Common use of Ownership and Protection of Proprietary Rights Clause in Contracts

Ownership and Protection of Proprietary Rights. Seller owns or has a valid right to use each of the Proprietary Rights, and the Proprietary Rights will not cease to be valid rights of Seller by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. All of the pending Patent applications have been duly filed. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Trademarks. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other person. No other person (i) has the right to use any of Seller’s Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller that it is claiming any ownership of or right to use such Proprietary Rights, or (iii) to the best of Seller’s knowledge, is infringing upon any such Proprietary Rights in any way. Seller’s use of the Proprietary Rights does not and will not conflict with, infringe upon or otherwise violate the valid rights of any third party, and no Action has been instituted against or notices received by Seller that are presently outstanding alleging that Seller’s use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. There are not, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s, or Buyer’s, as the case may be, right to sell products manufactured by Seller or Buyer, as the case may be, in connection with the Business.

Ownership and Protection of Proprietary Rights. Seller owns The Target and its Subsidiaries own or has have a valid right to use each of the Proprietary Rights, and assuming the consents described in Schedule 4.18(b) have been obtained, no such Proprietary Rights will not cease to be valid rights of Seller the Target or any of its Subsidiaries solely by reason of the execution, delivery and performance of this Agreement agreement or the consummation of the transactions contemplated hereby. Except for applications pending, all of the material Patents, registered designs and registered Trademarks listed in the Disclosure Schedule have been duly issued to the Target or its Subsidiaries and all of the other Proprietary Rights exist and if possible, are registered and are subsisting. All of the pending Patent applications have been duly filed. Seller None of the Proprietary Rights owned by the Target or any of its Subsidiaries is involved in any pending or, to the knowledge of the Sellers, threatened litigation. Neither the Target nor any of its Subsidiaries has not received any notice of invalidity of its rights or infringement of any rights of others with respect to such TrademarksProprietary Rights. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other person. No other person Except as set forth in Schedule 4.18(b), no Person (i) has notified the right to use Target or any of Seller’s Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller its Subsidiaries that it is claiming any ownership of or right to use such Proprietary Rights, or (iiiii) to the best knowledge of Seller’s knowledgethe Sellers, is infringing upon any such Proprietary Rights in any way. Seller’s To the knowledge of the Sellers, the use of by the Target or any of its Subsidiaries of the Proprietary Rights owned by the Target and its Subsidiaries does not and will not conflict with, infringe upon or otherwise violate the valid rights of any third party, and no Action has been instituted against or notices received by Seller the Target or any of its Subsidiaries that are presently outstanding alleging that Seller’s any use by the Target and its Subsidiaries of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. There are not, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s, or Buyer’s, as the case may be, right to sell products manufactured by Seller or Buyer, as the case may be, in connection with the Businessparty.

Ownership and Protection of Proprietary Rights. Seller owns or has a valid right all right, title and interest in and to use each the Proprietary Rights (other than Proprietary Rights exclusively licensed to Seller), free and clear of any encumbrances (other than the non-exclusive licenses granted pursuant to the Contracts listed on Schedule 4.7(a) of the Disclosure Schedule). All documents and instruments necessary to perfect the rights of Seller in its Proprietary RightsRights have been validly executed, delivered and filed in a timely manner with the appropriate governmental body. The Proprietary Rights will not cease to be valid rights of Seller (or Buyer, following the Closing) by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. All Seller has taken reasonable steps to maintain the confidentiality of the pending Patent applications have been duly filedand otherwise protect and enforce its rights in all proprietary information that Seller holds, or purports to hold, as a trade secret. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Trademarks. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other personRights. No other person (i) has the right to use any of Seller’s Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller that it is claiming any ownership of or right to use such Proprietary Rights, or (iii) except with respect to the matters referenced in the Dispute Resolution Letter, to the best of Seller’s knowledge, is infringing upon any such Proprietary Rights in any way. Seller’s use of the Proprietary Rights does not and will not conflict with, infringe upon or otherwise violate the valid rights of any third partyparty in or to such Proprietary Rights, and no Action has been instituted against or notices received by Seller that are presently outstanding alleging that Seller’s use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. There are not, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s, or Buyer’s, as the case may be, right to sell products manufactured by Seller or Buyer, as the case may be, in connection with the Business.

