Patents, Licenses and Trademarks. SCHEDULE 5.21 annexed hereto correctly sets forth a list and brief description of the nature and ownership of: (a) all patents, patent applications, copyright registrations and applications, registered trade names, and trademark registrations and applications, both domestic and foreign, which are presently owned, filed or held by the Company or any of the Company's directors, officers, stockholders or employees and which in any way relate to or are used in the business of the Company; (b) all licenses, both domestic and foreign, which are owned or controlled by the Company and/or any of the Company's directors, officers, stockholders or employees and which in any way relate to or are used in the business of the Company; and (c) all franchises, licenses and/or similar arrangements granted to the Company by others and/or to others by the Company. None of the patents, patent applications, copyright registrations or applications, registered trade names, trademark registrations or applications, franchises, licenses or other arrangements set forth or required to be set forth in SCHEDULE 5.21 is subject to any pending challenge known to the Company.
Patents, Licenses and Trademarks. The Company owns or has sufficient right to use all patents, trademarks, trade names, copyrights and other intellectual property rights necessary or desirable to conduct the business of the Company as it is currently being conducted and consistent with past practice (collectively, "Intellectual Property"), including those set forth on Schedule 3.01(l)(ii) attached hereto, without any obligation or liability for royalties, fees, or other compensation to any owner, licensor, or other claim to any of the foregoing. All Intellectual Property of the Company is valid, enforceable and unexpired, is free of Encumbrances, has not been abandoned, does not infringe or otherwise impair the intellectual property of any third party, and is not being infringed or impaired by any third party. No Governmental Order has been rendered or, to the best of the Members' knowledge, is threatened by any Governmental Entity which would limit, cancel or question the validity of any Intellectual Property of the Company. No action is pending or, to the best of the Members' knowledge threatened, that seeks to limit, cancel or question the validity of any of the Intellectual Property of the Company. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property, and has made all filings and executed all agreements necessary or desirable in connection therewith. No party to any license for Intellectual Property is, or is alleged to be, in breach or default thereunder. The transactions contemplated by this Agreement do not require the consent of any third party, and will not cause any payments to be due, under any license for Intellectual Property.
Patents, Licenses and Trademarks. The Company owns numerous unexpired United States patents, United States design patents and foreign patents, including counterparts of its more important United States patents, in the major industrial countries of the world. The Company is a licensor or licensee under patent agreements of various types and its products are marketed under various registered United States and foreign trademarks and trade names. However, the Company does not consider any single patent or trademark, or any group thereof, essential to its business as a whole, or to any of its business segments. The annual royalties received or paid under license agreements are not significant to any single business segment or to the Company's overall operations. EMPLOYEES WORKING CAPITAL PRACTICES The Company does not have extraordinary working capital requirements in any of its business segments. Customers generally are billed at normal trade terms with no extended payment provisions. Inventories are closely controlled and maintained at levels related to production cycles and responsive to normal delivery requirements of customers.
Patents, Licenses and Trademarks. The Company owns numerous unexpired United States patents, United States design patents and foreign patents, including counterparts of its more important United States patents, in the major industrial countries of the world. The Company is a licensor or licensee under patent agreements of various types and its products are marketed under various registered United States and foreign trademarks and trade names. However, the Company does not consider any single patent or trademark, or any group thereof, essential to its business as a whole, or to any of its business segments. The annual royalties received or paid under license agreements are not significant to any single business segment or to the Company's overall operations.
Patents, Licenses and Trademarks. (a) There are not any patents, patent applications, copyright registrations and applications, registered trade names, and trademark registrations and applications, both domestic and foreign, which are presently owned, filed or held by the Company and/or the Stockholder or any of the Company's directors, officers, stockholders or employees and which in any way relate to or are used in the business of the Company; (b) there are no licenses, both domestic and foreign, which are owned or controlled by the Company or the Stockholder and/or any of the Company's directors, officers, stockholders or employees and which in any way relate to or are used in the business of the Company; and (c) all franchises, licenses and/or similar arrangements granted to the Company by others and/or to others by the Company.
