Common use of PERMITS AND INTANGIBLES Clause in Contracts

PERMITS AND INTANGIBLES. The Company holds all material licenses, franchises, permits and other governmental authorizations ("Licenses") necessary to conduct the business of the Company and the Company has delivered to Pentacon an accurate list and summary description (which is set forth on Schedule 5.12) of all such material Licenses, including any material trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property). At or prior to the Closing, all rights to such trademarks, trade names, patents, patent applications, copyrights and other intellectual property held by the Stockholders or their Affiliates will be assigned or licensed to the Company for no additional consideration. The Licenses and other rights listed on Schedule 5.12 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such License or other right. The Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Licenses and other rights listed on Schedule 5.12 and is not in violation of any of the foregoing. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Licenses or other rights.

PERMITS AND INTANGIBLES. The Company holds all material licenses, franchises, permits and other governmental authorizations ("Licenses") necessary to conduct the business of the Company and the Company has delivered to Pentacon an accurate list and summary description (which is set forth on Schedule 5.12) of all such material Licenses, including any material trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property). At or prior to the Closing, all rights to such trademarks, trade names, patents, patent applications, copyrights and other intellectual property held by the Stockholders Stockholder or their his Affiliates will be assigned or licensed to the Company for no additional consideration. The Licenses and other rights listed on Schedule 5.12 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such License or other right. The Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Licenses and other rights listed on Schedule 5.12 and is not in violation of any of the foregoing. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Licenses or other rights.

PERMITS AND INTANGIBLES. The Company holds all material licenses, franchises, permits and other governmental authorizations ("Licenses") necessary to conduct the business of the Company and the Company has delivered to Pentacon an accurate list and summary description (which is set forth on Schedule 5.12) of all such material Licenses, including any material trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property). At or prior to the Closing, all rights to such trademarks, trade names, patents, patent applications, copyrights and other intellectual property held by the Stockholders Stockholders, or their Affiliates will be assigned or licensed to the Company for no additional consideration. The Licenses and other rights listed on Schedule 5.12 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such License or other right. The Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Licenses and other rights listed on Schedule 5.12 and is not in violation of any of the foregoing. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Licenses or other rights.

PERMITS AND INTANGIBLES. The Company holds all material licenses, franchises, permits and other governmental authorizations ("Licenses") necessary to conduct the business of the Company and the Company has delivered to Pentacon an accurate list and summary description (which is set forth on Schedule 5.12) of all such material Licenses, including any material trademarks, trade names, patents, patent applications and copyrights owned or held by the Company or any of its employees (including interests in software or other technology systems, programs and intellectual property). At or prior to the Closing, all rights to such trademarks, trade names, patents, patent applications, copyrights and other intellectual property held by the Stockholders Stockholders, or their Affiliates will be assigned or licensed to the Company for no additional consideration. The Licenses and other rights listed on Schedule 5.12 are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such License or other right. The Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Licenses and other rights listed on Schedule 5.12 and is not in violation of any of the foregoing. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Licenses or other rights. None of the Other Stockholders hold any Licenses used by the Company.