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

Patents, Trademarks, Et Cetera. Neither Seller nor any Seller Subsidiary owns or has pending, or is licensed under, any Intangibles, other than as described in Schedule 2.09 hereto, all of which are in good standing and uncontested. Schedule 2.09 accurately sets forth with respect to Intangibles owned by Seller or by any Seller Subsidiary, where appropriate, a statement of cost, book value and reserve for depreciation of each item for tax purposes, and net book value of each item for financial reporting purposes, and with respect to Intangibles licensed by Seller or by any Seller Subsidiary from or to a third party, a description of such license. Neither any director, officer, or employee of Seller or of any Seller Subsidiary, any stockholder of Seller of any Seller Subsidiary, any relative or affiliate of any such stockholder or of any such director, officer, or employee, nor any other corporation or enterprise in which any stockholder, 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 business of Seller or of any Seller Subsidiary. Schedule 2.09 sets forth all trademarks used by Seller to identify its products and indicates whether such trademark is protected by registration in the name of Seller on either the principal or supplemental register in the United States Patent and Trademark Office. There is no right under any Intangible necessary to the business of Seller or of any Seller Subsidiary as presently conducted or as it contemplates conducting, except such as are so designated in Schedule 2.09. To the best knowledge of Seller and each Seller Subsidiary, neither Seller nor any Subsidiary has infringed, is infringing, or has received notice of infringement with asserted Intangibles of others. To the knowledge of Seller or any Seller Subsidiary, there is no infringement by others of Intangibles of Seller or of any Subsidiary. As far as Seller or any Seller Subsidiary can foresee, there is no Intangible of others which may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Seller or of any Seller Subsidiary.

Patents, Trademarks, Et Cetera. Neither Seller nor Each material Intangible of the Purchaser and each Purchaser Subsidiary 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 Purchaser SEC Documents contain a true and correct description of: (a) all material Intangibles which are owned (either in whole or in part), used by, or licensed to Purchaser or any Seller Purchaser Subsidiary or which otherwise relate to the businesses of Purchaser and the Purchaser Subsidiaries, and a description of each such Intangible, including, where material, a identification of its respective owner, registrant, or applicant; (b) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Purchaser or any Purchase Subsidiary owns or has pendinguses any material Intangible (whether or not under license from third parties), together with the identification of the owner, registrant, or is licensed underapplicant of each such Intangible; and (c) all contracts, agreements, instruments, leases, and licenses and identification of all parties thereto under which Purchaser or any Intangibles, other than Purchaser Subsidiary grants the right to use any material Intangible. Except as described in Schedule 2.09 heretothe Purchaser SEC Documents, all to the knowledge of which the Purchaser: (e) Purchaser and the Purchaser Subsidiaries are in good standing the sole and uncontested. Schedule 2.09 accurately sets forth with respect to Intangibles owned by Seller exclusive owners or by any Seller Subsidiary, where appropriate, a statement of cost, book value and reserve for depreciation of each item for tax purposeslicensee of, and net book value of each item for financial reporting purposes, and with respect to Intangibles (other than those exclusively licensed by Seller Purchaser or by any Seller a Purchaser Subsidiary from or to a third party) has the right to use, a description all material Intangibles; (f) no material Intangible is subject to any order, judgment, decree, contract, agreement, instrument, lease, or license restricting the scope of such the use thereof; (g) during the last five years, neither the Purchaser nor any 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 (h) neither Purchaser nor any Purchaser Subsidiary is using any patentable invention, confidential information, trade secret, or secret process of others without permission or license. Neither There is no right under any material Intangible necessary to the businesses of Purchaser and the Purchaser Subsidiaries as presently conducted or as it contemplates conducting, except such as are otherwise described in the Purchaser SEC Documents. Except as described in the Purchaser SEC Documents, neither Purchaser nor any Purchaser Subsidiary has infringed, is infringing, and has received notice of infringement in respect of the Intangibles or asserted Intangibles of others 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 Purchaser or any 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 the Purchaser, there is no infringement by others of material Intangibles of Purchaser or any Purchaser Subsidiary. As far as 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 Purchaser and the Purchaser Subsidiaries taken as a whole. All material contracts, agreements, instruments, leases, and licenses pertaining to Intangibles to which Purchaser or any 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 Purchaser or a Purchaser Subsidiary, as applicable, or to which any of its respective businesses, properties, or assets are subject. Except as described in the Purchaser SEC Documents, neither Purchaser nor any Purchaser Subsidiary has registered any trademark, tradename or service mark, design, or name used by Purchaser or any Purchaser Subsidiary tx xxentify its products, businesses, or services. Except as described in the Purchaser SEC Documents, neither any stockholder of Purchaser or any Purchaser Subsidiary, any director, officer, or employee of Seller Purchaser or of any Seller Subsidiary, any stockholder of Seller of any Seller Purchaser Subsidiary, any relative or affiliate of any such stockholder of Purchaser or of any Purchaser Subsidiary, any such director, officer, or employee, nor any other corporation or enterprise in which any stockholderstockholder 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 business businesses of Seller or of any Seller Subsidiary. Schedule 2.09 sets forth all trademarks used by Seller to identify its products Purchaser and indicates whether such trademark is protected by registration in the name of Seller on either the principal or supplemental register in the United States Patent and Trademark Office. There is no right under any Intangible necessary to the business of Seller or of any Seller Subsidiary as presently conducted or as it contemplates conducting, except such as are so designated in Schedule 2.09. To the best knowledge of Seller and each Seller Subsidiary, neither Seller nor any Subsidiary has infringed, is infringing, or has received notice of infringement with asserted Intangibles of others. To the knowledge of Seller or any Seller Subsidiary, there is no infringement by others of Intangibles of Seller or of any Subsidiary. As far as Seller or any Seller Subsidiary can foresee, there is no Intangible of others which may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Seller or of any Seller SubsidiaryPurchaser Subsidiaries.

