Common use of Trademarks, Patents, Etc Clause in Contracts

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 5.20 4.18 hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (ai) all patents, trademarks, trade names and material copyrights owned by and registered in the name of each Company Technisource Hardware or used or proposed to be used by each Companythe Seller in connection with the Hardware Business, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto, and (bii) all written agreements relating to other technology, know-how and processes Intellectual Property (as defined in Article 11) which each Company is licensed or authorized by others to use or which each Company Technisource Hardware has licensed or authorized for use by others or which has been licensed or authorized for use to Technisource Hardware. Each of the agreements described on Schedule 4.18 is binding on the Seller, and to the best of the Seller’s knowledge, each other party to the agreement and, at least as to Seller’s rights to use any intellectual property licensed by such agreement, any successors and assigns, including any successors to the business of such entity through merger, sale of all or substantially all of the stock, assets or other interest in or of such party. True and complete copies of all such agreements, and any amendments thereto, have been provided to the Buyer. (other than retail shrink-wrap licenses for ordinary course computer software such as Microsoft Windows 95, Microsoft Office and the like). b) Except to the extent set forth in Schedule 5.20 4.18 hereto, each -------- ---- Company Technisource Hardware 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, Intellectual Property used or necessary for the ordinary course of business the Hardware 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. Schedule 4.18 also lists all inventions (whether patentable or nonpatentable) and trade secrets used by the Seller in connection with or necessary to the Hardware Business. Except as set forth in Schedule 4.18 (i) no royalties are paid or payable by the Seller on or with respect to any of the patents or patent applications, inventions or trade secrets listed in Schedule 4.18 and upon the consummation of the transactions contemplated hereby, no additional royalties shall be payable with respect to such Intellectual Property, and (ii) each of the inventions and trade secrets listed in Schedule 4.18 hereto have, through assignment, agreement, operation of law or otherwise, become the sole property of the Seller. (c) Except as set forth in Schedule 4.18 hereto, neither the Seller, nor to the Seller’s knowledge, the other party or parties thereto, is in material breach of any license, sublicense or other agreement relating to Intellectual Property. The Seller has materially complied with all of its obligations of confidentiality in respect of the Intellectual Property of others and knows of no violation of such obligations of confidentiality as are owed to the Seller. The Seller has not made any such information available to any person other than employees of the Seller except pursuant to written agreements requiring the recipients to maintain the confidentiality of such information and appropriately restricting the use thereof. To the best of the Seller’s knowledge, no employee, agent or consultant of the Seller is subject to confidentiality restrictions in favor of any third Person the breach of which could subject the Seller to any material liability or which could adversely affect the Seller’s access to Intellectual Property previously used by it. No claims have been assertedasserted to Seller, and to the Seller’s knowledge no claims are pending, by any Person regarding the manufacture, use or sale of any such patents, trademarks, trade names, copyrights, technology, know-how or processesIntellectual Property, or challenging or questioning the validity or effectiveness of any license or agreementagreement relating to Intellectual Property, and to the Seller’s knowledge there is no basis for such claim. To The present and contemplated use by the Seller of the Intellectual Property listed in any part of Schedule 4.18 does not, to the best knowledge of the SellersSeller’s knowledge, the use by each Company of such patents, trademarks, trade names, copyrights, technology, know-how conflict with or processes in the ordinary course of business does not infringe on the rights of any Personperson and the Seller has not received any claim or written notice from any Person to such effect. To the knowledge of the Seller, no third party is infringing, violating or otherwise using, in an unauthorized manner, any Intellectual Property of the Seller. (d) Except as set forth on Schedule 4.18 the Seller’s ability to use any of the Intellectual Property set forth on any of the schedules referred to in this Section 4.18 will not be adversely affected by the consummation of the transactions contemplated hereby. (e) Notwithstanding the foregoing or anything else herein to the contrary, Seller makes no representations or warranties with respect to the Great Plains software utilized by Technisource Hardware in the Hardware Business.

