Common use of Patents, Trademarks and Similar Rights Clause in Contracts

Patents, Trademarks and Similar Rights. (i) Xxxxxxxx has the sole and exclusive right to use all patents, copyrights, trademarks, trade names, technology, know-how, processes, trade secrets, inventions, proprietary data, formulae, research and development data, computer software programs, and other intangible property, and any applications for the same, owned by Xxxxxxxx or the Shareholders and used in the Business, and all goodwill associated with such intangible property (collectively, the "Intangible Property"), and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights; (ii) Xxxxxxxx has the right to use all Intangible Property which is currently used by Xxxxxxxx in connection with the Business either as provided in clause (i) above or as licensed or authorized by others, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights; (iii) No claims have been asserted by any person or entity for the use of any such Intangible Property or challenging or questioning the validity or effectiveness of any such license or agreement, and the Shareholders have no knowledge of any valid basis for any such claim; (iv) The use of such Intangible Property by Xxxxxxxx does not infringe on the rights of any person or entity and no proceedings have been instituted, are pending, or threatened that challenge the rights of Xxxxxxxx in respect thereof; and (v) None of Xxxxxxxx'x Intangible Property rights, to the best of the Shareholders' knowledge, are being infringed by the products, activities, operations, trade names, trademarks, service marks, trade dress rights or copyrights of any other person or persons and none are subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use thereof.

Patents, Trademarks and Similar Rights. (i) Xxxxxxxx Eagle has the sole and exclusive right to use all patents, copyrights, trademarks, trade names, technology, know-how, processes, trade secrets, inventions, proprietary data, formulae, research and development data, computer software programs, and other intangible property, and any applications for the same, owned by Xxxxxxxx Eagle or the Shareholders Shareholder and used in the Business, and all goodwill associated with such intangible property (collectively, the "Intangible PropertyINTANGIBLE PROPERTY"), and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights; (ii) Xxxxxxxx Eagle has the right to use all Intangible Property which is currently used by Xxxxxxxx Eagle in connection with the Business either as provided in clause (i) above or as licensed or authorized by others, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights; (iii) No claims have been asserted by any person or entity for the use of any such Intangible Property or challenging or questioning the validity or effectiveness of any such license or agreement, and the Shareholders have Shareholder has no knowledge of any valid basis for any such claim; (iv) The use of such Intangible Property by Xxxxxxxx Eagle does not infringe on the rights of any person or entity and no proceedings have been instituted, are pending, or threatened that challenge the rights of Xxxxxxxx Eagle in respect thereof; and (v) None of Xxxxxxxx'x Eagle's Intangible Property rights, to the best of the Shareholders' Shareholder's knowledge, are being infringed by the products, activities, operations, trade names, trademarks, service marks, trade dress rights or copyrights of any other person or persons and none are subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use thereof.

Patents, Trademarks and Similar Rights. (i) Xxxxxxxx American has the sole and exclusive right to use all patents, copyrights, trademarks, trade names, technology, know-how, processes, trade secrets, inventions, proprietary data, formulae, research and development data, computer software programs, and other intangible property, and any applications for the same, owned by Xxxxxxxx American or the Shareholders and used in the Business, and all goodwill associated with such intangible property (collectively, the "Intangible Property"), and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights; (ii) Xxxxxxxx American has the right to use all Intangible Property which is currently used by Xxxxxxxx American in connection with the Business either as provided in clause (i) above or as licensed or authorized by others, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights; (iii) No claims have been asserted by any person or entity for the use of any such Intangible Property or challenging or questioning the validity or effectiveness of any such license or agreement, and the Shareholders have no knowledge of any valid basis for any such claim; (iv) The use of such Intangible Property by Xxxxxxxx American does not infringe on the rights of any person or entity and no proceedings have been instituted, are pending, or threatened that challenge the rights of Xxxxxxxx American in respect thereof; and (v) None of Xxxxxxxx'x American's Intangible Property rights, to the best of the Shareholders' knowledge, are being infringed by the products, activities, operations, trade names, trademarks, service marks, trade dress rights or copyrights of any other person or persons and none are subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use thereof.

Patents, Trademarks and Similar Rights. (i) Xxxxxxxx American has the sole and exclusive right to use all patents, copyrights, trademarks, trade names, technology, know-how, processes, trade secrets, inventions, proprietary data, formulae, research and development data, computer software programs, and other intangible property, and any applications for the same, owned by Xxxxxxxx or the Shareholders and used Intangible Property (as defined in the Business, and all goodwill associated with such intangible property (collectively, the "Intangible Property"Schedule 1.1 of this Agreement), and the consummation of the transactions contemplated by this Agreement and the Intangible Asset Purchase Agreement will not alter or impair any such rightsrights and will result in the Purchaser having the sole and exclusive right to use all such Intangible Property used in the Business; (ii) Xxxxxxxx American has the right to use all Intangible Property which is currently used by Xxxxxxxx the Seller in connection with the Business either as provided in clause (i) above or as licensed or authorized by others, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rightsrights and will result in the Purchaser having the right to use all such Intangible Property to the same extent it is currently used in the Business; (iii) No claims have been asserted by any person or entity for the use of any such Intangible Property or challenging or questioning the validity or effectiveness of any such license or agreement, and the Shareholders have Seller has no knowledge of any valid basis for any such claim; (iv) The To the knowledge of the Seller, the use of such Intangible Property by Xxxxxxxx the Seller does not infringe on the rights of any person or entity and no proceedings have been instituted, are pending, or or, to the best of the Seller's knowledge, have been threatened that challenge the rights of Xxxxxxxx the Seller in respect thereof; and (v) None of Xxxxxxxx'x the Seller's Intangible Property rights, to the best of the Shareholders' Seller's knowledge, are being infringed by the products, activities, operations, trade names, trademarks, service marks, trade dress rights or copyrights of any other person or persons and none are subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use thereof.