Patents, Trademarks, Et Cetera. Neither Seller nor any Seller Subsidiary owns does not own or has have pending, or and is not licensed under, any patent, patent application, trademark, trademark application, trade name, service xxxx, copyright, franchise, or other intangible property or asset (all of the foregoing being herein called “Intangibles”), other than as described in Schedule 2.09 heretoExhibit C, all of which are in good standing and uncontested. Schedule 2.09 Exhibit C accurately sets forth with respect to Intangibles owned by Seller or by any Seller Subsidiary, where appropriate, a statement of cost, book value and reserve for depreciation of each item for tax purposes, and net book value of each item for financial reporting purposes, and with respect to Intangibles intangibles licensed by Seller or by any Seller Subsidiary from or to a third partyxxxxx, a description of such license. Neither any director, officer, or employee of Seller or of any Seller Subsidiary, any stockholder of Seller of any Seller Subsidiary, Vendor nor Subsidiary has any relative or affiliate of any such stockholder Vendor or of any my such director, officer, or employee, nor any my other corporation or enterprise in which any stockholderVmdor, 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 ohm substantial interest, possesses any Intangible which relates to the business of Seller or of any Seller Subsidiary. Schedule 2.09 sets forth all trademarks Subsidiary is a trademark used by Seller Subsidiary to identify its products products, and indicates whether such trademark is protected by registration in the name of Seller Subsidiary on either the principal or supplemental [principal] [supplemental] register in the United States Patent and Trademark Office. There is no right under any Intangible necessary to the business of Seller or of any Seller Subsidiary as presently conducted or as it contemplates conducting, except such as are so designated in Schedule 2.09. To the best knowledge of Seller and each Seller Subsidiary, neither Seller nor any Exhibit C. Subsidiary has not infringed, is infringing, or has received notice notica of infringement with asserted Intangibles of others. To the knowledge of Seller or any Seller Subsidiary, there There is no infringement by others of Intangibles of Seller or of any Subsidiary. As far as Seller or any Seller Subsidiary can foresee, there There is no Intangible of others which may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Seller Subsidiary or of any Seller SubsidiaryPurchaser.

Patents, Trademarks, Et Cetera. Neither Seller Purchaser nor any Seller Subsidiary Acquisition owns or has pending, or is licensed under, any Intangibles, other than as described in Schedule 2.09 hereto3.11, all of which are in good standing and uncontested, except as otherwise described in such Schedule 3.11. Schedule 2.09 3.11 accurately sets forth with respect to Intangibles owned by Seller or by any Seller Subsidiary, where appropriate, a statement of cost, book value and reserve for depreciation of each item for tax purposes, and net book value of each item for financial reporting purposes, and with respect to Intangibles licensed by Seller Purchaser or by any Seller Subsidiary Acquisition from or to a third party, a description of such license. Neither Except as set forth in Schedule 3.11, neither any director, officer, or employee of Seller Purchaser or of any Seller SubsidiaryAcquisition, any stockholder of Seller of any Seller Subsidiary, any relative or affiliate of any such stockholder or of any such director, officer, or employee, nor any other corporation or enterprise in which any stockholder, 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 business of Seller Purchaser or of any Seller SubsidiaryAcquisition. Set forth in Schedule 2.09 sets forth 3.11 is a complete list of all trademarks used by Seller Purchaser or its affiliates to identify its products products, and indicates a designation as to whether such trademark is protected by registration in the name of Seller Purchaser or its affiliates on either the principal or supplemental register in the United States Patent and Trademark Office. There is no right under any Intangible necessary to the business of Seller or of any Seller Subsidiary Purchaser as presently conducted or as it contemplates conducting, except such as are so designated in Schedule 2.093.11. To Except as set forth in Schedule 3.11, to the best knowledge of Seller Purchaser and each Seller SubsidiaryAcquisition, neither Seller nor any Subsidiary Purchaser has not infringed, is not infringing, or and has not received notice of infringement with asserted Intangibles of others. To Except as set forth in Schedule 3.11, to the knowledge of Seller Purchaser or any Seller SubsidiaryAcquisition, there is no infringement by others of Intangibles of Seller Purchaser or of any SubsidiaryAcquisition. As far as Seller Purchaser or any Seller Subsidiary Acquisition can foresee, there is no Intangible of others which may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Seller Purchaser or of any Seller SubsidiaryAcquisition.

