Common use of Patents, Trademarks, Et Cetera Clause in Contracts

Patents, Trademarks, Et Cetera. Neither SheerVision nor any SheerVision Subsidiary owns or has pending, or is licensed or otherwise permitted to use, any material Intangible, other than as described in the SheerVision Disclosure Letter. Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. The SheerVision Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to SheerVision or any SheerVision Subsidiary or which otherwise relate to the businesses of SheerVision or any SheerVision Subsidiary, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than SheerVision or any SheerVision Subsidiary which relates to the businesses, properties, or assets of SheerVision or any SheerVision Subsidiary. Except as specified in the SheerVision Disclosure Letter: (v) SheerVision or a SheerVision Subsidiary is the sole and exclusive owner or licensee of, and (other than those licensed by SheerVision to any SheerVision Subsidiary to a third party) has the right to use, all Intangibles; (vi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (vii) during the last five years, neither SheerVision nor any SheerVision Subsidiary has been charged with, or has charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (viii) neither SheerVision nor any SheerVision Subsidiary is using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of SheerVision or any SheerVision Subsidiary as presently conducted or as it contemplates conducting, except such as are so designated in the SheerVision Disclosure Letter. Neither SheerVision nor any SheerVision Subsidiary has infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has SheerVision or any SheerVision Subsidiary been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of SheerVision, there is no infringement by others of Intangibles of SheerVision or any SheerVision Subsidiary. As far as SheerVision can foresee, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of SheerVision and the SheerVision Subsidiaries taken as a whole. All contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which SheerVision or any SheerVision Subsidiary is a party, or to which any of its respective businesses, properties, or assets are subject, are in compliance with all laws, rules, regulations, orders, judgments, and decrees binding on SheerVision or any SheerVision Subsidiary or to which any of its respective businesses, properties, or assets are subject. The trademarks, tradenames, and service marks used by SheerVision and the SheerVision Subsidiaires to identify, respectively, their products, businesses, and services are set forth in the SheerVision Disclosure Letter. Neither the SheerVision Shareholders, any director, officer, or employee of SheerVision or any SheerVision Subsidiary, any relative or affiliate of the SheerVision Shareholders or any such director, officer, or employee, nor any other corporation or enterprise in which the SheerVision Shareholders, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of SheerVision or any SheerVision Subsidiary.

Patents, Trademarks, Et Cetera. Neither SheerVision Midnight nor any SheerVision Midnight Subsidiary owns or has pending, or is licensed or otherwise permitted to use, any material Intangible, other than as described in the SheerVision Midnight Disclosure Letter. Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. The SheerVision Midnight Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to SheerVision Midnight or any SheerVision Midnight Subsidiary or which otherwise relate to the businesses of SheerVision Midnight or any SheerVision Midnight Subsidiary, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision Midnight or any SheerVision Midnight Subsidiary owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision Midnight or any SheerVision Midnight Subsidiary grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than SheerVision Midnight or any SheerVision Midnight Subsidiary which relates to the businesses, properties, or assets of SheerVision Midnight or any SheerVision Midnight Subsidiary. Except as specified in the SheerVision Midnight Disclosure Letter: (v) SheerVision Midnight or a SheerVision Midnight Subsidiary is the sole and exclusive owner or licensee of, and (other than those licensed by SheerVision Midnight to any SheerVision Midnight Subsidiary to a third party) has the right to use, all Intangibles; (vi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (vii) during the last five years, neither SheerVision Midnight nor any SheerVision Midnight Subsidiary has been charged with, or has charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (viii) neither SheerVision Midnight nor any SheerVision Midnight Subsidiary is using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of SheerVision Midnight or any SheerVision Midnight Subsidiary as presently conducted or as it contemplates conducting, except such as are so designated in the