Common use of Transferred Intellectual Property Clause in Contracts

Transferred Intellectual Property. Insofar as they relate primarily to the SES Business: (a) A complete and accurate list of the Transferred Intellectual Property is set forth on Schedule 1.01(a). The Seller owns or has the right to use pursuant to license, sublicense, public domain, agreement, or permission the Transferred Intellectual Property. (b) Except as set forth in Schedule 3.09(b), the Seller’s use of the Transferred Intellectual Property in connection with the SES Business has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of third parties, and, except as set forth in Schedule 3.09(b), none of the Seller’s officers have ever received any written charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation, including any claim that the Seller must license or refrain from using any Transferred Intellectual Property rights of any third party to the extent related to the SES Business. To the Knowledge of the Seller, except as set forth in Schedule 3.09(b), no third party has interfered with, infringed upon, or misappropriated in any material respect any Transferred Intellectual Property rights of the Seller with respect to the SES Business. (c) Schedule 3.09(c) identifies (i) each trade name registration or trademark registration and application for registration filed by the Seller, (ii) each copyright registration or application for registration filed by the Seller, (iii) each patent which has been issued to the Seller, applied for by the Seller with respect to any of the Transferred Intellectual Property and (iv) each material license, agreement, or other permission which the Seller has granted to any third party with respect to any of the Transferred Intellectual Property. Except as set forth on the Schedule 3.09(c) with respect to each such item of Transferred Intellectual Property required to be identified in Schedule 1.01(a): (i) the Seller possesses all rights, title, and interest in and to the item of Transferred Intellectual Property, free and clear of any security interest, license or other restriction other than Permitted Liens; (ii) the item of Transferred Intellectual Property is not subject to any outstanding injunction, judgment, order, decree, ruling or charge; and (iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the Knowledge of the Seller, is threatened which challenges the legality, validity, enforceability, use or ownership of the item. (d) Schedule 3.09(d) identifies each item of Transferred Intellectual Property that any third party owns and that the Seller uses pursuant to a license, sublicense, agreement, or permission. The Seller has delivered or made available to the Buyer correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). Except as set forth on Schedule 3.09(d), to the Seller’s Knowledge with respect to each such item of Transferred Intellectual Property: (i) the license, sublicense, agreement, or permission covering the item is, to the Seller’s Knowledge, legal, valid, binding, enforceable, and in full force and effect; (ii) the Seller is not, and to the Knowledge of the Seller, no other party is in breach or default of any such license, sublicense, agreement, or permission 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; (iii) the Seller has not, and to the Knowledge of the Seller, no other party has, repudiated any provision of any such license, sublicense, agreement, or permission; and (iv) the Seller has not granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission. (e) To the Knowledge of the Seller, the Seller is not aware that any of the SES Business Employees is obligated under any contract (including licenses, covenants, confidentiality or non compete obligations or other commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would conflict with their activities for or on behalf of the SES Business. (f) Schedule 3.09(f) lists all mailing and customer lists used in the conduct of the SES Business (the “Mailing Lists”). The Mailing Lists are owned by the Seller on behalf of SES Business and are (i) in a magnetic tape form in readable format and (ii) contain substantially all of the names and addresses of customers who have in the past purchased services from the Seller in respect the SES Business and does not omit the name of any customer that has contributed to the SES Business an amount in excess of 1.0% of annual revenues of the SES Business in 2005. To the Knowledge of Seller, the use of the mailing lists by Seller in the conduct of the SES Business and its transfer to the Buyer pursuant to this Agreement, does not violate, without limitation, (i) intellectual property rights and rights of publicity or privacy of any Person, (ii) applicable Law or Order or (ii) the Seller’s published privacy policies and terms of use and industry practices regarding use of personal data and information of customers. There is no limitation on the right of the Seller to transfer to the Buyer any of the Mailing Lists. The data files delivered at the Closing by the Seller pursuant hereto are complete and accurate in all material respects and provide all of the information required by this Section in the form requested.

