Common use of Patents, Trademarks, Etc Clause in Contracts

Patents, Trademarks, Etc. (a) Schedule 3.12.1 of the Disclosure Schedules sets forth a list of all United States or foreign patents, trademark registrations, trade names, domain name registrations, copyright registrations, and all applications therefore, owned by the Company (the “Registered Rights”), specifying as to each such item, as applicable, the owner thereof and the jurisdiction in which the item is issued, registered or applied for, including any issuance, registration or application numbers, and the date of application, issuance or registration of the item. Except as set forth on Schedule 3.12.2 of the Disclosure Schedules, to the Company’s knowledge (a) the Company owns or possesses adequate rights to use all patents, trademarks, service marks, copyrights, know-how, trade secrets, product formulas, franchises, inventions, rights-to-use and other intellectual property rights (“Intellectual Property”) used or held for use by the Company, (b) the conduct of the Company’s business as now being conducted, and the use of the Company’s Intellectual Property, does not conflict with any Intellectual Property of others, (c) no person other than the Company owns or has any direct or indirect proprietary or financial interest in any of the Company’s owned Intellectual Property, (d) there is no contractual restriction affecting the use of the Company’s Intellectual Property, and the Company has not given any indemnification to any Person against infringement of the Intellectual Property of others, (e) except for patent applications and trademark applications, the Registered Rights are valid and in full force and effect and not subject to any proceeding challenging their extent or validity, (f) the Company is the applicant of record in all patent applications and applications for trademarks, and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such applications, (g) none of the trade secrets, confidential know-how or other confidential or proprietary information of the Company have been disclosed to any Person unless such disclosure was necessary and made pursuant to an appropriate confidentiality agreement, or was made pursuant to a subpoena or similar legal process and (h) the Company is not aware of any present infringement or misappropriation of any of the Intellectual Property owned by the Company and used in the Company’s business by any person, and the Company has not asserted or threatened any claim or objection against any person for any such infringement or misappropriation, nor is there any basis in fact for any such objection or claim. (b) The computer software used in the Company’s business is adequate for the operation of the Company’s business. Except as set forth on Schedule 3.12.3, the Company has taken commercially reasonable steps to ensure that the computer software owned, licensed or used by them does not contain any viruses, “worms,” disabling or malicious code, or other anomalies that would materially impair the functionality of the computer software. The Company has taken commercially reasonable steps to provide for the backup, archival and recovery of the critical business data of the Company.

Patents, Trademarks, Etc. (a) Set forth in Schedule 3.12.1 of the Disclosure Schedules sets forth 3.14 is a list and brief description of all United States or foreign patents, patent rights, patent applications, trademarks, trademark registrationsapplications, service marks, service xxxx applications, trade names, domain name registrations, copyright registrationsnames and copyrights, and all applications thereforefor such which are in the process of being prepared, owned by or registered in the name of the Company (and each Subsidiary, or of which the “Registered Rights”), specifying as to each such item, as applicable, the owner thereof and the jurisdiction Company or any Subsidiary is a licensor or licensee or in which the item is issued, registered Company or applied for, including any issuance, registration or application numbersSubsidiary has any right, and the date of application, issuance or registration in each case a brief description of the itemnature of such right. Except as set forth on Schedule 3.12.2 of the Disclosure Schedules, to the Company’s knowledge (a) the The Company owns and each Subsidiary currently has all licenses or possesses adequate other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, know-howmanufacturing processes, formulae, trade secretssecrets and know how (collectively, product formulas, franchises, inventions, rights-to-use and other intellectual property rights (“"Intellectual Property”") used which the Company or held for use by the Company, (b) any Subsidiary presently believes are necessary or desirable to the conduct of the Company’s its business as now being conducted and proposed to be conducted, and the use of no claim is pending or, to the Company’s Intellectual Property's or any Subsidiary's knowledge, does not conflict with any Intellectual Property of othersthreatened, (c) no person other than to the Company owns or has any direct or indirect proprietary or financial interest in any of effect that the Company’s owned Intellectual Property, (d) there is no contractual restriction affecting the use of the Company’s Intellectual Property, and the Company has not given any indemnification to any Person against infringement of the Intellectual Property of others, (e) except for patent applications and trademark applications, the Registered Rights are valid and in full force and effect and not subject to any proceeding challenging their extent or validity, (f) the Company is the applicant of record in all patent applications and applications for trademarks, and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such applications, (g) none of the trade secrets, confidential know-how or other confidential or proprietary information operations of the Company have been disclosed to or any Person unless such disclosure was necessary and made pursuant to an appropriate confidentiality agreement, Subsidiary infringe upon or was made pursuant to a subpoena or similar legal process and (h) conflict with the Company is not aware asserted rights of any present infringement other person under any Intellectual Property. No claim is pending or, to the Company's or misappropriation of any of Subsidiary's knowledge, threatened, to the effect that any such Intellectual Property owned or licensed by the Company and used in or any Subsidiary, or which the Company or any Subsidiary otherwise has the right to use, is invalid or unenforceable by the Company or such Subsidiary. To the Company’s business 's knowledge, all technical information developed by any person, and belonging to the Company and each Subsidiary which has not asserted been patented has been kept confidential. Neither the Company nor any Subsidiary has granted or threatened assigned to any claim other person or objection against entity any person for any such infringement right to manufacture, have manufactured, assemble or misappropriation, nor is there any basis in fact for any such objection sell the products or claim. (b) The computer software used in proposed products or to provide the Company’s business is adequate for the operation services or proposed services of the Company’s business. Except as set forth on Schedule 3.12.3, the Company has taken commercially reasonable steps to ensure that the computer software owned, licensed or used by them does not contain any viruses, “worms,” disabling or malicious code, or other anomalies that would materially impair the functionality of the computer software. The Company has taken commercially reasonable steps to provide for the backup, archival and recovery of the critical business data of the CompanySubsidiary.

