Common use of Patents, Trademarks, Etc Clause in Contracts

Patents, Trademarks, Etc. Set forth in Schedule 3.14 is a list and brief description of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and copyrights, and all applications for 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 Company or any Subsidiary is a licensor or licensee or in which the Company or any Subsidiary has any right, and in each case a brief description of the nature of such right. The Company and each Subsidiary currently has all licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets and know how (collectively, "Intellectual Property") which the Company or any Subsidiary presently believes are necessary or desirable to the conduct of its business as conducted and proposed to be conducted, and no claim is pending or, to the Company's or any Subsidiary's knowledge, threatened, to the effect that the operations of the Company or any Subsidiary infringe upon or conflict with the asserted rights of any other person under any Intellectual Property. No claim is pending or, to the Company's or any Subsidiary's knowledge, threatened, to the effect that any such Intellectual Property owned or licensed by the Company 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 knowledge, all technical information developed by and belonging to the Company and each Subsidiary which has not been patented has been kept confidential. Neither the Company nor any Subsidiary has granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company or any Subsidiary.

Patents, Trademarks, Etc. Set forth in (a) Section 4.11 of the Schedule 3.14 is a list ------------------------- correctly lists all domestic and brief description of all patents, patent rightsforeign letters patent, patent applications, trademarkspatent, trademark applications, service marks, service xxxx applications, trade names technology and copyrights, know-how licenses and all applications for 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 Company or any Subsidiary is a licensor or licensee or in which the Company or any Subsidiary has any right, and in each case a brief description of the nature of such right. The Company and each Subsidiary currently has all licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsroyalty agreements, trade names, trademark (including service xxxx) registrations and applications, common law trademarks, trademark licenses and royalty agreements, copyrights, manufacturing processes, formulae, trade secrets copyright registrations and know how applications and copyright licenses and royalty agreements (collectively, "Intellectual Property") which used or held by the Company or any of its Subsidiaries. Unless otherwise indicated in Section 4.11 of the Schedule, the Company or such Subsidiary either owns or has the right to use (in the manner presently believes are necessary being used by the Company or desirable such Subsidiary) by license, sublicense, agreement, or permission all of the Intellectual Property set forth on Section 4.11 of the Schedule. Except as otherwise set forth in Section 4.11 of the Schedule, the Company has not granted a license, nor reached an understanding with any person, nor entered into a written agreement, relating in whole or in part, to any of the Intellectual Property used in connection with the conduct of the Company's business, and there has been no assertion thereof by any Person. To the Company's Knowledge, there is no infringement or other adverse claim against the rights of the Company with respect to any of the Intellectual Property used or owned by the Company in connection with the conduct of its business as conducted and proposed business. None of the Intellectual Property is subject to be conducted, and no claim is any pending or, to the Company's Knowledge, threatened litigation or any Subsidiary's knowledge, threatened, to the effect that the operations other adverse claims except as set forth in Section 4.11 of the Company or any Subsidiary infringe upon or conflict with the asserted rights of any other person under any Intellectual Property. No claim is pending or, to the Company's or any Subsidiary's knowledge, threatened, to the effect that any such Intellectual Property owned or licensed by the Company 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 knowledge, all technical information developed by and belonging to the Company and each Subsidiary which has not been patented has been kept confidentialSchedule. Neither the Company nor any Subsidiary of its Subsidiaries has granted received notice that the use by it of such Intellectual Property may infringe upon or assigned conflict with any intellectual property rights of any person. Subject to securing the consents, waivers and approvals set forth in Section 4.11 of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the Merger will not give to any other person any interests or entity rights, including rights of termination or cancellation, in or with respect to any right to manufactureof the Intellectual Property owned, have manufactured, assemble used or sell the products or proposed products or to provide the services or proposed services of held by the Company or any Subsidiaryof its Subsidiaries in connection with the conduct of the Company's business.

Patents, Trademarks, Etc. Set forth in (a) SECTION 4.11 of the Schedule 3.14 is a list correctly lists all domestic and brief description of all patents, patent rightsforeign letters patent, patent applications, patent, technology and know-how licenses and royalty agreements, trade names, trademark (including service xxxx) registrations and applications, common law trademarks, trademark applicationslicenses and royalty agreements, service marks, service xxxx applications, trade names copyrights and copyrights, copyright registrations and all applications for such which are in the process of being prepared, owned and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTY") used or held by or registered in the name of the Company and each Subsidiary, or of which the Company or any Subsidiary is a licensor or licensee or of its Subsidiaries. Unless otherwise indicated in which SECTION 4.11 of the Schedule, the Company or any such Subsidiary either owns or has any right, and in each case a brief description of the nature of such right. The Company and each Subsidiary currently has all licenses or other rights right to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets and know how (collectively, "Intellectual Property") which in the manner presently being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all of the Intellectual Property set forth on SECTION 4.11 of the Schedule. Except as otherwise set forth in SECTION 4.11 of the Schedule, the Company has not granted a license, nor entered into a written agreement, relating in whole or in part, to any Subsidiary presently believes are necessary or desirable to of the Intellectual Property of the Company used in connection with the conduct of its business as conducted and proposed to be conductedbusiness, and there has been no assertion thereof by any Person. To the Company's Knowledge, there is no infringement or other adverse claim against the rights of the Company with respect to any of the Intellectual Property used or owned by the Company in connection with the conduct of its business. None of the Intellectual Property is subject to any pending or, to the Company's Knowledge, threatened litigation or any Subsidiary's knowledge, threatened, to the effect that the operations other adverse claims except as set forth in SECTION 4.11 of the Schedule. Neither the Company or nor any Subsidiary infringe upon or conflict with the asserted rights of any other person under any Intellectual Property. No claim is pending its Subsidiaries has received written notice or, to the Company's or any Subsidiary's knowledgeKnowledge, threatened, to oral notice that the effect that any use by it of such Intellectual Property owned may infringe upon or licensed conflict with any intellectual property rights of any Person. Subject to securing the consents, waivers and approvals set forth in SECTION 4.11 of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the Merger will not give to any Person any interests or rights, including rights of termination or cancellation, in or with respect to any of the Intellectual Property owned, used or held by the Company 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 knowledge, all technical information developed by and belonging to the Company and each Subsidiary which has not been patented has been kept confidential. Neither the Company nor any Subsidiary has granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company or any Subsidiaryits Subsidiaries.

