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Common use of Patents, Trademarks, Copyrights and Licenses Clause in Contracts

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mxxx applications, copyrights, copyright applications, tradenames, assumed names, and licenses (excluding licenses for retail software) owned or utilized by Borrower are set forth on Schedule 5.9(a), and are valid and have been duly registered or filed with all appropriate Governmental Bodies. Borrower owns or has the right to use all of the intellectual property rights which are necessary for the operation of its business; except as set forth on Schedule 5.9(b), there are no legal proceedings to which any Borrower is a defendant which assert an objection or challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license, and Borrower has no knowledge of any grounds for any challenge, except as set forth in Schedule 5.9(b) hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service mxxx, service mxxx application, service mxxx license, design rights, copyright, copyright application and copyright license owned or held by Borrower consist of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software owned and developed by Borrower, Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9(a) hereto.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Input Output Inc)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mxxx xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned by or used in the respective business of any Borrower as currently conducted, which are material to its condition (excluding licenses for retail software) owned financial or utilized by Borrower otherwise), are set forth on Schedule 5.9(a)5.9, and are valid and and, except for common law rights, have been duly registered or filed with all appropriate Governmental Bodies. Borrower owns or has the right to use Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; except as set forth on in Schedule 5.9(b)5.9 hereto, there are is no legal proceedings objection to which any Borrower is a defendant which assert an objection or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradenametradenames, trade secret or licenselicense and no claims are pending, and or to the best of each Borrower’s knowledge following diligent inquiry, threatened that any Borrower has no knowledge is infringing or otherwise adversely affecting the rights of any grounds Person with respect to such rights. Except for such claims and infringements as do not, in the aggregate, give rise to any challengeliability on the part of any Borrower which will, except as set forth or is reasonably likely to, result in Schedule 5.9(b) hereto. Each a Material Adverse Effect, each patent, patent application, patent license, trademark, trademark application, trademark license, service mxxxxxxx, service mxxx xxxx application, service mxxx xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each ; each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With ; with respect to all software owned and developed used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a valid license or source code escrow agreement, and each such source code escrow agreement being is listed on Schedule 5.9(a) 5.9 hereto.

Appears in 1 contract

Samples: Export Import Revolving Credit and Security Agreement (Fairchild Corp)

Patents, Trademarks, Copyrights and Licenses. All material patents, patent applications, registered trademarks, trademark registration applications, registered service marks, service mxxx xxxx registration applications, registered copyrights, copyright registration applications, tradenames, assumed namesregistered design rights, and licenses (excluding licenses for retail software) registered tradenames owned or utilized by any Borrower (other than any license for mass market computer software and other similar licenses for mass marketed products) are set forth on Schedule 5.9(a)5.9, and are valid and have been duly registered or filed with all appropriate Governmental Bodies. Borrower owns or has the right to use Bodies and constitute all of the material intellectual property rights which are necessary for the operation of its business; except as set forth on Schedule 5.9(b). Except to the extent that the same could not reasonably be expected to result in a Material Adverse Effect, (a) there are is no legal proceedings objection to which any Borrower is a defendant which assert an objection or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license, license and no Borrower has no knowledge is aware of any grounds for any challenge, except as set forth in Schedule 5.9(b5.9 hereto, (b) hereto. Each each patent, patent application, patent license, trademark, trademark application, trademark license, service mxxxxxxx, service mxxx xxxx application, service mxxx xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each , and (c) each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With Except for any mass market computer software or other similar mass marketed products, with respect to all software owned and developed used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9(a) 5.9 hereto. No Borrower has any material Intellectual Property which has not been registered.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Union Drilling Inc)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mxxx mark applications, copyrights, copyright applications, tradenamesdesign rightx, xradenames, assumed names, trade secrets and licenses (excluding licenses for retail software) owned or utilized by any Borrower are set forth on Schedule 5.9(a)SCHEDULE 5.9, and are valid and (other than tradenames) have been duly registered or filed with all appropriate Governmental Bodies. Borrower owns or has the right to use Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; except as set forth on Schedule 5.9(b), there are is no legal proceedings objection to which any Borrower is a defendant which assert an objection or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license, license and no Borrower has no knowledge is aware of any grounds for any challenge, except as set forth in Schedule 5.9(b) SCHEDULE 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service mxxxmark, service mxxx mark application, service mxxx mark license, design rights, copyrightxxpyright, copyright cxxxxight application and copyright cxxxxight license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software owned and developed used by Borrowerany Borrower (other than software licensed from Motorola), such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9(a) SCHEDULE 5.9 hereto.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Brightstar Corp.)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, registered trademarks, trademark applications, registered service marks, service mxxx xxxx applications, registered copyrights, registered copyright applications, tradenamesdesign patents and applications thereto, tradenames and assumed names, filed with any Governmental Body and licenses (excluding licenses for retail software) owned or utilized by Borrower and reasonably necessary for the operation of Borrower are set forth on Schedule 5.9(a)5.9, and to the knowledge of Borrower, after due inquiry, are valid and have been duly registered or filed with all appropriate Governmental Bodies. Borrower owns or has the right to use Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; except as set forth on Schedule 5.9(b), there are is no legal proceedings known objection to which any Borrower is a defendant which assert an objection or pending challenge to the validity of any such patent, registered trademark, registered copyright, design rights, tradename, trade secret registered tradename or license, license and Borrower has no knowledge is not aware of any grounds for any challenge, except as set forth in Schedule 5.9(b) 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service mxxxxxxx, service mxxx xxxx application, service mxxx xxxx license, design rights, copyright, copyright application and copyright license owned or held by Borrower and all trade secrets used by Borrower consist of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all Other than software owned that is commercially available and developed by not customized for Borrower, Borrower is either in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each with respect to all software used by Borrower that is material in the operation of its business. Each such source code escrow agreement being listed on Schedule 5.9(a) 5.9 hereto.