Transferred Intellectual Property. Insofar Except as set forth in Schedule 1.01(d), to the knowledge of Seller and Shareholders and only insofar as they relate primarily to the SES Business: (a) A complete and accurate list of the Transferred Intellectual Property is set forth on Schedule 1.01(a). The Seller owns or has the right to use pursuant to license, sublicense, public domain, agreement, or permission the following intellectual property (the “Transferred Intellectual Property”): (i) all trademarks, service marks, trade dress, logos, trade names, and corporate names, including all goodwill associated therewith, and all applications registrations, and renewals in connection therewith, (ii) all trade secrets and confidential business information (including protocols, ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (iii) all other proprietary rights, and (iv) all copies and tangible embodiments thereof (in whatever form or medium). (b) Except as set forth in Schedule 3.09(b), the Seller’s use of the Transferred Intellectual Property in connection with the SES Business Seller has not knowingly interfered with, infringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of third parties, and, except as set forth in Schedule 3.09(b), and none of the Seller’s officers have ever received any written charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation, including any claim that the Seller must license or refrain from using any Transferred Intellectual Property intellectual property rights of any third party to the extent related to the SES Businessparty. To the Knowledge knowledge of the Seller, except as set forth in Schedule 3.09(b), no third party has interfered with, infringed upon, or misappropriated in any material respect any Transferred Intellectual Property intellectual property rights of Seller. Seller has not knowingly interfered with, infringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of third parties, and none of Seller’s officers have ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation, including any claim that Seller must license or refrain from using any intellectual property rights of any third party. To the Seller with knowledge of Seller, no third party has interfered with, infringed upon, or misappropriated in any material respect any intellectual property rights of Seller. Back to the SES Business.Contents (c) Schedule 3.09(c1.01(d) identifies (i) each trade name registration or trademark registration and application for registration filed by the Seller, (ii) each copyright registration or application for registration filed by the Seller, (iii) each patent or registration which has been issued to the Seller, applied for by the Seller with respect to any of the Transferred Intellectual Property Property, identifies each pending patent application or application for registration which Seller has made with respect to any of the Transferred Intellectual Property, and (iv) identifies each material license, agreement, or other permission which the Seller has granted to any third party with respect to any of the Transferred Intellectual Property outside the ordinary course of business. Schedule 1.01(d) also identifies each registered trade name or registered trademark used by Seller with respect to the Transferred Intellectual Property and identifies each pending trademark application filed with respect to the Transferred Intellectual Property. Except as set forth on the Schedule 3.09(c1.01(d) to Seller's knowledge with respect to each such item of Transferred Intellectual Property required to be identified in Schedule 1.01(a1.01(d): (i) the Seller possesses all rights, title, and interest in and to the item of Transferred Intellectual Propertyitem, free and clear of any security interest, license or other restriction other than Permitted Liensrestriction; (ii) the item of Transferred Intellectual Property is not subject to any outstanding injunction, judgment, order, decree, ruling or charge; and (iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the Knowledge knowledge of the Seller, is threatened which challenges the legality, validity, enforceability, use or ownership of the item. (d) Schedule 3.09(d1.01(d) identifies each item of Transferred Intellectual Property that any third party owns and that the Seller uses pursuant to a license, sublicense, agreement, or permission. The Seller has delivered or made available at its offices to the Buyer correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). Except as set forth on Schedule 3.09(d1.01(e), to the Seller’s Knowledge knowledge with respect to each such item of Transferred Intellectual Property: (i) the license, sublicense, agreement, or permission covering the item is, to the Seller’s Knowledge's knowledge, legal, valid, binding, enforceable, and in full force and effect; (ii) the Seller is not, and to the Knowledge of the Seller, no other party is in breach or default of any such license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms and to the same extent following the consummation of the transactions contemplated hereby; (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;; Back to Contents (iiiiv) the Seller has not, and no party to the Knowledge of the Seller, no other party has, repudiated any provision of any such license, sublicense, agreement, or permissionpermission has repudiated any provision thereof; and (ivv) the Seller has not granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission. (e) To the Knowledge of the Seller, the Seller is not aware that any of the SES Business Transferred Employees is obligated under any contract (including licenses, covenants, confidentiality covenants or non compete obligations or other commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would conflict with their activities for or on behalf of the SES Business. (f) Schedule 3.09(f) lists all mailing and customer lists used in the conduct of the SES Business (the “Mailing Lists”). The Mailing Lists are owned by the Seller on behalf of SES Business and are (i) in a magnetic tape form in readable format and (ii) contain substantially all of the names and addresses of customers who have in the past purchased services from the Seller in respect the SES Business and does not omit the name of any customer that has contributed to the SES Business an amount in excess of 1.0% of annual revenues of the SES Business in 2005. To the Knowledge of Seller, the use of the mailing lists by Seller in the conduct of the SES Business and its transfer to the Buyer pursuant to this Agreement, does not violate, without limitation, (i) intellectual property rights and rights of publicity or privacy of any Person, (ii) applicable Law or Order or (ii) the Seller’s published privacy policies and terms of use and industry practices regarding use of personal data and information of customers. There is no limitation on the right of the Seller to transfer to the Buyer any of the Mailing Lists. The data files delivered at the Closing by the Seller pursuant hereto are complete and accurate in all material respects and provide all of the information required by this Section in the form requested.