SheerVision Midnight Disclosure Letter. Neither SheerVision Midnight nor any SheerVision Midnight Subsidiary has infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has SheerVision Midnight or any SheerVision Midnight Subsidiary been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of SheerVisionMidnight, there is no infringement by others of Intangibles of SheerVision Midnight or any SheerVision Midnight Subsidiary. As far as SheerVision Midnight can foresee, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of SheerVision Midnight and the SheerVision Midnight Subsidiaries taken as a whole. All contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which SheerVision Midnight or any SheerVision Midnight Subsidiary is a party, or to which any of its respective businesses, properties, or assets are subject, are in compliance with all laws, rules, regulations, orders, judgments, and decrees binding on SheerVision Midnight or any SheerVision Midnight Subsidiary or to which any of its respective businesses, properties, or assets are subject. The trademarks, tradenames, and service marks used by SheerVision Midnight and the SheerVision Subsidiaires Midnight Subsidiaries to identify, respectively, their products, businesses, and services are set forth in the SheerVision Disclosure Letteras follows: All Night Auto, "moon-man" logo, All Night Lube Express, ANA Preferred Business Management System, ANA Vehicle Diagnostix System, ANA Preferred Customer Network, ANX Xreferred Parts Network, ANA Xxxferred Financial Network, ANA Xxeferred Marketing Network, XXX Facility Management System, XXX Preferred Equipment Network, ANA Local Area Network and ANA Xxxferred Supplier Network. Neither the SheerVision xxe Midnight Shareholders, any xny director, officer, or employee of SheerVision Midnight or any SheerVision Midnight Subsidiary, any relative or affiliate of the SheerVision Midnight Shareholders or any such director, officer, or employee, nor any other corporation or enterprise in which the SheerVision Midnight Shareholders, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of SheerVision Midnight or any SheerVision Midnight Subsidiary.

Patents, Trademarks, Et Cetera. Neither SheerVision nor any SheerVision Subsidiary owns Advaxis does not own or has have pending, or and is not licensed or otherwise permitted to use, any material Intangible, other than as described in Section I of the SheerVision Advaxis Disclosure Letter. Each Except as set forth in Section I of the Advaxis Disclosure Letter, each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. The SheerVision Section I of the Advaxis Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to SheerVision or any SheerVision Subsidiary Advaxis or which otherwise relate to the businesses of SheerVision or any SheerVision SubsidiaryAdvaxis, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary Advaxis owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary Advaxis grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than SheerVision or any SheerVision Subsidiary Advaxis which relates to the businesses, properties, or assets of SheerVision or any SheerVision SubsidiaryAdvaxis. Except as specified in Section I of the SheerVision Advaxis Disclosure Letter: (vi) SheerVision or a SheerVision Subsidiary Advaxis is the sole and exclusive owner or licensee of, and (other than those licensed by SheerVision to any SheerVision Subsidiary Advaxis to a third party) has the right to use, all Intangibles; (viii) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (viiiii) during the last five years, neither SheerVision nor any SheerVision Subsidiary Advaxis has not been charged with, or and has not charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (viiiiv) neither SheerVision nor any SheerVision Subsidiary Advaxis is not using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of SheerVision or any SheerVision Subsidiary Advaxis as presently conducted or as it contemplates conducting, except such as are so designated in Section I of the SheerVision Advaxis Disclosure Letter. Neither SheerVision nor any SheerVision Subsidiary Except as set forth in Section I of the Advaxis Disclosure Letter, Advaxis has not infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has SheerVision or any SheerVision Subsidiary Advaxis been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of SheerVisionAdvaxis, there is no infringement by others of Intangibles of SheerVision or any SheerVision SubsidiaryAdvaxis. As far as SheerVision can foreseeTo the knowledge of Advaxis, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of SheerVision and the SheerVision Subsidiaries taken as a whole. All contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which SheerVision or any SheerVision Subsidiary is a party, or to which any of its respective businesses, properties, or assets are subject, are in compliance with all laws, rules, regulations, orders, judgments, and