Appears in 1 contract

Samples: Revolving Credit, Term Loan and Security Agreement (P&f Industries Inc)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mxxx mark applications, copyrights, copyright applications, tradenamesdesign rights, xxxdenames, assumed names, trade secrets and licenses (excluding licenses for retail software) owned or utilized by any Borrower are set forth on Schedule 5.9(a)5.9, and are valid and have been duly registered or filed with all appropriate Governmental Bodies. Borrower owns governmental authorities if such registration or has filing is required for the right operation of Borrowers' business or to use protect Borrowers' interest in such property, and constitute all of the intellectual property rights which are necessary for the operation of its business; except as set forth on Schedule 5.9(b), to the best of Borrowers' knowledge there are is no legal proceedings objection to which any Borrower is a defendant which assert an objection or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license, license and no Borrower has no knowledge is aware of any grounds for any challenge, except as set forth in Schedule 5.9(b) 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service mxxxmark, service mxxx mark application, service mxxx mark license, design rightsright, copyrightcxxxxight, copyright copyxxxxt application and copyright copyxxxxt license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software owned and developed by Borrower, Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9(a) 5.9 hereto.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Bentley Systems Inc)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mxxx xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses (excluding licenses for retail software) owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9(a5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6), and are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies. Borrower owns or has the right to use Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; except as set forth on Schedule 5.9(b), there are is no legal proceedings objection to which any Borrower is a defendant which assert an objection or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license, license and no Borrower has no knowledge is aware of any grounds for any challenge, except as set forth in Schedule 5.9(b) hereto5.9. Each patent, patent application, patent license, trademark, trademark application, trademark license, service mxxxxxxx, service mxxx xxxx application, service mxxx xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower or any of their respective Subsidiaries and all trade secrets used by any Borrower or any of their respective Subsidiaries consist of original material or property developed by Borrower such Person or was lawfully acquired by Borrower such Person from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned and developed or used by Borrowerany Borrower or any of their respective Subsidiaries, Borrower such Person is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9(a) hereto5.

Appears in 1 contract

Samples: Term Loan and Security Agreement (Empeiria Acquisition Corp)

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service mxxx mark applications, copyrights, copyright and copyright applications, xxd all material design rights, tradenames, assumed names, trade secrets and licenses (excluding licenses for retail software) owned or utilized by any Borrower are set forth on Schedule 5.9(a)SCHEDULE 5.9, and are valid and have been duly registered or filed with all appropriate Governmental Bodies. Borrower owns governmental authorities or has the right to use are valid by reason of common law rights and constitute all of the material intellectual property rights which are necessary for the operation of its business; except as set forth on Schedule 5.9(b), there are is no legal proceedings material objection to which any Borrower is a defendant which assert an objection or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license, license and no Borrower has no knowledge is aware of any grounds for any challenge, except as set forth in Schedule 5.9(b) SCHEDULE 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service mxxxmark, service mxxx mark application, service mxxx mark license, design rightsright, copyrightxxxyright, copyright coxxxxght application and copyright coxxxxght license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material software owned and developed used by any Borrower, such Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9(a) SCHEDULE 5.9 hereto.

