Common use of Trademarks, Licenses, Etc Clause in Contracts

Trademarks, Licenses, Etc. Attached hereto as EXHIBIT "D" is a Schedule of Trademarks, etc., listing all trademarks, trade names, trademark licenses, service marks, patents, patent applications therefor, franchises, licenses, copyrights authorizations, product registrations and other assets of like kind (hereinafter "licenses and other rights"), any interest in which is owned by or registered in the name of Seller, which relate to the Assets. Seller is the sole and exclusive owner of, and has the unrestricted right to use, each of the licenses and other rights now used in the conduct of its business, and such licenses or other rights are in full force and effect and have not been amended or modified. Seller has performed all obligations required to be performed by it and is not in default under any of the foregoing. No claims have been asserted against the Seller with respect to any licenses and other rights, and no proceedings have been instituted or threatened which challenge the rights of Seller with respect to any of the licenses and other rights. Seller has not received any notice of infringement of or conflicts with asserted rights of others with respect to any of its licenses and other rights. EXHIBIT "D" indicates the name and address of any person other than the Seller who own each of the licenses and other rights. No action has been taken or will be taken prior to Closing with respect to such licenses and other rights without the prior written consent of Buyer other than those customarily taken consistent with Seller's usual business practices as theretofore conducted. True and complete copies of all licenses and other rights will be furnished or made available to Buyer at least seven (7) days before the Closing Date.

Trademarks, Licenses, Etc. Attached hereto as EXHIBIT "D" is Schedule 2(b) sets forth a Schedule list of Trademarksall registered trademarks, etc.patents, listing copyrights and applications for use in the Business since Seller's inception including the record owner, registration or application number, jurisdiction, application or registration date and expiration date. Since Seller's inception, no claim has been asserted or, to the best knowledge of Seller, threatened against Seller or any affiliate of Seller to the effect that the operation of the Business or the use of the Acquired Assets infringes upon or conflicts with the rights of any person, and no claim has been asserted that any person infringes any of the Acquired Intellectual Property. Seller owns free and clear of any rights or claims of others the rights to use all trademarks, trade names, trademark licenses, service marks, patentscopyrights and registrations thereof and applications therefor and all trade names, patent applications thereforlicenses, franchises, licensespermits, copyrights authorizationsprocesses, product registrations trade secrets, inventions and other assets royalties, and rights with respect thereto, and all technical know-how, customer lists, research and development projects and data and non-competition covenants accruing to the benefit of like kind Seller used in, held for use in or under development for use in or necessary for the conduct of the Business as now conducted and conducted since Seller's inception (hereinafter collectively, "licenses and other rightsBusiness Rights")) without any conflict or infringement with the rights of others, any interest in which is owned by including officers, directors or registered in the name shareholders of Seller, which relate to the Assets. Seller is the sole and exclusive owner of, and has the unrestricted right to use, each of the licenses and other rights now used in the conduct of its business, and such licenses or other rights are in full force and effect and have not been amended or modified. Seller has performed all obligations required to be performed by it and is not in default under any of the foregoing. No claims have been asserted against the Seller with respect to any licenses and other rights, and no proceedings have been instituted or threatened which challenge the rights of Seller with respect to any of the licenses and other rights. Seller has not received any notice of infringement any claim or assertion that any of the Acquired Assets or conflicts Business Rights infringe or conflict with asserted the rights of others with respect others, and, to the best of Seller's knowledge, there is no infringement or violation by any of its licenses and other rights. EXHIBIT "D" indicates the name and address of any person other than the Seller who own each of the licenses and other rights. No action has been taken or will be taken prior to Closing with respect to such licenses and other rights without the prior written consent of Buyer other than those customarily taken consistent with Seller's usual business practices as theretofore conducted. True and complete copies of all licenses and other rights will be furnished or made available to Buyer at least seven (7) days before the Closing DateBusiness Rights.