Transferred Intellectual Property. Insofar Except as set forth in SCHEDULE 1.01(d), to the knowledge of Seller and Principal Stockholders and only insofar as they relate primarily to the SES Business: (a) A complete and accurate list of the Transferred Intellectual Property is set forth on Schedule 1.01(a). The Seller owns or has the right to use pursuant to license, sublicense, public domain, agreement, or permission the following intellectual property (the "Transferred Intellectual Property"): (i) all trademarks, service marks, trade dress, logos, trade names, and corporate names, including all goodwill associated therewith, and all applications registrations, and renewals in connection therewith, (ii) all trade secrets and confidential business information (including protocols, ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (iii) all other proprietary rights, and (iv) all copies and tangible embodiments thereof (in whatever form or medium). (b) Except as set forth in Schedule 3.09(b), the Seller’s use of the Transferred Intellectual Property in connection with the SES Business Seller has not knowingly interfered with, infringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of third parties, and, except as set forth in Schedule 3.09(b), and none of the Seller’s 's officers have ever received any written charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation, including any claim that the Seller must license or refrain from using any Transferred Intellectual Property intellectual property rights of any third party to the extent related to the SES Businessparty. To the Knowledge knowledge of the Seller, except as set forth in Schedule 3.09(b), no third party has interfered with, infringed upon, or misappropriated in any material respect any Transferred Intellectual Property intellectual property rights of the Seller with respect to the SES BusinessSeller. (c) Schedule 3.09(cSCHEDULE 1.01(d) identifies (i) each trade name registration or trademark registration and application for registration filed by the Seller, (ii) each copyright registration or application for registration filed by the Seller, (iii) each patent or registration which has been issued to the Seller, applied for by the Seller with respect to any of the Transferred Intellectual Property Property, identifies each pending patent application or application for registration which Seller has made with respect to any of the Transferred Intellectual Property, and (iv) identifies each material license, agreement, or other permission which the Seller has granted to any third party with respect to any of the Transferred Intellectual Property outside the ordinary course of business. SCHEDULE 1.01(d) also identifies each registered trade name or registered trademark used by Seller with respect to the Transferred Intellectual Property and identifies each pending trademark application filed with respect to the Transferred Intellectual Property. Except as set forth on the Schedule 3.09(cSCHEDULE 1.01(d) to Seller's knowledge with respect to each such item of Transferred Intellectual Property required to be identified in Schedule 1.01(aSCHEDULE 1.01(d): (i) the Seller possesses all rights, title, and interest in and to the item of Transferred Intellectual Propertyitem, free and clear of any security interest, license or other restriction other than Permitted Liensrestriction; (ii) the item of Transferred Intellectual Property is not subject to any outstanding injunction, judgment, order, decree, ruling or charge; and (iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the Knowledge knowledge of the Seller, is threatened which challenges the legality, validity, enforceability, use or ownership of the item. (d) Schedule 3.09(dSCHEDULE 1.01(d) identifies each item of Transferred Intellectual Property that any third party owns and that the Seller uses pursuant to a license, sublicense, agreement, or permission. The Seller has delivered or made available at its offices to the Buyer correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). Except as set forth on Schedule 3.09(dSCHEDULE 1.01(d), to the Seller’s Knowledge 's knowledge with respect to each such item of Transferred Intellectual Property: (i) the license, sublicense, agreement, or permission covering the item is, to the Seller’s Knowledge's knowledge, legal, valid, binding, enforceable, and in full force and effect; (ii) the Seller is not, and to the Knowledge of the Seller, no other party is in breach or default of any such license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms and to the same extent following the consummation of the transactions contemplated hereby; (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; (iiiiv) the