Ownership and Protection of Proprietary Rights. Seller exclusively owns or has a valid right all right, title and interest in and to use each of the Proprietary RightsRights free and clear of any Encumbrances (other than the Assumed Liabilities). All documents and instruments necessary to perfect the rights of Seller in its Proprietary Rights have been validly executed, delivered and filed in a timely manner with the appropriate governmental body. Such Proprietary Rights will not cease to be valid rights of Seller (or the Buyer, following the execution hereof) by reason of the execution, delivery and performance of this Agreement or any ancillary agreements or the consummation of the transactions contemplated herebyhereby or thereby. All Seller has taken reasonable measures required to establish and preserve its ownership of all such Proprietary Rights developed by, or on behalf of, the pending Patent applications have been duly filedSeller, including the maintenance and renewal of all registered Proprietary Rights. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Trademarks. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by and Seller is not aware of any other personcircumstances which are likely to result in such invalidity or infringement. No other person Person, including any employee, service provider or consultant of the Seller, (i) has the right to use any of Seller’s Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller that it is claiming any ownership of or right to use such Proprietary Rights, or (iiiii) to the best of Seller’s knowledge, is infringing upon any such Proprietary Rights in any way. Seller’s use of the such Proprietary Rights does not and will not conflict with, infringe upon or otherwise violate the valid rights of any third partyparty in or to such Proprietary Rights, and no Action action has been instituted or, is threatened to be instituted, against or notices received by Seller that are presently outstanding alleging that Seller’s use of the such Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. There are not, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s, or Buyer’s, as the case may be, right to sell products manufactured by Seller or Buyer, as the case may be, in connection with the Business.

Ownership and Protection of Proprietary Rights. Seller owns or has a valid right to use each of the Proprietary Rights, and the Proprietary Rights will not cease to be valid rights of Seller by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated herebyhereby (including, without limitation, the transfer of such Proprietary Rights to Buyer pursuant to the terms hereof). All of the pending Patent applications Patents, registered Copyrights, Domain Names and registered Trademarks have been duly filedfiled or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including without limitation the submission of all necessary filings and fees in accordance with the legal and administrative requirements or the appropriate jurisdictions, and have not lapsed, expired or been abandoned. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such the Trademarks. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other personPerson. No other person Person (i) ), has the right to use any of Seller’s the Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such personPerson, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller that it is claiming any ownership of or right to use such Proprietary Rights, or (iii) to the best of Seller’s knowledgeKnowledge, is infringing upon any such Proprietary Rights in any way. Seller’s use of the Proprietary Rights does not and will not conflict with, infringe upon or otherwise violate the valid rights of any third party, and no party in or to such Proprietary Rights. No Action has been instituted against or notices received by Seller that are presently outstanding alleging that Seller’s use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. No Person has challenged or, to Seller’s Knowledge, has threatened to challenge, nor is there any proceeding pending or, to Seller’s Knowledge, threatened, nor has any claim or demand been made that challenges Seller’s ownership interest in, to or under or right to use the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that could adversely affect Seller’s ownership or right to use such Proprietary Rights, and there are no facts which could be expected to give rise to any such challenge, proceeding, claim or demand. There are not, and and, to Seller’s Knowledge, it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s, or Buyer’s, as the case may be, ’s right to sell products manufactured by Seller or Buyer, as on behalf Buyer using the case may be, Proprietary Rights in connection with the Business. Seller does not jointly own or claim any joint ownership interest in, to or under any Proprietary Rights with any Person.

Ownership and Protection of Proprietary Rights. Seller owns or has a valid right to use each of the Proprietary Rights, and the Proprietary Rights will not cease to be valid rights of Seller by reason of the execution, delivery and performance by Seller of this Agreement or the consummation by Seller of the transactions contemplated hereby. All of the pending Patent applications have been duly filed. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such the Patents, Copyrights or Trademarks. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other person. No Except as set forth in the Disclosure Schedule, no other person (i) has the right to use any of Seller’s 's Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller that it is claiming any ownership of or right to use such Proprietary Rights, or (iii) to the best of Seller’s knowledge's Knowledge, is infringing upon any such Proprietary Rights in any way. Except as set forth in the Disclosure Schedule, Seller’s 'S use of the Proprietary Rights does not and will not conflict with, infringe upon or otherwise violate the valid rights of any third partyparty in or to such Proprietary Rights, and no Action has been instituted against or notices received by Seller that are presently outstanding alleging that Seller’s 'S use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. There are not, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s's, or Buyer’s's, as the case may be, right to sell products manufactured by Seller or Buyer, as the case may be, in connection with the Business.

