Common use of Trade Rights Clause in Contracts

Trade Rights. Schedule 3.20 contains a correct and complete list of the Company Trade Rights. Schedule 3.20 also specifies which of the Company Trade Rights are registered and the jurisdictions in which such Company Trade Rights are registered. All Company Trade Rights are in good standing and have been properly registered in all jurisdictions where required. Except as set forth on Schedule 3.20, there are no pending, existing or, to the knowledge of the Shareholder or the Company, threatened opposition, interference, cancellation, proceeding or other legal or governmental proceeding before any Governmental Entities against or involving the applications or registrations listed in Schedule 3.20. All registrations and applications have been properly made and filed, and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. To conduct its business as it is currently conducted or proposed to be conducted, the Company does not require any Trade Rights that it does not already have. The Company is not infringing and has not infringed any Trade Rights of another, nor is there any basis upon which a claim or challenge for infringement could be made. To the Company’s knowledge, no person or entity is infringing or has infringed any of the Company Trade Rights. The Company is not aware of any pending patent applications belonging to others that would be infringed by the Company if a patent that included such claims were granted on such pending applications. Except as set forth in Schedule 3.20, the Company has not granted any license or made any assignment of any of the Company Trade Rights, and no person or entity other than the Company has any right to use any of the Company Trade Rights. Except as set forth in Schedule 3.20, the Company does not pay any royalties or other consideration for the right to use any Trade Rights of others. All Trade Rights that are used by 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 and the Company has not entered into any agreement which restricts its use of the Trade Rights. No methods, processes, procedures, apparatus or equipment used or held for use by the Company use or include any proprietary or confidential information or any trade secrets misappropriated from another. The Company has no proprietary or confidential information that is owned or claimed by third parties and that is not rightfully in the possession of the Company, and the Company has complied in all material respects with all Contracts governing the disclosure and use of proprietary or confidential information. The Company has maintained the confidentiality of all Company Trade Rights to the extent necessary to maintain all proprietary rights therein. The consummation of the transactions contemplated hereby will not alter or impair any of the Company Trade Rights.

Trade Rights. Schedule 3.20 contains a correct and complete list of the Company Trade RightsRights currently used in the Business. Schedule 3.20 also specifies which of the Company Trade Rights are registered and the jurisdictions in which such Company Trade Rights are registered. All material Company Trade Rights are in good standing and have been properly registered in all jurisdictions where required. Except as set forth on Schedule 3.20, there are no pending, existing or, to the knowledge Knowledge of the Shareholder Shareholders or the Company, threatened opposition, interference, cancellation, proceeding or other legal or governmental proceeding before any Governmental Entities against or involving the applications or registrations listed in Schedule 3.20. All registrations and applications have been properly made and filed, and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. To the Knowledge of the Shareholders or the Company, the conduct its of the business as it is currently conducted or proposed to be conducted, the Company does not require the use of any Trade Rights that it the Company does not already have. The To the Knowledge of the Shareholders or the Company, the Company is not infringing and has not infringed any Trade Rights of another, nor is there any basis upon which a claim or challenge for infringement could be made. To the Company’s knowledgeKnowledge, no person Person or entity is infringing or has infringed any of the Company Trade Rights. The Company is not aware of any pending patent applications belonging to others that would be infringed by the Company if a patent that included such claims were granted on such pending applications. Except as set forth in Schedule 3.20, the Company has not granted any license or made any assignment of any of the material Company Trade Rights, and no person Person or entity other than the Company has any right to use any of the material Company Trade Rights. Except as set forth in Schedule 3.20, the Company does not pay any royalties or other consideration for the right to use any Trade Rights of others. All To the Knowledge of the Shareholders of the Company, all material Trade Rights that are used by 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 and the Company. The Company has not entered into any agreement which restricts its use of the material Company Trade Rights. No To the Knowledge of the Shareholders or the Company, no methods, processes, procedures, apparatus or equipment used or held for use by the Company use or include any proprietary or confidential information or any trade secrets misappropriated from another. The Company has no proprietary or confidential information that is owned or claimed by third parties and that is not rightfully in the possession of the Company, and the Company has complied in all material respects with all Contracts governing the disclosure and use of proprietary or confidential information. The Company has maintained the confidentiality of all material Company Trade Rights to the extent necessary to maintain all proprietary rights therein. The consummation of the transactions contemplated hereby will not alter or impair any of the material Company Trade Rights.