Appears in 1 contract

Samples: Revolving Credit, Term Loan and Security Agreement (Lesco Inc/Oh)

Patents, Trademarks, Copyrights and Licenses. All patentspatent registrations, patent applications, trademarkstrademark registrations, trademark applications, service marksxxxx registrations, service mxxx xxxx applications, copyrightscopyright registrations, copyright applications, tradenamesdesign right registrations, trade name registrations, assumed namesname registrations, and material Intellectual Property licenses (excluding licenses for retail software) owned or utilized by any Borrower are set forth on Schedule 5.9(a)5.9, are in full force and are valid effect, all applications and registrations set forth in Schedule 5.9 have been duly registered or filed with all appropriate Governmental Bodies. Borrower owns or has Bodies and, to the right to use knowledge of each Borrower, all licenses and registration constitute all of the registered intellectual property rights which are necessary for the operation of its business; except as set forth in Schedule 5.9 hereto, to the knowledge of each Borrower, there is no objection to any such intellectual property rights listed on Schedule 5.9(b), there are no legal proceedings to which any Borrower is a defendant which assert an objection 5.9 hereto or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret intellectual property right or license, license and no Borrower has no knowledge is aware of any grounds for any challenge. To the knowledge of each Borrower, except as set forth in Schedule 5.9(b) 5.9 hereto. Each , each material patent registration, patent, patent application, patent license, trademark registration, trademark, trademark application, trademark license, service mxxxxxxx, service mxxx xxxx application, service mxxx xxxx license, design rightsright registration, copyrightcopyright registration, copyright application and copyright license owned or held by any Borrower consist consists of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such material items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material software owned and developed used by Borrowerany Borrower (other than “off the shelf” software), such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9(a) 5.9 hereto.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Crocs, Inc.)

Patents, Trademarks, Copyrights and Licenses. (a) All patentspatents and patent applications owned or utilized by any Borrower are valid and have been duly registered or filed with all appropriate Governmental Bodies and are, patent applicationsas of the Closing Date, set forth on Schedule 5.9(a) hereto. (b) All trademarks, trademark applications, service marks, service mxxx xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses (excluding licenses for retail software) owned or utilized by any Borrower are set forth on Schedule 5.9(a), and are valid and have been duly registered or filed with all appropriate Governmental Bodies. Borrower owns or has . (c) Subject to Borrowers’ rights under Section 6.2, the right to use intellectual property rights described in Sections 5.9 (a) and (b) constitute all of the intellectual property rights which are necessary for the operation of its any Borrower’s business; except as set forth on Schedule 5.9(b), and there are is no legal proceedings objection to which any Borrower is a defendant which assert an objection or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradenametrade name, trade secret or license, license and no Borrower has no knowledge is aware of any grounds for any challenge, except as set forth in Schedule 5.9(b5.8(b) hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service mxxxxxxx, service mxxx xxxx application, service mxxx xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each Subject to Borrowers’ rights under Section 6.2, each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. . (d) With respect to all software owned and developed used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9(a) hereto.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Osteotech Inc)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mxxx xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses (excluding licenses for retail software) owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9(a5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6), and are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies. Borrower owns or has the right to use Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; except as set forth on Schedule 5.9(b), there are is no legal proceedings objection to which any Borrower is a defendant which assert an objection or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license, license and no Borrower has no knowledge is aware of any grounds for any challenge, except as set forth in Schedule 5.9(b) hereto5.9. Each patent, patent application, patent license, trademark, trademark application, trademark license, service mxxxxxxx, service mxxx xxxx application, service mxxx xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower or any of their respective Subsidiaries and all trade secrets used by any Borrower or any of their respective Subsidiaries consist of original material or property developed by Borrower such Person or was lawfully acquired by Borrower such Person from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned and developed or used by Borrowerany Borrower or any of their respective Subsidiaries, Borrower such Person is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9(a5.9. To each Borrower’s knowledge after reasonable inquiry, (a) heretosuch Borrower has never infringed or misappropriated and is not currently infringing or misappropriating any Intellectual Property rights of any Person, and (b) no product manufactured, used, distributed, licensed, or sold by or service provided by such Borrower has ever infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights of any Person, in each case, except where such infringement either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Empeiria Acquisition Corp)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mxxx xxxx applications, copyrights, copyright applications, tradenamesdesign rights, trade names, assumed names, trade secrets and licenses (excluding licenses for retail software) owned or utilized by the Borrower or any Subsidiary as of the Effective Date are set forth on Schedule 5.9(a)5.11, and are valid and have been duly registered or filed with all appropriate Governmental Bodies. Borrower owns or has the right to use Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; except as set forth on Schedule 5.9(b), there are is no legal proceedings objection to which any Borrower is a defendant which assert an objection or pending challenge to the validity of any such material patent, trademark, copyright, design rightsright, tradenametrade name, trade secret or license, license and the Borrower has no knowledge is not aware of any grounds for any challenge, except as set forth in Schedule 5.9(b) hereto5.11. Each patent, patent application, patent license, trademark, trademark application, trademark license, service mxxxxxxx, service mxxx xxxx application, service mxxx xxxx license, design rights, copyright, copyright application and copyright license owned or held by the Borrower and each Subsidiary and all trade secrets used by the Borrower and each Subsidiary consist of original material or property developed by the Borrower or such Subsidiary or which was lawfully acquired by the Borrower or such Subsidiary from the proper and lawful owner thereof. Each of such items has been been, or will be, maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all proprietary software owned developed and developed used by Borrowerthe Borrower or any Subsidiary, the Borrower or such Subsidiary is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9(a) hereto.