Patents, Trademarks, Etc. Set forth in Schedule 3.14 is a list and brief description Each of the TBW Companies own or are licensed or otherwise have the right to use all material patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and copyrights, and all applications for 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 Company or any Subsidiary is a licensor or licensee or in which the Company or any Subsidiary has any right, and in each case a brief description of the nature of such right. The Company and each Subsidiary currently has all licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processeslicenses, formulaefranchises and other rights, including, without limitation, with respect to all software developed, owned or licensed by such TBW Company (collectively, the "RIGHTS"), being used to conduct its businesses as now operated. Schedule 5.24 sets forth a complete list of licenses or other Contractual Obligations relating to each TBW Company's Rights and of registrations of patents, trademarks, service marks and copyrights including, without limitation, any applications therefor constituting such Rights. To the knowledge of any of the TBW Parties, no Right or product, process, method, substance or other material presently sold by or employed by any of the TBW Companies, or which any of the TBW Companies contemplates selling or employing, infringes upon the Rights that are owned by or licensed to others. No litigation is pending and no claim has been made against any of the TBW Companies or, to the knowledge of any of the TBW Parties, is threatened, contesting the right of any of the TBW Companies to sell or use any Right or product, process, method, substance or other material presently sold by or employed by any of the TBW Companies. None of the TBW Companies has asserted any claim of infringement, misappropriation or misuse by any Person of any Rights owned by or licensed to any of the TBW Companies or to which any of them have exclusive use. Except as set forth on Schedule 5.24, no employee, officer or consultant of any of the TBW Companies has any proprietary, financial or other interest in any Rights owned or used by any of the TBW Companies in its businesses. Except as set forth on Schedule 5.24, none of the TBW Companies has any obligation to compensate any Person for the use of any Rights and none of the TBW Companies has granted any license or other right to use any of the Rights of any of the TBW Companies, whether requiring the payment of royalties or not. The TBW Companies have taken all reasonable measures to protect and preserve the security, confidentiality and value of their Rights, including, without limitation, trade secrets and know other confidential information, including, without limitation, all algorithms, methods, technology or know-how (collectivelyincorporated or embedded in, "Intellectual Property") which or underlying, software licensed by any of the Company TBW Companies to third parties. All trade secrets and other confidential information of the TBW Companies are presently valued and protectible and are not part of the public domain or knowledge, nor have they been used, divulged or appropriated for the benefit of any Subsidiary presently believes are necessary Person other than the TBW Companies or desirable otherwise to the conduct detriment of its business as conducted and proposed to be conducted, and no claim is pending or, to the Company's or any Subsidiary's knowledge, threatened, to the effect that the operations of the Company TBW Companies. To the knowledge of any of the TBW Parties, no employee or consultant of any Subsidiary infringe upon of the TBW Companies has used any trade secrets or conflict with the asserted rights other confidential information of any other person under Person in the course of his work for any Intellectual Propertyof the TBW Companies. No claim is pending orpatent, to the Company's invention, device, principle or any Subsidiary's knowledgestatute, threatenedlaw, to the effect that any such Intellectual Property owned rule, regulation, standard or licensed by the Company or any Subsidiarycode is existing, 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 knowledge, all technical information developed by and belonging to the Company and each Subsidiary which has not been patented has been kept confidential. Neither the Company nor any Subsidiary has granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products pending or proposed products or to provide the services or proposed services which would restrict any of the Company or TBW Companies' ability to use any Subsidiaryof the Rights.