Patents, Trademarks, Etc. (a) The Disclosure Schedule 3.12.1 of the Disclosure Schedules sets forth a complete and correct list of all: (i) patented or registered Intellectual Property Rights and pending applications therefor and (ii) to Parent's knowledge, all United States or foreign patents, trademark registrations, material trade names, domain name registrations, copyright registrationsnames and material unregistered trademarks and material service marks included in the Intellectual Property rights, and (iii) all applications therefore, owned by licenses or similar agreements or arrangements for the Company (the “Registered Rights”), specifying as Intellectual Property Rights to each such itemwhich Seller is a party and all licenses or similar agreements or arrangements for intellectual property rights to which Parent or Seller, as applicablethe case may be, the owner thereof and the jurisdiction in which the item is issued, registered or applied for, including any issuance, registration or application numbers, and the date of application, issuance or registration of the itema party as a licensee. Except as set forth on Schedule 3.12.2 in the Disclosure Schedule, the Intellectual Property Rights comprise, to Parent's knowledge, all of the material intellectual property rights necessary or desirable for the operation of the Tissue Business as currently conducted in all material respects. Except as set forth in the Disclosure SchedulesSchedule, to the Company’s knowledge (a) the Company Parent or Seller owns all right, title and interest in and to or possesses adequate licenses or other valid rights to use all patents, trademarks, service marks, copyrights, know-how, trade secrets, product formulas, franchises, inventions, rights-to-use Intellectual Property Rights necessary for the operation of the Tissue Business as currently conducted free and clear of all Encumbrances (other intellectual property rights (“Intellectual Property”) used or held for use by the Companythan Permitted Encumbrances), (b) to Parent's knowledge, the conduct of the Company’s business Tissue Business as now being conducted, and the use of the Company’s Intellectual Property, conducted does not conflict with or misappropriate any Intellectual Property intellectual property rights of othersany third party and nor, to Parent's knowledge, will any such infringement, misappropriation or conflict occur as a result of the continued operation of the Tissue Business as currently conducted, except for matters not having a Material Adverse Effect, (c) no person other than written or, to Parent's knowledge, verbal claim by any third party contesting the Company owns or has any direct or indirect proprietary or financial interest in any of the Company’s owned Intellectual Property, (d) there is no contractual restriction affecting the use of the Company’s Intellectual Property, and the Company has not given any indemnification to any Person against infringement of the Intellectual Property of others, (e) except for patent applications and trademark applications, the Registered Rights are valid and in full force and effect and not subject to any proceeding challenging their extent or validity, (f) the Company is the applicant of record in all patent applications and applications for trademarksenforceability, and no opposition, extension of time to oppose, interference, rejection, use or refusal to register has been received in connection with any such applications, (g) none of the trade secrets, confidential know-how or other confidential or proprietary information of the Company have been disclosed to any Person unless such disclosure was necessary and made pursuant to an appropriate confidentiality agreement, or was made pursuant to a subpoena or similar legal process and (h) the Company is not aware of any present infringement or misappropriation ownership of any of the Intellectual Property owned by Rights has been made, is currently outstanding or, to the Company and used in the Company’s business by any personParent's knowledge, is threatened, and the Company has (d) neither Parent nor Seller have received any notices of, and are not asserted or threatened aware of any claim or objection against facts which indicate any person for any such infringement or misappropriation, nor is there any basis in fact for any such objection or claim. (b) The computer software used in the Company’s business is adequate for the operation of the Company’s business. Except as set forth on Schedule 3.12.3, the Company has taken commercially reasonable steps to ensure that the computer software owned, licensed or used by them does not contain any viruses, “worms,” disabling or malicious codemisappropriation by, or other anomalies conflict with, any third party with respect to the Intellectual Property Rights (including, without limitation, any demand or request that would materially impair the functionality of the computer software. The Company has taken commercially reasonable steps to provide for the backup, archival and recovery of the critical business data of the CompanyParent or Seller license any rights from a third party).

