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

Patents, Trademarks, Trade Names. The Premenos Disclosure Letter sets forth a true and complete list of (i) all patents, trademarks, trade names (including all U.S. federal and state registrations and foreign registrations and applications pertaining thereto) and registered copyrights owned by Premenos or its subsidiaries (collectively, the "Premenos Proprietary Intellectual Property") and (ii) all patents, trademarks, trade names, copyrights, technology and processes used by Premenos or its subsidiaries in its business which are material 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 together with the Premenos Proprietary Intellectual 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 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 enduser 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. Premenos and its subsidiaries own, or 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 by this Agreement will not alter or impair any such rights. No claims are pending against 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, and the current use by Premenos and its subsidiaries of the Premenos Intellectual Property does not, to the best knowledge of Premenos, infringe on the rights of any third party. The 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 Premenos or any of its subsidiaries is operating under a trade name, and each jurisdiction in which any such trade name is registered. Section 3.19.

Patents, Trademarks, Trade Names. The Premenos CIS Disclosure Letter sets forth a true and complete list of of: (i) all material patents, trademarks, trademarks and trade names (including all U.S. federal and federal, state registrations and foreign registrations and applications pertaining thereto) and registered copyrights all material copyright registrations owned by Premenos CIS or any of its subsidiaries (collectively, the "Premenos Proprietary Intellectual Property") ); and (ii) all patents, trademarks, trade names, copyrights, copyrights and all technology and processes used by Premenos CIS or any of its subsidiaries in its their respective business which are material 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 Property, herein 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 Premenos CIS 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 enduser 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. Premenos and its subsidiaries ownCIS or such subsidiary owns, or have has 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 by this Agreement 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 the assets, liabilities, results of operations, financial condition, business or prospects of CIS and its subsidiaries taken as a whole. No claims are pending against Premenos CIS 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, and the current use by Premenos and CIS or any of its subsidiaries of the Premenos Intellectual Property does not, to the best knowledge of Premenos, not infringe on the rights of any third party. The 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 CIS Disclosure Letter sets forth a list of all jurisdictions in which Premenos CIS or any of its subsidiaries is operating under a trade nametradename, and each jurisdiction in which any such trade name tradename is registered. Section 3.19.

Patents, Trademarks, Trade Names. The Premenos Harbinger Disclosure Letter sets forth a true and complete list of (i) all patents, trademarks, trade names (including all U.S. federal and state registrations and foreign registrations and applications pertaining thereto) and registered copyrights owned by Premenos Harbinger or its subsidiaries the Harbinger Subsidiaries (collectively, the "Premenos Harbinger Proprietary Intellectual Property") and (ii) all patents, trademarks, trade names, copyrights, technology and processes used by Premenos Harbinger or its subsidiaries the Harbinger Subsidiaries in its business their respective businesses which are material to its business their respective businesses and are used pursuant to a license or other right granted by a third party (collectively, the "Premenos Harbinger Licensed Intellectual Property", and together with the Premenos Harbinger Proprietary Intellectual Property referred to as "Premenos Harbinger Intellectual Property"). A true and complete list of all such licenses with respect to Premenos Harbinger Licensed Intellectual Property is set forth in the Premenos Harbinger Disclosure Letter. Neither Premenos Harbinger nor any of its subsidiaries the Harbinger Subsidiaries has granted any right, license or other interest in the Premenos Harbinger Proprietary Intellectual Property to any third party, except for enduser end-user licenses granted by Premenos Harbinger to its customers in the ordinary course. Each of the federal, state and foreign registrations pertaining to the Premenos Harbinger 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. Premenos Harbinger and its subsidiaries each of the Harbinger Subsidiaries own, or have the right to use pursuant to valid and effective agreements, all Premenos Harbinger Intellectual Property, free and clear of any lien, claim or encumbrance, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights. No claims are pending against Premenos Harbinger or any of its subsidiaries the Harbinger Subsidiaries by any person with respect to the use of any Premenos Harbinger Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and the current use by Premenos and its subsidiaries of the Premenos Intellectual Property does not, to the best knowledge of PremenosHarbinger, the current use by Harbinger and the Harbinger Subsidiaries of the Harbinger Intellectual Property does not infringe on the rights of any third party. The conduct by Premenos Harbinger and its subsidiaries the Harbinger Subsidiaries of their respective businessbusinesses, including the provision of services to customers, as currently conducted and as proposed to be conducted by Premenosconducted, does not and will not conflict with or infringe infringe, to the best knowledge of Harbinger, upon any patent, copyright, trade secret, trademark or other intellectual property right of any third party, and Premenos Harbinger has not received notice of any such alleged infringement. The Premenos Harbinger Disclosure Letter sets forth a list of all jurisdictions in which Premenos Harbinger or any of its subsidiaries the Harbinger Subsidiaries is operating under a trade name, and each jurisdiction in which any such trade name is registered. Section 3.19.

