Common use of Patents, Trademarks, Trade Names Clause in Contracts

Patents, Trademarks, Trade Names. The Company Disclosure Letter sets forth a true and complete list of: (i) all patents, trademarks and trade names (including all federal, state and foreign registrations pertaining thereto) and all copyright registrations owned by The Company (collectively, the "Proprietary Intellectual Property"); and (ii) all patents, trademarks, trade names, copyrights and all technology and processes used by the Company in its business which are material thereto and are used pursuant to a license or other right granted by a third party (collectively, the "Licensed Intellectual Property" and, together with the Proprietary Intellectual Property, herein referred to as "Intellectual Property"). A true and complete list of all such licenses with respect to Licensed Intellectual Property is set forth in the Company Disclosure Letter. Each of the federal, state and foreign registrations pertaining to the Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. The Company owns, or has the right to use pursuant to valid and effective agreements, all Intellectual Property, and the consummation of the transactions contemplated hereby will not alter or impair any such rights, except for such defects in title or other matters which in the aggregate would not have a material adverse effect on its assets, liabilities, results of operations, financial condition, business or prospects. No claims are pending against the Company by any person with respect to the use of any Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and, to the best knowledge of The Company, the current use by the Company of the Intellectual Property does not infringe on the rights of any third party. The Company Disclosure Letter sets forth a list of all jurisdictions in which the Company is operating under a tradename, and each jurisdiction in which any such tradename is registered.

Patents, Trademarks, Trade Names. The Schedule 3.9 lists all patent, trademark, service mark, trade name, domain name and copyright registrations and applicatxxxx for registration of any of the foregoing owned by the Company Disclosure Letter sets forth a true and complete list of: (i) all patentsor any of the Subsidiaries, trademarks and trade names (including all federal, state and foreign registrations pertaining thereto) and all material patent, trademark, service mark, trade name, domain name and copyright registrations owned and applicatxxxx for registration of any of the foregoing used (pursuant to license agreements or otherwise) by The the Company or any of the Subsidiaries in the conduct of the businesses of the Company and the Subsidiaries as of the date hereof (collectively, the "Proprietary Intellectual PropertyProperty Rights"). Except as set forth on Schedule 3.9 hereto, to the Company's Knowledge the use of the Intellectual Property Rights does not conflict with or infringe the rights of any third person. Except as set forth on Schedule 3.9, the Company and the Subsidiaries own or possess a valid license to use the Intellectual Property Rights which is reasonably necessary for the present operation of its business, and the Company has no Knowledge, as of the date hereof, that (i) any third party has infringed any of the Company's or the Subsidiaries' rights in the Intellectual Property Rights; and or (ii) all patentsany claim has been made contesting the validity or enforceability of the Intellectual Property Rights. Except as set forth on Schedule 3.9, trademarks, trade names, copyrights and all technology and processes used by the Company in its business which are material thereto and are used pursuant to a license or other right granted by a third party (collectivelythe Subsidiaries have, the "Licensed Intellectual Property" and, together with the Proprietary Intellectual Property, herein referred to as "Intellectual Property"). A true and complete list of all such licenses with respect to Licensed Intellectual Property is set forth in the Company Disclosure Letter. Each of the federal, state and foreign registrations pertaining to the Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. The Company ownsCompany's Knowledge, or has the right to use pursuant to valid and effective agreements, all Intellectual Propertythe Curriculum as presently used, and the consummation execution, delivery and performance of this Agreement shall have no effect on the Company's or the Subsidiaries' use of the transactions contemplated hereby will not alter Curriculum. Except as set forth in Schedule 3.9, neither Lombard nor any employee or impair any such rightsAffiliate of the Sellers, except for such defects in title or other matters which in the aggregate would not have a material adverse effect on its assets, liabilities, results of operations, financial condition, business or prospects. No claims are pending against the Company by or the Subsidiaries owns or has any person interest, directly or indirectly, in any part of the Curriculum. Neither the Company nor the Subsidiaries is required to or makes, and after the Closing neither of them will be required to make, any payments to others with respect to the use of any Intellectual Property or challenging or questioning Curriculum. To the validity or effectiveness of any license or agreement relating to the same, and, to the best knowledge of The Company's Knowledge, the current and past use of the Curriculum by the Company of or the Intellectual Property Subsidiaries does not conflict with or infringe on the rights of any third party. The Company Disclosure Letter sets forth a list of all jurisdictions in which the Company is operating under a tradename, and each jurisdiction in which any such tradename is registeredperson.

