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

Ownership and Protection of Proprietary Rights. Seller owns 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. Except as set forth in Schedule 4.18, no other person (i) has been granted by Seller the right to use any of Seller's Trademarks included in the Assets 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 knowledge of Seller, is infringing upon any such Proprietary Rights in any way. 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 ---------------------------------------------- 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 herebyRights. All of the pending Patent applications have been duly filed. Except as set forth in Schedule 4.18, no Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Trademarks. No other person (i) has been granted by Seller the right to use any of Seller's Trademarks included in the Assets 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 knowledge best of Seller's knowledge, is infringing upon any such Proprietary Rights in any way. No 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 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 's, or Buyer's, as the case may be, right to sell products manufactured by or services of 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 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 the Patents, Copyrights or Trademarks. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other person. Except as set forth in Schedule 4.18the Disclosure Schedule, no other person (i) has been granted by Seller the right to use any of Seller's Trademarks included in the Assets 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 knowledge best of Seller's Knowledge, is infringing upon any such Proprietary Rights in any way. No Except as set forth in the Disclosure Schedule, Seller'S use of the Proprietary Rights does not conflict with, infringe upon or otherwise violate the valid rights of any third party 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, as the case may be, right to sell products manufactured by Seller or Buyer, as the case may be, in connection with the Business.