Patents, Trademarks, Etc. Set (a) Except as set forth in Section 2.17 of the Company Disclosure Schedule 3.14 is a list (i) the Company and brief description the Subsidiaries of the Company own or possess adequate licenses or other valid rights to use free and clear of all Encumbrances all United States and foreign patents, patent rights, patent applications, trademarks, trademark applicationstrade names, service marks, service xxxx applications, trade names and copyrights, and all applications and registrations for such the foregoing which are currently used in the process conduct of being prepared, owned by or registered in the name business of the Company and each Subsidiarythe Subsidiaries of the Company (the "INTELLECTUAL PROPERTY RIGHTS"), (ii) as of the date of this Agreement, the validity of the Intellectual Property Rights and the title or rights to use thereof of the Company or any Subsidiary of the Company are not being questioned in any litigation to which the Company or any Subsidiary is a licensor or licensee or in which the Company or any Subsidiary has any right, and in each case a brief description of the nature of such right. The Company and each Subsidiary currently has all licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets and know how (collectively, "Intellectual Property") which the Company or any Subsidiary presently believes are necessary or desirable to the conduct of its business as conducted and proposed to be conducted, and no claim is pending or, to the Company's or any Subsidiary's knowledge, threatened, to the effect that the operations of the Company or any Subsidiary infringe upon or conflict with the asserted rights of any other person under any Intellectual Property. No claim is pending ora party, nor to the knowledge of the Company's or , is any Subsidiary's knowledge, such litigation threatened, to (iii) as of the effect that any such Intellectual Property owned or licensed by the Company or any Subsidiarydate of this Agreement, 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 knowledge, all technical information developed by and belonging to the Company and each Subsidiary which has not been patented has been kept confidential. Neither neither the Company nor any Subsidiary has granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company is a party to any litigation in connection with which a Person has alleged that the conduct of the business of the Company and the Subsidiaries of the Company infringed or infringes with any Subsidiaryvalid patents, trade marks, trade name, service marks or copyrights of others, nor, to the knowledge of the Company, is any such litigation threatened except for any such litigation which would not have a material adverse effect on the Company and its Subsidiaries taken as a whole, and (iv) to the knowledge of the Company, (A) no person is materially infringing upon or violating any of the Intellectual Property Rights and (B) no material claim is pending or threatened to that effect. Section 2.17 of the Company Disclosure Schedule sets forth a complete and correct list of all applications to register and all registered Intellectual Property Rights and all written licenses (other than off-the-shelf licenses) for Intellectual Property Rights.

Patents, Trademarks, Etc. Set forth in (a) SECTION 4.11 of the Schedule 3.14 is a list correctly lists all domestic and brief description of all patents, patent rightsforeign letters patent, patent applications, patent, technology and know-how licenses and royalty agreements, trade names, trademark (including service xxxx) registrations and applications, common law trademarks, trademark applicationslicenses and royalty agreements, service marks, service xxxx applications, trade names and copyrights, copyright registrations and all applications for such which are in the process of being prepared, owned and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTY") used or held by or registered in the name of the Company and each Subsidiary, or of which the Company or any Subsidiary is a licensor or licensee or of its Subsidiaries. Unless otherwise indicated in which SECTION 4.11 of the Schedule, the Company or any such Subsidiary either owns or has any right, and in each case a brief description of the nature of such right. The Company and each Subsidiary currently has all licenses or other rights right to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets and know how (collectively, "Intellectual Property") which in the manner presently being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all of the Intellectual Property set forth on SECTION 4.11 of the Schedule. Except as otherwise set forth in SECTION 4.11 of the Schedule, the Company has not granted a license, nor reached an understanding with any Subsidiary presently believes are necessary person, nor entered into a written agreement, relating in whole or desirable in part, to any of the Intellectual Property used in connection with the conduct of the Company's business, and there has been no assertion thereof by any Person. To the Company's Knowledge, there is no infringement or other adverse claim against the rights of the Company with respect to any of the Intellectual Property used or owned by the Company in connection with the conduct of its business as conducted and proposed business. None of the Intellectual Property is subject to be conducted, and no claim is any pending or, to the Company's Knowledge, threatened litigation or any Subsidiary's knowledge, threatened, to the effect that the operations other adverse claims except as set forth in SECTION 4.11 of the Company or any Subsidiary infringe upon or conflict with the asserted rights of any other person under any Intellectual Property. No claim is pending or, to the Company's or any Subsidiary's knowledge, threatened, to the effect that any such Intellectual Property owned or licensed by the Company 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 knowledge, all technical information developed by and belonging to the Company and each Subsidiary which has not been patented has been kept confidentialSchedule. Neither the Company nor any Subsidiary of its Subsidiaries has granted received notice that the use by it of such Intellectual Property may infringe upon or assigned conflict with any intellectual property rights of any person. Subject to securing the consents, waivers and approvals set forth in SECTION 4.11 of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the Merger will not give to any other person any interests or entity rights, including rights of termination or cancellation, in or with respect to any right to manufactureof the Intellectual Property owned, have manufactured, assemble used or sell the products or proposed products or to provide the services or proposed services of held by the Company or any Subsidiaryof its Subsidiaries in connection with the conduct of the Company's business.

