Common use of Trademarks, Patents, Etc Clause in Contracts

Trademarks, Patents, Etc. Schedule 3.20 hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of Xxxx-Star or any of its Subsidiaries or used or proposed to be used by Xxxx-Star or any of its Subsidiaries, 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 Xxxx-Star or any of its Subsidiaries is licensed or authorized by others to use or which Xxxx-Star or any of its Subsidiaries has licensed or authorized for use by others. Except to the extent set forth in Schedule 3.20, Xxxx-Star or one of its Subsidiaries 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 reasonable basis for such claim. To the knowledge of the Seller, the use by Xxxx-Star and its Subsidiaries 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 (as defined in Article 11).

Trademarks, Patents, Etc. Schedule 3.20 hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of Xxxx-Star or any of its Subsidiaries or used or proposed to be used by Xxxx-Star or any of its Subsidiaries, 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 Xxxx-Star or any of its Subsidiaries is licensed or authorized by others to use or which Xxxx-Star or any of its Subsidiaries has licensed or authorized for use by others. Except to the extent set forth in Schedule 3.20, Xxxx-Star or one of its Subsidiaries 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-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 reasonable basis for such claim. To the knowledge of the Seller, the use by Xxxx-Star and its Subsidiaries 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 (as defined in Article 11)person.

Trademarks, Patents, Etc. With the exception of "off-the-shelf" software publicly available, Schedule 3.20 hereto 4.17 sets forth a ---------- ------- --- -------- ---- complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of Xxxx-Star either FCOC or any of its Subsidiaries FCOA or used or proposed to be used by Xxxx-Star either FCOC or any of its SubsidiariesFCOA, 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 Xxxx-Star either FCOC or any of its Subsidiaries FCOA is licensed or authorized by others to use use, or which Xxxx-Star either FCOC or any of its Subsidiaries FCOA has licensed or authorized for use by others. Except to the extent set forth in Schedule 3.204.17, Xxxx-Star or one each of its Subsidiaries FCOC and FCOA 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 conductedconducted by it, 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 knowledge of FCOC and FCOA, there is no reasonable basis for such claim. To the knowledge of the SellerFCOC and FCOA, the use by Xxxx-Star FCOC and its Subsidiaries FCOA 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 (as defined in Article 11)person.

Trademarks, Patents, Etc. Schedule 3.20 4.18 hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of Xxxx-Star the Company or any of its the Subsidiaries or used or proposed to be used by Xxxx-Star the Company or any of its the Subsidiaries, 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 Xxxx-Star the Company or any of its the Subsidiaries is licensed or authorized by others to use or which Xxxx-Star the Company or any of its the Subsidiaries has licensed or authorized for use by others. Except to the extent as set forth in on Schedule 3.204.18, Xxxx-Star the Company and the Subsidiaries own or one of its Subsidiaries owns or has have 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 of their respective businesses 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 reasonable basis for such claim. To the knowledge of the SellerSellers, the use by Xxxx-Star and its the Company or any of the Subsidiaries 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 (as defined in Article 11)person.

Trademarks, Patents, Etc. Schedule 3.20 5.20 hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of Xxxx-Star or any of its Subsidiaries each Company or used or proposed to be used by Xxxx-Star or any of its Subsidiarieseach 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 Xxxx-Star or any of its Subsidiaries each Company is licensed or authorized by others to use or which Xxxx-Star or any of its Subsidiaries each Company has licensed or authorized for use by othersothers (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 3.205.20 hereto, Xxxx-Star or one of its Subsidiaries 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 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 reasonable basis for such claim. To the best knowledge of the SellerSellers, the use by Xxxx-Star and its Subsidiaries 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 (as defined in Article 11)Person.