Trademarks, Licenses, Etc. Attached hereto as EXHIBIT "D" is a Schedule A list and brief description of Trademarksall of the Seller's trademarks, etc., listing all trademarksservice marks, trade names, trademark licensesbrands, patents, all applications for registration and registrations for trademarks, copyrights and patents, and all franchises, permits and licenses and rights with respect to the foregoing, are set forth in the Disclosure Statement. Seller owns or possesses the right to use all the trademarks, service marks, trade names, brands, copyrights, patents, patent applications therefor, franchises, permits and licenses, copyrights authorizations, product registrations and other assets of like kind (hereinafter "licenses and other rights"), any interest in which is owned by or registered in the name of Seller, which relate rights with respect to the Assets. Seller is the sole and exclusive owner offoregoing, and has the unrestricted right to use, each of the licenses and other rights now used in necessary for the conduct of its businessbusiness as conducted on March 31, and such licenses or other rights are 1996. Except as set forth in full force and effect and have not been amended or modified. Seller has performed all obligations required to be performed by it and is not in default under any of the foregoing. No claims have been asserted against the Seller with respect to any licenses and other rightsDisclosure Statement, and no proceedings have been instituted or threatened which challenge the rights of Seller with respect to any of the licenses and other rights. Seller has not received any notice of infringement of or conflicts any conflict with asserted the rights of others, or any use by others which conflicts in any material respect with the rights of the Seller and all such marks, franchises, permits and licenses and rights with respect to any of its licenses the foregoing and other rights. EXHIBIT "D" indicates all contracts, and arrangements referred to in the name and address Disclosure Statement are fully assignable without the consent of any person other than third party. Except as set forth in the Disclosure Statement, Seller has not received or given notice of any default or claimed or purported or alleged default on the part of any party in the performance or payment of any material obligation to be performed or paid by any party under any franchises, permits, licenses, contracts, agreements or arrangements referred to in or submitted as a part of the Disclosure Statement. During the past five years the only names by which the Seller who own each of the licenses and other rights. No action has been taken known or will be taken prior which Seller has used are "SRX" and/or "Shared Resource Exchange, Inc." Seller has previously delivered to Closing with respect to such licenses Buyer true and other rights without the prior written consent of Buyer other than those customarily taken consistent with Seller's usual business practices as theretofore conducted. True and complete correct copies of all licenses and other rights will be furnished or made available to Buyer at least seven (7) days before each item described in the Closing DateDisclosure Statement.

Trademarks, Licenses, Etc. Attached hereto as EXHIBIT ------------------------- Schedule "DC" is a Schedule of Trademarks, etc., Trademarks listing all trademarks, trade names, trademark licenses, service marks, patents, patent applications therefor, franchises, licenses, copyrights authorizations, product registrations and other assets of like kind (hereinafter "licenses and other rights"), any interest in which is owned by or registered in the name of Seller, which relate Seller with respect to the AssetsWebsite. Seller is the sole and exclusive owner an authorized licensee of, and has the unrestricted right to use, each of the any such licenses and other rights now used in the conduct of the operation of its businessWebsite, and as set out in Schedule " " hereto; such licenses or other rights are in full force and effect and have not been amended or modified. Seller has performed all obligations required to be performed by it and is not in default under any of the foregoing. No claims have been asserted against the Seller with respect to any such licenses and other rights, and no proceedings have been instituted or threatened which challenge the rights of Seller with respect to any of the such licenses and other rights. Seller has not received any notice of infringement of or conflicts with asserted rights of others with respect to any of its such licenses and other rights. EXHIBIT "D" indicates the name and address of any person other than the Seller who own each of the licenses and other rightsrights arising therefrom. No action has been taken or will be taken prior to Closing Date with respect to such licenses and other rights without the prior written consent of Buyer other than those customarily taken consistent with Seller's usual business practices as theretofore conducted. True and complete copies of all such licenses and other rights will be furnished or made available to Buyer at least seven (7) days before the Closing DateDate for review on a confidential basis.