Trademarks, Patents, Etc. (a) Schedule 5.20 5.19 (a) hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (ai) all patents, trademarks, trade names and material copyrights owned by and registered in the name of each Company or used or proposed to be the Seller, used by each Companythe Seller in connection with the NAC Business, all applications therefor, and all written licenses (as licensee or licensor) and other agreements relating thereto, and (bii) all written agreements relating to other technology, know-how and processes Intellectual Property (as defined in Article 14) which each Company is licensed or authorized by others to use or which each Company the Seller has licensed or authorized for use by others or which has been licensed or authorized for use to the Seller in connection with the NAC Business. Each of the agreements described on Schedule 5.19 (a) is binding on the Seller, and to the best of the Seller's knowledge, each other than retail shrink-wrap licenses for ordinary course computer software party to the agreement and, at least as to Seller's rights to use any intellectual property licensed by such as Microsoft Windows 95agreement, Microsoft Office any successors and assigns, including any successors to the likebusiness of such entity through merger, sale of all or substantially all of the stock, assets or other interest in or of such party. All of the Seller's rights under such agreements are freely assignable, subject to obtaining the consents listed in Schedule 4.2(c). True and complete copies of all such agreements, and any amendments thereto, have been provided to the Buyer. All of the Seller's patents, patent applications and registered copyrights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights, or the corresponding offices of other jurisdictions as identified on Schedule 5.19(a) and have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations of the United States and each such other jurisdiction. (b) Except to the extent set forth in Schedule 5.20 5. 19(b) hereto, each -------- ---- Company the Seller 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, Intellectual Property used or necessary for the ordinary course of business the NAC 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 assertedSchedule 5.19(b) also lists all inventions (whether patentable or nonpatentable) and trade secrets used by the Seller in connection with or necessary to the development, manufacture, testing, production, use or sale of its current or proposed products in the NAC Business, and for each such listed invention or trade secret also lists the name and title of the person or persons responsible for the creation of such invention or trade secret. Except as set forth in Schedule 5.19(b), (i) no claims royalties are pendingpaid or payable by the Seller on or with respect to any of the patents or patent applications, by any Person regarding inventions or trade secrets listed in Schedule 5.19(b), and upon the use consummation of the transactions contemplated hereby, no additional royalties shall be payable with respect to such Intellectual Property, and (ii) each of the inventions and trade secrets listed in Schedule 5.19(b) hereto have, through assignment, agreement, operation of law or otherwise, become the sole property of the Seller. (c) Except as set forth in Schedule 5.19(c) hereto, neither the Seller, nor to the Seller's knowledge, the other party or parties thereto, is in material breach of any such patentslicense, trademarks, trade names, copyrights, technology, know-how sublicense or processes, or challenging or questioning the validity or effectiveness other agreement relating to Intellectual Property. The Seller has materially complied with all 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.its obligations of

Trademarks, Patents, Etc. (a) Schedule 5.20 hereto sets forth 3.15 contains a ---------- ------- --- -------- ---- complete and accurate list of all ------------- (ai) all patentspatented or registered Intellectual Property Rights owned or used by the Company or any of the Subsidiaries, trademarks(ii) pending patent applications and applications for registrations of other Intellectual Property Rights filed by the Company or any of the Subsidiaries, (iii) material unregistered trade names and copyrights registered in corporate names owned or used by the name of each Company or any of the Subsidiaries and (iv) material unregistered trademarks, service marks, copyrights, mask works and computer software owned or used by the Company or any of the Subsidiaries. Schedule 3.15 also contains a complete and accurate list of all ------------- licenses and other rights granted by the Company or the Subsidiaries to any third party with respect to any Intellectual Property Rights and all licenses and other rights granted by any third party to the Company or the Subsidiaries with respect to any Intellectual Property Rights, in each case identifying the subject Intellectual Property Rights. The Company and the Subsidiaries own all right, title and interest to, and have the right to use pursuant to a valid license, all