Common use of Trademarks, Patents, Etc Clause in Contracts

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. Schedule 4.20 3.20 hereto sets forth a complete and ---------- ------- --- -------- ---- complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of either Company Xxxx-Star or any of its Subsidiaries or used or proposed to be used by either CompanyXxxx-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 either Company Xxxx-Star or any of its Subsidiaries is licensed or authorized by others to use or which either Company Xxxx-Star or any of its Subsidiaries has licensed or authorized for use by others. Except to the extent set forth in Schedule 4.203.20, -------- ---- the applicable Company 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 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 reasonable basis for such claim. To the Sellers' knowledgeknowledge of the Seller, the use by the applicable Company 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 in any material respect on the rights of any personPerson (as defined in Article 11).

Trademarks, Patents, Etc. Schedule 4.20 SCHEDULE 1.1(g) hereto sets forth a complete and ---------- ------- --- -------- ---- accurate list of (ai) all patents, trademarks, trade names, internet domain names and copyrights registered in the name of either Company or used or proposed to be used by either Companythe Seller, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating theretothereto which are to be transferred pursuant to this Agreement, and (bii) all written agreements relating to other technology, know-how and processes which either Company the Seller is licensed or authorized by others to use by others, or which either Company the Seller has licensed or authorized for use by othersothers and which are to be transferred pursuant to this Agreement. Except to the extent set forth in Schedule 4.20SCHEDULE 1.1(g), -------- ---- the applicable Company Seller owns or has the sole and exclusive right to use all such patents, trademarks, trade names, internet domain 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 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 how, internet domain names 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 The use by the applicable Company Seller of such patents, trademarks, trade names, copyrights, technology, know-how how, internet domain names or processes used by the Seller in the ordinary course of business does not not, to the knowledge of the Seller, infringe in any material respect on the rights of any person. All of Seller's patents, patent applications, registered trademarks, and trademark applications, and registered copyrights set forth on SCHEDULE 1.1(g) remain in good standing, with all fees and filings due as of the Closing Date having been duly made.

Trademarks, Patents, Etc. Schedule 4.20 6.13(A) attached hereto sets forth a an accurate, correct and complete list and ---------- ------- --- -------- ---- accurate list of summary description of: (ai) all patents, patent licenses, copyrights, trade secrets, trademarks, service marks, franchises, service names, trade names, and assumed/fictitious business names and copyrights registered in all registrations and applications therefor which the name Seller owns or has rights to, used in, or necessary for, the operation of either Company or used or proposed to be used by either Company, all applications therefor, the Business as currently conducted; and (ii) all licenses (as licensee or licensor) and other agreements relating theretoto any designs, and (b) all written agreements relating to other technologydrawings, 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 4.20patterns, -------- ---- the applicable Company owns or has the sole and exclusive right to use all specifications, patents, patent licenses, copyrights, trade secrets, trademarks, trade names and copyrightsservice marks, and has the right without restrictions to use all technologyfranchises, 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, trademarksservice names, trade names, copyrightsand assumed/fictitious business names and all registrations and applications therefor which the Seller owns or has rights to, technologyincluding, know-how or processesall existing designs, drawings, patterns and specifications owned by the Seller for all articles offered for sale, used in production, or challenging for all forthcoming articles, designs, drawings, patterns and specifications produced for but not used by the Seller and all copyrights related thereto, used in, or questioning necessary for, the validity operation of the Seller's business as currently conducted (collectively, the "Intellectual Property"). To the best of the Seller's or effectiveness of Tick's knowledge, after due inquiry, the Seller is not infringing upon any license patent, patent license, trade secret, trademark, trade secret, copyright, service xxxx, franchise, service name, trade name, or agreementassumed name or application or registration therefor which is owned or held by or pending with respect to any person or entity, and to the Sellers' knowledge there is no basis for claim or action by any such claimperson or entity pending or threatened with respect thereto. To Seller and Tick have no right to use the Sellers' knowledge, the name "Cactus Europe SARL" or any similar name and will discontinue use by the applicable Company of such patents, trademarks, trade names, copyrights, technology, know-how or processes in name as of the ordinary course of business does not infringe in any material respect on the rights of any personClosing Date.

