SECTION Proprietary Software and Intellectual Property Sample Clauses

SECTION Proprietary Software and Intellectual Property. Schedule 2.1(b)(iv), Schedule 2.1(b)(vii)(a) and Schedule 2.1(b)(vii) of the Seller Disclosure Schedule contain a complete and correct list of all Proprietary Software and Intellectual Property. The foregoing, together with the rights of enforcement for both known and unknown past infringement, and licenses thereof and thereto, is a complete and correct list of all Proprietary Software and Intellectual Property that is being used to conduct the Business as it is now conducted. Seller owns, or is licensed or otherwise possesses legally enforceable rights to use the Proprietary Software and Intellectual Property, including all required computer software licenses. As of the date of this Agreement, there are no oppositions, cancellations, invalidity proceedings, interferences or re-examination proceedings presently pending by any Governmental Entity with respect to the Proprietary Software and Intellectual Property. If applicable, each item of Proprietary Software and Intellectual Property has been used with the authorization of every other claimant thereto and to the knowledge of Seller, the execution, delivery and performance of this Agreement or the Related Agreements will not impair such use by Buyer. As of the date of this Agreement, Seller has not to its knowledge interfered with, infringed upon, misappropriated or otherwise come into conflict with any intellectual property rights of any third party with respect to the Proprietary Software and Intellectual Property, and Seller has not received any charge, complaint, claim, demand or notice of any such interference, infringement, misappropriation or violation (including any claim that Seller must refrain from using any intellectual property rights of any third party) with respect to the Proprietary Software and Intellectual Property. As of the date of this Agreement, to the knowledge of Seller after a reasonable investigation, no third party has interfered with, infringed upon or misappropriated or otherwise come into conflict with any Proprietary Software and Intellectual Property rights of Seller. As of the date of this Agreement, there are no pending claims, including litigation, arbitration, opposition proceedings, petitions to cancel, interferences, administrative proceedings, demand letters, cease and desist letters, or other demands, challenges or disputes of any nature, challenging, impacting or involving the Proprietary Software and Intellectual Property rights of Seller. The Proprietary Software...