Patents, Trademarks, Trade Names. The Premenos Harbinger Disclosure Letter sets forth a true and complete list of (i) all patents, trademarks, trade names (including all U.S. federal and state registrations and foreign registrations and applications pertaining thereto) and registered copyrights owned by Premenos Harbinger or its subsidiaries the Harbinger Subsidiaries (collectively, the "Premenos Harbinger Proprietary Intellectual Property") and (ii) all patents, trademarks, trade names, copyrights, technology and processes used by Premenos Harbinger or its subsidiaries the Harbinger Subsidiaries in its business their respective businesses which are material to its business their respective businesses and are used pursuant to a license or other right granted by a third party (collectively, the "Premenos Harbinger Licensed Intellectual Property", and together with the Premenos Harbinger Proprietary Intellectual Property referred to as "Premenos Harbinger Intellectual Property"). A true and complete list of all such licenses with respect to Premenos Harbinger Licensed Intellectual Property is set forth in the Premenos Harbinger Disclosure Letter. Neither Premenos Harbinger nor any of its subsidiaries the Harbinger Subsidiaries has granted any right, license or other interest in the Premenos Harbinger Proprietary Intellectual Property to any third party, except for enduser end-user licenses granted by Premenos Harbinger to its customers in the ordinary course. Each of the federal, state and foreign registrations pertaining to the Premenos Harbinger 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. Premenos Harbinger and its subsidiaries each of the Harbinger Subsidiaries own, or have the right to use pursuant to valid and effective agreements, all Premenos Harbinger Intellectual Property, free and clear of any lien, claim or encumbrance, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights. No claims are pending against Premenos Harbinger or any of its subsidiaries the Harbinger Subsidiaries by any person with respect to the use of any Premenos Harbinger Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and the current use by Premenos and its subsidiaries of the Premenos Intellectual Property does not, to the best knowledge of PremenosHarbinger, the current use by Harbinger and the Harbinger Subsidiaries of the Harbinger Intellectual Property does not infringe on the rights of any third party. The conduct by Premenos Harbinger and its subsidiaries the Harbinger Subsidiaries of their respective businessbusinesses, including the provision of A-27 28 services to customers, as currently conducted and as proposed to be conducted by Premenosconducted, does not and will not conflict with or infringe infringe, to the best knowledge of Harbinger, upon any patent, copyright, trade secret, trademark or other intellectual property right of any third party, and Premenos Harbinger has not received notice of any such alleged infringement. The Premenos Harbinger Disclosure Letter sets forth a list of all jurisdictions in which Premenos Harbinger or any of its subsidiaries the Harbinger Subsidiaries is operating under a trade name, and each jurisdiction in which any such trade name is registered. Section 3.194.12.

Patents, Trademarks, Trade Names. The Premenos Disclosure Letter sets forth a true To the best knowledge of the Harbinger Executives, each of the federal, state and complete list of other governmental registrations with any country pertaining to (i) all patentspatents (the "Patents"), trademarks, trade names (including all U.S. federal and state registrations and foreign registrations and applications registration pertaining thereto) and registered copyrights owned by Premenos Harbinger or its subsidiaries any Harbinger Subsidiary (collectively, the "Premenos Harbinger Proprietary Intellectual Property") and (ii) all patents, trademarks, trade names, copyrights, technology and processes used by Premenos Harbinger or its subsidiaries any Harbinger Subsidiary in its business their businesses which are material to its business their businesses and are used pursuant to a license or other right granted by a third party (collectively, the "Premenos Harbinger Licensed Intellectual Property", and together with the Premenos Harbinger Proprietary Intellectual Property referred to as "Premenos Harbinger Intellectual Property"). A true and complete list of all such licenses with respect to Premenos Licensed Intellectual Property is set forth in the 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 enduser 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. Premenos and its subsidiaries ownHarbinger or a Harbinger Subsidiary owns, or have has the right to use pursuant to valid and effective agreements, all Premenos Harbinger Intellectual Property, free and clear of any lien, claim or encumbrance, and the consummation of the transactions contemplated by this Agreement hereby will not materially adversely alter or impair any such rights. No claims are pending against Premenos Harbinger or any of its subsidiaries a Harbinger Subsidiary by any person with respect to the use of any Premenos Harbinger Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, same that would be likely to result in a Harbinger Material Adverse Effect; and the current use by Premenos and its subsidiaries Harbinger or a Harbinger Subsidiary of the Premenos Harbinger Intellectual Property does not, to the best knowledge of Premenos, not in any material respect infringe on upon the rights of any third party. The conduct by Premenos All the Patents are currently in compliance with formal legal requirements (including payment of filing, examination and its subsidiaries maintenance fees and proofs of their respective businessworking or use), including and to the provision best knowledge of services the Harbinger Executives, there is nothing which would render the Patents invalid or unenforceable, and they are not subject to customersany maintenance fees or taxes or actions falling due within ninety days after the date of Closing. No Patent has been or is now involved in any interference, as currently conducted and as proposed to be conducted by Premenosreissue, does not and will not conflict with reexamination or infringe upon opposition proceeding, nor is Harbinger aware of any patent, copyright, trade secret, trademark potentially interfering patent or other intellectual property right patent application of any third party. To the best knowledge of the Harbinger Executives, no person or entity is presently selling or marketing a product which is covered by the Patents, and Premenos has the Patents have not received notice of been challenged or threatened in any such alleged infringement. The Premenos Disclosure Letter sets forth a list of all jurisdictions in which Premenos or any of its subsidiaries is operating under a trade name, and each jurisdiction in which any such trade name is registered. Section 3.19way.