Common use of Trademarks, Patents, Etc Clause in Contracts

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 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 rexxxxrations 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 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 RIGHTSRegistered Rights"). (b) Except as described in SCHEDULE Schedule 4.8(b), the Company owns or 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 INFORMATIONProprietary Information") used by the Company in required for or incident of 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, 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 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 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 writingthreatened, which challenges the rights of the Company in respect of any Registered Right or any Proprietary Information.

Trademarks, Patents, Etc. (a) SCHEDULE 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 mxxx 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, registered 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 RIGHTSRegistered Rights"). (b) Except as described in SCHEDULE Schedule 4.8(b), the Company owns or 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 INFORMATIONProprietary Information") used by the Company in required for or incident of 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, 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 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 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 writingthreatened, 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 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 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)) OR AS OTHERWISE LIMITED BY APPLICABLE LEGAL REQUIREMENTS, the Company owns or 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") used by the Company in required for or incident of 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, 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 in writing to the Company by others or to others by the Company. Except as described in SCHEDULE 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 writingthreatened, which challenges the rights of the Company in respect of any Registered Right or any Proprietary Information.

Trademarks, Patents, Etc. (a) SCHEDULE 4.8(aSchedule 3.8(a) contains a true and complete list of all letters --------------- patent, patent applications, trade names, trademarks, service marks, trademark and service mark xxxistrations 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, registered claimed by the Company or used or proposed to be used by the Company in the conduct of its business, whether registered or not, and the status of each (collectively herein, "REGISTERED RIGHTSRegistered Rights").. ------------------ (b) Except as described in SCHEDULE 4.8(bSchedule 3.8(b), the Company owns or and has the --------------- unrestricted right to use the Registered Rights and every trade secret, know-know- how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, invention, process, confidential data data, product formulation and or other information (collectively herein, "PROPRIETARY INFORMATIONProprietary Information") used by the Company in required for, advantageous to or incident to ----------------------- the design, development, manufacturepurchase, operationdistribution, sale and use of all products and services sold or rendered or currently 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 in writing to the Company by others or to others by the Company. Except as described in SCHEDULE 4.8(cSchedule 3.8(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. None of the Registered Rights or Proprietary Information licensed or granted to the Company is owned by any Shareholder or any affiliate of any Shareholder and no Registered Right or Proprietary Information has been licensed or granted to any Shareholder or any affiliate of any Shareholder. (d) There is no claim or demand of any Person pertaining to, or any Action that is pending or, to the Company's or Shareholders' knowledge, threatened in writingthreatened, which challenges the rights of the Company in respect of any Registered Right or any Proprietary Information.

Trademarks, Patents, Etc. (a) SCHEDULE 4.8(aSchedule 3.08 (a) contains a true and complete list of all letters patent, patent applications, trade names, logos, trademarks, service marks, trademark and service mark xxxistrations xxxx registrations and applications, copyrights, copyright registrations and applications, Internet domain names, 1-800 and 1-888 telephone numbers, grants of a license or right to the Company with respect to any of the foregoing, both domestic and foreign, registered owned or claimed by the Company or used or proposed to be used by the Company in the conduct of its business, whether registered or not (collectively herein, "REGISTERED RIGHTSRegistered Rights"). No other ----------------- patent, trademark, service xxxx, trade name or copyright, or license with respect to any of the foregoing, is necessary to permit the Company's business to be conducted as now conducted or as heretofore or proposed to be conducted. True and complete copies of all documentation related to the Registered Rights have been delivered to Buyer heretofore. (b) Except as described in SCHEDULE 4.8(bSchedule 3.08(b), the Company owns or exclusively and has the exclusive and unrestricted right to use the Registered Rights Rights, and all renewals therefor and claims for infringement thereof, and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, computer program (including source code), technical data, invention, process, confidential data and or other information (collectively herein, "PROPRIETARY INFORMATIONProprietary Information") used by the Company in required for or incident to 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, free and clear of any right, equity or claim of others and without infringing upon or otherwise acting adversely to the right or claimed right of any third party under or with respect to any of the Proprietary Information. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) SCHEDULE 4.8(cSchedule 3.08(c) contains a true and complete list and non-confidential description of all licenses of of, or rights to to, Proprietary Information granted in writing to the Company by others or to others by the Company. Except as described in SCHEDULE 4.8(cSchedule 3.08(c), (i) the Company has not sold, transferred, assigned, licensed licensed, restricted, encumbered or subjected to any Lien, any Registered Right Rights 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 Rights or Proprietary Information. (d) There is are no claim claims or demand demands of any Person pertaining to, or any Action Actions that is are pending or, to the Shareholders' knowledge, threatened in writingor threatened, which challenges challenge the rights of the Company in respect of any Registered Right Rights or any Proprietary Information.