Patents, Trademarks, Etc. Set Except as set forth in Schedule 3.14 is a list on SCHEDULE 6.17 each of Borrower and brief description of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and copyrights, and all applications for such which are in its Subsidiaries owns or has the process of being prepared, owned by or registered in the name of the Company and each Subsidiary, or of which the Company or any Subsidiary is a licensor or licensee or in which the Company or any Subsidiary has any right, and in each case a brief description of the nature of such right. The Company and each Subsidiary currently has all licenses or other rights right to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processeslicenses, formulaefranchises and other rights, trade secrets and know how (collectively, "Intellectual Property") which the Company or any Subsidiary presently believes are necessary or desirable to for the conduct operation of its business as presently conducted and or proposed to be conductedconducted without any known conflict with the rights of others, and, in each case, subject to no mortgage, pledge, lien, lease, encumbrance, charge, security interest, title retention agreement or option. Each such asset or agreement is in full force and effect, and no claim is pending orthe holder thereof has fulfilled and performed all of its obligations with respect thereto. No event has occurred or exists which permits, or after notice or lapse of time or both would permit, revocation or termination of any thereof, or which materially, adversely affects or in the future may (to the Company's knowledge of any Executive Officer) materially adversely affect, the rights of such holder thereof with respect thereto. No Executive Officer of any Obligor knows of any license or any Subsidiary's knowledge, threatened, franchise necessary to the effect that the operations of the Company business of the Borrower and its Subsidiaries as now conducted or any Subsidiary infringe upon proposed to be conducted except those which Borrower or conflict with the asserted rights one of any other person under any Intellectual Property. No claim is pending or, to the Company's its Subsidiaries owns or any Subsidiary's knowledge, threatened, to the effect that any such Intellectual Property owned or licensed by the Company or any Subsidiary, or which the Company or any Subsidiary otherwise has the legal right to use, is invalid or unenforceable by the Company or such Subsidiary. To the Company's knowledgeknowledge of any Executive Officer (i) no product, all technical information developed process, method, substance, part, piece of equipment or other material presently contemplated to be sold by and belonging to the Company and each Subsidiary which has not been patented has been kept confidential. Neither the Company nor or employed by Borrower or any Subsidiary has granted of its Subsidiaries in connection with its business may infringe any patent, trademark, service mark, trade name, copyright, license or assigned to other right owned by any other person otxxx Person, (ii) there is no pending or entity threatened claim or litigation against or affecting Borrower or any of its Subsidiaries contesting its right to manufacturesell or use any such product, have manufacturedprocess, assemble method, substance, part, piece of equipment or sell the products other material and (iii) there is no, or proposed products there is no pending or to provide the services proposed, patent, invention, device, application or proposed services of the Company principle or any Subsidiarystatute, law, rule, regulation, standard or code which would prevent, inhibit or render obsolete the production or sale of any products of, or substantially reduce the projected revenues of, or otherwise materially adversely affect the Borrower or any of its Subsidiaries.

Patents, Trademarks, Etc. Set forth in Schedule 3.14 is a list (a) The Company and brief description of its subsidiaries exclusively own, or are licensed or otherwise have the right to use, all patents, patent rights, patent applications, trademarks, trademark applicationstrade names, service marks, service xxxx applicationscopyrights and any applications therefor, maskworks, net lists, schematics, inventories, technology, trade names secrets, source codes, know-how, computer software programs or applications and copyrights, and all applications for such which tangible or intangible proprietary information or material that in any material respect are used or proposed by the Company to be used in the process of being prepared, owned by or registered in the name business of the Company and each Subsidiaryany of its subsidiaries as currently conducted or proposed by the Company to be conducted (the "COMPANY INTELLECTUAL PROPERTY RIGHTS"), the lack of which, individually or in the aggregate, would have a Company Material Adverse Effect. Schedule 5.20 of the Company Disclosure Schedule lists, as of the date hereof, all material: (A) patents, trademarks, trade names, service marks, registered and unregistered copyrights included in the Company Intellectual Property Rights, the Company's currently marketed software products and a list of which, if any, of such products have been registered for copyright protection with the United States Copyright Office and any foreign offices; and (B) licenses and other agreements to which the Company or any Subsidiary of its subsidiaries is a licensor or licensee or in party and pursuant to which the Company or any Subsidiary has any right, and in each case a brief description of the nature of such right. The Company and each Subsidiary currently has all licenses or other rights its subsidiaries is authorized to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets and know how (collectively, "Intellectual Property") which the any Company or any Subsidiary presently believes are necessary or desirable to the conduct of its business as conducted and proposed to be conducted, and no claim is pending or, to the Company's or any Subsidiary's knowledge, threatened, to the effect that the operations of the Company or any Subsidiary infringe upon or conflict with the asserted rights of any other person under any Intellectual Property. No claim is pending or, to the Company's or any Subsidiary's knowledge, threatened, to the effect that any such Intellectual Property owned or licensed by the Company 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 knowledge, all technical information developed by and belonging to the Company and each Subsidiary which has not been patented has been kept confidentialRight. Neither the Company nor any Subsidiary has granted of its subsidiaries is, or assigned to as a result of the execution, delivery or performance of the Company's obligations hereunder will be, in violation of, or lose any other person rights pursuant to, any material license or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services agreement described in Schedule 5.20 of the Company Disclosure Schedule, except for such violations or losses which, individually or in the aggregate, would not have a Company Material Adverse Effect. The Company has previously provided Parent with a list of any Subsidiaryapplications for patents, trademarks, trade names, service marks and registered and unregistered copyrights.