Trademarks, Patents, Etc. Schedule 3.20 SCHEDULE 5.16 (1) hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (a) all patents, of the Seller's trademarks, trade names and copyrights registered in the name of Xxxx-Star or any of its Subsidiaries or used or proposed to be used by Xxxx-Star or any of its Subsidiariesnames, all applications therefortrade secrets, and all corporate names, copyrights, designs, patents, licenses (as licensee or licensor) ), other agreements and applications with respect to the foregoing, production records, technical information, manufacturing know-how, processes, trade secrets, customer lists, and other agreements relating theretointangible assets of any kind, and (b) all written agreements relating to other technologythe extent that they are related to, know-how and processes which Xxxx-Star or any of its Subsidiaries is licensed or authorized by others to use or which Xxxx-Star or any of its Subsidiaries has licensed or authorized for use by othersconnected with, the Business. Except to the extent set forth in Schedule 3.20SCHEDULE 5.16 (1), Xxxx-Star or one of its Subsidiaries the Seller owns or has the sole sole, exclusive, unlimited and -------- ---- exclusive perpetual (subject to applicable law) right to use all patents, trademarks, trade names and copyrightscopyrights listed thereon, and has the right right, without restrictions restrictions, to use all technology, inventions, know-how and processes, used or used, necessary and/or desirable for conducting the ordinary course of business Business as presently conducted or and as proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. No Except as set forth in SCHEDULE 5.16 (2), 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 and, to the knowledge of the Seller, there is no reasonable basis for such claim. To the knowledge best of the Sellerits knowledge, the use by Xxxx-Star and its Subsidiaries the Seller of such patents, trademarks, trade names, copyrights, technology, inventions, know-how or processes in the ordinary course of business the Business (as currently conducted and as contemplated to be conducted) does not infringe on the rights of any Person person. With respect to each item of Intellectual Property that the Company uses pursuant to a license, sublicense, agreement, or permission, to the best knowledge of the Company: (as defined i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in Article 11)full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the Closing; (iii) no party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) with respect to each sublicense, the representations and warranties set forth in subsections (i) through (iv) above are true and correct with respect to the underlying license; (vi) the underlying item of Intellectual Property is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge; and (vii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the knowledge of the Company is threatened which challenges the legality, validity, or enforceability of the underlying item of Intellectual Property. The Company did not grant any sublicense or similar right with respect to any such license, sublicense, agreement, or permission.

Trademarks, Patents, Etc. Schedule 3.20 1.3 hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of Xxxx-Star or any of its Subsidiaries the Seller or used or proposed to be used by Xxxx-Star or any of its Subsidiariesthe Seller, 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 Xxxx-Star or any of its Subsidiaries the Seller is licensed or authorized by others to use or which Xxxx-Star or any of its Subsidiaries the Seller has licensed or authorized for use by others. Except to the extent set forth in Schedule 3.201.3, Xxxx-Star or one of its Subsidiaries the Seller owns or has the sole and -------- ---- exclusive right to use all patents, trademarks, trade names and copyrightscopyrights described in clause (a) of the preceding sentence for the uses set forth in the registrations relating thereto, 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 the Seller has received no notice that any claims are pending, by any person 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 reasonable basis for such claim. To the knowledge of the Seller, the use by Xxxx-Star and its Subsidiaries the Seller 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 (as defined in Article 11)Person.

Trademarks, Patents, Etc. Schedule 3.20 1.1(h) hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (a) all patents, "small patents" (i.e., Gebrauchsmaster and/or Geschmacksmuster) trademarks, trade names Trade Names and copyrights registered copyrights, in each case to the name of Xxxx-Star or any of its Subsidiaries or extent used or proposed to be used by Xxxx-Star in connection with the Purchased Business (whether or not registered in the name of the Company (and/or any of its affiliates) or any of its SubsidiariesShareholders), 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 Xxxx-Star or any of its Subsidiaries the Company is licensed or authorized to use by others to use or which Xxxx-Star or any of its Subsidiaries the Company has licensed or authorized for use by others, in each case in connection with the Purchased Business. Except to the extent set forth in Schedule 3.201.1(h) hereto, Xxxx-Star or one of its Subsidiaries the Company owns or has the sole and -------- ---- exclusive right to use all patentspatents (i.e., Gebrauchsmaster and/or Geschmacksmuster), trademarks, trade names Trade Names and copyrights, and has in the right without restrictions to use all technology, know-how and processesjurisdictions in which they are shown as registered, used or necessary for the conduct of the Purchased Business in 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, and each of these rights and other Intangibles should be duly transferred to Buyer; none of the Current Shareholders nor the Seller has granted, assigned, or licensed to any other person or entity the Trade Names or rights therein. 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 best knowledge of the Company and each of its Shareholders, there is no reasonable basis for such claim. To the knowledge of the SellerCompany and each of its Shareholders, the use by Xxxx-Star and its Subsidiaries the Company of such patents, trademarks, trade names, copyrights, technology, know-how or processes used in the conduct of the Purchased Business in the ordinary course of business does not infringe on the rights of any Person (as defined in Article 11)person.