Intellectual Property Rights material to the operation of the businesses of the Company and the Subsidiaries as presently conducted and as presently proposed to be used by each Companyconducted, free and clear of all applications therefor, and all licenses (as licensee Liens 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)Encumbrances. Except to the extent set forth in on Schedule 5.20 hereto3.15, each -------- ---- the previous loss or expiration ------------- of any Intellectual Property Right or related group of Intellectual Property Rights owned or used by the Company owns or any of the Subsidiaries has not had and is not reasonably likely to have a material adverse effect on either 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, Company and the consummation of the transactions contemplated hereby will not alter or impair any such right. No claims have been assertedSubsidiaries, taken as a whole, and no claims are pendingsuch loss or expiration is, by any Person regarding to the use best of the Company's knowledge, threatened, pending or reasonably foreseeable. The Company and the Subsidiaries have taken all actions reasonably necessary to maintain and protect the Intellectual Property Rights which they own. To the best of the Company's knowledge, the owners of any Intellectual Property Rights licensed to the Company or any of the Subsidiaries have taken all material actions reasonably necessary to maintain and protect the Intellectual Property Rights which are subject to such patentslicenses. (b) Except to the extent set forth on Schedule 3.15, trademarks(i) the ------------- Company and the Subsidiaries own all right, trade namestitle and interest in and to all of the Intellectual Property Rights listed or required to be listed on Schedule 3.15, copyrightsfree and clear of all Liens or Encumbrances, technology------------- except for such liens and encumbrances which would not, know-how in the aggregate, have a material adverse effect on the Company and the Subsidiaries, taken as a whole, (ii) neither the Company nor any of the Subsidiaries has received any written or processesknown oral notices of any infringement or misappropriation by, or challenging conflict with, any third party with respect to such Intellectual Property Rights (including, without limitation, any demand or questioning request that the validity Company or effectiveness any of the Subsidiaries license any license rights from a third party) nor, to the Company's knowledge, is there valid grounds for any such infringement, misappropriation or agreementconflict, and there is no basis for such claim. To (iii) to the best knowledge of the SellersCompany, the use by each Company conduct of such patentsthe Company's and the Subsidiaries' business has not infringed, trademarks, trade names, copyrights, technology, know-how misappropriated or processes in the ordinary course of business conflicted with and does not infringe infringe, misappropriate or conflict with any Intellectual Property Rights of other Persons, and (iv) to the best of the Company's knowledge, the Intellectual Property Rights owned by or licensed to the Company or the Subsidiaries have not been infringed, misappropriated or conflicted by other Persons. The transactions contemplated by this Agreement shall have no material adverse effect on the rights of any Person.Company's or the Subsidiaries' right, title and interest in and to the Intellectual Property Rights listed or required to be listed on Schedule 3.15. -------------

Trademarks, Patents, Etc. Schedule 5.20 (a) SCHEDULE 1.1(i) hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (ai) all existing patents, trademarks, trade names and copyrights owned by and registered in the name of each Company any of the Seller, VWS or VSI and used or proposed to be used by each Companythe Seller in connection with the VECTRA Waste Business, all existing applications therefor, and all existing licenses (as licensee or licensor) and other agreements relating thereto, and (bii) except for commercially available "shrink wrap" software licenses, all written licenses and other agreements relating regarding the Intangibles pursuant to other technologywhich any of the Seller, know-how and processes which each Company is licensed VWS or authorized by others to use or which each Company VSI has licensed or authorized for use by others any of the Intangibles or pursuant to which any of the Intangibles has been licensed or authorized for use to any of the Seller, VWS or VSI with respect to the VECTRA Waste Business. Each of the agreements described on SCHEDULE 1.1(i) is binding on the Seller, and to the Seller's knowledge, each other party to (i) have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations of the United States and each such other than retail shrink-wrap licenses jurisdiction. The Seller is not aware of any reason that would prevent any pending applications to register trademarks, service marks or copyrights or any pending patent applications regarding Intangibles transferred hereunder from being granted. (b) Except as set forth on SCHEDULE 