Patents, Trademarks, Trade Names. The Company Seller Disclosure Letter sets forth a true and complete list of: of (i) all patentstrademarks, trademarks and trade names (including all federal, national and state and foreign registrations registration pertaining thereto) and all copyright registrations copyrights owned by The Company or any Company Subsidiary (collectively, the "Proprietary Intellectual Property"); ) and (ii) all patents, trademarks, trade names, copyrights and all copyrights, technology and processes used by the Company or any Company Subsidiary in its business their businesses which are material thereto to their businesses and are used pursuant to a license or other right granted by a third party (collectively, the "Licensed Intellectual Property" and", and together with the Proprietary Intellectual Property, herein Property referred to as "Intellectual Property"). A true and complete list of all such licenses and agreements with respect to Licensed Intellectual Property is set forth in the Company Seller Disclosure Letter. Each To the best knowledge of Sellers, each of the federalnational, state and foreign other governmental registrations with any country pertaining to the Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. The Company or a Company Subsidiary owns, or has the right to use pursuant to valid and effective agreements, all Intellectual Property, and the consummation of the transactions contemplated hereby will not materially adversely alter or impair any such rights, except for such defects in title or other matters which in the aggregate would not have a material adverse effect on its assets, liabilities, results of operations, financial condition, business or prospects. No claims are pending against the Company or a Company Subsidiary, and Sellers are not aware of any factual basis for such a claim, by any person with respect to the use of any Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and, same that would be likely to result in a Company Material Adverse Effect; and to the best knowledge of The Companythe Management Sellers' knowledge, information and belief, the current use by the Company or a Company Subsidiary of the Intellectual Property does not in any material respect infringe on upon the rights of any third party, including but not limited to any copyright, patent, trade secret, trademark, service mark, xxade name, firm name, logo, trade dress, mask work, moral right, other intellectual property right, right of privacy or right in personal data of any person. The Company Seller Disclosure Letter sets forth a list of all jurisdictions in which the Company or a Company Subsidiary is operating under a tradenametrade name, and each jurisdiction in which any such tradename trade name is registered. Sellers are not aware of any potentially interfering patent or patent application of any third party which could reasonably be expected to interfere with the Company's intellectual property rights.

Patents, Trademarks, Trade Names. The Company Supply Tech Disclosure Letter sets forth a true and complete list of: of (i) all patentspatents (the "Patents"), trademarks and trademarks, trade names (including all federal, federal and state and foreign registrations registration pertaining thereto) and all copyright registrations copyrights owned by The Company Supply Tech or any Supply Tech Subsidiary (collectively, the "Proprietary Intellectual Property"); ) and (ii) all patents, trademarks, trade names, copyrights and all copyrights, technology and processes used by the Company Supply Tech or any Supply Tech Subsidiary in its business their businesses which are material thereto to their businesses and are used pursuant to a license or other right granted by a third party (collectively, the "Licensed Intellectual Property" and", and together with the Proprietary Intellectual Property, herein Property referred to as "Intellectual Property"). A true and complete list of all such licenses and agreements with respect to Licensed Intellectual Property is set forth in the Company Supply Tech Disclosure Letter. Each To the best knowledge of the Supply Tech Executives, each of the federal, state and foreign other governmental registrations with any country pertaining to the Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. The Company Supply Tech or a Supply Tech Subsidiary owns, or has the right to use pursuant to valid and effective agreements, all Intellectual Property, and the consummation of the transactions contemplated hereby will not materially adversely alter or impair any such rights, except for such defects in title or other matters which in the aggregate would not have a material adverse effect on its assets, liabilities, results of operations, financial condition, business or prospects. No claims are pending against Supply Tech or a Supply Tech Subsidiary, and the Company Supply Tech Executives are not aware of any factual basis for such a claim, by any person with respect to the use of any Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and, same that would be likely to the best knowledge of The Company, result in a Supply Tech Material Adverse Effect; and the current use by the Company Supply Tech or a Supply Tech Subsidiary of the Intellectual Property does not in any material respect infringe on upon the rights of any third party. The Company Supply Tech Disclosure Letter sets forth a list of all jurisdictions in which the Company is operating under a tradename, and each jurisdiction in which any such tradename is registered.Supply Tech or