decrees binding on SheerVision or any SheerVision Subsidiary or to which any of its respective businesses, properties, or assets are subject. The trademarks, tradenames, and service marks used by SheerVision and the SheerVision Subsidiaires to identify, respectively, their products, businesses, and services are set forth in the SheerVision Disclosure Letter. Neither the SheerVision Shareholders, any director, officer, or employee of SheerVision or any SheerVision Subsidiary, any relative or affiliate of the SheerVision Shareholders or any such director, officer, or employee, nor any other corporation or enterprise in which the SheerVision Shareholders, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of SheerVision or any SheerVision Subsidiary.of

Patents, Trademarks, Et Cetera. Neither SheerVision VNI nor any SheerVision Subsidiary Acquisition owns or has pending, or is licensed or otherwise permitted to use, any material IntangibleIntangibles, other than as described in Section C of the SheerVision VNI Disclosure Letter. Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. The SheerVision Section C of the VNI Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to SheerVision VNI or any SheerVision Subsidiary Acquisition or which otherwise relate to the businesses of SheerVision VNI or any SheerVision SubsidiaryAcquisition, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision VNI or any SheerVision Subsidiary Acquisition owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision VNI or any SheerVision Subsidiary Acquisition grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than SheerVision VNI or any SheerVision Subsidiary Acquisition which relates to the businesses, properties, or assets of SheerVision VNI or any SheerVision SubsidiaryAcquisition. Except as specified in Section C of the SheerVision VNI Disclosure Letter, to the knowledge of VNI: (v) SheerVision VNI or a SheerVision Subsidiary Acquisition, as the case may be, is the sole and exclusive owner or licensee of, and (other than those exclusively licensed by SheerVision to any SheerVision Subsidiary VNI or Acquisition to a third party) has the right to use, all Intangibles; (vi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (vii) during the last five years, neither SheerVision VNI nor any SheerVision Subsidiary Acquisition has been charged with, or has charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (viii) neither SheerVision VNI nor any SheerVision Subsidiary Acquisition is using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of SheerVision VNI or any SheerVision Subsidiary of Acquisition as presently conducted or as it contemplates they contemplate conducting, except such as are so designated in Section C of the SheerVision VNI Disclosure Letter. Neither SheerVision Except as described in Section C of the VNI Disclosure Letter, neither VNI nor any SheerVision Subsidiary Acquisition has infringed, is not infringing, and or has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has SheerVision VNI or any SheerVision Subsidiary Acquisition been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of SheerVision, VNI or Acquisition there is no infringement by others of Intangibles of SheerVision VNI or any SheerVision SubsidiaryAcquisition. As far as SheerVision VNI or Acquisition can reasonably foresee, there is no Intangible or asserted Intangible of others that which may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of SheerVision and the SheerVision Subsidiaries taken as a wholeVNI or of Acquisition. All material contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which SheerVision VNI or any SheerVision Subsidiary Acquisition is a party, or to which any of its their respective businesses, properties, or assets are subject, are in compliance in all material respects with all laws, rules, regulations, orders, judgments, and decrees binding on SheerVision VNI or any SheerVision Subsidiary Acquisition or to which any of its their respective businesses, properties, 60 or assets are subject. The trademarksVNI or Acquisition has reserved the corporate "dba" fictitious name "Titan General Holdings, tradenames, Inc." in the states of Nevada and service marks used by SheerVision Utah and the SheerVision Subsidiaires intends to use such name to identify, respectively, their its products, businesses, and or services are set forth in following the SheerVision Disclosure LetterEffective Time. Neither the SheerVision Shareholdersany stockholder of VNI, any director, officer, or employee of SheerVision VNI or any SheerVision Subsidiaryof Acquisition, any relative or affiliate of the SheerVision Shareholders or any stockholder of VNI, any such director, officer, or employee, nor any other corporation or enterprise in which the SheerVision Shareholdersany stockholder of VNI, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of SheerVision VNI or any SheerVision SubsidiaryAcquisition.