Patents, Trademarks, Etc. Set Schedule 3.12 hereto sets forth in Schedule 3.14 is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and copyrights, and all applications for such which are in the process of being prepared, copyrights owned by or registered in the name of the Company and each Corporation or any Subsidiary, or of with respect to which the Company Corporation or any Subsidiary is a licensor or licensee (and all applications therefor that are in the process of being prepared by or in which on behalf of the Company Corporation or any Subsidiary has any right, and in each case a brief description of the nature of such rightSubsidiary). The Company Corporation and each Subsidiary currently has all of its Subsidiaries, owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets secrets, customer lists and know know-how (collectively, "Intellectual Property") which the Company or any Subsidiary presently believes are necessary or desirable to the conduct of its business their respective businesses as conducted and proposed to be presently conducted, and no . No claim is pending or, to and neither the Company's or Corporation nor any Subsidiary's knowledge, threatened, Subsidiary has received written notice from any third party to the effect that the operations of the Company Corporation or any Subsidiary infringe upon or conflict with the asserted rights of any other person under any Intellectual Property. No claim is pending or, to and neither the Company's or Corporation nor any Subsidiary's knowledge, threatened, Subsidiary has received written notice from any third party to the effect that any such Intellectual Property owned used under color of ownership or licensed by the Company Corporation or any Subsidiary, or which the Company Corporation or any Subsidiary uses or otherwise believes it has the right to use, use is invalid or unenforceable by the Company Corporation or such any Subsidiary. To the Company's knowledgeknowledge of the Corporation, all technical information developed by and belonging to the Company and each Corporation or any Subsidiary which that has not been patented has been kept confidential. Neither the Company Corporation nor any Subsidiary has granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble sell or sell the products or proposed products or to provide the services or proposed services of offered by the Company Corporation or any Subsidiary. Anything contained herein to the contrary notwithstanding, no representation or warranty is being made hereunder by the Corporation with respect to any content or information accessible through hyperlinks from the Corporation's Web site on the Internet to third party Web sites on the Internet or such third party's Intellectual Property or other rights of any person related to such content or information.

Patents, Trademarks, Etc. Set (a) Schedule 3.11 attached hereto sets forth in Schedule 3.14 is a list complete and brief description accurate listing of all United States and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and copyrights, and all applications for 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 Company or any Subsidiary is a licensor or licensee or in which the Company or any Subsidiary has any right, and in each case a brief description of the nature of such right. The Company and each Subsidiary currently has all licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets service marks and know how copyrights (collectively, the "Intellectual Property") owned, licensed, used or held for use in the conduct of the businesses of the Seller, whether registered or unregistered, and any applications or registrations therefor. Except as set forth in Schedule 3.11, the Seller solely owns and has the exclusive right to use, free and clear of any payments or encumbrances which in the Company or any Subsidiary presently believes aggregate are necessary or desirable material to the conduct of its the business of the Seller, all such Intellectual Property. Except as conducted and proposed to be conductedset forth in Schedule 3.11, and there is no claim is or demand of any person pertaining to, or any proceedings which are pending or, to the Company's or any Subsidiary's knowledgeknowledge of the Seller, threatened, to which challenge the effect that the operations exclusive rights of the Company 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 Subsidiary infringe upon outstanding order, ruling, decree, judgment or conflict stipulation by or with any court, arbitrator or administrative agency, and none of the asserted Intellectual Property infringes the intellectual property rights of any other person under any Intellectual Property. No claim is pending others or, to the Company's or any Subsidiary's knowledge, threatened, to knowledge of the effect that any such Intellectual Property owned or licensed by the Company or any Subsidiary, or which the Company or any Subsidiary otherwise has the right to useSeller, is invalid being infringed by others or unenforceable is used by others (whether or not such use constitutes infringement). There are no agreements or licenses between the Company or such Subsidiary. To the Company's knowledge, all technical information developed by Seller and belonging to the Company and each Subsidiary which has not been patented has been kept confidential. Neither the Company nor any Subsidiary has granted or assigned to 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 right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services licenses under any of the Company Intellectual Property. Notwithstanding the foregoing, the Seller makes no representation or warranty as to the registrability or enforceability of any SubsidiaryIntellectual 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 Intellectual Property with goods and services not presently provided by or not presently proposed to be provided by the Seller in its business as it is now conducted.