Ownership and Protection of Proprietary Rights. Seller owns or has a valid right to use each of the Proprietary Rights, and the Proprietary Rights will are transferable and shall not cease to be valid rights of Seller by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated herebyhereby unless so stated in Schedule 4.18. The Proprietary Rights are sufficient for the conduct of the Business as currently conducted. All of the pending Patent applications have been duly filed, all necessary Patent, registered Trademark and Domain Name registration, maintenance and renewal fees currently due have been paid, and unless stated in Schedule 4.18, no acts are required to be taken within 90 days of the date hereof with respect to any Proprietary Rights in order to avoid prejudice to, or impairment of, such rights. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such the Trademarks. Seller has taken all commercially reasonable and prudent steps to protect the Proprietary Rights from infringement or misappropriation by any other person. No Except as set forth on Schedule 4.18, no other person (i) to the Seller’s knowledge, has the right to use any of Seller’s Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller that it is claiming any ownership of or right to use such Proprietary Rights, or (iii) to the best of Seller’s knowledge, is infringing upon any such Proprietary Rights in any way. Except as set forth on Schedule 4.18, to Seller’s knowledge, Seller’s use of the Proprietary Rights does not and will not conflict with, infringe upon or otherwise violate or misappropriate the valid rights of any third partyparty in or to such Proprietary Rights, and no Action has been instituted against (or to the knowledge of Seller, threatened) or notices received by Seller that are presently outstanding alleging that Seller’s use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights, and Seller has no knowledge of any facts which would give rise to such a claim. There Other than as otherwise provided by law, there are not, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s, or Buyer’s, as the case may be, right to make, use or sell products manufactured by Seller or Buyer, as the case may be, in connection with the Business.

Ownership and Protection of Proprietary Rights. Seller owns or and has a valid the sole right to use each of the Proprietary Rights. Except as set forth in the Disclosure Schedule and except for applications pending, all of the trademarks listed in the Disclosure Schedule have been duly issued and except as set forth in the Disclosure Schedule, all of the other Proprietary Rights exist, are registered and are subsisting. None of the Proprietary Rights will not cease to be valid rights of Seller by reason of the execution, delivery and performance of this Agreement is involved in any pending or the consummation of the transactions contemplated hereby. All of the pending Patent applications have been duly filedthreatened litigation. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Trademarkstrademarks. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other firm, corporation, association or person. No To the best of Seller's knowledge, no other firm, corporation, association or person (i) has the right to use any of Seller’s Trademarks such trademarks on the goods on which they are now being used in Seller's market area either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such firm, corporation, association or person, to cause confusion with such Trademarks the trademarks or to cause a mistake or to deceive, (ii) has notified Seller or Shareholder that it is claiming any ownership of or right to use such Proprietary Rights, or (iii) to the best of Seller’s knowledge, is infringing upon any such Proprietary Rights in any way. To the best of Seller’s 's knowledge, Seller's use of the Proprietary Rights does is not and will not conflict with, infringe infringing upon or otherwise violate violating the valid rights of any third partyparty in or to such Proprietary Rights, and no Action has proceedings have been instituted against or notices received by Seller or Shareholder that are presently outstanding alleging that Seller’s 's use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. There To the best of Seller's knowledge, all of the Proprietary Rights are valid and enforceable rights of Seller in Seller's market area and will not cease to be valid and in full force and effect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement. To the best of Seller's knowledge, there are not, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s's, or Buyer’s's, as the case may be, right to sell products manufactured by Seller or Buyer, as the case may be, in connection with the Business.

