Common use of Patents, Trademarks, Copyrights Clause in Contracts

Patents, Trademarks, Copyrights. (a) All patents and patent applications owned by or licensed to or used by the Company or any of its Subsidiaries that are listed in the Company Disclosure Letter have been duly filed in or issued by the United States Patent and Trademark Office or the corresponding offices of other countries or other jurisdictions to the extent set forth in the Company Disclosure Letter, and have been properly maintained in accordance with all applicable provisions of law and administrative regulations in the United States and each such country or other jurisdictions. Except as set forth in the Company Disclosure Letter: (i) the use of such patents by the Company and its Subsidiaries does not require the consent of any third party; (ii) such patents are freely transferable and are owned exclusively by the Company and its Subsidiaries free and clear of any attachments, liens, royalties, encumbrances, adverse claims, licenses or any other ownership or other interest of any other person whatsoever; (iii) no person has a license from the Company or any of its Subsidiaries to use any of such patents or any claim which may arise from the existence of such patent applications; (iv) no outstanding order, decree, judgment or stipulation, and no proceeding charging the Company or any of its Subsidiaries with infringement of any adversely held patent has been served upon the Company or any of its Subsidiaries at any time during the five-year period prior to and ending on the date hereof or, to the best of the knowledge of the Company and its Subsidiaries, is threatened to be filed; (v) the conduct of the business of the Company and its Subsidiaries as now conducted or proposed to be conducted will not result in the infringement of any of such patents; and (vi) to the best of the knowledge of the Company and its Subsidiaries, no person is infringing upon any of such patents. (b) The Company and its Subsidiaries own or possess all other adequate licenses or other valid rights to use all other material patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, know-how and other proprietary information used or held for use in connection with the business of the Company and its Subsidiaries as currently being conducted and is unaware of any assertions or claims challenging the validity of any of the foregoing. The conduct of the business of the Company and its Subsidiaries as now conducted does not conflict with any patents, patent rights, licenses, trademarks, trademark rights, trade names, trade name rights or copyrights of others in any material way, which is reasonably likely to have a Material Adverse Effect on the Company. No material infringement of any proprietary right owned by or licensed by or to the Company or any of its Subsidiaries is known to the Company or any of its Subsidiaries.

Patents, Trademarks, Copyrights. (a) All patents and patent applications owned by Such Grantor (either itself or licensed to or used by the Company or any of its Subsidiaries that are listed in the Company Disclosure Letter have been duly filed in or issued by the United States Patent and Trademark Office or the corresponding offices of other countries or other jurisdictions to the extent set forth in the Company Disclosure Letter, and have been properly maintained in accordance with all applicable provisions of law and administrative regulations in the United States and each such country or other jurisdictions. Except as set forth in the Company Disclosure Letter: through licensees) (i) will, with respect to each Trademark that is material to the use business of such patents by the Company Borrower and its Subsidiaries does Restricted Subsidiaries, taken as a whole not require the consent of knowingly do any third party; act or knowingly omit to do any act whereby such Trademark is reasonably likely to become invalidated or impaired in any way, (ii) such patents are freely transferable and are owned exclusively by the Company and its Subsidiaries free and clear of will not knowingly do any attachmentsact, liensor knowingly omit to do any act, royalties, encumbrances, adverse claims, licenses or whereby any other ownership or other interest of any other person whatsoever; (iii) no person has a license from the Company or any of its Subsidiaries Patent material to use any of such patents or any claim which may arise from the existence of such patent applications; (iv) no outstanding order, decree, judgment or stipulation, and no proceeding charging the Company or any of its Subsidiaries with infringement of any adversely held patent has been served upon the Company or any of its Subsidiaries at any time during the five-year period prior to and ending on the date hereof or, to the best of the knowledge of the Company and its Subsidiaries, is threatened to be filed; (v) the conduct of the business of the Company Borrower and its Subsidiaries Restricted Subsidiaries, taken as now conducted a whole, is reasonably likely to become abandoned or proposed to be conducted will not result in the infringement of any of such patents; dedicated, and (viiii) will, consistent with past practice, for each work covered by a Copyright that is material to the best of the knowledge of the Company and its Subsidiaries, no person is infringing upon any of such patents. (b) The Company and its Subsidiaries own or possess all other adequate licenses or other valid rights to use all other material patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, know-how and other proprietary information used or held for use in connection with the business of the Company and its Subsidiaries as currently being conducted and is unaware of any assertions or claims challenging the validity of any of the foregoing. The conduct of the business of the Company Borrower and its Subsidiaries Restricted Subsidiaries, taken as now conducted does not conflict a whole, continue to xxxx such work with appropriate copyright notices as necessary and sufficient to establish and preserve its material rights under applicable material copyright laws; (b) Concurrent with the delivery of each compliance certificate pursuant to Section 6.2(a)(i) of the Credit Agreement, if such Grantor, either by itself or through any patentsagent, patent rightsemployee, licenseslicensee or designee, trademarkshas filed an application for registration with the United States Copyright Office or any similar United States office or