Common use of Trade Rights Clause in Contracts

Trade Rights. Schedule 3.17 lists all material Trade Rights (as defined below), including (without limitation) all registered Trade Rights and all Trade Rights for which federal, state or local applications have been filed, in which Company now has any interest, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by Company, and also indicating which of such Trade Rights are registered. All Trade Rights shown as registered in Schedule 3.17 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to conduct the business of Company, as such is currently being conducted or proposed to be conducted, Company does not require any Trade Rights that it does not already have. Company is not infringing and has not infringed any Trade Rights of another in the operation of the business of Company, nor, to the best of Company's and Shareholder's knowledge, is any other person infringing the Trade Rights of Company. Company has not granted any license or made any assignment of any Trade Right listed on Schedule 3.17, nor does Company pay any royalties or other consideration for the right to use any Trade Rights of others. There is no Litigation pending or, to the best of Company's and Shareholder's knowledge, threatened to challenge Company's right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of Company. All Trade Rights of Company are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Company. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by Company. As used herein, the term "Trade Rights" shall mean and include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; (v) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any of the foregoing.

Trade Rights. Schedule 3.17 SCHEDULE 3.26 lists all material Trade Rights (as defined below), including (without limitation) all registered Trade Rights and all Trade Rights for which federal, state or local applications have been filed, in which the Company now has any interest, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by the Company, and also indicating which of such Trade Rights are registered. All Trade Rights shown as registered in Schedule 3.17 SCHEDULE 3.26 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to conduct the business of the Company, as such is currently being conducted or proposed to be conducted, the Company does not require any Trade Rights that it does not already have. To the best of the Company's and the Shareholder's knowledge, the Company is not infringing and has not infringed any Trade Rights of another in the operation of the business of Company, nor, to the best of Company's and Shareholder's knowledge, nor is any other person infringing the Trade Rights of the Company. The Company has not granted any license or made any assignment of any Trade Right listed on Schedule 3.17SCHEDULE 3.26, nor does the Company pay any royalties or other consideration for the right to use any Trade Rights of others. There is no Litigation pending or, or to the best of the Company's and the Shareholder's knowledge, threatened to challenge the Company's right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of the Company. All Trade Rights of the Company are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of the Company. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by the Company. As used herein, the term "Trade Rights" shall mean and include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; (v) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any of the foregoing.

Trade Rights. Schedule 3.17 lists all material Trade Rights (as defined below), including (without limitation) all registered Trade Rights and all Trade Rights for which federal, state or local applications have been filed, in which Company now has any interest, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by Company, and also indicating which of such Trade Rights are registered. All Trade Rights shown as registered in Schedule 3.17 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to conduct the business of Company, as such is currently being conducted or proposed to be conducted, Company does not require any Trade Rights that it does not already have. Company is not infringing and has not infringed any Trade Rights of another in the operation of the business of Company, nor, to the best of Company's and Shareholder's Shareholders' knowledge, is any other person infringing the Trade Rights of Company. Company has not granted any license or made any assignment of any Trade Right listed on Schedule 3.17Right, nor does Company pay any royalties or other consideration for the right to use any Trade Rights of others. There is no Litigation pending or, to the best of Company's and Shareholder's Shareholders' knowledge, threatened to challenge Company's right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of Company. All Trade Rights of Company are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Company. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by Company. As used herein, the term "Trade Rights" shall mean and include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; (v) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any of the foregoing.

Trade Rights. Schedule 3.17 2.17 lists (to the extent reasonably susceptible to listing) all material Trade Rights (as defined below), including (without limitation) all registered Trade Rights and all Trade Rights for which federal, state or local applications have been filed, in which owned by Company now has any interest, specifying on the Closing Date. Schedule 2.17 specifies whether such Trade Rights are owned, controlled, used or held (under license or otherwise) jointly owned by CompanyCompany with a third party, and also indicating indicates in which of jurisdictions such registered Trade Rights are registered. All Trade Rights shown as registered in Schedule 3.17 2.17 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to To conduct the business of CompanyBusiness, as such is currently being conducted or proposed by Company immediately prior to be conductedthe Closing, Company does not not, to Company’s knowledge, require any Trade Rights that it does not already havehave sufficient rights to. To Company’s knowledge, Company is not infringing and has not infringed any Trade Rights of another in the operation of the business of CompanyBusiness, nor, to the best knowledge of Company's and Shareholder's knowledge, is any other person infringing the Trade Rights of owned by Company. Company has not granted any license or made any assignment of any Trade Right listed on in Schedule 3.172.17, nor does Company have any obligation to pay after the Closing Date any royalties or other consideration for the right to use any Trade Rights of othersothers except as listed in Schedule 2.17. There is no Litigation pending or, to the best of Company's and Shareholder's ’s knowledge, threatened to challenge Company's ’s right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of owned by Company. All Trade Rights of Company set forth in Schedule 2.17 are valid, enforceable and in good standing, and to Company’s knowledge there are no equitable defenses to enforcement based on any act or omission of Company. The To Company’s knowledge, the consummation of the transactions contemplated hereby by this Agreement will not alter or impair any Trade Rights set forth in Schedule 2.17. To Company’s knowledge, no methods, processes, procedures, apparatus or equipment used or held for use by Company use or include any proprietary or confidential information or any trade secrets misappropriated from another. To Company’s knowledge, Company has no proprietary or confidential information that is owned or used claimed by third parties and that is not rightfully in the possession of Company, and Company has complied in all material respects with all Contracts governing the disclosure and use of proprietary or confidential information. Schedule 2.17 contains a correct and complete list of all pending research and development projects for which there has been a charge or cost allocation of $5,000 or more. Company has made reasonable efforts to maintain the confidentiality of all Trade Rights from which Company derives independent economic value, actual or potential, from such Trade Rights not being generally known. As used herein, the term "“Trade Rights" ” shall mean and include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; and (iv) all contracts or agreements granting any rightinventions, title, license or privilege under the intellectual property rights of any third party; (v) all inventionssoftware, mask works and mask work registrations, know-know how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants rights and agreements respecting intellectual property and non-competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any of the foregoing.