Ownership and Protection of Proprietary Rights. Except as set forth on Schedule 4.16, Seller owns or and has a valid the sole right to use each of the Registered or Pending Proprietary Rights. Except for applications pending, all of the patents, registered designs and trademarks listed in the Disclosure Schedule have been duly issued and all of the other Registered or Pending Proprietary Rights exist, are registered and are subsisting. There are no adverse third party actions or claims pending against Seller or any Affiliate thereof, in any court or by or before any government body or agency, or any written adverse third party allegations with respect to any Proprietary Right and none of the Proprietary Rights is involved in any other pending or threatened litigation. Seller has taken all reasonable and prudent steps to protect the Registered or Pending Proprietary Rights from infringement by any other firm, corporation, association or person. No other firm, corporation, association or person (i) has notified Seller that it is claiming any ownership of or right to use such Proprietary Rights or (ii) to the best of Seller's Knowledge, is infringing upon any such Proprietary Rights in any way. To the best of Seller's Knowledge, Seller's use of the Proprietary Rights is not infringing upon or otherwise violating the rights of any third party, and no proceedings have been instituted against or notices received by Seller that are presently outstanding alleging that Seller's use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party. All of the Registered or Pending Proprietary Rights are valid and enforceable rights of Seller and will not cease to be valid rights of Seller and in full force and effect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. All of the pending Patent applications have been duly filedby this Agreement. Seller has not received disclosed to Buyer any notice and all material information of invalidity or infringement of any rights of others with respect to such Trademarks. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other person. No other person (i) has the right to use any of Seller’s Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller that it is claiming aware concerning any ownership of or right to use such Proprietary Rights, or (iii) to the best of Seller’s knowledge, is infringing upon any such Proprietary Rights in any way. Seller’s use of the Proprietary Rights does not and will not conflict with, infringe upon or otherwise violate the valid rights of any third party, and no Action has been instituted against or notices received by Seller that are presently outstanding alleging that Seller’s use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. There are not, and it is reasonably expected that after the Closing there will not be, any potential restrictions on Seller’s, or Buyer’s, as the case may be, 's right to sell products manufactured and marketed by Seller or Buyer, as the case may be, Buyer in connection with the Business.

Ownership and Protection of Proprietary Rights. Seller owns or and has a valid the sole right to use each of the Proprietary Rights. Except as set forth on Section 4.17 of the Disclosure Schedule and except for applications pending, all of the trademarks listed on Section 4.17 of the Disclosure Schedule (collectively, the “Trademarks”) have been duly issued and, except as set forth on Section 4.17 of the Disclosure Schedule, all of the other Proprietary Rights exist, are registered and are subsisting. None of the Proprietary Rights will not cease is involved in any pending or, to be valid rights of Seller by reason of the executionSeller’s knowledge, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. All of the pending Patent applications have been duly filedthreatened litigation. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Trademarks. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other firm, corporation, association or person. No To Seller’s knowledge, no other firm, corporation, association or person (i) has the right to use any of Seller’s such Trademarks on the goods on which they are now being used in the market for communications devices, namely pagers and transmitters (“Seller’s Market Area”) either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such firm, corporation, association or person, to cause confusion with such the Trademarks or to cause a mistake or to deceive, (ii) has notified Seller or the Shareholder that it is claiming any ownership of or right to use such Proprietary Rights, Rights or (iii) to the best of Seller’s knowledge, is infringing upon any such Proprietary Rights in any way. To Seller’s knowledge, Seller’s use of the Proprietary Rights does is not and will not conflict with, infringe infringing upon or otherwise violate violating the valid rights of any third partyparty in or to such Proprietary Rights, and no Action has proceedings have been instituted against or notices received by Seller or the Shareholder that are presently outstanding alleging that Seller’s use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. There To Seller’s knowledge, all of the Proprietary Rights are not, valid and it is reasonably expected that after the Closing there enforceable rights of Seller in Seller’s Market Area and will not becease to be valid and in full force and effect by reason of the execution, any restrictions on Seller’s, delivery and performance of this Agreement or Buyer’s, as the case may be, right to sell products manufactured consummation of the transactions contemplated by Seller or Buyer, as the case may be, in connection with the Businessthis Agreement.