Patents, Trademarks, Etc. (ai) Schedule 3.12.1 of the Disclosure Schedules sets forth 3.1(r)(i) contains a true and complete list of all United States or foreign patents, patent applications, trademark registrations, trade names, domain name registrationsand service mxxx registrations and applications, copyright registrationsregistrations and applications, and all applications thereforematerial copyrights and grants of licenses or rights to the Company or its Subsidiaries with respect to any of the foregoing, owned owned, used or claimed by the Company or its Subsidiaries, whether registered or not (collectively, the “Registered RightsIntellectual Property”), specifying as . True and complete copies of all agreements relating to each such item, as applicable, the owner thereof and the jurisdiction in which the item is issued, registered or applied for, including any issuance, registration or application numbers, and Intellectual Property have been made available to Parent prior to the date of application, issuance or registration of the item. this Agreement. (ii) Except as set forth on described in Schedule 3.12.2 of the Disclosure Schedules3.1(r)(ii), to the Company’s knowledge (a) the Company owns or possesses adequate rights and its Subsidiaries own and/or have the exclusive right to use the Intellectual Property, including all patentsrenewals therefor, trademarks, service marks, copyrightsand own all claims for infringement thereof. The Company and its Subsidiaries own and/or have the right to use every trade secret, know-how, trade secretsprocess, product formulasdiscovery, franchisesdevelopment, inventionsdesign, rights-to-use technique, customer and supplier list, promotional idea, marketing and purchasing strategy, computer program (including source code) technical data, invention, process, confidential data and other intellectual property rights (“Intellectual Property”) used information developed, created, or held for use invented by the Company, (b) Company or its Subsidiaries which is material to the conduct of the Company’s business business, or any of its Subsidiaries’ businesses, as now being conductedpresently conducted (collectively, “Proprietary Information”), and the use have received no written claims of infringement from any third party with respect to any of the Company’s Intellectual PropertyProprietary Information. The Company and its Subsidiaries have taken reasonable measures to protect the secrecy and confidentiality of all Proprietary Information. (iii) Schedule 3.1(r)(iii) contains a true and complete list of all licenses of, does not conflict with or rights to, Proprietary Information granted to the Company or its Subsidiaries by others or to others by the Company or its Subsidiaries which are currently in effect. Except as described in Schedule 3.1(r)(iii), neither the Company nor any of its Subsidiaries (a) has sold, transferred, assigned, licensed, restricted, encumbered or subjected to any Lien other than Permitted Liens any Intellectual Property or Proprietary Information or any interest therein, or (b) is obligated or under any liability whatsoever to make any payments by way of othersroyalties, (c) no person other than the Company owns fees or has any direct or indirect proprietary or financial interest in any of the Company’s owned Intellectual Property, (d) there is no contractual restriction affecting the use of the Company’s Intellectual Property, and the Company has not given any indemnification otherwise to any Person against infringement of the owner or licensor of, or other claimant to, any Intellectual Property of others, (e) except for patent applications and trademark applications, the Registered Rights are valid and in full force and effect and not subject to any proceeding challenging their extent or validity, (f) the Company is the applicant of record in all patent applications and applications for trademarks, and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such applications, (g) none of the trade secrets, confidential know-how or other confidential or proprietary information of the Company have been disclosed to any Person unless such disclosure was necessary and made pursuant to an appropriate confidentiality agreement, or was made pursuant to a subpoena or similar legal process and (h) the Company is not aware of any present infringement or misappropriation of any of the Intellectual Property owned by the Company and used in the Company’s business by any person, and the Company has not asserted or threatened any claim or objection against any person for any such infringement or misappropriation, nor is there any basis in fact for any such objection or claimProprietary Information. (biv) The computer software used in the Company’s business is adequate for the operation of the Company’s business. Except as set forth on described in Schedule 3.12.33.1(r)(iv), the Company has taken commercially reasonable steps received no written notice of, and to ensure that the computer software ownedCompany’s Knowledge there is not threatened, licensed any claim, action, suit, inquiry, judicial or used by them does not contain any viruses, “worms,” disabling administrative proceeding or malicious code, or other anomalies that would materially impair arbitration which challenges the functionality rights of the computer software. The Company in respect of any Intellectual Property or any Proprietary Information. (v) All necessary documentation evidencing proper title in the Company of all patents, patent applications, trademark registration applications and trademark registrations set forth on Schedules 3.1(r)(i) and 3.1(r)(ii) has taken commercially reasonable steps to provide for been filed with the backup, archival U.S. Patent and recovery of the critical business data of the CompanyTrademark Office.

Patents, Trademarks, Etc. (a) Schedule 3.12.1 of the Disclosure Schedules 3.11 attached hereto sets forth a list complete and accurate listing of all United States or and foreign patents, trademark registrationstrademarks, trade names, domain name registrationsservice marks and copyrights (collectively, copyright registrationsthe "Intellectual Property") owned, licensed, used or held for use in the conduct of the businesses of the Seller, whether registered or unregistered, and all any applications therefore, owned by the Company (the “Registered Rights”), specifying as to each such item, as applicable, the owner thereof and the jurisdiction in which the item is issued, registered or applied for, including any issuance, registration or application numbers, and the date of application, issuance or registration of the itemregistrations therefor. Except as set forth on in Schedule 3.12.2 3.11, the Seller solely owns and has the exclusive right to use, free and clear of any payments or encumbrances which in the Disclosure Schedules, aggregate are material to the Company’s knowledge (a) the Company owns or possesses adequate rights to use all patents, trademarks, service marks, copyrights, know-how, trade secrets, product formulas, franchises, inventions, rights-to-use and other intellectual property rights (“Intellectual Property”) used or held for use by the Company, (b) the conduct of the Company’s business of the Seller, all such Intellectual Property. Except as now being conductedset forth in Schedule 3.11, there is no claim or demand of any person pertaining to, or any proceedings which are pending or, to the knowledge of the Seller, threatened, which challenge the exclusive rights of the Seller in respect of any Intellectual Property whether registered or unregistered. Except as set forth in Schedule 3.11, no Intellectual Property is subject to any agreement restricting the use thereof or any outstanding order, ruling, decree, judgment or stipulation by or with any court, arbitrator or administrative agency, and none of the Intellectual Property infringes the intellectual property rights of others or, to the knowledge of the Seller, is being infringed by others or is used by others (whether or not such use constitutes infringement). There are no agreements or licenses between the Seller and any other person or entity which may have been terminated or expired prior to the date hereof and under which the Seller has granted rights or licenses in the Intellectual Property to such other persons or entities or granted an option to acquire such rights or licenses, which rights or licenses or the option to acquire the same survived such termination or expiration. Except as set forth in Schedule 3.11, no person or entity has any licenses under any of the Intellectual Property. Notwithstanding the foregoing, the Seller makes no representation or warranty as to the registrability or enforceability of any Intellectual