Common use of Patents; Trademarks; Other Intellectual Property Clause in Contracts

Patents; Trademarks; Other Intellectual Property. The IESI-BFC Entities are the exclusive owners of or have a valid license to use all Intellectual Property used in or necessary to conduct the IESI-BFC Business as presently conducted (the “IESI-BFC Intellectual Property”) and, as of the Closing Date, such IESI-BFC Intellectual Property shall be free and clear of all Liens, except Permitted Liens and restrictions imposed by the terms of any relevant license in the case of any licensed IESI-BFC Intellectual Property. Neither the execution and delivery of this Agreement by the Parties thereto, nor the completion of the Transactions will in any way affect the continuation, validity or effectiveness of the IESI-BFC Intellectual Property or require the consent, waiver, approval, authorization of, notice to, or designation, registration, declaration or filing with, any party or third party in respect of the IESI-BFC Intellectual Property, except as would not be reasonably expected to result in a Material Adverse Effect. No IESI-BFC Entity is in material breach of any license to use IESI-BFC Intellectual Property. To IESI-BFC’s Knowledge: (i) the conduct of the IESI-BFC Business does not infringe, misappropriate or otherwise violate the intellectual property rights of any third Person and no claims or proceedings have been instituted or threatened alleging such infringement, misappropriation or violation; and (ii) no other Person has infringed, misappropriated or otherwise violated any of the rights in the IESI-BFC Intellectual Property owned by a IESI-BFC Entity, and no claims or proceedings have been instituted or threatened, alleging any such infringement, misappropriation or violation.

Patents; Trademarks; Other Intellectual Property. The IESI-BFC Entities are Section 4.11 of the exclusive owners of BFI Disclosure Letter sets forth all registered Intellectual Property or have a valid license to use all applications for registrations with respect thereto used in the BFI Business. Such Intellectual Property and any unregistered Intellectual Property used in or the BFI Business (the “BFI Intellectual Property”) includes all rights necessary to conduct the IESI-BFC BFI Business as presently conducted conducted. Except as set forth in Section 4.11 of the BFI Disclosure Letter: (i) each BFI Entity is the “IESI-BFC exclusive owner of or has a valid and enforceable license to use its respective BFI Intellectual Property”) Property and, as of the Closing Date, such IESI-BFC BFI Intellectual Property shall be free and clear of all Liens, except Permitted Liens and restrictions imposed by the terms of any the relevant license license; (ii) no adverse claims have been made in writing or, to the case Purchasers’ Knowledge, orally, and no dispute has arisen with respect to the BFI Intellectual Property; (iii) to the Purchasers’ Knowledge, the operation of the BFI Business and the use by the BFI Entities of the BFI Intellectual Property do not involve infringement of any licensed IESI-BFC Intellectual Property; and (iv) no BFI Entity has received written or, to the Purchasers’ Knowledge, oral notice of any claim or assertion that any of the BFI Intellectual Property is invalid or defective in any material respect or, to the Purchasers’ Knowledge, is aware of any such claim or assertion or any facts or prior act upon which such a claim or assertion could be based. Neither the execution and delivery of this Agreement or any Transaction Document by the Parties thereto, nor the completion of the Transactions will in any way affect the continuation, validity or effectiveness of the IESI-BFC BFI Intellectual Property or require the consent, waiver, approval, authorization of, notice to, or designation, registration, declaration or filing with, any party or third party in respect of the IESI-BFC BFI Intellectual Property, except as would not be reasonably expected to result in a Material Adverse Effect. No IESI-BFC Entity is in material breach of any license to use IESI-BFC Intellectual Property. To IESI-BFC’s Knowledge: (i) the conduct of the IESI-BFC Business does not infringe, misappropriate or otherwise violate the intellectual property rights of any third Person and no claims or proceedings have been instituted or threatened alleging such infringement, misappropriation or violation; and (ii) no other Person has infringed, misappropriated or otherwise violated any of the rights in the IESI-BFC Intellectual Property owned by a IESI-BFC Entity, and no claims or proceedings have been instituted or threatened, alleging any such infringement, misappropriation or violation.

Patents; Trademarks; Other Intellectual Property. The IESI-BFC Entities are Section 3.11 of the exclusive owners of IESI Disclosure Letter sets forth all registered Intellectual Property or have a valid license to use all applications for registrations with respect thereto used in the IESI Business. Such Intellectual Property and any unregistered Intellectual Property used in or the IESI Business (the “IESI Intellectual Property”) includes all rights necessary to conduct the IESI-BFC IESI Business as presently conducted conducted. Except as set forth in Section 3.11 of the IESI Disclosure Letter: (i) each IESI Entity is the “IESI-BFC exclusive owner of or has a valid and enforceable license to use its respective IESI Intellectual Property”) Property and, as of the Closing Date, such IESI-BFC IESI Intellectual Property shall be free and clear of all Liens, except Permitted Liens and restrictions imposed by the terms of any the relevant license license; (ii) no adverse claims have been made in writing or, to IESI’s Knowledge, orally, and no dispute has arisen with respect to the case IESI Intellectual Property; (iii) to IESI’s Knowledge, the operation of the IESI Business and the use by the IESI Entities of the IESI Intellectual Property do not involve infringement of any licensed IESI-BFC Intellectual Property; and (iv) no IESI Entity has received written or, to IESI’s Knowledge, oral notice of any claim or assertion that any of the IESI Intellectual Property is invalid or defective in any material respect or, to IESI’s Knowledge, is aware of any such claim or assertion or any facts or prior act upon which such a claim or assertion could be based. Neither the execution and delivery of this Agreement or any Transaction Document by the Parties thereto, nor the completion of the Transactions will in any way affect the continuation, validity or effectiveness of the IESI-BFC IESI Intellectual Property or require the consent, waiver, approval, authorization of, notice to, or designation, registration, declaration or filing with, any party or third party in respect of the IESI-BFC IESI Intellectual Property, except as would not be reasonably expected to result in a Material Adverse Effect. No IESI-BFC Entity is in material breach of any license to use IESI-BFC Intellectual Property. To IESI-BFC’s Knowledge: (i) the conduct of the IESI-BFC Business does not infringe, misappropriate or otherwise violate the intellectual property rights of any third Person and no claims or proceedings have been instituted or threatened alleging such infringement, misappropriation or violation; and (ii) no other Person has infringed, misappropriated or otherwise violated any of the rights in the IESI-BFC Intellectual Property owned by a IESI-BFC Entity, and no claims or proceedings have been instituted or threatened, alleging any such infringement, misappropriation or violation.