Trade Rights. Schedule 3.17 3.19 lists all material Trade Rights (as defined below), including (without limitation) all registered Trade Rights and all Trade Rights for which federal, state or local applications have been filed, in which the Company now has any interest, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by the Company, and also indicating which of such Trade Rights are registered. All Trade Rights shown as registered in Schedule 3.17 3.19 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to conduct the business of the Company, as such is currently being conducted or proposed to be conducted, the Company does not require any Trade Rights that it does not already have. To the Best Knowledge of the Shareholders, the Company is not infringing and has not infringed any Trade Rights of another in the operation of the business of the Company, nor, to the best of Company's and Shareholder's knowledge, nor is any other person infringing the Trade Rights of the Company. Except as set forth in Schedule 3.19, the Company has not granted any license or made any assignment of any Trade Right listed on Schedule 3.173.19, nor does the Company pay any royalties or other consideration for the right to use any Trade Rights of others. There is are no Litigation pending inquiries, investigations or claims or litigation challenging or, to the best Best Knowledge of Company's and Shareholder's knowledgethe Shareholders, threatened threatening to challenge the Company's right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of the Company. All To the Best Knowledge of the Shareholders, all Trade Rights of the Company are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of the Company. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by the Company. As used herein, the term "Trade Rights" shall mean and include: (ia) all United States, state and foreign trademark rights, business identifiers, trade dress, service marks, trade names and brand names, including all claims for infringement, and all registrations thereof and applications therefor and all goodwill associated with the foregoingforegoing accruing from the dates of first use thereof; (iib) all United States and foreign copyrights, copyright registrations and copyright applications, including all claims for infringement, and all other rights associated with the foregoing and the underlying works of authorship; (iiic) all United States and foreign patents and patent applications, including all claims for infringement and all international proprietary rights associated therewith; (ivd) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; and (ve) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any of the foregoing.

Trade Rights. Schedule 3.17 3.18 lists (to the extent susceptible to listing) all material Trade Rights (as defined below), including (without limitation) all registered Trade Rights and all Trade Rights for which federal, state or local applications have been filed, in which Company now has any interest, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by Company, and also indicating which of such Trade Rights are registered. All Trade Rights shown as registered in Schedule 3.17 3.18 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to To conduct the business of CompanyBusiness, as such is currently being conducted or proposed to be conducted, Company does not require any Trade Rights that it does not already have. Company is not infringing and has not infringed any Trade Rights of another in the operation of the business of Company, Business nor, to the best knowledge of Company's and Shareholder's knowledge, is any other person infringing the Trade Rights of Company. Company has not granted any license or made any assignment of any Trade Right listed on in Schedule 3.173.18, nor does Company pay any royalties or other consideration for the right to use any Trade Rights of othersothers except as listed in Schedule 3.18. There is no Litigation pending or, to the best of Company's and Shareholder's ’s knowledge, threatened to challenge Company's ’s right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of Company. All Trade Rights of Company are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Company. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by Company. As used herein, the term "“Trade Rights" ” shall mean and include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; (v) all inventions, mask works and mask work registrations, know-know how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-non competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any of the foregoing.