Property for which registration has not been sought or for which registration has not been granted, or which is not presently being used by the Seller in conducting its business. Moreover, the Seller makes no representation or warranty with regard to the use of the Company’s Intellectual Property, does not conflict with any Intellectual Property of others, (c) no person other than the Company owns with goods and services not presently provided by or has any direct or indirect proprietary or financial interest in any of the Company’s owned Intellectual Property, (d) there is no contractual restriction affecting the use of the Company’s Intellectual Property, and the Company has not given any indemnification presently proposed to any Person against infringement of the Intellectual Property of others, (e) except for patent applications and trademark applications, the Registered Rights are valid and in full force and effect and not subject to any proceeding challenging their extent or validity, (f) the Company is the applicant of record in all patent applications and applications for trademarks, and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such applications, (g) none of the trade secrets, confidential know-how or other confidential or proprietary information of the Company have been disclosed to any Person unless such disclosure was necessary and made pursuant to an appropriate confidentiality agreement, or was made pursuant to a subpoena or similar legal process and (h) the Company is not aware of any present infringement or misappropriation of any of the Intellectual Property owned be provided by the Company and used Seller in the Company’s its business by any person, and the Company has not asserted or threatened any claim or objection against any person for any such infringement or misappropriation, nor as it is there any basis in fact for any such objection or claimnow conducted. (b) The computer software used in Seller owns and has the Company’s business is adequate for the operation unlimited right to use, execute, reproduce, display, perform, modify, enhance, distribute, prepare derivative works of or sublicense any of the Company’s businessBusiness know-how (as defined below) possessed by Seller or its affiliates relating to goods and services presently provided by or presently proposed to be provided by the Seller. Except The Seller has not granted any licenses or otherwise disclosed nor has it agreed to disclose any of its Business know-how except as set forth on in Schedule 3.12.33.11. As used in this paragraph, the Company has taken commercially reasonable steps to ensure that the computer "Business know-how" shall mean all trade secrets and confidential business and technical information, including ideas, skills, methods, experience, research and development, know-how, formulas, manuscripts, artwork, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, engineering notebooks, industrial models, software owned, licensed or used by them does not contain any viruses, “worms,” disabling or malicious code, or other anomalies that would materially impair the functionality of the computer software. The Company has taken commercially reasonable steps to provide for the backup, archival and recovery of the critical business data of the Companyspecifications.

Patents, Trademarks, Etc. (a) Schedule 3.12.1 of the Disclosure Schedules sets forth a list of SCHEDULE 4.16 lists all United States or foreign patents, trademark registrations, trade names, domain name registrations, copyright registrations, Intellectual Property which is owned and all applications therefore, owned by the Company (the “Registered Rights”), specifying as to each such item, as applicable, the owner thereof and the jurisdiction in which the item is issued, registered or applied for, including any issuance, registration or application numbers, and the date of application, issuance or registration of the item. Except as set forth on Schedule 3.12.2 of the Disclosure Schedules, to the Company’s knowledge (a) the Company owns or possesses adequate rights to use all patents, trademarks, service marks, copyrights, know-how, trade secrets, product formulas, franchises, inventions, rights-to-use and other intellectual property rights (“Intellectual Property”) used or held for use by the CompanyCompany (the "INTELLECTUAL PROPERTY RIGHTS") and which is material to the Company or the Business specifying as to each as applicable: (i) the nature of such Intellectual Property Right; (ii) the owner of such Intellectual Property Right; (iii) the jurisdictions by or in which such Intellectual Property Right has been issued or registered or in which an application for such issuance or registration has been filed, including the respective registration or application numbers; and (biv) material licenses, sublicenses and other agreements as to which the Company or any of its Affiliates is a party and pursuant to which any Person is authorized to use such Intellectual Property Right including the identity of all parties thereto, a description of the nature and subject matter thereof, the royalty provided and the term thereof. Except as set forth in SCHEDULE 4.16, the Company is the sole and exclusive owner of, with all right, title and interest in and to, free and clear of any Lien, the Intellectual Property Rights described therein and has sole and exclusive right (without being contractually obligated to pay in the future compensation to any third party in respect thereof) to the use thereof or the material covered thereby in connection with the services or products in respect of which they are being used. The Intellectual Property Rights constitute all of the Intellectual Property used by the Company in the conduct of the Company’s business as now being conducted, Business and the use there are no other items of the Company’s Intellectual Property, does not conflict with any Intellectual Property of others, (c) no person other than that are material to the Company owns or has any direct or indirect proprietary or financial interest in any of the Company’s owned Intellectual Property, (d) there is no contractual restriction affecting the use of the Company’s Intellectual Property, and the Company has not given any indemnification to any Person against infringement of the Intellectual Property of others, (e) except for patent applications and trademark applications, the Registered Rights are valid and in full force and effect and not subject to any proceeding challenging their extent or validity, (f) the Company is the applicant of record in all patent applications and applications for trademarks, and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such applications, (g) none of the trade secrets, confidential know-how or other confidential or proprietary information of the Company have been disclosed to any Person unless such disclosure was necessary and made pursuant to an appropriate confidentiality agreement, or was made pursuant to a subpoena or similar legal process and (h) the Company is not aware of any present infringement or misappropriation of any of the Intellectual Property owned by the Company and used in the Company’s business by any person, and the Company has not asserted or threatened any claim or objection against any person for any such infringement or misappropriation, nor is there any basis in fact for any such objection or claimBusiness. (b) The computer software used in the Company’s business is adequate for the operation of the Company’s business. Except as set forth on Schedule 3.12.3in SCHEDULE 4.16, the Company has taken commercially reasonable steps no writings for which a claim for copyright has been recorded or is pending. (c) Except as set forth in SCHEDULE 4.16, the Company (i) has not been sued or charged in writing with or been a defendant in any claim, suit, action or proceeding relating to ensure that the computer software ownedCompany not finally terminated prior to the date hereof involving a claim of infringement of any patents, licensed trademarks, service marks or used by them does not contain copyrights, (ii) has no knowledge of any viruses, “worms,” disabling such charge or malicious codeclaim, or other anomalies that would materially impair the functionality (iii) has no knowledge (d) The consummation of the computer software. The Company has taken commercially reasonable steps transactions contemplated by this Agreement will not contravene or constitute a default under, require the consent of any person pursuant to provide for or otherwise result in the backup, archival and recovery termination or impairment of the critical business data of the Company(or permit any Person to terminate or otherwise impair) any Intellectual Property Right.