Patents, Trademarks, Et Cetera. Neither SheerVision nor any SheerVision Subsidiary owns Seller does not own or has have pending, or is licensed or otherwise permitted to use, any material Intangible, other than as described in the SheerVision Seller Disclosure Letter. Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. The SheerVision Seller Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to SheerVision or any SheerVision Subsidiary Seller or which otherwise relate to the businesses of SheerVision or any SheerVision SubsidiarySeller, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary Seller owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary Seller grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than SheerVision or any SheerVision Subsidiary Seller which relates to the businesses, properties, or assets of SheerVision or any SheerVision SubsidiarySeller. Except as specified in the SheerVision Seller Disclosure Letter: (v) SheerVision or a SheerVision Subsidiary Seller is the sole and exclusive owner or licensee of, and (other than those licensed by SheerVision to any SheerVision Subsidiary Seller to a third party) has the right to use, all Intangibles; (vi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (vii) during the last five years, neither SheerVision nor any SheerVision Subsidiary Seller has not been charged with, or has charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (viii) neither SheerVision nor any SheerVision Subsidiary Seller is not using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of SheerVision or any SheerVision Subsidiary Seller as presently conducted or as it contemplates conducting, except such as are so designated in the SheerVision Seller Disclosure Letter. Neither SheerVision nor any SheerVision Subsidiary Seller has not infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has SheerVision or any SheerVision Subsidiary Seller been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of SheerVisionSeller, there is no infringement by others of Intangibles of SheerVision or any SheerVision SubsidiarySeller. As far as SheerVision Seller can foresee, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of SheerVision and the SheerVision Subsidiaries taken as a wholeSeller. All contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which SheerVision or any SheerVision Subsidiary Seller is a party, or to which any of its respective businesses, properties, or assets are subject, are in compliance with all laws, rules, regulations, orders, judgments, and decrees binding on SheerVision or any SheerVision Subsidiary Seller or to which any of its respective businesses, properties, or assets are subject. The trademarks, tradenames, and service marks used by SheerVision and the SheerVision Subsidiaires Seller to identify, respectively, their products, identify its businesses, and services are as set forth in the SheerVision Seller Disclosure Letter. Neither the SheerVision Shareholders, any director, officer, or employee of SheerVision or any SheerVision SubsidiarySeller, any relative or affiliate of the SheerVision Shareholders foregoing or any such director, officer, or employee, nor any other corporation or enterprise in which the SheerVision Shareholderswhich, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of SheerVision or any SheerVision SubsidiarySeller.

Patents, Trademarks, Et Cetera. Neither SheerVision nor any SheerVision Subsidiary owns Classic does not own or has have pending, or and is not licensed or otherwise permitted to use, any material IntangibleIntangibles, other than as described in the SheerVision Disclosure LetterSchedule 3.09. Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. The SheerVision Disclosure Letter Schedule 3.09 contains a true and correct listing of: (ia) all Intangibles which are owned (either in whole or in part), used by, or licensed to SheerVision or any SheerVision Subsidiary Classic or which otherwise relate to the businesses of SheerVision or any SheerVision SubsidiaryClassic, and a description of each such Intangible which identifies its owner, registrant, or applicant; (iib) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary Classic owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iiic) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary Classic grants the right to use any Intangible; and (ivd) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than SheerVision or any SheerVision Subsidiary Classic which relates to the businesses, properties, or assets of SheerVision or any SheerVision SubsidiaryClassic. Except as specified in Schedule 3.09, to the SheerVision Disclosure Letterknowledge of the Seller and Classic: (ve) SheerVision or a SheerVision Subsidiary Classic is the sole and exclusive owner or licensee of, and (other than those exclusively licensed by SheerVision to any SheerVision Subsidiary Classic to a third party) has the right to use, all Intangibles; (vif) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (viig) during the last five years, neither SheerVision the Seller nor any SheerVision Subsidiary Classic has been charged with, or has charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (viiih) neither SheerVision nor any SheerVision Subsidiary Classic is not using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of SheerVision or any SheerVision Subsidiary Classic as presently conducted or as it contemplates conducting, except such as are so designated in the SheerVision Disclosure LetterSchedule 3.09. Neither SheerVision nor any SheerVision Subsidiary Except as described in Schedule 3.09, Classic has not infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has SheerVision or any SheerVision Subsidiary Classic been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of SheerVisionthe Seller and Classic, there is no infringement by others of Intangibles of SheerVision or any SheerVision SubsidiaryClassic. As far as SheerVision the Seller and Classic can reasonably foresee, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of SheerVision and the SheerVision Subsidiaries taken as a wholeClassic. All material contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which SheerVision or any SheerVision Subsidiary Classic is a party, or to which any of its respective businesses, properties, or assets are subject, are in compliance in all material respects with all laws, rules, regulations, orders, judgments, and decrees binding on SheerVision or any SheerVision Subsidiary Classic or to which any of its respective businesses, properties, or assets are subject. The trademarks, tradenames, and service marks used by SheerVision and the SheerVision Subsidiaires to identify, respectively, their products, businesses, and services are Except as set forth in the SheerVision Disclosure LetterSchedule 3.09, Classic did not register any trademark, tradename or service mark, design, or name used by Classic to identify its products, busxxxxses, or services. Neither the SheerVision Shareholdersany stockholder of Classic, any director, officer, or employee of SheerVision or any SheerVision SubsidiaryClassic, any relative or affiliate of the SheerVision Shareholders or any stockholder of Classic, any Seller, any such director, officer, or employee, nor any other corporation or enterprise in which the SheerVision Shareholdersany stockholder of Classic, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of SheerVision or any SheerVision SubsidiaryClassic.