Trade Rights. (a) Schedule 3.17 2.12 lists all material Trade Rights (as defined below) of the type described in clauses (i), including (without limitationii), (iii) all registered Trade Rights and all Trade Rights for which federal(iv) and, state or local applications have been filedto the extent practicable, clause (v) of Section 2.12(e) in which the Company (with respect to its business) now has any interest, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by Companyit, and also indicating which of such Trade Rights are registered. registered or in the process of registration. (b) All Trade Rights shown as registered in Schedule 3.17 2.12 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to . (c) To conduct the business of Company, ’s businesses as such is currently being conducted or proposed to be conducted, the Company does not require any Trade Rights that it does not already have. To the knowledge of the Shareholders, the Company is not infringing and nor has not it infringed any Trade Rights of another in the operation of the business of Companyits business, nor, to the best knowledge of Company's and Shareholder's knowledgethe Shareholders, is any other person infringing the Trade Rights of the Company. The Company has not granted any license or made any assignment of any Trade Right Rights listed on Schedule 3.172.12, nor does the Company pay any royalties or other consideration for the right to use any Trade Rights of others. There is are no Litigation pending orinquiries, to the best of Company's and Shareholder's knowledgeinvestigations, threatened claims or litigation, challenging or threatening to challenge Company's the right, title and interest of the Company with respect to its continued use and right to preclude others from using any of its Trade Rights of CompanyRights. All Trade Rights of the Company are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Company. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by the Company. . (d) The Company has used commercially prudent efforts to protect the Trade Rights owned or used by it. (e) As used herein, the term "“Trade Rights" ” shall mean and include: (i) all United States, state and foreign trademark rights, business identifiers, trade dress, service marks, trade names and brand names, including all claims for infringement, and all registrations thereof and applications therefor and all goodwill associated with the foregoingforegoing accruing from the dates of first use thereof; (ii) all United States and foreign copyrights, copyright registrations and copyright applications, including all claims for infringement, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all United States and foreign patents and patent applications, including all claims for infringement and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; and (v) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee and third party covenants and agreements respecting confidentiality, intellectual property and non-competition (including, without limitation, agreements executed by potential purchasers of the Company’s businesses, or any part thereof) and all other types of intellectual property; and (vi) all claims for infringement or breach of any of the foregoing.

Trade Rights. Schedule 3.17 lists all material Trade Rights (as defined below), including (without limitation) all registered Trade Rights and all Trade Rights for which federal, state or local applications have been filed, in which Company now has any interest, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by Company, and also indicating which of such Trade Rights are registered. All Trade Rights shown as registered in Schedule 3.17 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to conduct the business of Company, as such is currently being conducted or proposed to be conducted, Company does not require any Trade Rights that it does not already have. Company is not infringing and has not infringed any Trade Rights of another in the operation of the business of Company, nor, to the best of Company's and Shareholder's knowledge, nor is any other person infringing the Trade Rights of Company. Company has not granted any license or made any assignment of any Trade Right listed on Schedule 3.17, nor does Company pay any royalties or other consideration for the right to use any Trade Rights of others. There is no Litigation pending or, to the best of Company's and Shareholder's knowledge, or threatened to challenge Company's right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of Company. All Trade Rights of Company are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Company. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by Company. As used herein, the term "Trade Rights" shall mean and include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoing; (ii) all 29 copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; (v) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any of the foregoing.

Trade Rights. Schedule 3.17 3.16 lists all material Trade Rights (as defined below)trademarks, including (without limitation) all registered Trade Rights trade dress, service marks, trade names, brand names, copyright registrations, patents and all Trade Rights registrations and applications for which federal, state or local applications have been filed, the foregoing in which Company now has any interest, specifying whether such Trade Rights items are owned, controlled, used or held (under license or otherwise) by Company, and also indicating which of such Trade Rights items are registered. All Trade Rights shown as registered in Schedule 3.17 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to To conduct the business of Company, as such is currently being conducted or proposed to be conducted, Company does not require any Trade Rights (as defined below) that it does not already have. To Company's knowledge, Company is not infringing and has not infringed any Trade Rights or any proprietary of another in the operation of the business of Company, nor, to the best of Company's and Shareholder's knowledge, nor is any other person infringing the Trade Rights or any proprietary rights of Company. Company is not aware of any pending patent applications belonging to others which would be infringed by Company if a patent which included such claims were granted on such pending applications. Company has not granted any license or made any assignment of any Trade Right listed on Schedule 3.173.16 except as set forth in Schedule 3.16. Except as set forth on Schedule 3.16, nor Company does Company not pay any royalties or other consideration for the right to use any Trade Rights of others. There is no Litigation pending or, or to the best of Company's and Shareholder's knowledge, knowledge threatened to challenge Company's right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of Company. All Trade Rights of Company are validTo Company's knowledge, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Company. The the consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by Company. As used herein, the term "Trade Rights" shall mean and include: (ia) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoingtherefor; (iib) all copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iiic) all patents and patent applications, and all international proprietary rights associated therewith; (ivd) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; (ve) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-competition rights and all other types of intellectual property; (f) all intellectual property relating to software; and (vig) all claims for infringement or breach of any of the foregoinginternet addresses, sites and domain names.