Patents, Trademarks, Etc. (a) Schedule 3.12.1 of the Disclosure Schedules sets forth a list of all United States or foreign patents, trademark registrations, trade names, domain name registrations, copyright registrations, and all applications therefore, owned by the Company (the “Registered Rights”), specifying as to each such item, as applicable, the owner thereof and the jurisdiction in which the item is issued, registered or applied for, including any issuance, registration or application numbers, and the date of application, issuance or registration of the item. Except as set forth on Schedule 3.12.2 in Section 3.24(a) of the EVG Disclosure SchedulesSchedule, EVG owns exclusively or has the exclusive right, or prior to the Company’s knowledge (a) Closing Date will own exclusively or have the Company owns or possesses adequate rights exclusive right to use use, free and clear of all liens, charges, claims and restrictions, all technology, software, software tools, patents, trade secrets, trademarks, service marks, trade names, copyrights, know-howlicenses, domain names and other intangible rights and proprietary information necessary for its business as now conducted or currently proposed to be conducted ("Intellectual Property Rights"), and is not infringing upon or otherwise acting adversely to the right or claimed right of any person under or with respect to any of the foregoing, including, but not limited to, any right or claimed right of any of Roessler's former employers. Without limiting the generality of the xxxxxxxxx, EVG further represents that it owns exclusively or has the exclusive right, or prior to the Closing Date will own exclusively or have the exclusive right to use, free and clear of all liens, charges, claims and restrictions, all technology, software, software tools, patents, trade secrets, product formulastrademarks, franchisesservice marks, inventionstrade names, rights-to-use copyrights, licenses, domain names and other intangible rights and proprietary information necessary for the manufacture and sale of Xtremegamut papers, inks and other consumables and is not infringing upon or otherwise acting adversely to the right or claimed right of any person under or with respect to the foregoing. Section 3.24(a) of the EVG Disclosure Schedule identifies each patent, trademark registration, service mark registration and copyright registration with respect to the Ixxxxlectual Property Rights, or application for any of the foregoing, which is owned or licensed by EVG, has been issued to EVG or has been submitted by EVG for issuance and lists the application and registration number, date of application, date of registration, names of all assignors and registered owners and the country of filing for each such right, if applicable. To the knowledge of EVG and the Shareholders, (i) all applications for registration of such Intellectual Property Rights were true and accurate at the time of filing; and (ii) all fees to maintain such Intellectual Property Rights including, without limitation, registration, maintenance and prosecution fees, and all professional fees incurred in connection therewith, have been paid. The Intellectual Property Rights constitute all the intellectual property rights (“Intellectual Property”) used or held for use by the Company, (b) in and/or necessary to the conduct of the Company’s EVG's business as now being conducted, it is currently conducted and the use all intellectual property required for products under development by EVG as of the Company’s Intellectual Property, does not conflict with any Intellectual Property of others, (c) no person other than the Company owns or has any direct or indirect proprietary or financial interest in any of the Company’s owned Intellectual Property, (d) there is no contractual restriction affecting the use of the Company’s Intellectual Property, and the Company has not given any indemnification to any Person against infringement of the Intellectual Property of others, (e) except for patent applications and trademark applications, the Registered Rights are valid and in full force and effect and not subject to any proceeding challenging their extent or validity, (f) the Company is the applicant of record in all patent applications and applications for trademarks, and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such applications, (g) none of the trade secrets, confidential know-how or other confidential or proprietary information of the Company have been disclosed to any Person unless such disclosure was necessary and made pursuant to an appropriate confidentiality agreement, or was made pursuant to a subpoena or similar legal process and (h) the Company is not aware of any present infringement or misappropriation of any of the Intellectual Property owned by the Company and used in the Company’s business by any person, and the Company has not asserted or threatened any claim or objection against any person for any such infringement or misappropriation, nor is there any basis in fact for any such objection or claimdate hereof. (b) The computer software used in the Company’s business is adequate for the operation of the Company’s business. Except as set forth on Schedule 3.12.3, the Company has taken commercially reasonable steps to ensure that the computer software owned, licensed or used by them does not contain any viruses, “worms,” disabling or malicious code, or other anomalies that would materially impair the functionality of the computer software. The Company has taken commercially reasonable steps to provide for the backup, archival and recovery of the critical business data of the Company.