Patents, Trademarks, Et Cetera. Neither SheerVision nor any SheerVision Each material Intangible of the Purchaser and each Purchaser Subsidiary owns or has pending, or is licensed or otherwise permitted to use, any material Intangible, other than as described in the SheerVision Disclosure Letter. Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. The SheerVision Disclosure Letter contains Purchaser SEC Documents contain a true and correct listing description of: (ia) all material Intangibles which are owned (either in whole or in part), used by, or licensed to SheerVision Purchaser or any SheerVision Purchaser Subsidiary or which otherwise relate to the businesses of SheerVision or any SheerVision SubsidiaryPurchaser and the Purchaser Subsidiaries, and a description of each such Intangible which identifies Intangible, including, where material, a identification of its respective owner, registrant, or applicant; (iib) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision Purchaser or any SheerVision Purchase Subsidiary owns or uses any material Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; and (iiic) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision Purchaser or any SheerVision Purchaser Subsidiary grants the right to use any material Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than SheerVision or any SheerVision Subsidiary which relates to the businesses, properties, or assets of SheerVision or any SheerVision Subsidiary. Except as specified described in the SheerVision Disclosure LetterPurchaser SEC Documents, to the knowledge of the Purchaser: (ve) SheerVision or a SheerVision Subsidiary is Purchaser and the Purchaser Subsidiaries are the sole and exclusive owner owners or licensee of, and (other than those exclusively licensed by SheerVision to any SheerVision Purchaser or a Purchaser Subsidiary to a third party) has the right to use, all material Intangibles; (vif) no material Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (viig) during the last five years, neither SheerVision the Purchaser nor any SheerVision Purchaser Subsidiary has been charged with, or has charged others with, unfair competition, infringement of any material Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (viiih) neither SheerVision Purchaser nor any SheerVision Purchaser Subsidiary is using any patentable invention, confidential information, trade secret, or secret process of othersothers without permission or license. There is no right under any material Intangible necessary to the businesses of SheerVision or any SheerVision Subsidiary Purchaser and the Purchaser Subsidiaries as presently conducted or as it contemplates conducting, except such as are so designated otherwise described in the SheerVision Disclosure LetterPurchaser SEC Documents. Neither SheerVision Except as described in the Purchaser SEC Documents, neither Purchaser nor any SheerVision Purchaser Subsidiary has infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of othersothers which alleged infringement, if determined adversely to the Purchaser or any Purchaser Subsidiary, would have a material adverse effect on the business, prospects, financial condition, or results of operations of the Purchaser and the Purchaser Subsidiaries taken as a whole, nor has SheerVision Purchaser or any SheerVision Purchaser Subsidiary been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated, which alleged infringement, if determined adversely to the Purchaser or any Purchaser Subsidiary, would have a material adverse effect on the business, prospects, financial condition, or results of operations of the Purchaser and the Purchaser Subsidiaries taken as a whole. To the knowledge of SheerVisionthe Purchaser, there is no infringement by others of material Intangibles of SheerVision Purchaser or any SheerVision Purchaser Subsidiary. As far as SheerVision the Purchaser can reasonably foresee, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of SheerVision Purchaser and the SheerVision Purchaser Subsidiaries taken as a whole. All material contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which SheerVision Purchaser or any SheerVision Purchaser Subsidiary is a party, or to which any of its respective businesses, properties, or assets are subject, are in compliance in all material respects with all laws, rules, regulations, orders, judgments, and decrees binding on SheerVision Purchaser or any SheerVision Subsidiary a Purchaser Subsidiary, as applicable, or to which any of its respective businesses, properties, or assets are subject. The trademarksExcept as described in the Purchaser SEC Documents, tradenamesneither Purchaser nor any Purchaser Subsidiary has registered any trademark, and tradename or service marks mark, design, or name used by SheerVision and the SheerVision Subsidiaires to identify, respectively, their Purchaser or any Purchaser Subsidiary tx xxentify its products, businesses, and services