agency regarding, trademark rightsor has otherwise obtained, trade namesany Copyright or Copyright License that is material to the business of the Borrower and its Restricted Subsidiaries, trade name rights taken as a whole, since the time of delivery of the previous compliance certificate, such Grantor shall execute and deliver an Intellectual Property Security Agreement to evidence the Administrative Agent’s security interest in such material Copyright or copyrights of others Copyright License, as applicable (and such Grantor hereby constitutes the Administrative Agent its attorney-in-fact to execute and file all such writings for the foregoing purposes; such power being coupled with an interest is irrevocable until the Credit Agreement Termination); (c) Consistent with this Agreement and the other Loan Documents, such Grantor will take all reasonable and necessary steps as determined in the Borrower’s reasonable business judgment, including in any proceeding before the United States Copyright Office or any similar United States office or agency, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Patents, Trademarks, and Copyrights that are material wayto the business of the Borrower and its Restricted Subsidiaries, which taken as a whole, including filing of applications for renewal, affidavits of use and affidavits of incontestability; provided, however that no Grantor shall be required to make any filings in the United States Patent and Trademark Office, or any other office in any jurisdiction outside of the United States, in respect of any patent, trademarks or patent or trademark licenses; and (d) In the event that any material Patent, Trademark, or Copyright included in the Collateral is infringed, misappropriated or diluted by a third party, such Grantor shall promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as such Grantor shall reasonably likely deem appropriate under the circumstances to have protect such Patent, Trademark, or Copyright, except, in each case, where the failure to do so could not reasonably be expected to result in a Material Adverse Effect on the Company. No material infringement of any proprietary right owned by or licensed by or to the Company or any of its Subsidiaries is known to the Company or any of its SubsidiariesEffect.

Patents, Trademarks, Copyrights. (a) All patents Such Grantor (either itself or through licensees) (i) will, with respect to each Trademark that is material to the business of the Borrower and patent applications owned by or licensed its Restricted Subsidiaries, taken as a whole (A) continue to or used by the Company or any of its Subsidiaries that are listed in the Company Disclosure Letter have been duly filed in or issued by the United States Patent and use such Trademark Office or the corresponding offices of other countries or other jurisdictions to the extent set forth necessary in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (B) employ such Trademark with the Company Disclosure Letterappropriate notice of registration, (C) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such xxxx pursuant to (and within the time periods required by) this Agreement, and have been properly maintained in accordance with all applicable provisions of law and administrative regulations in the United States and each (D) not knowingly do any act or knowingly omit to do any act whereby such country or other jurisdictions. Except as set forth in the Company Disclosure Letter: (i) the use of such patents by the Company and its Subsidiaries does not require the consent of any third party; Trademark is reasonably likely to become invalidated, (ii) such patents are freely transferable and are owned exclusively by the Company and its Subsidiaries free and clear of will not knowingly do any attachmentsact, liensor knowingly omit to do any act, royalties, encumbrances, adverse claims, licenses or whereby any other ownership or other interest of any other person whatsoever; (iii) no person has a license from the Company or any of its Subsidiaries Patent material to use any of such patents or any claim which may arise from the existence of such patent applications; (iv) no outstanding order, decree, judgment or stipulation, and no proceeding charging the Company or any of its Subsidiaries with infringement of any adversely held patent has been served upon the Company or any of its Subsidiaries at any time during the five-year period prior to and ending on the date hereof or, to the best of the knowledge of the Company and its Subsidiaries, is threatened to be filed; (v) the conduct of the business of the Company Borrower and its Subsidiaries Restricted Subsidiaries, taken as now conducted a whole, is reasonably likely to become abandoned or proposed to be conducted will not result in the infringement of any of such patents; dedicated, and (viiii) will, consistent with past practice, for each work covered by a Copyright that is material to the best of the knowledge of the Company and its Subsidiaries, no person is infringing upon any of such patents. (b) The Company and its Subsidiaries own or possess all other adequate licenses or other valid rights to use all other material patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, know-how and other proprietary information used or held for use in connection with the business of the Company and its Subsidiaries as currently being conducted and is unaware of any assertions or claims challenging the validity of any of the foregoing. The conduct of the business of the Company Borrower and its Subsidiaries Restricted Subsidiaries, taken as now conducted does not conflict a whole, continue to xxxx such work with appropriate copyright notices as necessary and sufficient to establish and preserve its material rights under applicable material copyright laws; (b) Concurrent with the delivery of each compliance certificate pursuant to Section 6.2(a)(i) of the Credit Agreement, if such Grantor, either by itself or through any patentsagent, patent rightsemployee, licenseslicensee or designee, trademarkshas filed an application for registration with the United States Copyright Office or any similar United States office or agency regarding, trademark rightsor has otherwise obtained, trade namesany Copyright or Copyright License that is material to the business of the Borrower and its Restricted Subsidiaries, trade name rights taken as a whole, since the time of delivery of the previous compliance certificate, such Grantor shall execute and