Patents, Trademarks, Etc. (a) Set forth in Schedule 3.12.1 of the Disclosure Schedules sets forth I is a list and brief description of all United States or domestic and foreign patents, patent rights, patent applications, trademarks, trademark registrationsapplications, trade internet domain names, domain name registrationsservice marks, copyright registrationsservice mark applications, and all applications therefore, xxxde names owned by the Company (the “Registered Rights”), specifying as to each such item, as applicable, the owner thereof and the jurisdiction in which the item is issued, registered or applied for, including any issuance, registration or application numbers, and the date of application, issuance or registration of the itemCompany. Except as set forth on Schedule 3.12.2 of the Disclosure Schedules, to the Company’s knowledge (a) the The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, xxxde names, internet domain names, copyrights, know-howmanufacturing processes, formulae, trade secrets, product formulascustomer lists, franchisesknow how and rights of publicity and privacy with respect to likenesses and data pertaining to real persons (collectively, inventions, rights-to-use and other intellectual property rights (“"Intellectual Property”") used in or held for use by necessary to the conduct of its business as conducted and as proposed to be conducted. No claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property or that any third party is infringing upon or conflicting with the asserted rights of the Company under any Intellectual Property. (b) the conduct of the Company’s business as now being conductedAll patents, registrations and the use of the Company’s Intellectual Property, does not conflict with any applications for Intellectual Property of others, that are set forth in Schedule I (ci) no person other than the Company owns or has any direct or indirect proprietary or financial interest in any of the Company’s owned Intellectual Property, (d) there is no contractual restriction affecting the use of the Company’s Intellectual Property, and the Company has not given any indemnification to any Person against infringement of the Intellectual Property of others, (e) except for patent applications and trademark applications, the Registered Rights are valid and in full force enforceable, and effect and not subject to any proceeding challenging their extent or validityhave been duly maintained, (fii) are standing in the record ownership of the Company is (or all documents needed to bring title to such Intellectual Property into the applicant of record in all patent applications and applications for trademarks, and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such applications, (g) none of the trade secrets, confidential know-how or other confidential or proprietary information name of the Company have been disclosed to any Person unless such disclosure was necessary filed and made pursuant to an appropriate confidentiality agreement, or was made pursuant to a subpoena or similar legal process all recording fees paid) and (hiii) have not lapsed, expired or been abandoned, and are not the Company is not aware subject of any present infringement opposition, interference, cancellation proceeding or misappropriation of other legal or governmental proceeding before any governmental entity in any jurisdiction that could have a Material Adverse Effect on the Company. No claim is pending or to the best of the Company's knowledge threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company and used in otherwise has the right to use, is invalid or unenforceable by the Company’s business by any person, and the Company has not asserted or threatened any claim or objection against any person there is no basis for any such infringement claim (whether or misappropriation, nor is there any basis in fact for any such objection not pending or claim. (b) The computer software used in the Company’s business is adequate for the operation of the Company’s business. Except as set forth on Schedule 3.12.3, the Company has taken commercially reasonable steps to ensure that the computer software owned, licensed or used by them does not contain any viruses, “worms,” disabling or malicious code, or other anomalies that would materially impair the functionality of the computer softwarethreatened). The Company has taken commercially reasonable steps to provide for the backupis not, archival and recovery nor will it be as a result of the critical business data execution and delivery of this Agreement or the Companyperformance of its obligations under this Agreement, in breach of any license, sublicense or other agreement relating to Intellectual Property.

Patents, Trademarks, Etc. (a) Schedule 3.12.1 of the Disclosure Schedules sets forth a list of all United States or foreign patentsThe Company owns, trademark registrations, trade names, domain name registrations, copyright registrations, and all applications therefore, owned by the Company (the “Registered Rights”), specifying as to each such item, as applicable, the owner thereof and the jurisdiction in which the item is issued, registered or applied for, including any issuance, registration or application numbers, and the date of application, issuance or registration of the item. Except as set forth on Schedule 3.12.2 of the Disclosure Schedules, to the Company’s knowledge (a) the Company owns or possesses adequate licenses or other rights to use use, all patents, trademarks, service marks, trade names and copyrights and trade secrets, if any, necessary to conduct its business as operated immediately prior to completion of this Agreement. The patents, trademarks, service marks, copyrights, know-how, trade names and trade secrets, product formulasif any, franchises, inventions, rights-to-use and other intellectual property rights (“Intellectual Property”) registered in the name of or owned or used by or held for use by the Company, (b) the conduct of the Company’s business as now being conducted, and the use of the Company’s Intellectual Property, does not conflict with any Intellectual Property of others, (c) no person other than licensed to the Company owns or has any direct or indirect proprietary or financial interest in any of the Company’s owned Intellectual Property, (d) there is no contractual restriction affecting the use of the Company’s Intellectual Property, and the Company has not given any indemnification to any Person against infringement of the Intellectual Property of others, (e) except for patent applications and trademark applications, the Registered Rights are valid and in full force and effect and not subject to any proceeding challenging their extent or validity, (f) the Company is the applicant of record in all patent applications and applications for trademarksany thereof (hereinafter the “Intangibles”) are Disclosed. Seller hereby specifically acknowledge that all right, title and no opposition, extension of time interest in and to oppose, interference, rejection, or refusal to register has been received in connection with any such applications, (g) none of the trade secrets, confidential know-how or other confidential or proprietary information of all patents Disclosed as patents owned by the Company have been disclosed to any Person unless such disclosure was necessary and made pursuant to an appropriate confidentiality agreement, or was made pursuant to a subpoena or similar legal process and (h) the Company is not aware of any present infringement or misappropriation of any of the Intellectual Property are owned by the Company and that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee of the Company owns any patents or patent applications or any inventions, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by the Company except as Disclosed . All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as Disclosed. The Company has not been charged with, nor so far as the Seller is aware has it infringed, nor so far as the Seller is aware is the Company threatened to be charged with infringement of, any patent, proprietary rights or trade secrets of others in the Company’s business by any personconduct of its Business, and and, to the date hereof, the Company has not received any actual notice of conflict with or violation of the asserted rights in intangibles or threatened trade secrets of any claim third party outside the Group. The Company is not now manufacturing any goods under a present permit, franchise or objection against license, except as Disclosed. The consummation of the transactions contemplated hereby will not alter or impair any person for rights of the Company in any such infringement Intangibles or misappropriation, nor is there any basis in fact for any such objection permit, franchise or claim. (b) The computer software used in the Company’s business is adequate for the operation of the Company’s business. Except license, except as set forth on Schedule 3.12.3, the Company has taken commercially reasonable steps to ensure that the computer software owned, licensed or used by them does not contain any viruses, “worms,” disabling or malicious code, or other anomalies that would materially impair the functionality of the computer softwareDisclosed. The Company has taken commercially reasonable steps the sole and exclusive right to provide for use its corporate and trade names in the backup, archival and recovery of the critical business data of the CompanyUnited Kingdom.