Ownership and Protection of Proprietary Rights. Seller owns The Target and its Subsidiaries own or has have a valid right to use each of the Proprietary Rights, and assuming the consents described in Schedule 4.18(b) have been obtained, no such Proprietary Rights will not cease to be valid rights of Seller the Target or any of its Subsidiaries solely by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. Except for applications pending, all of the material Patents, registered designs and registered Trademarks listed in the Disclosure Schedule have been duly issued to the Target or its Subsidiaries and all of the other Proprietary Rights exist and if possible, are registered and are subsisting. All of the pending Patent applications have been duly filed. Seller None of the Proprietary Rights owned by the Target or any of its Subsidiaries is involved in any pending or, to the knowledge of the Sellers, threatened litigation. Neither the Target nor any of its Subsidiaries has not received any notice of invalidity of its right or infringement of any rights of others with respect to such TrademarksProprietary Rights. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other person. No other person Except as set forth in Schedule 4.18(b), no Person (i) has notified the right to use Target or any of Seller’s Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller its Subsidiaries that it is claiming any ownership of or right to use such Proprietary Rights, or (iiiii) to the best knowledge of Seller’s knowledgethe Sellers, is infringing upon any such Proprietary Rights in any way. Seller’s To the knowledge of the Sellers, the use of by the Target or any of its Subsidiaries of the Proprietary Rights owned by the Target and its Subsidiaries does not and will not conflict with, infringe upon or otherwise violate the valid rights of any third party, party and no Action has been instituted against or notices received by Seller the Target or any of its Subsidiaries that are presently outstanding alleging that Seller’s any use by the Target and its Subsidiaries of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. There are not, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s, or Buyer’s, as the case may be, right to sell products manufactured by Seller or Buyer, as the case may be, in connection with the Businessparty.

Ownership and Protection of Proprietary Rights. Seller is the owner of the registered Trademarks listed in Schedule 4.17(a)(i) for use in the countries where indicated. Except as set forth on Schedule 4.17(d), Seller owns the entire right, title and interest in or has a valid right to use each of the Proprietary Rights. To Seller’s Knowledge no other party owns or claims any joint ownership interest in, and the to or under any Proprietary Rights. The Proprietary Rights will not cease to be valid rights of Seller by reason of the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated herebyhereby (including the transfer of such Proprietary Rights to Buyer or one or more of its Affiliates pursuant to the terms hereof). All of the pending Patent applications Patents, registered Copyrights, registered Trademarks and Domain Names owned by and/or licensed to Seller and all of the Patents, registered Copyrights, registered Trademarks and Domain Names used in and material to the Business have been duly filedfiled or registered (as applicable) with the applicable governmental entities or authorities, and maintained, including the submission of all necessary filings and fees in accordance with the legal and administrative requirements of the appropriate jurisdictions, and have not lapsed, expired or been abandoned. Seller has not received any notice of invalidity that any Proprietary Rights are invalid or infringement of are infringing on any rights of others with respect to such Trademarksothers, except as may be disclosed in Schedule 4.17(d). Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other personPerson. No other person (i) Seller has the no Knowledge of any infringement by any third party of any Proprietary Rights. There is no proceeding pending or, to Seller’s Knowledge, threatened, nor has any written claim or demand been delivered to Seller, that challenges Seller’s ownership interest in, to or under or right to use any the Proprietary Rights, the validity or enforceability of such Proprietary Rights or that would reasonably be likely to adversely affect Seller’s Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller that it is claiming any ownership of or right to use such Proprietary Rights, or (iii) Rights and to the best of Seller’s knowledge, is infringing upon Knowledge there are no facts which would reasonably be expected to give rise to any such Proprietary Rights in any way. Seller’s use of the Proprietary Rights does not and will not conflict withchallenge, infringe upon proceeding, claim or otherwise violate the valid rights of any third party, and no Action has been instituted against or notices received by Seller that are presently outstanding alleging that Seller’s use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rightsdemand. There are not, and and, to Seller’s Knowledge, it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s, or Buyer’s, as the case may be, right Buyer Parties’ and their Affiliates’ rights to sell products manufactured by Seller or Buyer, as on behalf of the case may be, Buyer Parties or any of their Affiliates using the Proprietary Rights in connection with the Business.

Ownership and Protection of Proprietary Rights. Seller owns owns, or is ---------------------------------------------- licensed or otherwise has a valid right to use each of the Proprietary RightsRights set forth on Schedule 4.18(a), and the such Proprietary Rights will not cease to be valid rights of Seller by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions Agreement, except as transferred to Buyer as contemplated hereby. All of the pending Patent applications have been duly filedherein. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Trademarks. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other person. No other person (i) has the right to use any of Seller’s 's Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller that it is claiming any ownership of or right to use such Proprietary Rights, or (iii) to the best of Seller’s 's knowledge, is infringing upon any such Proprietary Rights in any way. Seller’s 's use of the Proprietary Rights does not and will not conflict with, infringe upon or otherwise violate the valid rights of any third partyparty in or to such Proprietary Rights, and no Action has been instituted against or notices received by Seller that are presently outstanding alleging that Seller’s 's use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. There are not, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s's, or Buyer’s's, as the case may be, right to sell products manufactured by Seller or Buyer, as the case may be, in connection with the Business.

