Common use of Trade Rights Clause in Contracts

Trade Rights. Section 4.18(a) of the Seller Disclosure Schedule contains a correct and complete list of the Seller Trade Rights and specifically identifies all Business Trade Rights (including domain names). Sellers are the exclusive owners of all Seller Trade Rights, free and clear of all Liens (except for Permitted Liens). Section 4.18 of the Seller Disclosure Schedule also specifies which of the Seller Trade Rights are registered and the jurisdictions in which such Seller Trade Rights are registered. All Seller Trade Rights of a material nature are in good standing and have been properly registered in all jurisdictions where required. All registrations and applications of a material nature have been properly made and filed, and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. To conduct the Business as it is currently conducted or proposed to be conducted, Sellers do not require any Trade Rights that it does not already have. Sellers are 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. No Person is infringing or has infringed any of the Seller Trade Rights. Sellers are not aware of any pending patent applications belonging to others that would be infringed by Sellers if a patent that included such claims were granted on such pending applications. Except as set forth in Section 4.18 of the Seller Disclosure Schedule, Sellers have not granted any license or made any assignment of any of the Seller Trade Rights, and no Person other than Sellers has any right to use any of the Seller Trade Rights. Except as set forth in Section 4.18 of the Seller Disclosure Schedule, Sellers do not pay any royalties or other consideration for the right to use any Trade Rights of others. All Trade Rights of a material nature that are used by Sellers in the Business are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Sellers. No methods, processes, procedures, apparatus or equipment used or held for use by Sellers use or include any proprietary or confidential information or any trade secrets misappropriated from another. Sellers have no proprietary or confidential information that is owned or claimed by third parties and that is not rightfully in the possession of Sellers, and Sellers have complied in all material respects with all Contracts governing the disclosure and use of proprietary or confidential information. Section 4.18 of the Seller Disclosure Schedule contains a correct and complete list of all pending research and development projects for which there has been a charge or cost allocation of at least $50,000.00 (or its foreign currency equivalent as of the date hereof) or more. Sellers have maintained the confidentiality of all Seller 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 Seller Trade Rights. All representations and warranties under this Section 4.18 are subject to Section 4.18 of the Seller Disclosure Schedule.

Trade Rights. Section 4.18(a) of the Seller Disclosure Schedule contains a correct and complete list of the Seller Trade Rights and specifically identifies 4.18 lists all Business Trade Rights (including domain names). Sellers are the exclusive owners of all as defined ------------ ------------- below) in which Seller Trade Rightsnow has any interest, free and clear of all Liens (except for Permitted Liens). Section 4.18 of the Seller Disclosure Schedule also specifies which of the Seller specifying whether such Trade Rights are registered owned, controlled, used or held (under license or otherwise) by Seller, and the jurisdictions in also indicating which of such Seller Trade Rights are registered. All Seller Trade Rights of a material nature are in good standing and shown as registered on Schedule 4.18 have been properly registered in registered, all jurisdictions where required. All ------------- pending registrations and applications of a material nature 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 the Business Business, as it such is currently being conducted or proposed to be conducted, Sellers do Seller does not require any Trade Rights that it does not already have. Sellers are Seller is not infringing and has not infringed any Trade Rights of anotheranother in the operation of the business of Seller, nor is there any basis upon which a claim or challenge for infringement could be madeother person infringing the Trade Rights of Seller. No Person is infringing or Seller has infringed any of the Seller Trade Rights. Sellers are not aware of any pending patent applications belonging to others that would be infringed by Sellers if a patent that included such claims were granted on such pending applications. Except as set forth in Section 4.18 of the Seller Disclosure Schedule, Sellers have not granted any license or made any assignment of any of the Trade Right listed on Schedule 4.18, ------------- nor does Seller Trade Rights, and no Person other than Sellers has any right to use any of the Seller Trade Rights. Except as set forth in Section 4.18 of the Seller Disclosure Schedule, Sellers do not pay any royalties or other consideration for the right to use any Trade Rights of others. There are no inquiries, investigations or claims or litigation challenging or threatening to challenge Seller's right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of Seller. All Trade Rights of a material nature that are used by Sellers in the Business Seller are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Sellers. No methods, processes, procedures, apparatus or equipment used or held for use by Sellers use or include any proprietary or confidential information or any trade secrets misappropriated from another. Sellers have no proprietary or confidential information that is owned or claimed by third parties and that is not rightfully in the possession of Sellers, and Sellers have complied in all material respects with all Contracts governing the disclosure and use of proprietary or confidential information. Section 4.18 of the Seller Disclosure Schedule contains a correct and complete list of all pending research and development projects for which there has been a charge or cost allocation of at least $50,000.00 (or its foreign currency equivalent as of the date hereof) or more. Sellers have maintained the confidentiality of all Seller Trade Rights to the extent necessary to maintain all proprietary rights thereinSeller. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by Seller. 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 Seller Trade Rights. All representations and warranties under this Section 4.18 are subject to Section 4.18 of the Seller Disclosure Scheduleforegoing.