deliver an Intellectual Property Security Agreement to evidence the Administrative Agent’s security interest in such material Copyright or copyrights of others Copyright License, as applicable (and such Grantor hereby constitutes the Administrative Agent its attorney-in-fact to execute and file all such writings for the foregoing purposes; such power being coupled with an interest is irrevocable until the Credit Agreement Termination); (c) Consistent with this Agreement and the other Loan Documents, such Grantor will take all reasonable and necessary steps as determined in the Borrower’s reasonable business judgment, including in any proceeding before the United States Copyright Office or any similar United States office or agency, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Patents, Trademarks, and Copyrights that are material wayto the business of the Borrower and its Restricted Subsidiaries, which taken as a whole, including filing of applications for renewal, affidavits of use and affidavits of incontestability; provided, however that no Grantor shall be required to make any filings in the United States Patent and Trademark Office, or any other office in any jurisdiction outside of the United States, in respect of any patent, trademarks or patent or trademark licenses; and (d) In the event that any material Patent, Trademark, or Copyright included in the Collateral is infringed, misappropriated or diluted by a third party, such Grantor shall promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as such Grantor shall reasonably likely deem appropriate under the circumstances to have protect such Patent, Trademark, or Copyright, except, in each case, where the failure to do so could not reasonably be expected to result in a Material Adverse Effect on the Company. No material infringement of any proprietary right owned by or licensed by or to the Company or any of its Subsidiaries is known to the Company or any of its SubsidiariesEffect.

Patents, Trademarks, Copyrights. The call signs and all ------------------------------- slogans, logos, copyrights, patents, trademarks, trade names, service marks, and other similar intangible property rights, including registrations and applications to register or renew the registrations of any of the foregoing, currently used to promote or identify the Stations, or otherwise used in connection with each Station's business, are listed or described on Schedule 1.5 (a) All patents the "Promotional Rights"). The Promotional Rights are either owned or validly licensed by Seller, and patent applications Schedule 1.5 identifies which Promotional Rights are so owned and which are licensed, and if licensed, the royalties paid thereon and the parties paid thereunder. Seller does not have any knowledge, nor has Seller received any notice to the effect that its use of any of the Promotional Rights may be or are claimed to infringe on the right of another. Seller has no knowledge of any infringement or unlawful or unauthorized use of such Promotional Rights, including without limitation the use of any call sign, slogan or logo by any broadcast or licensed cable station in the radio market areas that may be confusingly similar to or the call signs, slogans, and logos currently used by the Company Stations. The operations of the Stations do not infringe any copyright, patent, trademark, trade name, service xxxx, or other similar right of any third party. Seller has not sold, licensed or otherwise disposed of its Subsidiaries that are listed in any Promotional Rights to any person or entity and Seller has not agreed to indemnify any person or entity for any patent, trademark or copyright infringement. Schedule 1.5 lists all of the Company Disclosure Letter Promotional Rights which have been duly registered with, filed in or issued by by, as the case may be, the United States Patent and Trademark Office or the corresponding offices of other countries and United States Copyright Office or other jurisdictions to the extent set forth in the Company Disclosure Letterfiling offices, and have been properly maintained in accordance with all applicable provisions of law and administrative regulations in the United States and each such country domestic or other jurisdictions. Except as set forth in the Company Disclosure Letter: (i) the use of such patents by the Company and its Subsidiaries does not require the consent of any third party; (ii) such patents are freely transferable and are owned exclusively by the Company and its Subsidiaries free and clear of any attachments, liens, royalties, encumbrances, adverse claims, licenses or any other ownership or other interest of any other person whatsoever; (iii) no person has a license from the Company or any of its Subsidiaries to use any of such patents or any claim which may arise from the existence of such patent applications; (iv) no outstanding order, decree, judgment or stipulation, and no proceeding charging the Company or any of its Subsidiaries with infringement of any adversely held patent has been served upon the Company or any of its Subsidiaries at any time during the five-year period prior to and ending on the date hereof or, to the best of the knowledge of the Company and its Subsidiaries, is threatened to be filed; (v) the conduct of the business of the Company and its Subsidiaries as now conducted or proposed to be conducted will not result in the infringement of any of such patents; and (vi) to the best of the knowledge of the Company and its Subsidiaries, no person is infringing upon any of such patentsforeign. (b) The Company and its Subsidiaries own or possess all other adequate licenses or other valid rights to use all other material patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, know-how and other proprietary information used or held for use in connection with the business of the Company and its Subsidiaries as currently being conducted and is unaware of any assertions or claims challenging the validity of any of the foregoing. The conduct of the business of the Company and its Subsidiaries as now conducted does not conflict with any patents, patent rights, licenses, trademarks, trademark rights, trade names, trade name rights or copyrights of others in any material way, which is reasonably likely to have a Material Adverse Effect on the Company. No material infringement of any proprietary right owned by or licensed by or to the Company or any of its Subsidiaries is known to the Company or any of its Subsidiaries.