Patents, Trademarks, Etc. (a) Set forth in Schedule 3.14 on SCHEDULE 2.13 is a list and brief description of all material patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, trade names and copyrights, and all applications for such which that are in the process of being prepared, owned by or registered in the name of any Company (or Seller with respect to the Company and each SubsidiaryBusiness), or of which the Company or any Subsidiary Seller is a licensor or licensee or in which the Company or any Subsidiary Seller has any rightright which relates and is material to the Business, and in each case a brief description of the nature of such right. The Company and each Subsidiary currently has all To the Knowledge of the Seller, the Companies own or possess adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, trade names, copyrights, manufacturing processes, formulae, trade secrets and know how (collectively, "Intellectual Property") which to conduct the Company or any Subsidiary Business as presently believes are necessary or desirable conducted, except to the conduct extent that any lack of its business as conducted and proposed to be conducted, and no ownership or possession would not have a Material Adverse Effect. No claim is pending or, to the Company's or any Subsidiary's knowledgeKnowledge of the Seller, threatened, threatened to the effect that the operations of the any Company or any Subsidiary infringe upon or conflict with the asserted rights of any other person under any material Intellectual Property, and Seller has no knowledge of any such claim (whether or not pending or threatened). No claim is pending or, to the Company's or any Subsidiary's knowledgeKnowledge of the Seller, threatened, threatened to the effect that any such material Intellectual Property owned or licensed by the Company or any SubsidiarySeller, or which the Company or any Subsidiary Seller otherwise has the right to useuse and is material to the Business, is invalid or unenforceable by the Company Seller, and Seller has no knowledge of any such claim (whether, or such Subsidiary. To the Company's knowledge, all technical information developed by and belonging to the Company and each Subsidiary which has not been patented has been kept confidential. Neither the Company nor any Subsidiary has granted pending or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company or any Subsidiarythreatened).

Patents, Trademarks, Etc. Set (a) Schedule 5.23 sets forth in Schedule 3.14 is a complete and correct list and brief description of all patentsIntellectual Property that is owned by the Company or any of its Subsidiaries and which has been duly 38 registered with, patent rightsfiled in or issued by, patent applicationsas the case may be, trademarksthe United States Patent and Trademark Office and the United States Copyright Office or other filing offices, trademark applicationsdomestic or foreign (the "Owned Intellectual Property") and identifies the office with which such filing was made. Schedule 5.23 sets forth a complete and correct list of all Intellectual Property used by the Company and its Subsidiaries in the Business immediately prior to the Closing Date. Except as set forth on Schedule 5.23, service marks, service xxxx applications, trade names and copyrightsthe Owned Intellectual Property constitutes all Intellectual Property used by, and all applications necessary for the conduct of the business of the Company and its Subsidiaries. Except as set forth on Schedule 5.23, the Owned Intellectual Property does not infringe the rights of any other Person in respect of any Intellectual Property in a manner that could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.23, none of the Owned Intellectual Property is being infringed by any other Person in a manner that could reasonably be expected to have a Material Adverse Effect. None of the Company or any of its Subsidiaries nor, to the knowledge of the Company, any employee or consultant of the Company or any of its Subsidiaries has any agreements or arrangements with former employers of such employees or consultants relating to any Intellectual Property of such employers, which are interfere or conflict with the performance of such employee's or consultant's duties for the Company or any Subsidiary or results in any former employers of such employees and consultants having any rights in, or claims on, the process Owned Intellectual Property. The activities of being prepared, owned by or registered in the name employees and consultants of the Company and each Subsidiary, or of which the Company or any Subsidiary is a licensor or licensee or in which the Company or any Subsidiary has any right, and in each case a brief description of the nature its Subsidiaries on behalf of such right. The Company and each Subsidiary currently has all licenses entities do not violate any agreements or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets and know how (collectively, "Intellectual Property") arrangements which the Company or any Subsidiary presently believes are necessary or desirable to the conduct of its business as conducted and proposed to be conducted, and no claim is pending or, to the Company's or any Subsidiary's knowledge, threatened, to the effect that the operations of the Company or any Subsidiary infringe upon or conflict with the asserted rights of any other person under any Intellectual Property. No claim is pending or, to the Company's or any Subsidiary's knowledge, threatened, to the effect that any such employees or consultants have with former employers or current or former clients. Each Owned Intellectual Property owned or licensed by the Company or any Subsidiary, or which the Company or any Subsidiary otherwise has the right to use, registration and filing listed in Schedule 5.23 is invalid or unenforceable by the Company or such Subsidiary. To the Company's knowledge, all technical information developed by in full force and belonging to the Company and each Subsidiary which has not been patented has been kept confidential. Neither the Company nor any Subsidiary has granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company or any Subsidiaryeffect.