Trade Rights. Section 4.18(a) of the Seller Disclosure Schedule 3.14 contains a true, correct and complete list of the Seller Trade Rights and specifically identifies all Business material Company Trade Rights (including domain namesto the extent susceptible to listing). Sellers are the exclusive owners of all Seller Trade Rights, free and clear of all Liens (except for Permitted Liens). Section 4.18 of the Seller Disclosure Schedule 3.14 also specifies which of the Seller Trade Rights are registered and the jurisdictions in which such Seller Company Trade Rights are registered. All Seller Company Trade Rights of a material nature are shown as registered in good standing and Schedule 3.14 have been properly registered in all jurisdictions where required, which jurisdictions are set forth in Schedule 3.14. All pending registrations and applications of a material nature have been properly made and filed, and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. The Company and each of the Subsidiaries takes reasonable measures to protect the confidentiality of trade secrets. To conduct the its Business as it is currently conducted or proposed to be conducted, Sellers do not require neither Company nor any Subsidiary requires any Trade Rights that it does not already have, except where the failure to have such Trade Rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Sellers All Company Trade Rights are not owned by Company or a Subsidiary, free and clear of all Liens except Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither Company nor any Subsidiary is infringing and or has not infringed any Trade Rights of anotheranother and, nor is there any basis upon which a claim to Company’s Knowledge, no person or challenge for infringement could be made. No Person entity is infringing or has infringed any of the Seller Company Trade Rights. Sellers are not aware There is no pending or, to Company’s Knowledge, threatened claim, suit, Litigation, arbitration or other adversarial proceeding involving the Company Trade Rights alleging that the activities or the conduct of Company’s or any of the Subsidiaries’ businesses infringes upon or otherwise violates the Trade Rights of any pending patent applications belonging to others that would be infringed by Sellers if a patent that included such claims were granted on such pending applicationsthird party or challenging Company’s or any of the Subsidiary’s ownership, use, validity, enforceability or registrability of any Trade Rights. Except as set forth in Section 4.18 of the Seller Disclosure ScheduleSchedule 3.14, Sellers have not neither Company nor any Subsidiary has granted any license or made any assignment of any of the Seller Trade Rights, and no Person other than Sellers has any right to use any of the Seller Company Trade Rights. Except as set forth in Section 4.18 of the Seller Disclosure ScheduleSchedule 3.14, Sellers do not pay neither Company nor any Subsidiary pays any royalties or other consideration for the right to use any Trade Rights of others. All Trade Rights of a material nature that are used by Sellers in the Business are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Sellers. No methods, processes, procedures, apparatus or equipment used or held for use by Sellers use or include any proprietary or confidential information or any trade secrets misappropriated from another. Sellers have no proprietary or confidential information that is owned or claimed by third parties and that is not rightfully in the possession of Sellers, and Sellers have complied in all material respects with all Contracts governing the disclosure and use of proprietary or confidential information. Section 4.18 of the Seller Disclosure Schedule contains a correct and complete list of all pending research and development projects for which there has been a charge or cost allocation of at least $50,000.00 (or its foreign currency equivalent as of the date hereof) or more. Sellers have maintained the confidentiality of all Seller 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 Seller Trade Rights. All representations and warranties under this Section 4.18 are subject to Section 4.18 of the Seller Disclosure Schedule.