Appears in 1 contract

Samples: Credit Agreement (Precision Aerospace Components, Inc.)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses (excluding licenses for retail software) owned or utilized by Borrower which are necessary or desirable for the conduct of Borrower's business are set forth on Schedule 5.9(a5.9 (as from time to time supplemented by Borrower), and are valid and have been duly registered or filed with all appropriate Governmental Bodies. Borrower owns or has the right to use governmental authorities and constitute all of the intellectual property rights which are necessary or desirable for the operation conduct of its business; except as set forth on Schedule 5.9(b), there are is no legal proceedings objection to which any Borrower is a defendant which assert an objection or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license, license and Borrower has no knowledge is not aware of any grounds for any challenge, except as set forth in Schedule 5.9(b) hereto5.9 hereto (as in effect on the Closing Date). Each patent, patent application, patent license, trademark, trademark application, trademark license, service mxxx, service mxxx application, service mxxx license, design rightsright, copyright, copyright application and copyright license owned or held by Borrower which are necessary or desirable for the conduct of Borrower's business and all trade secrets used by Borrower consist of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereofthereof to the extent necessary or desirable for the conduct of Borrower's business. With respect to all software owned and developed used by Borrower to the extent necessary or desirable for the conduct of Borrower's business, Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9(a) hereto5.9 hereto (as from time to time supplemented by Borrower).

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Badger Paper Mills Inc)

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service mxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned by or used in the respective business of any Borrower as currently conducted, which are material to its condition (excluding licenses for retail software) owned financial or utilized by Borrower otherwise), are set forth on Schedule 5.9(a)5.9, and are valid and and, except for common law rights, have been duly registered or filed with all appropriate Governmental Bodies. Borrower owns or has the right to use Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; except as set forth on in Schedule 5.9(b)5.9 hereto, there are is no legal proceedings objection to which any Borrower is a defendant which assert an objection or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradenametradenames, trade secret or licenselicense and no claims are pending, and or to the best of each Borrower’s knowledge following diligent inquiry, threatened that any Borrower has no knowledge is infringing or otherwise adversely affecting the rights of any grounds Person with respect to such rights. Except for such claims and infringements as do not, in the aggregate, give rise to any challengeliability on the part of any Borrower which will, except as set forth or is reasonably likely to, result in Schedule 5.9(b) hereto. Each a Material Adverse Effect, each patent, patent application, patent license, trademark, trademark application, trademark license, service mxxx, service mxxx application, service mxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each ; each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With ; with respect to all software owned and developed used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a valid license or source code escrow agreement, and each such source code escrow agreement being is listed on Schedule 5.9(a) 5.9 hereto.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Fairchild Corp)