are set forth or services. Except as described in the SheerVision Disclosure Letter. Neither the SheerVision ShareholdersPurchaser SEC Documents, neither any stockholder of Purchaser or any Purchaser Subsidiary, any director, officer, or employee of SheerVision Purchaser or any SheerVision Purchaser Subsidiary, any relative or affiliate of the SheerVision Shareholders any stockholder of Purchaser or any Purchaser Subsidiary, any such director, officer, or employee, nor any other corporation or enterprise in which the SheerVision Shareholdersany stockholder of Purchaser or any Purchaser Subsidiary, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of SheerVision or any SheerVision SubsidiaryPurchaser and the Purchaser Subsidiaries.

Patents, Trademarks, Et Cetera. Neither SheerVision nor any SheerVision Subsidiary owns GXPT does not own or has have pending, or and is not licensed or otherwise permitted to use, any material Intangiblepatent, patent application, trademark, trademark application, service mark, copyright, copyright application, franchise, trade secret, xxxputer program (in object or source code or otherwise), or other intangible property or asset (collectively, "Intangibles"), other than as described in Section I of the SheerVision GXPT Disclosure Letter. Each Intangible set forth in such Section I of the GXPT Disclosure Letter is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplatedcontemplated by GXPT and may reasonably be contemplated by GXPT after the effective date of this Agreement and the closing of the Offering. The SheerVision Section I of the GXPT Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to SheerVision or any SheerVision Subsidiary GXPT or which otherwise relate to the businesses of SheerVision or any SheerVision SubsidiaryGXPT, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary GXPT owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary GXPT grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than SheerVision or any SheerVision Subsidiary GXPT which relates to the businesses, properties, or assets of SheerVision or any SheerVision SubsidiaryGXPT. Except as specified in Section I of the SheerVision GXPT Disclosure Letter, to the knowledge of GXPT: (v) SheerVision or a SheerVision Subsidiary GXPT is the sole and exclusive owner or licensee of, and (other than those exclusively licensed by SheerVision to any SheerVision Subsidiary GXPT to a third party) has the right to use, all Intangibles; (vi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (vii) during the last five years, neither SheerVision nor any SheerVision Subsidiary GXPT has not been charged with, or and has not charged others with, unfair competition, competition or infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (viii) neither SheerVision nor any SheerVision Subsidiary GXPT is not using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of SheerVision or any SheerVision Subsidiary GXPT as presently conducted or as it contemplates conducting, except such as are so designated in Section I of the SheerVision GXPT Disclosure Letter. Neither SheerVision nor any SheerVision Subsidiary Except as described in Section I of the GXPT Disclosure Letter, GXPT has not infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has SheerVision or any SheerVision Subsidiary GXPT been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of SheerVisionGXPT, there is no infringement by others of Intangibles of SheerVision or any SheerVision SubsidiaryGXPT. As far as SheerVision GXPT can reasonably foresee, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of SheerVision and the SheerVision Subsidiaries taken as a wholeGXPT. All material contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which SheerVision or any SheerVision Subsidiary GXPT is a party, or to which any of its respective businesses, properties, or assets are subject, are in compliance in all material respects with all laws, rules, regulations, orders, judgments, and decrees binding on SheerVision or any SheerVision Subsidiary GXPT or to which any of its respective businesses, properties, or assets are subject. The trademarksGXPT did not register any trademark, tradenamestradename or service mark, and service marks design, or name used by SheerVision and the SheerVision Subsidiaires GXPT to identify, respectively, their identify its products, businessesxxxxnesses, and services are set forth in the SheerVision Disclosure Letteror services. Neither the SheerVision Shareholdersany stockholder of GXPT, any director, officer, or employee of SheerVision or any SheerVision SubsidiaryGXPT, any relative or affiliate of the SheerVision Shareholders or any stockholder of GXPT, any such director, officer, or employee, nor any other corporation or enterprise in which the SheerVision Shareholdersany stockholder of GXPT, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of SheerVision or any SheerVision SubsidiaryGXPT.