(b) Stockholder warrants that the Company's products, including without limitation all software programs, source codes, diagrams, schematics and all other related documentation, data and materials in connection therewith (collectively, the "Products") are of original development by the Company and that the Products do not infringe upon or violate any patent, copyright, trademark, invention, proprietary information, nondisclosure, or other right of any third party.
Patents, Licenses and Trademarks. (i) Except as otherwise set forth on Schedule 6(q), the Seller does not own or utilize any patents, trademarks, trade names, copyrights or other intellectual property rights of any nature whatsoever in the connection with the operation of the Business.
(ii) There have been no claims made against the Seller for assertion of the invalidity, abuse, misuse or unenforceability of any of its patents, trademarks, trade names, copyrights and rights with respect to any of the foregoing, and to the Knowledge of the Seller, the Seller is not infringing any patent, trademark, trade name or other right, or application therefor, of any other party.
(iii) The Seller either owns or has sufficient unrestricted right to use all of its material proprietary rights free and clear of any right, Lien, charge or claim of any other Person.
Patents, Licenses and Trademarks. Schedule 4.19 annexed hereto -------------------------------- ------------- correctly sets forth a list and brief description of the nature and ownership of: (a) all patents, patent applications, copyright registrations and applications, registered trade names, and trademark registrations and applications, both domestic and foreign, which are presently owned, filed or held by the Seller, any of its Affiliates, and/or any of their respective directors, officers or employees and which in any way relate to or are used in the Ultrasound Business; (b) all licenses, both domestic and foreign, which are owned or controlled by the Seller, any of its Affiliates, and/or any of its directors, officers or employees and which in any way relate to or are used in the Ultrasound Business; and (c) all franchises, licenses and/or similar arrangements granted to the Seller by others and/or to others by any Seller. None of the patents, patent applications, copyright registrations or applications, registered trade names, trademark registrations or applications, franchises, licenses or other arrangements set forth or required to be set forth in Schedule 4.19 is subject to any pending challenge known to the Seller or the ------------- Stockholder. The Seller has the valid right to utilize all trade names and other intellectual property utilized in the Ultrasound Business, and the Seller has not received any written notice of any claimed infringement of any such intellectual property with the right or property of any other person. Nothing herein contained shall be deemed to constitute a representation, warranty or assurance as to the transference with the Assets of the name "Diagnostic Imaging Services".
Patents, Licenses and Trademarks. Other than patent rights and other intellectual property rights related to equipment utilized by the Company in its business (none of which patent rights or intellectual property rights are owned by the Company and/or any of its directors, officers, Stockholder or employees), there are no patents, patent applications, copyright registrations or applications, trademark registrations or applications, or other intellectual property rights utilized in the business of the Company.
Patents, Licenses and Trademarks. 1. The Defaulting Party shall be responsible to the other Party for any charges arising from the use in the supply of trademarks, registered patents and licenses. ----------------------------------------------------
2. If legal action is taken against the Non-Defaulting Party for breaching the contract, in any of the rights mentioned in the previous paragraph during its performance, it shall compensate the Other Party for all the expenses that might occur resulting from it, which includes all the sums it might pay on whatever grounds. The non-compliance by one of the parties involved, regarding the rights resulting from the present contract, allows the other party in the general terms of the law, the right to solve it regardless of the legal compensations.
Patents, Licenses and Trademarks. Schedule 3.21 ------------------------------------ annexed hereto correctly sets forth a list and brief description of the nature and ownership of: (a) all patents, patent applications, copyright registrations and applications, registered trade names, and trademark registrations and applications, both domestic and foreign, which are presently owned, filed or held by the Company and/or any of its directors, officers, stockholders, employees, or independent contractors and which in any way relate to or are used in the business of the Company; (b) all licenses, both domestic and foreign, which are owned or controlled by the Company and/or any of its directors, officers, stockholders, employees, or independent contractors and which in any way relate to or are used in the business of the Company; and (c) all franchises, licenses and/or similar arrangements granted to the Company by others and/or to others by the Company. None of the patents, patent applications, copyright registrations or applications, registered trade names, trademark registrations or applications, franchises, licenses or other arrangements set forth or required to be set forth in Schedule 3.21 is subject to any pending challenge, or threatened challenge known to the Company or Kalpaxis.