Patents, Trademarks, Etc. (a) Set forth in Schedule 3.12.1 of the Disclosure Schedules sets forth I is a list and brief description of all United States or ---------- domestic and foreign patents, patent rights, patent applications, trademarks, trademark registrationsapplications, internet domain names, service marks, service xxxx applications, trade names, domain name registrations, copyright registrations, and all applications therefore, names owned by the Company (the “Registered Rights”), specifying as to each such item, as applicable, the owner thereof and the jurisdiction in which the item is issued, registered or applied for, including any issuance, registration or application numbers, and the date of application, issuance or registration of the itemCompany. Except as set forth on Schedule 3.12.2 of the Disclosure Schedules, to the Company’s knowledge (a) the The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, internet domain names, copyrights, know-howmanufacturing processes, formulae, trade secrets, product formulascustomer lists, franchisesknow how and rights of publicity and privacy with respect to likenesses and data pertaining to real persons (collectively, inventions, rights-to-use and other intellectual property rights (“"Intellectual Property”") used in or held for use by necessary to the conduct of its business as conducted and as proposed to be conducted. No claim is pending or, to the best of the Company's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property or that any third party is infringing upon or conflicting with the asserted rights of the Company under any Intellectual Property. (b) the conduct of the Company’s business as now being conductedAll patents, registrations and the use of the Company’s Intellectual Property, does not conflict with any applications for Intellectual Property of others, that are set forth in Schedule I (ci) no person other than the Company owns or has any direct or indirect proprietary or financial interest in any of the Company’s owned Intellectual Property, (d) there is no contractual restriction affecting the use of the Company’s Intellectual Property, and the Company has not given any indemnification to any Person against infringement of the Intellectual Property of others, (e) except for patent applications and trademark applications, the Registered Rights are valid and in full force enforceable, and effect and not subject to any proceeding challenging their extent or validityhave been duly maintained, (fii) are standing in the record ownership of the Company is (or all documents needed to bring title to such Intellectual Property into the applicant of record in all patent applications and applications for trademarks, and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such applications, (g) none of the trade secrets, confidential know-how or other confidential or proprietary information name of the Company have been disclosed to any Person unless such disclosure was necessary filed and made pursuant to an appropriate confidentiality agreement, or was made pursuant to a subpoena or similar legal process all recording fees paid) and (hiii) have not lapsed, expired or been abandoned, and are not the Company is not aware subject of any present infringement opposition, interference, cancellation proceeding or misappropriation of other legal or governmental proceeding before any governmental entity in any jurisdiction that could have a Material Adverse Effect on the Company. No claim is pending or to the best of the Company's knowledge threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company and used in otherwise has the right to use, is invalid or unenforceable by the Company’s business by any person, and the Company has not asserted or threatened any claim or objection against any person there is no basis for any such infringement claim (whether or misappropriation, nor is there any basis in fact for any such objection not pending or claim. (b) The computer software used in the Company’s business is adequate for the operation of the Company’s business. Except as set forth on Schedule 3.12.3, the Company has taken commercially reasonable steps to ensure that the computer software owned, licensed or used by them does not contain any viruses, “worms,” disabling or malicious code, or other anomalies that would materially impair the functionality of the computer softwarethreatened). The Company has taken commercially reasonable steps to provide for the backupis not, archival and recovery nor will it be as a result of the critical business data execution and delivery of this Agreement or the Companyperformance of its obligations under this Agreement, in breach of any license, sublicense or other agreement relating to Intellectual Property.

Patents, Trademarks, Etc. (a) Schedule 3.12.1 of the Disclosure Schedules sets forth a list of all United States or foreign patents, trademark registrations, trade names, domain name registrations, copyright registrations, and all applications therefore, owned by the Company (the “Registered Rights”), specifying as to each such item, as applicable, the owner thereof and the jurisdiction in which the item is issued, registered or applied for, including any issuance, registration or application numbers, and the date of application, issuance or registration of the item. Except as set forth on Schedule 3.12.2 of the Disclosure Schedules, to the Company’s knowledge (a) the Company owns or possesses adequate rights to use all patents, trademarks, service marks, copyrights, know-how, trade secrets, product formulas, franchises, inventions, computer software, rights-to-use and other intellectual property rights (“Intellectual Property”) used or held for use by the CompanyCompany in the conduct of its business, (b) the conduct of the Company’s business as now being conducted, and the use of the Company’s Intellectual Property, does not conflict with any Intellectual Property of others, (c) no person other than the Company owns or has any direct or indirect proprietary or financial interest in any of the Company’s owned Intellectual Property, (d) there is no contractual restriction affecting the use of the Company’s Intellectual Property, and the Company has not given any indemnification to any Person against infringement of the Intellectual Property of others, (e) except for patent applications and trademark applications, the Registered Rights are valid and in full force and effect and not subject to any proceeding challenging their extent extent, validity or validityenforceability or the Company’s ownership thereof, (f) the Company is the applicant of record in all patent applications and applications for trademarksregistration of trademarks and copyrights indicated in Schedule 3.12.1, and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such applications, (g) none of the trade secrets, confidential know-how or other confidential or proprietary information of the Company have been disclosed to any Person unless such disclosure was necessary and made pursuant to an appropriate confidentiality agreement, or was made pursuant to a subpoena or similar legal process and (h) neither the Company nor any Partner is not aware of any present infringement infringement, misappropriation or misappropriation other violation of any of the Intellectual Property owned by the Company and used in the Company’s business by any person, and neither the Company nor any Partner has not asserted or threatened any claim or objection against any person for any such infringement or misappropriation, nor is there any basis in fact for any such objection or claim. (b) The computer software used in the Company’s business is adequate for the operation of the Company’s business. Except as set forth on Schedule 3.12.3, the information technology systems owned, leased, licensed or otherwise used in the conduct of the Company’s business, including all computer software, hardware, firmware and telecommunications systems used in the Company’s business (the “IT Systems”) perform reliably and in material conformance with the documentation and specifications for such systems. The Company has taken commercially reasonable steps to ensure that the computer software owned, licensed or used by them does IT Systems do not contain any viruses, “worms,” disabling or malicious code, or other anomalies that would materially impair the functionality of the computer softwareIT Systems. The Company has taken commercially reasonable steps to provide for the backup, archival and recovery of the critical business data of the Company.