5.17(a), the Intangibles constitute all Intellectual Property required for the ordinary course computer software such operation of the VECTRA Waste Business as Microsoft Windows 95currently conducted and, Microsoft Office and in the likecase of the Vitrification Equipment or the Seller's three reverse osmosis systems (the "RO SYSTEMS"), as proposed to be conducted. Except to the extent set forth in Schedule 5.20 SCHEDULE 5.17(b) hereto, each -------- ---- Company the Seller owns or has the sole and exclusive right all required rights to use all patents, trademarks, trade names and copyrights, and has the right without restrictions to use all technology, know-how and processes, of those Intangibles used or necessary for the ordinary course operation of business the VECTRA Waste Business as presently conducted or and, in the case of the Vitrification Equipment and RO Systems, as proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. Except as set forth in SCHEDULE 5.17(b), (i) no royalties are paid or payable by the Seller on or with respect to any of the Intangibles, and upon the consummation of the transactions contemplated hereby, no additional royalties shall be payable with respect to such Intangibles, and (ii) each of the inventions and trade secrets listed in SCHEDULE 5.17(b) hereto have, through assignment, agreement, operation of law or otherwise, become the sole property of the Seller. (c) Except as set forth in SCHEDULE 5.17(c) hereto, to the Seller's knowledge, neither the Seller, nor to the best of the Seller's knowledge, the other party or parties thereto, is in breach of any license, sublicense or other agreement relating to Intangibles, except for any breaches that singly or in the aggregate would not cause any of the Intangibles to no longer be available to the Seller or otherwise have a Material Adverse Effect. To the Seller's knowledge, the Seller, VWS and VSI have complied with all of their obligations of confidentiality in respect of the Intangibles of others and the Seller knows of no violation of such obligations of confidentiality as are owed to the Seller, except for any non-compliance or violations that singly or in the aggregate would not cause any of the Intangibles to no longer be available to the Seller or otherwise have a Material Adverse Effect. The Seller, VWS and VSI have required all of their employees to execute agreements under which such employees are required to convey to the Seller ownership of all inventions and developments conceived or created by them in the course of their employment and to maintain the confidentiality of all of the Seller's non-public information. To the Seller's knowledge, the Seller has not made any such information regarding the VECTRA Waste Business or the Acquired Waste Business Assets available to any Person other than employees of the Seller except pursuant to written agreements requiring the recipients to maintain the confidentiality of such information and appropriately restricting the use thereof. To the Seller's knowledge, no employee, agent or consultant of the Seller is subject to confidentiality restrictions in favor of any third Person regarding the VECTRA Waste Business or the Acquired Waste Business Assets the breach of which could subject the Seller to any material liability or which could adversely affect the Seller's access to any Intangibles previously used by it in the VECTRA Waste Business. No claims have been asserted, and to the Seller's knowledge no claims are pendingthreatened, by any Person regarding the manufacture, use or sale of any such patents, trademarks, trade names, copyrights, technology, know-how or processesof the Intangibles, or challenging or questioning the validity or effectiveness of any license or agreementagreement relating to the Intangibles, and to the Seller's knowledge there is no basis for such claim. To , except in the best knowledge case of any of the Sellers, foregoing for any claims that individually or in the aggregate will not have a Material Adverse Effect. The use of the Intangibles by each Company of such patents, trademarks, trade names, copyrights, technology, know-how or processes the Seller in the ordinary course operation of business the VECTRA Waste Business as currently conducted, and in the case of the Vitrification Equipment and RO Systems, as proposed to be conducted, does not conflict with or infringe on the rights of any Person, and none of the Seller, VWS or VSI has received any claim or written notice from any Person to such effect, except for any conflicts, infringements or violations that singly or in the aggregate would cause any material portion of the Intangibles to no longer be available to the Seller or otherwise have a Material Adverse Effect. To the knowledge of the Seller, no third party is infringing, violating or otherwise using, in an unauthorized manner, any of the Intangibles, except for any conflicts, infringements or violations that singly or in the aggregate will not cause any of the Intangibles transferred hereunder to no longer be available to the Seller or otherwise have a Material Adverse Effect.