Patents, Trademarks, Et Cetera. Neither SheerVision nor any SheerVision Subsidiary owns The Purchaser does not own or has have pending, or and is not licensed or otherwise permitted to use, any material IntangibleIntangibles, other than as described in the SheerVision Purchaser Disclosure LetterLetter or the Purchaser SEC Documents. Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. The SheerVision Purchaser Disclosure Letter contains a true and correct listing of: (i) all Intangibles which are owned (either in whole or in part), used by, or licensed to SheerVision or any SheerVision Subsidiary Purchaser or which otherwise relate to the businesses of SheerVision or any SheerVision SubsidiaryPurchaser, and a description of each such Intangible which identifies its owner, registrant, or applicant; (ii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary Purchaser owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iii) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary Purchaser grants the right to use any Intangible; and (iv) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than SheerVision or any SheerVision Subsidiary Purchaser which relates to the businesses, properties, or assets of SheerVision or any SheerVision SubsidiaryPurchaser. Except as specified in the SheerVision Purchaser Disclosure LetterLetter or the Purchaser SEC Documents, to the knowledge of Purchaser: (v) SheerVision or a SheerVision Subsidiary Purchaser is the sole and exclusive owner or licensee of, and (other than those exclusively licensed by SheerVision to any SheerVision Subsidiary Purchaser to a third party) has the right to use, all Intangibles; (vi) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (vii) during the last five years, neither SheerVision nor any SheerVision Subsidiary Purchaser has not been charged with, or and has not charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (viii) neither SheerVision nor any SheerVision Subsidiary Purchaser is not using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of SheerVision or any SheerVision Subsidiary Purchaser as presently conducted or as it contemplates conducting, except such as are so designated in the SheerVision Purchaser Disclosure LetterLetter or the Purchaser SEC Documents. Neither SheerVision nor any SheerVision Subsidiary Except as described in the Purchaser Disclosure Letter or the Purchaser SEC Documents, Purchaser has not infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has SheerVision or any SheerVision Subsidiary Purchaser been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of SheerVisionPurchaser, there is no infringement by others of Intangibles of SheerVision or any SheerVision SubsidiaryPurchaser. As far as SheerVision Purchaser can reasonably foresee, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of SheerVision and the SheerVision Subsidiaries taken as a wholePurchaser. All material contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which SheerVision or any SheerVision Subsidiary Purchaser is a party, or to which any of its respective businesses, properties, or assets are subject, are in compliance in all material respects with all laws, rules, regulations, orders, judgments, and decrees binding on SheerVision or any SheerVision Subsidiary Purchaser or to which any of its respective businesses, properties, or assets are subject. The trademarksPurchaser did not register any trademark, tradenamestradename or service xxxx, and service marks design, or name used by SheerVision and the SheerVision Subsidiaires Purchaser to identify, respectively, their identify its products, businesses, and services are set forth in the SheerVision Disclosure Letteror services. Neither the SheerVision Shareholdersany stockholder of Purchaser, any director, officer, or employee of SheerVision or any SheerVision SubsidiaryPurchaser, any relative or affiliate of the SheerVision Shareholders or any stockholder of Purchaser, any such director, officer, or employee, nor any other corporation or enterprise in which the SheerVision Shareholdersany stockholder of Purchaser, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of SheerVision or any SheerVision SubsidiaryPurchaser.

