Common use of Patents, Trademarks and Trade Names Clause in Contracts

Patents, Trademarks and Trade Names. Schedule 2(w) sets forth a correct and complete list of (i) all patents, trademarks, trade names and registered copyrights owned by Company or any Company Subsidiary (“Proprietary Intellectual Property”) and (ii) all patents, trademarks, trade names, copyrights, technology and processes used by Company and the Company Subsidiaries in their respective businesses which are used pursuant to a license or other right granted by a third party, excluding computer software purchased with a shrink-wrap license (the “Licensed Intellectual Property,” and together with the Proprietary Intellectual Property herein referred to as the “Intellectual Property”). Company and each Company Subsidiary owns, or has the right to use pursuant to valid and effective agreements, all Intellectual Property. No claims are pending or, to the best knowledge of the Company and each Subsidiary, threatened against Company or any Company Subsidiary by any person with respect to the use of any Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to such Intellectual Property. To the knowledge of the Company, the current use by Company and each Company Subsidiary of the Intellectual Property does not infringe on the rights of any person, except for such infringements which in the aggregate could not reasonably be expected to have a material adverse effect upon Company’s ownership or use of such Intellectual Property. There are no pending claims or charges brought by Company or any Company Subsidiary against any person with respect to the use of any Intellectual Property or the enforcement of any of Company’s or any Company Subsidiary’s rights relating to the Intellectual Property.

Patents, Trademarks and Trade Names. Schedule 2(w) sets forth a correct and complete list For purposes of this Agreement, (i) “Proprietary Intellectual Property” means all material patents, trademarks, trade names and registered copyrights owned by Company or any Company Subsidiary (“Proprietary Intellectual Property”) and Subsidiary, (ii) “Licensed Intellectual Property” means all material patents, trademarks, trade names, copyrights, technology and processes used by Company and the Company Subsidiaries in their respective businesses which are used pursuant to a license or other right granted by a third party, excluding computer software purchased with a shrink-wrap license (the “and (iii) the Licensed Intellectual Property,” Property and together with the Proprietary Intellectual Property are collectively herein referred to as the “Intellectual Property”). Company and each Company Subsidiary owns, or has the right to use pursuant to valid and effective agreements, all Intellectual Property. No claims are pending or, to the best knowledge of the Company and each Subsidiary, threatened against Company or any Company Subsidiary by any person with respect to the use of any Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to such Intellectual Property. To the best knowledge of the Company, the current use by Company and each Company Subsidiary of the Intellectual Property does not infringe on the rights of any person, except for such infringements which in the aggregate could not reasonably be expected to have a material adverse effect upon Company’s ownership or use of such Intellectual PropertyMaterial Adverse Effect. There are no pending claims or charges brought by Company or any Company Subsidiary against any person with respect to the use of any Intellectual Property or the enforcement of any of Company’s or any Company Subsidiary’s rights relating to the Intellectual Property. Except as set forth in Schedule 2(w), Company has not signed a confidentiality agreement with, executed an agreement with, or, to the Company’s knowledge, entered into negotiations with, A2D, LP (or any other person) relating to any license for interactive voice response system technology owned by Xxxxxx X. Xxxx Technology Licensing.

Patents, Trademarks and Trade Names. Schedule 2(w) sets forth forth, to the Company’s best knowledge, a correct and complete list of (i) all material patents, trademarks, trade names and registered copyrights owned by Company or any Company Subsidiary (“Proprietary Intellectual Property”) and (ii) all material patents, trademarks, trade names, copyrights, technology and processes used by Company and the Company Subsidiaries in their respective businesses which are used pursuant to a license or other right granted by a third party, excluding computer software purchased with a shrink-wrap license (the “Licensed Intellectual Property,” and together with the Proprietary Intellectual Property herein referred to as the “Intellectual Property”). Company and each Company Subsidiary owns, or has the right to use pursuant to valid and effective agreements, all Intellectual Property. No claims are pending or, to the best knowledge of the Company and each Subsidiary, threatened against Company or any Company Subsidiary by any person with respect to the use of any Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to such Intellectual Property. To the best knowledge of the Company, the current use by Company and each Company Subsidiary of the Intellectual Property does not infringe on the rights of any person, except for such infringements which in the aggregate could not reasonably be expected to have a material adverse effect upon Company’s ownership or use of such Intellectual PropertyMaterial Adverse Effect. There are no pending claims or charges brought by Company or any Company Subsidiary against any person with respect to the use of any Intellectual Property or the enforcement of any of Company’s or any Company Subsidiary’s rights relating to the Intellectual Property. Except as set forth in Schedule 2(w), Company has not signed a confidentiality agreement with, executed an agreement with, or, to the Company’s knowledge, entered into negotiations with, A2D, LP (or any other person) relating to any license for interactive voice response system technology owned by Xxxxxx X. Xxxx Technology Licensing.

Patents, Trademarks and Trade Names. (a) Schedule 2(w) sets forth 4.14 contains a true and correct and complete list of (i) all patents, trademarks, trade names and registered copyrights owned by Company or any Company Subsidiary (“Proprietary Intellectual Property”) and (ii) all patents, trademarks, trade names, copyrights, technology and processes used by Company and the Company Subsidiaries in their respective businesses which are used pursuant to a license or other right granted by a third party, excluding computer software purchased with a shrink-wrap license (the “Licensed Intellectual Property,” and together with the Proprietary Intellectual Property herein referred to used or contemplated for use by any Subsidiary in the conduct of the Business, including an indication whether the Intellectual Property is owned or licensed. Except as the “Intellectual Property”). Company and provided in Schedule 4.14, each Company Subsidiary owns, or has the sole and exclusive right to use pursuant to valid and effective agreementsuse, all Intellectual PropertyProperty used in or necessary for the conduct of its business substantially as it is now conducted, and the consummation of the transactions contemplated hereby will not alter or impair the use of any such rights by the Subsidiaries in any respect. No claim is pending and, to the knowledge of the Seller, no infringement claim or any other claims are pending have been asserted during the past five years, or, to the best knowledge of the Company and each SubsidiarySeller, is threatened against Company or any Company Subsidiary by any person with respect to Person against any Subsidiary or the use by any of any Intellectual Property the Subsidiaries of, or challenging or questioning the validity validity, enforceability or effectiveness of, any Intellectual Property used by any of the Subsidiaries, or any Intellectual Property Licenses related thereto, and the Seller does not know of any license or agreement relating to valid basis for any such Intellectual Propertyclaim. To the knowledge of the CompanySeller, the current use of such Intellectual Property by each of the Subsidiaries is not in violation of and does not infringe any patent, trademark, trade name, copyright, technology, knowhow or process or other proprietary or trade rights of any third party. No use by Company and each Company any Subsidiary of any Intellectual Property licensed to it violates the terms of any Intellectual Property License. Except as set forth on Schedule 4.14, no Subsidiary manufactures products which are the subject of any Intellectual Property owned by or licensed from third parties. No royalties or fees are payable by any Subsidiary to anyone for use of the Intellectual Property does not infringe on the rights which would result in an annual payment by any Subsidiary to anyone in excess of any person, except for such infringements which in the aggregate could not reasonably be expected to have a material adverse effect upon Company’s ownership or use of such Intellectual Property. There are no pending claims or charges brought by Company or any Company Subsidiary against any person with respect to the use of any Intellectual Property or the enforcement of any of Company’s or any Company Subsidiary’s rights relating to the Intellectual Property$5,000.