Patents, Trademarks, Etc. (a) Attached hereto as Schedule 3.12.1 of the Disclosure Schedules sets forth 4.11 is a true and complete list and summary description of all United States or foreign patents, trademark registrationspatent applications, shop rights, know-how, inventions (whether or not patentable), trademarks and service marks and registrations thereof, trade names, domain name registrationstrade secrets, confidentiality rights and agreements, copyrights, copyright registrations, proprietary ideas, licenses and interests therein (individually and collectively referred to as the "Intellectual Property Right(s)") presently owned or held by Attest. Where an Intellectual Property Right is held by Attest as a licensee under a license or sublicense or otherwise in any form or manner other than as owner of clear title, this is so designated in Schedule 4.11. Such Intellectual Property Right(s) are all applications therefore, owned by the Company (the “Registered Rights”), specifying such rights that are required to enable Attest to conduct its business as now conducted and as proposed to each such item, as applicable, the owner thereof and the jurisdiction in which the item is issued, registered or applied for, including any issuance, registration or application numbers, and the date of application, issuance or registration of the itembe conducted. Except as set forth on in Schedule 3.12.2 4.11, the business currently and proposed to be conducted by Attest does not infringe and has not infringed the rights of the Disclosure Schedulesothers, to the Company’s knowledge (a) the Company owns or possesses adequate including without limitation any rights to use all under patents, patent applications, shop rights, know-how, inventions, trademarks, service marks, copyrights, know-howtrade names, trade secrets, product formulascopyrights, franchisescontracts (whether express or implied in fact or in law), inventionsproprietary ideas, rights-to-use and other intellectual property licenses, privacy rights (“Intellectual Property”) used or held for use by interests therein. To the Company, (b) the conduct best knowledge of the Company’s business as now being conducted, Attest and the use of the Company’s Intellectual PropertyShareholders, does not conflict with any Intellectual Property of others, (c) no person other than the Company owns third-party is violating or has any direct or indirect proprietary or financial interest in any of the Company’s owned Intellectual Property, (d) there is no contractual restriction affecting the use of the Company’s Intellectual Property, and the Company has not given any indemnification to any Person against infringement of the Intellectual Property of others, (e) except for patent applications and trademark applications, the Registered Rights are valid and in full force and effect and not subject to any proceeding challenging their extent or validity, (f) the Company is the applicant of record in all patent applications and applications for trademarks, and no opposition, extension of time to oppose, interference, rejection, or refusal to register has been received in connection with any such applications, (g) none of the trade secrets, confidential know-how or other confidential or proprietary information of the Company have been disclosed to any Person unless such disclosure was necessary and made pursuant to an appropriate confidentiality agreement, or was made pursuant to a subpoena or similar legal process and (h) the Company is not aware of any present infringement or misappropriation of violated any of the Intellectual Property owned by the Company and used in the Company’s business by any person, and the Company has not asserted or threatened any claim or objection against any person for any such infringement or misappropriation, nor is there any basis in fact for any such objection or claim. (b) The computer software used in the Company’s business is adequate for the operation Rights of the Company’s businessAttest. Except as set forth on in Schedule 3.12.34.11, Attest is the Company sole and absolute owner of the Intellectual Property Rights and has full right and authority to utilize the Intellectual Property Right(s) and other processes, systems and techniques presently employed, or proposed to be employed, by it in the research, design, scale-up, manufacture, and marketing of its products or projected products, and all rights to such Intellectual Property Right(s) and other processes, systems and techniques developed by any employee of Attest or developed for Attest by any consultant or third party have been duly and validly assigned to Attest without any restriction or unpaid or continuing royalty or other obligation. Except as set forth in Schedule 4.11, no third party and no affiliate, officer, director, or employee of Attest, nor any associates of any such person, owns or holds, directly or indirectly, any interest in any Intellectual Property Right(s) used or planned to be used by Attest. Except as limited by the Export Control Act, Attest has the unrestricted right to license, sublicense, or otherwise authorize any party whatsoever, anywhere in the world, to use and exercise any or all of the Intellectual Property Right(s), and, except as stated in Schedule 4.11, Attest has not granted any such license, sublicense, or authority. The closing and consummation of the transactions contemplated under this Agreement shall create no restriction under, nor have any other effect upon, Attest's right in, to, and under any of the Intellectual property Right(s). Except as expressly set forth in Schedule 4.11, Attest has not agreed to indemnify any person or entity for patent, service xxxx, trade secret, trademark, or copyright infringement as to any equipment, materials, products, services, or supplies which Attest produces, uses, provides, license, leases, sells or distributes. Attest has taken commercially reasonable steps security measures to ensure that protect the computer software ownedsecrecy, licensed or used by them does not contain any viruses, “worms,” disabling or malicious code, or other anomalies that would materially impair the functionality confidentiality and value of the computer software. The Company has taken commercially reasonable steps to provide for the backup, archival and recovery of the critical business data of the Companyits trade secrets.