Common use of Trademarks, Patents, Etc Clause in Contracts

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 2.l(f3.1(o) is an accurate and complete list of all patents, trademarks, tradenamestrade names, trademark registrations, service names, service marks, copyrights, licenses, formulas formulae and applications therefor owned by Borrower the Company or any of its Subsidiaries or used or required by Borrower the Company or any of its Subsidiaries in the operation of its business, title to each of which is, except as set forth in on Schedule 2. l(f3.1(o) hereto, held by Borrower the Company or a Subsidiary of the Company free and clear of all adverse claims, liens, security agreements, restrictions or other encumbrances. Except as set forth in on Schedule 2.1(f3.1(o), Borrower owns the Company and its Subsidiaries own or possesses possess adequate (and will use its their 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-know how necessary to entitle Borrower the Company or such Subsidiary to conduct its business as presently being conducted. There is no pending infringement action, lawsuit, claim or complaint which asserts that Borrowerthe Company’s or any such Subsidiary’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 the Company, any of its Subsidiaries or any adversely held trademarks, trade names, trademark registrations, service names, service marks or copyrights, and Borrower neither the Company nor any of its Subsidiaries 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 on Schedule 2.1(f3.1(o), Borrower has the Company and each of its Subsidiaries have 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, 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 the Company or any of its Subsidiaries or marketing studies conducted by Borrowerthe Company or any of its Subsidiaries, all of which Borrower the Company considers to be commercially important and competitively sensitive and which generally has not been disclosed to third parties.

Trademarks, Patents, Etc. (a) Schedule 2.l(f3.8(a) is an accurate contains a true and complete list of all patentsletters --------------- patent, trademarkspatent applications, 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, service marks, trademark registrationsand service xxxx registrations and applications, service namescopyrights, service marks copyright registrations and applications, grants of a license or copyrights of others right to the Company with respect to any apparatus the foregoing, both domestic and foreign, claimed by the Company or method used or proposed to be used by the Company in the conduct of Borrower its business, whether registered or any adversely held trademarksnot, (collectively herein, "Registered Rights"). ----------------- (b) Except as described in Schedule 3.8(b), the Company owns and has the --------------- unrestricted right to use the Registered Rights and every trade namessecret, trademark registrationsknow- how, service namesprocess, service marks discovery, development, design, technique, customer and supplier list, promotional idea, marketing and purchasing strategy, invention, process, confidential data, product formulation and or copyrightsother information (collectively herein, "Proprietary Information") required for, advantageous to or incident to ----------------------- the design, development, purchase, distribution, sale and Borrower is not in any way making use of any confidential information all products and services sold or trade secrets of any personrendered or proposed to be sold or rendered by the Company, 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 right, equity or claim of any third partyothers. As used hereinThe Company has taken reasonable security measures to protect the secrecy, “proprietary information” includes without limitationconfidentiality and value of all Proprietary Information. (c) Schedule 3.8(c) contains a true and complete list and description, --------------- including the term, payment for and scope thereof, 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 3.8(c), (i) the Company has not sold, --------------- transferred, assigned, licensed or subjected to any computer programming languageLien, software, hardware, firmware any Registered Right or related documentation, inventions, technical and nontechnical data related theretoProprietary 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 documentationclaimant to, inventions any Registered Right or Proprietary Information. None of the Registered Rights or Proprietary Information licensed or granted to the Company is owned by the Shareholder or any affiliate of the Shareholder and data related no Registered Right or Proprietary Information has been licensed or granted to patternsthe Shareholder or any affiliate of the Shareholder. (d) There is no claim or demand of any Person pertaining to, plansor any Action that is pending or, methodsto the Company's or Shareholder's knowledge, techniquesthreatened, drawings, finances, customer lists, suppliers, products, special pricing and cost information, designs, processes, procedures, formulas, research data owned which challenges the rights of the Company in respect of any Registered Right 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 partiesany Proprietary Information.

Trademarks, Patents, Etc. Schedule 2.l(f2.1(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 each Borrower or used or required by each Borrower in the operation of its business, title to each of which is, except as set forth in Schedule 2. l(f2.1(f) hereto, held by such Borrower free and clear of all adverse claims, liens, security agreements, restrictions or other encumbrances. Except as set forth in Schedule 2.1(f), each 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 such Borrower to conduct its business as presently being conducted. There is no infringement action, lawsuit, claim or complaint which asserts that any Borrower’s '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 such Borrower or any adversely held trademarks, trade names, trademark registrations, service names, service marks or copyrights, and no 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), each 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 any Borrower or marketing studies conducted by any Borrower, all of which such Borrower considers to be commercially important and competitively sensitive and which generally has not been disclosed to third parties.

Trademarks, Patents, Etc. Schedule 2.l(f3.1(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(f3.1(f) hereto, held by such Borrower free and clear of all adverse claims, liens, security agreements, restrictions or other encumbrances. Except as set forth in Schedule 2.1(f3.1(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 such Borrower to conduct its business as presently being conducted. There is no infringement action, lawsuit, claim or complaint which asserts that any Borrower’s '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 such Borrower or any adversely held trademarks, trade names, trademark registrations, service names, service marks or copyrights, and no 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(f3.1(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 claim, right, trademark, patent or copyright protection 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 such Borrower or marketing studies conducted by such Borrower, all of which such Borrower considers to be commercially important and competitively sensitive and which generally has not been disclosed to third parties.