Trademarks, Patents, Etc. (a) SCHEDULE 4.8(aSchedule 3.17 (a) attached hereto contains a true and complete list of all letters patent, patent applications, trade names, trademarks, service marks, trademark trademark, software and service mark xxxistrations xxxx registrations and applications, copyrights, copyright registrations and applications, grants of a license or right to the Company or any Subsidiary with respect to the foregoing, both domestic and foreign, registered claimed by the Company or any Subsidiary or used or proposed to be used by the Company or any Subsidiary in the conduct of the Business, whether registered or not (collectively herein, "REGISTERED RIGHTSRegistered Rights"). (b) Except as described in SCHEDULE 4.8(b)Schedule 3.17(b) attached hereto, to the Company's knowledge, the Company owns or has and the Subsidiaries own and have the unrestricted right to use the Registered Rights and every trade secret, know-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 INFORMATIONProprietary Information") used by the Company in required for or incident of 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 CompanyCompany or any Subsidiary, free and clear of any right, equity or claim of others. The Company and the Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) SCHEDULE 4.8(cSchedule 3.17(c) attached hereto contains a true and complete list and description of all licenses of or rights to Proprietary Information granted in writing by the Company or any Subsidiary to others or by others to the Company by others or to others by the Companyany Subsidiary. Except as described in SCHEDULE 4.8(cSchedule 3.17(c), (i) the Company has and the Subsidiaries have 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 and the Subsidiaries 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 person pertaining to, or any Action action that is pending or, to the Shareholders' knowledgeknowledge of the Company, threatened in writingthreatened, which challenges the rights of the Company or any Subsidiary in respect of any Registered Right or any Proprietary Information. (e) The Company and the Subsidiaries own or have legally licensed all third-party computer software used in connection with the Business and, to the Company's knowledge, have not infringed, and are not now infringing, on the rights of any third parties by their use of computer software.

Trademarks, Patents, Etc. (a) SCHEDULE 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 registrations and applications, copyrights, copyright registrations registratixxx and applications, URLs, grants of a license or right to the Company or its Subsidiaries with respect to the foregoing, both domestic and foreign, registered claimed by the Company or its Subsidiaries or used or proposed to be used by the Company or its Subsidiaries in the conduct of its business, whether registered or not (collectively herein, "REGISTERED RIGHTSRegistered Rights"). (b) Except as described in SCHEDULE Schedule 4.8(b), the Company owns or 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 INFORMATIONProprietary Information") used by the Company in required for or incident to 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 CompanyCompany or its Subsidiaries, free and clear of any right, equity or claim of others. The Company and each of its Subsidiaries has taken A-11 reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. (c) SCHEDULE 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 or its Subsidiaries by others or to others by the CompanyCompany or its Subsidiaries. Except as described in SCHEDULE Schedule 4.8(c), (i) neither the Company nor any of its Subsidiaries has not sold, transferred, assigned, licensed or subjected to any Lien, any Registered Right or Proprietary Information or any interest therein, and (ii) neither the Company nor any of its Subsidiaries has violated or breached and 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' Shareholder's or the Company's knowledge, threatened in writingthreatened, which challenges the rights of the Company or its Subsidiaries in respect of any Registered Right or any Proprietary Information.