Patents, Trademarks, Trade Names. The Company Sellers Disclosure Letter sets forth a true and complete list of: of (i) all patents, trademarks and trademarks, trade names (including all federal, state and foreign registrations pertaining thereto) and all copyright registrations registered copyrights owned by The Company Sellers and used in connection with the Business (collectively, the "Proprietary Intellectual Property"); ) and (ii) except for the SAI Software (as hereinafter defined), all patents, trademarks, trade names, copyrights and all copyrights, technology and processes used by Sellers in connection with the Company in its business Business which are material thereto to the Business and are used pursuant to a license or other right granted by a third party (collectively, the "Licensed Intellectual Property" and", and together with the Proprietary Intellectual Property, Property herein referred to as "Intellectual Property"). A true and complete list of all such licenses with respect to Licensed Intellectual Property is set forth in the Company Disclosure Letter. Each of the federalSAI and ODL, state and foreign registrations pertaining to the Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. The Company as applicable, owns, or has the right to use pursuant to valid and effective agreementsagreements set forth in the Sellers Disclosure Letter, all Intellectual Property, and all such rights shall be assigned and transferred to Purchaser in connection with the consummation of the transactions contemplated hereby will not alter or impair any such rights, except for such defects in title or other matters which in the aggregate would not have a material adverse effect on its assets, liabilities, results of operations, financial condition, business or prospectshereby. No claims are pending against the Company SAI or ODL by any person with respect to the use of any Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and, and to the best knowledge of The CompanySellers' Executives, the current use by the Company SAI and ODL of the Intellectual Property does not infringe on the rights of any third party. The Company Sellers Disclosure Letter sets forth a list of all jurisdictions in which the Company Business is operating under a tradenametrade name, and each jurisdiction in which any such tradename trade name is registered.

Patents, Trademarks, Trade Names. The Company Premenos Disclosure Letter sets forth a true and complete list of: of (i) all patents, trademarks and trademarks, trade names (including all federal, U.S. federal and state registrations and foreign registrations and applications pertaining thereto) and all copyright registrations registered copyrights owned by The Company Premenos or its subsidiaries (collectively, the "Premenos Proprietary Intellectual Property"); ) and (ii) all patents, trademarks, trade names, copyrights and all copyrights, technology and processes used by the Company Premenos or its subsidiaries in its business which are material thereto to its business and are used pursuant to a license or other right granted by a third party (collectively, the "Premenos Licensed Intellectual Property" and", and together with the Premenos Proprietary Intellectual Property, herein Property referred to as "Premenos Intellectual Property"). A true and complete list of all such licenses with respect to Premenos Licensed Intellectual Property is set forth in the Company Premenos Disclosure Letter. Neither Premenos nor any of its subsidiaries has granted any right, license or other interest in the Premenos Proprietary Intellectual Property to any third party, except for end-user licenses granted by Premenos to its customers in the ordinary course. Each of the federal, state and foreign registrations pertaining to the Premenos Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. The Company ownsPremenos and its subsidiaries own, or has have the right to use pursuant to valid and effective agreements, all Premenos Intellectual Property, free and clear of any lien, claim or encumbrance, and the consummation of the transactions contemplated hereby by this Agreement will not alter or impair any such rights, except for such defects in title or other matters which in the aggregate would not have a material adverse effect on its assets, liabilities, results of operations, financial condition, business or prospects. No claims are pending against the Company Premenos or any of its subsidiaries by any person with respect to the use of any Premenos Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, andand the current use by Premenos and its subsidiaries of the Premenos Intellectual Property does not, to the best knowledge of The CompanyPremenos, the current use by the Company of the Intellectual Property does not infringe on the rights of any third party. The Company conduct by Premenos and its subsidiaries of their respective business, including the provision of services to customers, as currently conducted and as proposed to be conducted by Premenos, does not and will not conflict with or infringe upon any patent, copyright, trade secret, trademark or other intellectual property right of any third party, and Premenos has not received notice of any such alleged infringement. The Premenos Disclosure Letter sets forth a list of all jurisdictions in which the Company Premenos or any of its subsidiaries is operating under a tradenametrade name, and each jurisdiction in which any such tradename trade name is registered.