Patents, Trademarks, Et Cetera. Neither SheerVision nor any SheerVision Subsidiary owns Classic does not own or has have pending, or and is not licensed or otherwise permitted to use, any material IntangibleIntangibles, other than as described in the SheerVision Disclosure LetterSchedule 3.09. Each Intangible is validly issued and is currently in force and uncontested in all jurisdictions in which it is used or in which such use is contemplated. The SheerVision Disclosure Letter Schedule 3.09 contains a true and correct listing of: (ia) all Intangibles which are owned (either in whole or in part), used by, or licensed to SheerVision or any SheerVision Subsidiary Classic or which otherwise relate to the businesses of SheerVision or any SheerVision SubsidiaryClassic, and a description of each such Intangible which identifies its owner, registrant, or applicant; (iib) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary Classic owns or uses any Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or applicant of each such Intangible; (iiic) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which SheerVision or any SheerVision Subsidiary Classic grants the right to use any Intangible; and (ivd) all validity, infringement, right-to-use, or other opinions of counsel (whether in-house or outside) which concern the validity, infringement, or enforceability of any Intangible owned or controlled by a party other than SheerVision or any SheerVision Subsidiary Classic which relates to the businesses, properties, or assets of SheerVision or any SheerVision SubsidiaryClassic. Except as specified in Schedule 3.09, to the SheerVision Disclosure Letterknowledge of the Seller and Classic: (ve) SheerVision or a SheerVision Subsidiary Classic is the sole and exclusive owner or licensee of, and (other than those exclusively licensed by SheerVision to any SheerVision Subsidiary Classic to a third party) has the right to use, all Intangibles; (vif) no Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of the use thereof; (viig) during the last five years, neither SheerVision the Seller nor any SheerVision Subsidiary Classic has been charged with, or has charged others with, unfair competition, infringement of any Intangible, or wrongful use of confidential information, trade secrets, or secret processes; and (viiih) neither SheerVision nor any SheerVision Subsidiary Classic is not using any patentable invention, confidential information, trade secret, or secret process of others. There is no right under any Intangible necessary to the businesses of SheerVision or any SheerVision Subsidiary Classic as presently conducted or as it contemplates conducting, except such as are so designated in the SheerVision Disclosure LetterSchedule 3.09. Neither SheerVision nor any SheerVision Subsidiary Except as described in Schedule 3.09, Classic has not infringed, is not infringing, and has not received notice of infringement in respect of the Intangibles or asserted Intangibles of others, nor has SheerVision or any SheerVision Subsidiary Classic been advised by counsel or others that it is infringing or may infringe the Intangibles or asserted Intangibles of others if any currently contemplated business activity is effectuated. To the knowledge of SheerVisionthe Seller and Classic, there is no infringement by others of Intangibles of SheerVision or any SheerVision SubsidiaryClassic. As far as SheerVision the Seller and Classic can reasonably foresee, there is no Intangible or asserted Intangible of others that may materially adversely affect the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of SheerVision and the SheerVision Subsidiaries taken as a wholeClassic. All material contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which SheerVision or any SheerVision Subsidiary Classic is a party, or to which any of its respective businesses, properties, or assets are subject, are in compliance in all material respects with all laws, rules, regulations, orders, judgments, and decrees binding on SheerVision or any SheerVision Subsidiary Classic or to which any of its respective businesses, properties, or assets are subject. The trademarks, tradenames, and service marks used by SheerVision and the SheerVision Subsidiaires to identify, respectively, their products, businesses, and services are Except as set forth in the SheerVision Disclosure LetterSchedule 3.09, Classic did not register any trademark, tradename or service mark, design, or name used by Classic to identify its products, xxsinesses, or services. Neither the SheerVision Shareholdersany stockholder of Classic, any director, officer, or employee of SheerVision or any SheerVision SubsidiaryClassic, any relative or affiliate of the SheerVision Shareholders or any stockholder of Classic, any Seller, any such director, officer, or employee, nor any other corporation or enterprise in which the SheerVision Shareholdersany stockholder of Classic, any such director, officer, or employee, or any such relative or affiliate had or now has a 5% or greater equity or voting or other substantial interest, possesses any Intangible which relates to the businesses of SheerVision or any SheerVision SubsidiaryClassic.