Patents, Trademarks, Copyrights. (a) All patents The call signs and patent all slogans, logos, copyrights, patents, trademarks, trade names, service marks, and other similar intangible property rights, including registrations and applications owned by to register or licensed to or used by renew the Company or registrations of any of its Subsidiaries that the foregoing, used as of the date hereof to promote or identify the Stations, or otherwise used in connection with the Stations' business, are listed or described on Schedule 1.5 (the "Promotional Rights"). The Promotional Rights are either owned or validly licensed by Seller, and Schedule 1.5 identifies which Promotional Rights are so owned and which are licensed, and if licensed, the royalties paid thereon and the parties paid thereunder. Except to the extent due to Buyer's performance or non-performance under the Time Brokerage Agreement, the operations of the Stations do not infringe any copyright, patent, trademark, trade name, service mark, xx other similar right of any third party. Except in connection with its agreements with Cox Xxxeractive Media, McDoxxxx'x Xxxporation, and Power Pulse Magazine, Seller has not sold, licensed or otherwise disposed of any Promotional Rights to any person or entity and Seller has not agreed to indemnify any person or entity for any patent, trademark or copyright infringement. Schedule 1.5 lists all of the Company Disclosure Letter Promotional Rights which have been duly registered by Seller with, filed in by Seller in, or issued by at the request of Seller by, as the case may be, the United States Patent and Trademark Office or the corresponding offices of other countries and United States Copyright Office or other jurisdictions to the extent set forth in the Company Disclosure Letterfiling offices, and have been properly maintained in accordance with all applicable provisions of law and administrative regulations in the United States and each such country domestic or other jurisdictions. Except as set forth in the Company Disclosure Letter: (i) the use of such patents by the Company and its Subsidiaries does not require the consent of any third party; (ii) such patents are freely transferable and are owned exclusively by the Company and its Subsidiaries free and clear of any attachments, liens, royalties, encumbrances, adverse claims, licenses or any other ownership or other interest of any other person whatsoever; (iii) no person has a license from the Company or any of its Subsidiaries to use any of such patents or any claim which may arise from the existence of such patent applications; (iv) no outstanding order, decree, judgment or stipulation, and no proceeding charging the Company or any of its Subsidiaries with infringement of any adversely held patent has been served upon the Company or any of its Subsidiaries at any time during the five-year period prior to and ending on the date hereof or, to the best of the knowledge of the Company and its Subsidiaries, is threatened to be filed; (v) the conduct of the business of the Company and its Subsidiaries as now conducted or proposed to be conducted will not result in the infringement of any of such patents; and (vi) to the best of the knowledge of the Company and its Subsidiaries, no person is infringing upon any of such patentsforeign. (b) The Company and its Subsidiaries own or possess all other adequate licenses or other valid rights to use all other material patents, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, know-how and other proprietary information used or held for use in connection with the business As of the Company and date hereof, and, except to the extent due to Buyer's performance or non-performance under the Time Brokerage Agreement, as of Closing, Seller does not have any knowledge, nor has Seller received any notice to the effect that its Subsidiaries as currently being conducted and is unaware of any assertions or claims challenging the validity use of any of the foregoingPromotional Rights may be or are claimed to infringe on the right of another. The conduct As of the business date hereof, and, except to the extent due to Buyer's performance or non-performance under the Time Brokerage Agreement, as of the Company and its Subsidiaries as now conducted does not conflict with any patentsClosing, patent rights, licenses, trademarks, trademark rights, trade names, trade name rights or copyrights of others in any material way, which is reasonably likely to have a Material Adverse Effect on the Company. No material infringement Seller has no knowledge of any proprietary right owned infringement or unlawful or unauthorized use of such Promotional Rights, including without limitation the use of any call sign, slogan or logo by any broadcast or licensed by or cable Station in the Phoenix, Arizona area that may be confusingly similar to the Company or any of its Subsidiaries is known to call signs, slogans, and logos currently used by the Company or any of its SubsidiariesStations.