Trademarks, Patents, Etc. Schedule 5.20 hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (a) Schedule 5.19 (a) is binding on the Seller, and to the best of the Seller's knowledge, each other party to the agreement and, at least as to Seller's rights to use any intellectual property licensed by such agreement, any successors and assigns, including any successors to the business of such entity through merger, sale of all or substantially all of the stock, assets or other interest in or of such party. All of the Seller's rights under such agreements are freely assignable, subject to obtaining the consents listed in Schedule 4.2(c). True and complete copies of all such agreements, and any amendments thereto, have been provided to the Buyer. All of the Seller's patents, trademarkspatent applications and registered copyrights have been duly registered in, trade names filed in or issued by the United States Patent and copyrights registered in Trademark Office, the name United States Register of each Company Copyrights, or used or proposed to be used by each Company, all applications therefor, and all licenses (the corresponding offices of other jurisdictions as licensee or licensoridentified on Schedule 5.19(a) and have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations of the United States and each such other agreements relating thereto, and jurisdiction. (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 5. 19(b) hereto, each -------- ---- Company the Seller 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, Intellectual Property used or necessary for the ordinary course of business the NAC 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. Schedule 5.19(b) also lists all inventions (whether patentable or nonpatentable) and trade secrets used by the Seller in connection with or necessary to the development, manufacture, testing, production, use or sale of its current or proposed products in the NAC Business, and for each such listed invention or trade secret also lists the name and title of the person or persons responsible for the creation of such invention or trade secret. Except as set forth in Schedule 5.19(b), (i) no royalties are paid or payable by the Seller on or with respect to any of the patents or patent applications, inventions or trade secrets listed in Schedule 5.19(b), and upon the consummation of the transactions contemplated hereby, no additional royalties shall be payable with respect to such Intellectual Property, and (ii) each of the inventions and trade secrets listed in Schedule 5.19(b) hereto have, through assignment, agreement, operation of law or otherwise, become the sole property of the Seller. (c) which could subject the Seller to any material liability or which could adversely affect the Seller's access to Intellectual Property previously used by it. No claims have been assertedasserted to Seller, and to the Seller's knowledge no claims are pending, by any Person regarding the manufacture, use or sale of any such patents, trademarks, trade names, copyrights, technology, know-how or processesIntellectual Property, or challenging or questioning the validity or effectiveness of any license or agreementagreement relating to Intellectual Property, and to the Seller's knowledge there is no basis for such claim. To The present and contemplated use by the Seller of the Intellectual Property listed in any part of Schedule 5.19(c) does not, to the best knowledge of the SellersSeller's knowledge, the use by each Company of such patents, trademarks, trade names, copyrights, technology, know-how conflict with or processes in the ordinary course of business does not infringe on the rights of any Personperson and the Seller has not received any claim or written notice from any Person to such effect. To the knowledge of the Seller, no third party is infringing, violating or otherwise using, in an unauthorized manner, any Intellectual Property of the Seller used in the NAC Business. (d) Except as set forth on Schedule 5.19(d), the Buyer's ability to use any of the Intellectual Property set forth on any of the schedules referred to in this Section 5.19(d) in the same manner as heretofore used by the Seller will not be adversely affected by the consummation of the transactions contemplated hereby.

Trademarks, Patents, Etc. Schedule 5.20 (a) SCHEDULE 1.1(i) hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (ai) all existing patents, trademarks, trade names and copyrights owned by and registered in the name of each Company any of the Seller, VWS or VSI and used or proposed to be used by each Companythe Seller in connection with the VECTRA Waste Business, all existing applications therefor, and all existing licenses (as licensee or licensor) and other agreements relating thereto, and (bii) except for commercially available "shrink wrap" software licenses, all written licenses and other agreements relating regarding the Intangibles pursuant to other technologywhich any of the Seller, know-how and processes which each Company is licensed VWS or authorized by others to use or which each Company VSI has licensed or authorized for use by others any of the Intangibles or pursuant to which any of the Intangibles has been licensed or authorized for use to any of the Seller, VWS or VSI with respect to the VECTRA Waste Business. Each of the agreements described on SCHEDULE 1.1(i) is binding on the Seller, and to the Seller's knowledge, each other party to such agreement and any successors and assigns, including any successors to the business of such entity through merger, sale of all or substantially all of the stock, assets or other interest in or of such party. Except as set forth on SCHEDULE 5.17(a), all of the Seller's rights under such agreements are freely assignable. To the extent they constitute Intangibles for purposes of this Agreement, true and complete copies of all such agreements listed on SCHEDULE 1.1(i), and any