Patents, Trademarks, Etc. Set forth in Schedule 3.14 is a list and brief description of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and copyrights, and all applications for 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 Company or any Subsidiary is a licensor or licensee or in which the Company or any Subsidiary has any right, and in each case a brief description of the nature of such right. The Company and each Subsidiary currently has all licenses its Subsidiaries own or other rights are licensed or otherwise have the right to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, 43 copyrights, manufacturing processeslicenses, formulae, trade secrets franchises and know how other rights (collectively, the "Intellectual PropertyRIGHTS") which the Company being used to conduct their businesses as now operated (a complete list of licenses or any Subsidiary presently believes are necessary or desirable to the conduct of its business as conducted and proposed to be conducted, and no claim is pending or, other contracts relating to the Company's or and its Subsidiaries' Rights and of registrations of patents, trademarks, service marks and copyrights including any Subsidiary's knowledgeapplications therefor constituting such Rights, threatened, to the effect that the operations of the Company or any Subsidiary infringe upon or conflict with the asserted rights of any other person under any Intellectual Propertyis attached hereto as Schedule 5.24). No claim is pending orRight or product, to the Company's process, method, substance or any Subsidiary's knowledge, threatened, to the effect that any such Intellectual Property owned other material presently sold by or licensed employed by the Company or any Subsidiaryof its Subsidiaries, or which the Company or any Subsidiary otherwise of its Subsidiaries contemplates selling or employing, infringes upon the Rights that are owned by others except where such infringement would not have a material adverse effect on the condition of the Company. No litigation is pending and no claim has been made against the Company or any of its Subsidiaries or is threatened, contesting the right of the Company or any of its Subsidiaries to usesell or use any Right or product, is invalid process, method, substance or unenforceable other material presently sold by or employed by the Company or such Subsidiary. To the Company's knowledge, all technical information developed by and belonging to the Company and each Subsidiary which has not been patented has been kept confidentialany of its Subsidiaries. Neither the Company nor any Subsidiary of its Subsidiaries has granted asserted any claim of infringement, misappropriation or assigned to misuse by any other person Person of any Rights owned by the Company or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products of its Subsidiaries or to provide the services which they have exclusive use. Except as set forth on Schedule 5.24, no employee, officer or proposed services consultant of the Company or any Subsidiaryof its Subsidiaries has any proprietary, financial or other interest in any Rights owned or used by the Company or its Subsidiaries in their businesses. Except as set forth on Schedule 5.24, neither the Company nor any of its Subsidiaries has any obligation to compensate any Person for the use of any Rights and neither the Company nor any of its Subsidiaries has granted any license or other right to use any of the Rights of the Company or it Subsidiaries, whether requiring the payment of royalties or not. The Company and its Subsidiaries have taken all reasonable measures to protect and preserve the security, confidentiality and value of their Rights, including trade secrets and other confidential information. All material trade secrets and other confidential information of the Company and its Subsidiaries are not part of the public domain or knowledge, nor have they been used, divulged or appropriated for the benefit of any Person other than the Company or its Subsidiaries or otherwise to the detriment of the Company or its Subsidiaries. No employee or consultant of the Company or its Subsidiaries has used any material trade secrets or other material confidential information of any other Person in the course of his work for the Company or its Subsidiaries. No patent, invention, device, principle or any statute, law, rule, regulation, standard or code is pending or proposed which would materially restrict the Company's ability to use any of the Rights.

Patents, Trademarks, Etc. Set forth in on Schedule 3.14 4.16 is a list and brief description of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, trade names names, domain names, technology, customer lixxx, proprietary processes and registered copyrights, and all applications for such which that are in the process of being prepared, owned by or registered in the name of the Company and each SubsidiaryAcquirer, or of which the Company or any Subsidiary Acquirer is a licensor or licensee or in which the Company or any Subsidiary Acquirer has any right, and in each case a brief description of the nature of such right. The Company and each Subsidiary currently has all licenses Acquirer owns or other rights possesses adequate Intellectual Property necessary to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets and know how (collectively, "Intellectual Property") which the Company or any Subsidiary presently believes are necessary or desirable to the conduct of its business as conducted and as proposed to be conducted, and no claim is pending or, to the Company's or any Subsidiary's knowledgebest knowledge of the Acquirer, threatened, threatened to the effect that the operations of the Company Acquirer, its products or any Subsidiary infringe services, infringe, or have infringed, upon or conflict with the asserted rights of any other person or entity under any Intellectual Property, and there is no known basis for any such claim (whether or not pending or threatened). No claim is pending or, to the Company's or any Subsidiary's knowledgebest knowledge of the Acquirer, threatened, threatened to the effect that any such Intellectual Property owned or licensed by the Company or any SubsidiaryAcquirer, or which the Company or any Subsidiary Acquirer otherwise has the right to use, is invalid or unenforceable by the Company Acquirer, and there is no known basis for any such claim (whether or such Subsidiarynot pending or threatened). To Except in the Company's knowledgeordinary course of business, all technical information developed by and belonging to the Company and each Subsidiary which Acquirer has not been patented has been kept confidential. Neither the Company nor any Subsidiary has granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company Acquirer. No current or former stockholder, employee, officer or director of the Acquirer has (directly or indirectly) any Subsidiaryright, title or interest in any of the rights described on Schedule 4.16 other than such right which such person or entity may enjoy as a stockholder of the Acquirer.

Patents, Trademarks, Etc. Set forth (a) SCHEDULE 4.16 lists all Intellectual Property which is owned and is used or held for use by the Company (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 Schedule 3.14 is a list and brief description of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and copyrights, and all applications which such Intellectual Property Right has been issued or registered or in which an application for such which are in issuance or registration has been filed, including the process of being preparedrespective registration or application numbers; and (iv) material licenses, owned by or registered in the name of the Company sublicenses and each Subsidiary, or of other agreements as to which the Company or any Subsidiary of its Affiliates is a licensor or licensee or in party and pursuant to which any Person is authorized to use such Intellectual Property Right including the Company or any Subsidiary has any rightidentity of all parties thereto, and in each case a brief 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 such rightany 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 Business and each Subsidiary currently there are no other items of Intellectual Property that are material to the Company or the Business. (b) Except as set forth in SCHEDULE 4.16, the Company has all licenses no writings for which a claim for copyright has been recorded or other rights 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 use all the Company not finally terminated prior to the date hereof involving a claim of infringement of any patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, marks or copyrights, manufacturing processes, formulae, trade secrets and know how (collectively, "Intellectual Property"ii) which the Company or any Subsidiary presently believes are necessary or desirable to the conduct of its business as conducted and proposed to be conducted, and has no claim is pending or, to the Company's or any Subsidiary's knowledge, threatened, to the effect that the operations of the Company or any Subsidiary infringe upon or conflict with the asserted rights knowledge of any other person under any Intellectual Property. No claim is pending or, to the Company's such charge or any Subsidiary's knowledge, threatened, to the effect that any such Intellectual Property owned or licensed by the Company or any Subsidiaryclaim, or which the Company or any Subsidiary otherwise (iii) has the right to use, is invalid or unenforceable by the Company or such Subsidiary. To the Company's no knowledge, all technical information developed by and belonging to the Company and each Subsidiary which has not been patented has been kept confidential. Neither the Company nor any Subsidiary has granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company or any Subsidiary.