Trade Rights. (a) Schedule 3.17 2.12 lists all material Trade Rights (as defined below) of the type described in clauses (i), including (without limitationii), (iii) all registered Trade Rights and all Trade Rights for which federal(iv) and, state or local applications have been filedto the extent practicable, clause (v) of Section 2.12 in which the Company (with respect to the Company's business) now has any interest, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by Companyit, and also indicating which of such Trade Rights are registered. . (b) All Trade Rights shown as registered in Schedule 3.17 2.12 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to conduct . (c) To the business of CompanyShareholder's knowledge, as such is currently being conducted or proposed to be conducted, the Company does not require any Trade Rights that it does not already havehave to conduct the Company's businesses as such is currently being conducted. To the knowledge of the Shareholder, the Company is not infringing and nor has not infringed any Trade Rights of another in the operation of the business of Company's business, nor, nor to the best knowledge of Company's and Shareholder's knowledge, the Shareholder is any other person infringing the Trade Rights of the Company. Except as set forth on Schedule 2.12, the Company has not granted any license or made any assignment of any Trade Right Rights listed on Schedule 3.172.12, nor does the Company pay any royalties or other consideration for the right to use any Trade Rights of others. There is no Litigation pending or, to To the best of Company's and Shareholder's knowledge, threatened there are no inquiries, investigations, or claims or litigation, challenging or threatening to challenge Company's the right, title and interest of the Company with respect to its continued use and right to preclude others from using any of its Trade Rights. To the Shareholder's knowledge, all Trade Rights of Company. All Trade Rights of the Company are valid, enforceable and in good standing, and there are no equitable or statutory defenses to enforcement based on any act or omission of the Company. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by the Company. . (d) As used herein, the term "Trade Rights" shall mean and include: (i) all United States, state and foreign trademark rights, business identifiers, trade dress, service marks, trade names and brand names, including all claims for infringement, and all registrations thereof and applications therefor and all goodwill associated with the foregoingforegoing accruing from the dates of first use thereof; (ii) all United States and foreign copyrights, copyright registrations and copyright applications, including all claims for infringement, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all United States and foreign patents and patent applications, including all claims for infringement and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; and (v) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee and third party covenants and agreements respecting confidentiality, intellectual property and non-competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any including without limitation agreements executed by potential purchasers of the foregoingCompany's business, or any part thereof).

Trade Rights. Schedule 3.17 3.18 lists all material Trade Rights (as defined below), including (without limitation) all registered Trade Rights and all Trade Rights for which federal, state or local applications have been filed, in which Company now has any interest, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by Company, and also indicating which of such Trade Rights are registered. All Trade Rights shown as registered in Schedule 3.17 3.18 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to conduct the business of Company, as such is currently being conducted or proposed to be conducted, Company does not require any Trade Rights that it does not already have. Except as set forth on Schedule 3.18, Company has received no written notice, nor does it have knowledge, that it is not infringing and has not infringed any Trade Rights of another in the operation of the business of Company, nor, to the best of Company's and Shareholder's knowledge, is any other person infringing the Trade Rights of Company. Company has not granted any license or made any assignment of any Trade Right listed on Schedule 3.173.18, nor does Company pay any royalties or other consideration for the right to use any Trade Rights of others. There is no Litigation pending or, to the best knowledge of the Company's and Shareholder's knowledge, threatened to challenge Company's right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of Company. All Trade Rights of Company are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Company. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by Company. As used herein, the term "Trade Rights" shall mean and include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; (v) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any of the foregoing.

Trade Rights. Schedule 3.17 SCHEDULE 3.24 lists all material Trade Rights (as defined below), including (without limitation) all registered Trade Rights and all Trade Rights for which federal, state or local applications have been filed, in which the Company now has any interest, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by the Company, and also indicating which of such Trade Rights are registered. All Trade Rights shown as registered in Schedule 3.17 SCHEDULE 3.24 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to conduct the business of the Company, as such is currently being conducted or proposed to be conducted, the Company does not require any Trade Rights that it does not already have. To the best of the Company's and the Shareholders' knowledge, the Company is not infringing and has not infringed any Trade Rights of another in the operation of the business of Company, nor, to the best of Company's and Shareholder's knowledge, nor is any other person infringing the Trade Rights of the Company. The Company has not granted any license or made any assignment of any Trade Right listed on Schedule 3.17in SCHEDULE 3.24, nor does the Company pay any royalties or other consideration for the right to use any Trade Rights of others. There is no Litigation pending or, or to the best of the Company's and Shareholder's the Shareholders' knowledge, threatened to challenge the Company's right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of the Company. All Trade Rights of the Company are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of the Company. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by the Company. As used herein, the term "Trade Rights" shall mean and include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; (v) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any of the foregoing.