Trademarks, Patents, Etc. Schedule 2.1
Trademarks, Patents, Etc. (a) SCHEDULE 4.8(a) contains a true and complete list of all letters patent, patent applications, trade names, trademarks, service marks, trademark and service mark xxxistrations and applications, copyrights, copyright registrations and applications, grants of a license or right to the Company with respect to the foregoing, both domestic and foreign, registered by the Company (collectively herein, "REGISTERED RIGHTS").
(b) Except as described in SCHEDULE 4.8(b), the Company owns or has the right to use the Registered Rights and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, invention, process, confidential data and or other information (collectively herein, "PROPRIETARY INFORMATION") used by the Company in the design, development, manufacture, operation, sale and use of all products and services sold or rendered or currently proposed to be sold or rendered by the Company.
(c) SCHEDULE 4.8(c) contains a true and complete list and description of all licenses of or rights to Proprietary Information granted in writing to the Company by others or to others by the Company. Except as described in SCHEDULE 4.8(c), (i) the Company has not sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Company is not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Registered Right or Proprietary Information.
(d) There is no claim or demand of any Person pertaining to, or any Action that is pending or, to the Shareholders' knowledge, threatened in writing, which challenges the rights of the Company in respect of any Registered Right or any Proprietary Information.
Trademarks, Patents, Etc. (a) Schedule 4.8(a) contains a true and complete list of all letters patent, patent applications, trade names, trademarks, service marks, trademark and service mark regixxxxtions and applications, copyrights, copyright registrations and applications, grants of a license or right to the Company with respect to the foregoing, both domestic and foreign, claimed by either Company or used or proposed to be used by the Company in the conduct of its business, whether registered or not. (collectively herein, "Registered Rights").
(b) Except as described in Schedule 4.8(b), the Company owns and has the unrestricted right to use the Registered Rights and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, invention, process, confidential data and or other information (collectively herein, "Proprietary Information") required for or incident of the design, development, manufacture, operation, sale and use of all products and services sold or rendered or proposed to be sold or rendered by the Company, free and clear of any right, equity or claim of others. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information.
(c) Schedule 4.8(c) contains a true and complete list and description of all licenses of or rights to Proprietary Information granted to the Company by others or to others by the Company. Except as described in Schedule 4.8(c), (i) the Company has not sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Company is not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Registered Right or Proprietary Information.
(d) There is no claim or demand of any Person pertaining to, or any Action that is pending or, to the Majority Shareholders" knowledge, threatened, which challenges the rights of the Company in respect of any Registered Right or any Proprietary Information.
Trademarks, Patents, Etc. Schedule 2.l(f) is an accurate and complete list of all patents, trademarks, tradenames, trademark registrations, service names, service marks, copyrights, licenses, formulas and applications therefor owned by Borrower or used or required by Borrower in the operation of its business, title to each of which is, except as set forth in Schedule 2. l(f) hereto, held by Borrower free and clear of all adverse claims, liens, security agreements, restrictions or other encumbrances. Except as set forth in Schedule 2.1(f), Borrower owns or possesses adequate (and will use its best efforts to obtain as expediently as possible any additional) licenses or other rights to use all patents, trademarks, trade names, service marks, trade secrets or other intangible property rights and know-how necessary to entitle Borrower to conduct its business as presently being conducted. There is no infringement action, lawsuit, claim or complaint which asserts that Borrower’s operations violate or infringe the rights or the trade names, trademarks, trademark registrations, service names, service marks or copyrights of others with respect to any apparatus or method of Borrower or any adversely held trademarks, trade names, trademark registrations, service names, service marks or copyrights, and Borrower is not in any way making use of any confidential information or trade secrets of any person, except with the consent of such person. Except as set forth in Schedule 2.1(f), Borrower has taken reasonable steps to protect its proprietary information (except disclosure of source codes pursuant to licensing agreements) and is the lawful owner of the proprietary information free and clear of any claim of any third party. As used herein, “proprietary information” includes without limitation, (i) any computer programming language, software, hardware, firmware or related documentation, inventions, technical and nontechnical data related thereto, and (ii) other documentation, inventions and data related to patterns, plans, methods, techniques, drawings, finances, customer lists, suppliers, products, special pricing and cost information, designs, processes, procedures, formulas, research data owned or used by Borrower or marketing studies conducted by Borrower, all of which Borrower considers to be commercially important and competitively sensitive and which generally has not been disclosed to third parties.
Trademarks, Patents, Etc. Schedule 4.20 sets forth a complete and ---------- ------- --- -------- ---- accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of either Company or used or proposed to be used by either Company, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto, and (b) all written agreements relating to other technology, know-how and processes which either Company is licensed or authorized by others to use or which either Company has licensed or authorized for use by others. Except to the extent set forth in Schedule 4.20, -------- ---- the applicable Company owns or has the sole and exclusive right to use all patents, trademarks, trade names and copyrights, and has the right without restrictions to use all technology, know-how and processes, used or necessary for the ordinary course of business as presently conducted or proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. No claims have been asserted, and no claims are pending, by any Person regarding the use of any such patents, trademarks, trade names, copyrights, technology, know-how or processes, or challenging or questioning the validity or effectiveness of any license or agreement, and to the Sellers' knowledge there is no basis for such claim. To the Sellers' knowledge, the use by the applicable Company of such patents, trademarks, trade names, copyrights, technology, know-how or processes in the ordinary course of business does not infringe in any material respect on the rights of any person.