amendments thereto, have been provided to the Buyer. All of the Seller's patents, patent applications, trademark registrations, trademark applications and registered copyrights regarding Intangibles have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights, or the corresponding offices of other jurisdictions as identified on SCHEDULE 1.1(i), and except as set forth on SCHEDULE 1.1 (i) have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations of the United States and each such other than retail shrink-wrap licenses jurisdiction. The Seller is not aware of any reason that would prevent any pending applications to register trademarks, service marks or copyrights or any pending patent applications regarding Intangibles transferred hereunder from being granted. (b) Except as set forth on SCHEDULE 5.17(a), the Intangibles constitute all Intellectual Property required for the ordinary course computer software such operation of the VECTRA Waste Business as Microsoft Windows 95currently conducted and, Microsoft Office and in the likecase of the Vitrification Equipment or the Seller's three reverse osmosis systems (the "RO SYSTEMS"), as proposed to be conducted. Except to the extent set forth in Schedule 5.20 SCHEDULE 5.17(b) hereto, each -------- ---- Company the Seller owns or has the sole and exclusive right all required rights to use all patents, trademarks, trade names and copyrights, and has the right without restrictions to use all technology, know-how and processes, of those Intangibles used or necessary for the ordinary course operation of business the VECTRA Waste Business as presently conducted or and, in the case of the Vitrification Equipment and RO Systems, as proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. Except as set forth in SCHEDULE 5.17(b), (i) no royalties are paid or payable by the Seller on or with respect to any of the Intangibles, and upon the consummation of the transactions contemplated hereby, no additional royalties shall be payable with respect to such Intangibles, and (ii) each of the inventions and trade secrets listed in SCHEDULE 5.17(b) hereto have, through assignment, agreement, operation of law or otherwise, become the sole property of the Seller. (c) Except as set forth in SCHEDULE 5.17(c) hereto, to the Seller's knowledge, neither the Seller, nor to the best of the Seller's knowledge, the other party or parties thereto, is in breach of any license, sublicense or other agreement relating to Intangibles, except for any breaches that singly or in the aggregate would not cause any of the Intangibles to no longer be available to the Seller or otherwise have a Material Adverse Effect. To the Seller's knowledge, the Seller, VWS and VSI have complied with all of their obligations of confidentiality in respect of the Intangibles of others and the Seller knows of no violation of such obligations of confidentiality as are owed to the Seller, except for any non-compliance or violations that singly or in the aggregate would not cause any of the Intangibles to no longer be available to the Seller or otherwise have a Material Adverse Effect. The Seller, VWS and VSI have required all of their employees to execute agreements under which such employees are required to convey to the Seller ownership of all inventions and developments conceived or created by them in the course of their employment and to maintain the confidentiality of all of the Seller's non-public information. To the Seller's knowledge, the Seller has not made any such information regarding the VECTRA Waste Business or the Acquired Waste Business Assets available to any Person other than employees of the Seller except pursuant to written agreements requiring the recipients to maintain the confidentiality of such information and appropriately restricting the use thereof. To the Seller's knowledge, no employee, agent or consultant of the Seller is subject to confidentiality restrictions in favor of any third Person regarding the VECTRA Waste Business or the Acquired Waste Business Assets the breach of which could subject the Seller to any material liability or which could adversely affect the Seller's access to any Intangibles previously used by it in the VECTRA Waste Business. No claims have been asserted, and to the Seller's knowledge no claims are pendingthreatened, by any Person regarding the manufacture, use or sale of any such patents, trademarks, trade names, copyrights, technology, know-how or processesof the Intangibles, or challenging or questioning the validity or effectiveness of any license or agreementagreement relating to the Intangibles, and to the Seller's knowledge there is no basis for such claim. To , except in the best knowledge case of any of the Sellers, foregoing for any claims that individually or in the aggregate will not have a Material Adverse Effect. The use of the Intangibles by each Company of such patents, trademarks, trade names, copyrights, technology, know-how or processes the Seller in the ordinary course operation of business the VECTRA Waste Business as currently conducted, and in the case of the Vitrification Equipment and RO Systems, as proposed to be conducted, does not conflict with or infringe on the rights of any Person, and none of the Seller, VWS or VSI has received any claim or written notice from any Person to such effect, except for any conflicts, infringements or violations that singly or in the aggregate would cause any material portion of the Intangibles to no longer be available to the Seller or otherwise have a Material Adverse Effect. To the knowledge of the Seller, no third party is infringing, violating or otherwise using, in an unauthorized manner, any of the Intangibles, except for any conflicts, infringements or violations that singly or in the aggregate will not cause any of the Intangibles transferred hereunder to no longer be available to the Seller or otherwise have a Material Adverse Effect.