OWNERSHIP OF ASSETS; TRADEMARKS, PATENTS. Schedule 3.11 hereto, sets forth a true and complete list of all personal property owned by Ocean and the Ocean Subsidiaries with a value greater than $20,000. Except as set forth in Schedule 3.11, each of Ocean and the Ocean Subsidiaries own outright, and have good and marketable title to all of their respective assets, properties and businesses (including all assets reflected in the Ocean Balance Sheet, except as the same may have been disposed of in the ordinary and usual course of business since the Ocean Balance Sheet Date) free and clear of all liens, mortgages, pledges, claims, conditional sales agreements, restrictions on transfer or other encumbrances or charges whatsoever. Schedule 3.11 sets forth a true and complete list and brief description of all patents, copyrights, trademarks, trade names or other similar intangible assets that are owned by Ocean or the Ocean Subsidiaries or in which either it or the Ocean Subsidiaries have an interest. Except as set forth on Schedule 3.11, no other person, firm or corporation has any proprietary or other interest in any such intangible assets. Such assets so owned are sufficient to permit Ocean and the Ocean Subsidiaries to conduct its business as now conducted. Except as set forth on Schedule 3.11, neither Ocean nor any of the Ocean Subsidiaries is a party to or bound by any license or agreement requiring the payment to any person, firm or corporation of any royalty. Neither Ocean nor any of the Ocean Subsidiaries are infringing upon any patent, copyright, trade name or trademark or otherwise is violating the rights of any third party with respect thereto, and no proceedings have instituted and no claim has been received by Ocean or the Ocean Subsidiaries alleging any such violation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Wildstein Leon), Agreement and Plan of Merger (Ocean Optique Distributors Inc), Agreement and Plan of Merger (Ovadia Family Trust)