Trade Rights. Schedule 3.20 contains a correct and complete list of 2.17 lists (to the extent reasonably susceptible to listing) all Trade Rights (as defined below) owned by Company Trade Rightson the Closing Date. Schedule 3.20 also 2.17 specifies which of the Company whether such Trade Rights are registered jointly owned by Company with a third party, and the jurisdictions also indicates in which jurisdictions such Company registered Trade Rights are registered. All Company Trade Rights are shown as registered in good standing and Schedule 2.17 have been properly registered in registered, all jurisdictions where required. Except as set forth on Schedule 3.20, there are no pending, existing or, to the knowledge of the Shareholder or the Company, threatened opposition, interference, cancellation, proceeding or other legal or governmental proceeding before any Governmental Entities against or involving the applications or registrations listed in Schedule 3.20. All pending registrations and applications have been properly made and filed, filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. To conduct its business the Business, as it such is currently being conducted or proposed by Company immediately prior to be conductedthe Closing, the Company does not not, to Company’s knowledge, require any Trade Rights that it does not already havehave sufficient rights to. The To Company’s knowledge, Company is not infringing and has not infringed any Trade Rights of another, nor is there any basis upon which a claim or challenge for infringement could be made. To another in the Company’s knowledge, no person or entity is infringing or has infringed any operation of the Company Business, nor, to the knowledge of Company, is any other person infringing the Trade RightsRights owned by Company. The Company is not aware of any pending patent applications belonging to others that would be infringed by the Company if a patent that included such claims were granted on such pending applications. Except as set forth in Schedule 3.20, the Company has not granted any license or made any assignment of any of the Company Trade Rights, and no person or entity other than the Company has any right to use any of the Company Trade Rights. Except as set forth Right listed in Schedule 3.202.17, nor does Company have any obligation to pay after the Company does not pay 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 Company’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 owned by Company. All Trade Rights that are used by the 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. To Company’s knowledge, the Company and the Company has not entered into any agreement which restricts its use consummation of the transactions contemplated by this Agreement will not alter or impair any Trade RightsRights set forth in Schedule 2.17. No To Company’s knowledge, no methods, processes, procedures, apparatus or equipment used or held for use by the Company use or include any proprietary or confidential information or any trade secrets misappropriated from another. The To Company’s knowledge, Company has no proprietary or confidential information that is owned or claimed by third parties and that is not rightfully in the possession of the Company, and the Company has complied in all material respects with all Contracts governing the disclosure and use of proprietary or confidential information. The 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 maintained made reasonable efforts to maintain the confidentiality of all Company Trade Rights to from which Company derives independent economic value, actual or potential, from such Trade Rights not being generally known. As used herein, the extent necessary to maintain 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 therein. The consummation of the transactions contemplated hereby will not alter or impair any of the Company Trade Rightsassociated therewith; and (iv) all inventions, software, mask works and mask work registrations, know how, discoveries, improvements, designs, trade secrets, shop and royalty rights and other intellectual property.

Trade Rights. Schedule 3.20 contains a correct and complete list of 3.19 lists all Trade Rights (as defined below) in which the Company Trade Rights. Schedule 3.20 also specifies which of the Company now has any interest, specifying whether such Trade Rights are registered owned, controlled, used or held (under license or otherwise) by the Company, and the jurisdictions in also indicating which of such Company Trade Rights are registered. All Company Trade Rights are shown as registered in good standing and Schedule 3.19 have been properly registered in registered, all jurisdictions where required. Except as set forth on Schedule 3.20, there are no pending, existing or, to the knowledge of the Shareholder or the Company, threatened opposition, interference, cancellation, proceeding or other legal or governmental proceeding before any Governmental Entities against or involving the applications or registrations listed in Schedule 3.20. All pending registrations and applications have been properly made and filed, filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. To In order to conduct its the business of the Company, as it such is currently being conducted or proposed to be conducted, the Company does not require any Trade Rights that it does not already have. The To the Best Knowledge of the Shareholders, the Company is not infringing and has not infringed any Trade Rights of anotheranother in the operation of the business of the Company, nor is there any basis upon which a claim or challenge for infringement could be made. To other person infringing the Trade Rights of the Company’s knowledge, no person or entity is infringing or has infringed any of the Company Trade Rights. The Company is not aware of any pending patent applications belonging to others that would be infringed by the Company if a patent that included such claims were granted on such pending applications. Except as set forth in Schedule 3.203.19, the Company has not granted any license or made any assignment of any of Trade Right listed on Schedule 3.19, nor does the Company Trade Rights, and no person or entity other than the Company has any right to use any of the Company Trade Rights. Except as set forth in Schedule 3.20, the Company does not pay any royalties or other consideration for the right to use any Trade Rights of others. All There are no inquiries, investigations or claims or litigation challenging or, to the Best Knowledge of the Shareholders, 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 that are used by of the Company. 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 and the Company has not entered into any agreement which restricts its use of the Trade Rights. No methods, processes, procedures, apparatus or equipment used or held for use by the Company use or include any proprietary or confidential information or any trade secrets misappropriated from another. The Company has no proprietary or confidential information that is owned or claimed by third parties and that is not rightfully in the possession of the Company, and the Company has complied in all material respects with all Contracts governing the disclosure and use of proprietary or confidential information. The Company has maintained the confidentiality of all Company Trade Rights to the extent necessary to maintain all proprietary rights therein. The consummation of the transactions contemplated hereby will not alter or impair any of Trade Rights owned or used by the Company Company. As used herein, the term "Trade Rights" shall mean and include: (a) 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 foregoing accruing from the dates of first use thereof; (b) 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; (c) all United States and foreign patents and patent applications, including all claims for infringement and all international proprietary rights associated therewith; (d) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; and (e) 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.