Trademarks, Patents, Etc. Each of the Borrower and its Subsidiaries possesses all the Trademarks, copyrights, patents, licenses, or rights in any thereof, adequate in all material respects for the conduct of its business as now conducted and presently proposed to be conducted, without conflict with the rights or, to the best knowledge of the Borrower, any presently claimed rights of others.
Trademarks, Patents, Etc. Schedule 5.20 hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of each Company or used or proposed to be used by each Company, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto, and (b) all written agreements relating to other technology, know-how and processes which each Company is licensed or authorized by others to use or which each Company has licensed or authorized for use by others (other than retail shrink-wrap licenses for ordinary course computer software such as Microsoft Windows 95, Microsoft Office and the like). Except to the extent set forth in Schedule 5.20 hereto, each -------- ---- Company owns or has the sole and exclusive right to use all patents, trademarks, trade names and copyrights, and has the right without restrictions to use all technology, know-how and processes, used or necessary for the ordinary course of business as presently conducted or proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. No claims have been asserted, and no claims are pending, by any Person regarding the use of any such patents, trademarks, trade names, copyrights, technology, know-how or processes, or challenging or questioning the validity or effectiveness of any license or agreement, and there is no basis for such claim. To the best knowledge of the Sellers, the use by each Company of such patents, trademarks, trade names, copyrights, technology, know-how or processes in the ordinary course of business does not infringe on the rights of any Person.
Trademarks, Patents, Etc. (a) Schedule 3.18
(a) attached hereto contains a true and complete list of all letters patent, patent applications, trade names, trademarks, service marks, trademark and service xxxx registrations and applications, copyrights, copyright registrations and applications, grants of a license or right to the Company with respect to the foregoing, both domestic and foreign, claimed by Company or used or proposed to be used by the Company in the conduct of the Business, whether registered or not (collectively herein, "Registered Rights").
(b) Except as described in Schedule 3.18(b) attached hereto, the Sellers and the Company own and have the unrestricted right to use the Registered Rights. The Sellers to the best of their knowledge have the unrestricted right to use every trade secret, know-how, process, discovery, development, design, technique, program, code, customer and supplier list, promotional idea, marketing and purchasing strategy, invention, process, confidential data and or other information (collectively herein, "Proprietary Information") required for or incident of the design, development, manufacture, operation, sale and use of all products and services sold or rendered or proposed to be sold or rendered by the Company, free and clear of any right, equity or claim of others. The Sellers and the Company have taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information.
(c) Schedule 3.18(c) attached hereto contains a true and complete list and description of all licenses of or rights to Proprietary Information granted by the Sellers or the Company to others or by others to the Sellers or the Company. Except as described in Schedule 3.18(c), (i) the Sellers and the Company have not sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) the Sellers and the Company are not obligated or under any liability whatever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Registered Right or Proprietary Information.
(d) There is no claim or demand of any Person pertaining to, or any Action that is pending or, to the knowledge of the Sellers, threatened, which challenges the rights of the Company and the Sellers in respect of any Registered Right or any Proprietary Information.
(e) The Company owns or has legally licensed all third-party computer software ...
Trademarks, Patents, Etc. Each Loan Party possesses or has the right to use all licenses, permits, franchises, patents, copyrights, trademarks, trade names, servicemarks, or rights thereto, material to the conduct of its business substantially as now conducted and as presently proposed to be conducted and none of the Loan Parties are in material violation of any valid rights of others with respect to any of the foregoing.
Trademarks, Patents, Etc. The corporate names of the Company, and the trade names, trademarks, and service marks listed on Schedule 3.15 are ------------- the only names and marks which are used by the Company in the operation of its business. Except as set forth on Schedule 3.15, no claim has been asserted ------------- against the Company involving any conflict or claim of conflict of its trade names, trademarks or service marks or with the trade names, trademarks, service marks or corporate names of others, and, to the best of the knowledge of the Company and except as set forth on Schedule 3.15, there is no basis for any such ------------- claim of conflict. Except as set forth on Schedule 3.15 and to the best of the ------------- knowledge of the Company, the Company is the sole and exclusive owner of its trade names, trademarks and service marks and has the sole and exclusive right to use such trade names, trademarks and service marks. The Company is the registered owner of the United States and foreign patents listed on Schedule -------- 3.15 and has applications pending with the U.S. Patent Office and/or foreign ---- patent offices for the patents listed on Schedule 3.15 as being patents pending. ------------- The Company has no knowledge of any adverse claim of any kind with respect to any of such patents or patent applications, nor does it have any knowledge, or reason to know, that a patent will not issue on any such patent application. Except as set forth on Schedule 3.15 and to the best of the knowledge of the ------------- Company, no process used by the Company or any product manufactured or sold by the Company infringes upon any patent, patent application, trademark, trade name or service xxxx of any other party. There has been no claim of infringement of and, to the best of the knowledge of the Company and except as set forth on Schedule 3.15, the Company is not infringing on any third party's patent, ------------- license, trademark, trade name, service xxxx, copyright or other proprietary right.