Ownership and Protection of Proprietary Rights. Seller owns owns, or ---------------------------------------------- is licensed or otherwise has a valid right to use each of the Proprietary RightsRights set forth on Schedule 4.18(a), and the such Proprietary Rights will not cease to be valid rights of Seller by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions Agreement, except as transferred to Buyer as contemplated hereby. All of the pending Patent applications have been duly filedherein. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Trademarks. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other person. No other person (i) has the right to use any of Seller’s 's Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller that it is claiming any ownership of or right to use such Proprietary Rights, or (iii) to the best of Seller’s 's knowledge, is infringing upon any such Proprietary Rights in any way. Seller’s 's use of the Proprietary Rights does not and will not conflict with, infringe upon or otherwise violate the valid rights of any third partyparty in or to such Proprietary Rights, and no Action has been instituted against or notices received by Seller that are presently outstanding alleging that Seller’s 's use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. There are not, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s's, or Buyer’s's, as the case may be, right to sell products manufactured by Seller or Buyer, as the case may be, in connection with the Business.

Ownership and Protection of Proprietary Rights. Seller owns or has a valid right to use each of the Proprietary Rights, and the Proprietary Rights will are transferable and shall not cease to be valid rights of Seller by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated herebyhereby unless so stated in SCHEDULE 4.18. The Proprietary Rights are sufficient for the conduct of the Business as currently conducted. All of the pending Patent applications have been duly filed, all necessary Patent, registered Trademark and Domain Name registration, maintenance and renewal fees currently due have been paid, and unless stated in SCHEDULE 4.18, no acts are required to be taken within 90 days of the date hereof with respect to any Proprietary Rights in order to avoid prejudice to, or impairment of, such rights. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such the Trademarks. Seller has taken all commercially reasonable and prudent steps to protect the Proprietary Rights from infringement or misappropriation by any other person. No Except as set forth on SCHEDULE 4.18, no other person (i) to the Seller's knowledge, has the right to use any of Seller’s 's Trademarks on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified Seller that it is claiming any ownership of or right to use such Proprietary Rights, or (iii) to the best of Seller’s 's knowledge, is infringing upon any such Proprietary Rights in any way. Except as set forth on SCHEDULE 4.18, to Seller’s 's knowledge, Seller's use of the Proprietary Rights does not and will not conflict with, infringe upon or otherwise violate or misappropriate the valid rights of any third partyparty in or to such Proprietary Rights, and no Action has been instituted against (or to the knowledge of Seller, threatened) or notices received by Seller that are presently outstanding alleging that Seller’s 's use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights, and Seller has no knowledge of any facts which would give rise to such a claim. There Other than as otherwise provided by law, there are not, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s's, or Buyer’s's, as the case may be, right to make, use or sell products manufactured by Seller or Buyer, as the case may be, in connection with the Business.

Ownership and Protection of Proprietary Rights. Seller The Company or ---------------------------------------------- one of its Subsidiaries owns or has a valid right to use each of the Proprietary Rights, and (except as provided in Section 9.7) the Proprietary Rights will not cease to be valid rights of Seller the Company or such Subsidiary by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. All Neither the Company, any of the pending Patent applications have been duly filed. its Subsidiaries nor Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Trademarks. The Company, one of its Subsidiaries or Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other person. No other person (i) has the right to use any of Seller’s the Trademarks of the Company or any of its Subsidiaries on the goods on which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such person, to cause confusion with such Trademarks or to cause a mistake or to deceive, (ii) has notified the Company, any of its Subsidiaries or Seller that it is claiming any ownership of or right to use such Proprietary Rights, or (iii) to the best of Seller’s knowledge's Knowledge, is infringing upon any such Proprietary Rights in any way. Seller’s The Company or any of its Subsidiaries' use of the Proprietary Rights does not and will not conflict with, infringe upon or otherwise violate the valid rights of any third partyparty in or to such Proprietary Rights, and no Action has been instituted against or notices received by the Company, any of its Subsidiaries or Seller that are presently outstanding alleging that Seller’s the use of the Proprietary Rights by the Company or any of its Subsidiaries infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. There are not, and it is reasonably expected that after the Closing there will not be, any restrictions on Seller’s, or Buyer’s, as the case may be, right to sell products manufactured by Seller or Buyer, as the case may be, in connection with the Business.