Trademarks, Patents, Etc. Schedule 4.20 sets forth a complete and ---------- ------- --- -------- ---- accurate list of (a) Schedule 3.08(a) contains a true and complete list of all patentsletters patent, patent applications, trade names, logos, trademarks, trade names service marks, trademark and copyrights registered in service 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 name Company with respect to any of either the foregoing, both domestic and foreign, owned or claimed by the Company or used or proposed to be used by either Companythe Company in the conduct of its business, all applications thereforwhether registered or not (collectively herein, and all licenses (as licensee or licensor) and "Registered Rights"). No other agreements relating theretopatent, and (b) all written agreements relating to other technologytrademark, 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, trademarksservice xxxx, trade names and copyrightsname or copyright, and has or license with respect to any of the right without restrictions foregoing, is necessary to use all technology, know-how and processes, used permit the Company's business to be conducted as now conducted or necessary for the ordinary course of business as presently conducted 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 3.08(b), the Company owns exclusively and has the exclusive and unrestricted right to use the Registered Rights, and the consummation of the transactions contemplated hereby will not alter or impair any such right. No all renewals therefor and claims have been assertedfor infringement thereof, and no claims are pending, by any Person regarding the use of any such patents, trademarks, every trade names, copyrights, technologysecret, know-how 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 other information (collectively herein, "Proprietary Information") required for or processesincident to 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 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 3.08(c) contains a true and complete list and non-confidential description of all licenses of, or challenging rights to, Proprietary Information granted to the Company by others or questioning to others by the validity Company. Except as described in Schedule 3.08(c), (i) the Company has not sold, transferred, assigned, licensed, restricted, encumbered or effectiveness subjected to any Lien, any Registered 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 Rights or Proprietary Information. (d) There are no claims or demands of any license Person pertaining to, or agreementany Actions that are pending or threatened, 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 which challenge the rights of the Company in respect of any personRegistered Rights or any Proprietary Information.

Trademarks, Patents, Etc. Schedule 4.20 hereto sets forth a complete and ---------- ------- --- -------- ---- accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of either Company any of the Companies or used or proposed to be used by either Companyany of the Companies, 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 any of the Companies is licensed or authorized by others to use or which either Company any of the Companies has licensed or authorized for use by others. Except to the extent set forth in Schedule 4.20, -------- ---- each of the applicable Company Companies owns or has the sole and exclusive right to use without restrictions all patents, trademarks, trade names and names, copyrights, and has the right without restrictions to use all technology, know-how and processes, processes used in 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 to the Sellers' knowledge of the Sellers there is no basis for such claim. To the knowledge of the Sellers' knowledge, the use by each of the applicable Company Companies 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. Schedule 4.20 1.3 hereto sets forth a complete and ---------- ------- --- -------- ---- accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of either Company the Seller or used or proposed to be used by either Companythe 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 either Company the Seller is licensed or authorized by others to use or which either Company the Seller has licensed or authorized for use by others. Except to the extent set forth in Schedule 4.201.3, -------- ---- the applicable Company 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 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' knowledgeknowledge of the Seller, the use by the applicable Company Seller 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 personPerson.

Trademarks, Patents, Etc. Schedule 4.20 3.20 hereto sets forth a complete and ---------- ------- --- -------- ---- complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of either Company Xxxx-Star or any of its Subsidiaries or used or proposed to be used by either CompanyXxxx-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 either Company Xxxx-Star or any of its Subsidiaries is licensed or authorized by others to use or which either Company Xxxx-Star or any of its Subsidiaries has licensed or authorized for use by others. Except to the extent set forth in Schedule 4.203.20, -------- ---- the applicable Company 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 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 reasonable basis for such claim. To the Sellers' knowledgeknowledge of the Seller, the use by the applicable Company 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 in any material respect on the rights of any person.