Patents, Trademarks, Etc. Set SCHEDULE 5.23 sets forth in Schedule 3.14 is a correct and complete list and brief description of (i) all patents, patent rights, patent applications, trademarks, trademark applicationstrade names, service marks, service xxxx applications, trade names and copyrightscopyright registrations, and all applications for such which are therefor now used, or presently proposed to be used in the process of being prepared, owned by or registered in the name business of the Company and each Subsidiary, or of which the Company or any Subsidiary is a licensor or licensee or in which the Company or any Subsidiary has any rightSubsidiaries, and in each case (ii) a brief description complete list of the nature of such right. The Company and each Subsidiary currently has all licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets and know how (collectively, "Intellectual Property") which the Company or any Subsidiary presently believes are necessary or desirable to the conduct of its business as conducted and proposed to be conducted, and no claim is pending or, contracts relating to the Company's or any Subsidiary's knowledgerights relating to the foregoing or any registration thereof. Except as disclosed on SCHEDULE 5.23; (i) each of the Company or the Subsidiaries owns or possesses adequate licenses or other valid rights to use (without the making of any payment to others or the obligation to grant rights to others in exchange) all patents, threatenedtrademarks, trade names, service marks, copyright registrations, know-how and other proprietary information ("INTELLECTUAL PROPERTIES") necessary to the conduct of its business as presently being or proposed to be conducted, except where the failure to have such licenses or rights would not singly or in the aggregate have a material adverse effect on the condition of the Company, (ii) the validity of the Intellectual Properties and the title thereto of the Company or the Subsidiaries, as the case may be, is not being questioned in any claim to which the Company or the Subsidiaries is a party or subject, nor, to the effect knowledge of the Company, is any such claim threatened; (iii) to the knowledge of the Company, the conduct of the business of each of the Company and the Subsidiaries as now conducted does not and will not infringe or conflict with any Intellectual Properties of others; (iv) to the knowledge of the Company, there is no use of any Intellectual Properties owned by or licensed to the Company or the Subsidiaries that is now being made, except by the operations Company or the Subsidiaries or by any person duly licensed by the Company or the Subsidiaries to use the same name; and (v) no infringement by others of any Intellectual Properties owned by or licensed by or to the Company or the Subsidiaries is known to the Company. Except as set forth as SCHEDULE 5.23, all patents, patent applications, rights to inventions and other Intellectual Properties owned or held by any employee of the Company or any Subsidiary infringe upon and used in the business of the Company or conflict with any Subsidiary in any manner have been duly and effectively transferred to the asserted rights Company or a Subsidiary, except for such Intellectual Properties which, individually or in the aggregate, are not material to the business of the Company and its Subsidiaries. Except as set forth on SCHEDULE 5.23, neither the Company nor any of its Subsidiaries has any obligation to compensate any Person for the use of any Intellectual Properties and neither the Company nor any of its Subsidiaries has granted any license or other right to use any of the Intellectual Properties of the Company or it Subsidiaries, whether requiring the payment of royalties or not. The Company and its Subsidiaries have taken all reasonable measures to protect and preserve the security, confidentiality and value of their Intellectual Properties, including trade secrets and other confidential information. All trade secrets and other confidential information of the Company and its Subsidiaries are not part of the public domain, nor to the Company's knowledge have they been used, divulged or appropriated for the benefit of any Person other than the Company or its Subsidiaries or otherwise to the detriment of the Company or its Subsidiaries. No employee or consultant of the Company or its Subsidiaries has used any trade secrets or other confidential information of any other person under any Intellectual PropertyPerson in the course of his work for the Company or its Subsidiaries. No claim patent, invention, device, principle or any statute, law, rule, regulation, standard or code is pending or, to or proposed which would restrict the Company's or any Subsidiary's knowledge, threatened, ability to the effect that use any such Intellectual Property owned or licensed by the Company 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 knowledge, all technical information developed by and belonging to the Company and each Subsidiary which has not been patented has been kept confidential. Neither the Company nor any Subsidiary has granted or assigned to any other person or entity any right to manufacture, have manufactured, assemble or sell the products or proposed products or to provide the services or proposed services of the Company or any SubsidiaryIntellectual Properties.