Patents, Trademarks, Et Cetera. Neither Seller Purchaser nor any Seller Purchaser Subsidiary owns or has pending, or is licensed under, any Intangibles, other than as described in Schedule 2.09 hereto3.11, all of which are in good standing and uncontested. Schedule 2.09 3.11 accurately sets forth with respect to Intangibles owned licensed by Seller Purchaser or by any Seller Subsidiary, where appropriate, a statement of cost, book value and reserve for depreciation of each item for tax purposes, and net book value of each item for financial reporting purposes, and with respect to Intangibles licensed by Seller or by any Seller Purchaser Subsidiary from or to a third party, a description of such license. Neither any director, officer, or employee of Seller Purchaser or of any Seller Purchaser Subsidiary, any stockholder of Seller of any Seller Subsidiary, any relative or affiliate of any such stockholder or of any such director, officer, or employee, nor any other corporation or enterprise in which any stockholder, 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 business of Seller Purchaser or of any Seller Purchaser Subsidiary. Set forth in Schedule 2.09 sets forth 3.11 is a complete list of all trademarks used by Seller Purchaser or its affiliates to identify its products products, and indicates a designation as to whether such trademark is protected by registration in the name of Seller Purchaser or its affiliates on either the principal or supplemental register in the United States Patent and Trademark Office. There is no right under any Intangible necessary to the business of Seller Purchaser or of any Seller Purchaser Subsidiary as presently conducted or as it contemplates conducting, except such as are so designated in Schedule 2.093.11. To the best knowledge of Seller and each Seller SubsidiaryPurchaser, neither Seller Purchaser nor any Purchaser Subsidiary has infringed, is infringing, or has received notice of infringement with asserted Intangibles of others. To the knowledge of Seller Purchaser or any Seller Purchaser Subsidiary, there is no infringement by others of Intangibles of Seller Purchaser or of any Purchaser Subsidiary. As far as Seller Purchaser or any Seller Purchaser Subsidiary can foresee, there is no Intangible of others which may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Seller Purchaser or of any Seller Purchaser Subsidiary.

Patents, Trademarks, Et Cetera. Neither Seller nor any Seller Subsidiary owns or has pending, or is licensed under, any Intangibles, other than as described in Schedule 2.09 hereto, all of which are in good standing and uncontested. Schedule 2.09 accurately sets forth with respect to Intangibles owned by Seller or by any Seller Subsidiary, where appropriate, a statement of cost, book value and reserve for depreciation of each item for tax purposes, and net book value of each item for financial reporting purposes, and with respect to Intangibles licensed by Seller or by any Seller Subsidiary from or to a third party, a description of such license. Neither any director, officer, or employee of Seller or of any Seller Subsidiary, any stockholder of Seller of any Seller Subsidiary, any relative or affiliate of any such stockholder or of any such director, officer, or employee, nor any other corporation or enterprise in which any stockholder, 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 business of Seller or of any Seller Subsidiary. Schedule 2.09 sets forth all trademarks used by Seller to identify its products and indicates whether such trademark is protected by registration in the name of Seller on either the principal or supplemental register in the United States Patent and Trademark Office. There is no right under any Intangible necessary to the business of Seller or of any Seller Subsidiary as presently conducted or as it contemplates conducting, except such as are so designated in Schedule 2.09. To the best knowledge of Seller and each Seller Subsidiary, neither Seller nor any Seller Subsidiary has infringed, is infringing, or has received notice of infringement with asserted Intangibles of others. To the knowledge of Seller or any Seller Subsidiary, there is no infringement by others of Intangibles of Seller or of any Seller Subsidiary. As far as To the knowledge of Seller or any Seller Subsidiary can foreseeSubsidiary, there is no Intangible of others which that may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Seller or of any Seller Subsidiary.