Seller has not, and no party to the Knowledge of the Seller, no other party has, repudiated any provision of any such license, sublicense, agreement, or permissionpermission has repudiated any provision thereof; and (ivv) the Seller has not granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission. (e) To the Knowledge of the Seller, the Seller is not aware that any of the SES Business Transferred Employees (as defined in Section 8.01 hereinbelow) is obligated under any contract (including licenses, covenants, confidentiality covenants or non compete obligations or other commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would conflict with their activities for or on behalf of the SES Business. (f) Schedule 3.09(f) lists all mailing and customer lists used in the conduct of the SES Business (the “Mailing Lists”). The Mailing Lists are owned by the Seller on behalf of SES Business and are (i) in a magnetic tape form in readable format and (ii) contain substantially all of the names and addresses of customers who have in the past purchased services from the Seller in respect the SES Business and does not omit the name of any customer that has contributed to the SES Business an amount in excess of 1.0% of annual revenues of the SES Business in 2005. To the Knowledge of Seller, the use of the mailing lists by Seller in the conduct of the SES Business and its transfer to the Buyer pursuant to this Agreement, does not violate, without limitation, (i) intellectual property rights and rights of publicity or privacy of any Person, (ii) applicable Law or Order or (ii) the Seller’s published privacy policies and terms of use and industry practices regarding use of personal data and information of customers. There is no limitation on the right of the Seller to transfer to the Buyer any of the Mailing Lists. The data files delivered at the Closing by the Seller pursuant hereto are complete and accurate in all material respects and provide all of the information required by this Section in the form requested.

Transferred Intellectual Property. Insofar Except as set forth in SCHEDULE 1.01(d), to the knowledge of Seller and only insofar as they relate primarily to the SES Business: (a) A complete and accurate list of the Transferred Intellectual Property is set forth on Schedule 1.01(a). The Seller owns or has the right to use pursuant to license, sublicense, public domain, agreement, or permission the following intellectual property (the "Transferred Intellectual Property"): (i) all trademarks, service marks, trade dress, logos, trade names, and corporate names, including all goodwill associated therewith, and all applications registrations, and renewals in connection therewith, (ii) all trade secrets and confidential business information (including protocols, ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (iii) all proprietary software, (iv) all other proprietary rights, and (v) all copies and tangible embodiments thereof (in whatever form or medium). (b) Except as set forth in Schedule 3.09(b), the Seller’s use of the Transferred Intellectual Property in connection with the SES Business Seller has not knowingly interfered with, infringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of third parties, and, except as set forth in Schedule 3.09(b), and none of the Seller’s 's officers have ever received any written charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation, including any claim that the Seller must license or refrain from using any Transferred Intellectual Property intellectual property rights of any third party to the extent related to the SES Businessparty. To the Knowledge knowledge of the Seller, except as set forth in Schedule 3.09(b), no third party has interfered with, infringed upon, or misappropriated in any material respect any Transferred Intellectual Property intellectual property rights of the Seller with respect to the SES BusinessSeller. (c) Schedule 3.09(cSCHEDULE 1.01(d) identifies (i) each trade name registration or trademark registration and application for registration filed by the Seller, (ii) each copyright registration or application for registration filed by the Seller, (iii) each patent or registration which has been issued to the Seller, applied for by the Seller with respect to any of the Transferred Intellectual Property Property, identifies each pending patent application or application for registration which Seller has made with respect to any of the Transferred Intellectual Property, and (iv) identifies each material license, agreement, or other permission which the Seller has granted to any third party with respect to any of the Transferred Intellectual Property outside the ordinary course of business. SCHEDULE 1.01(d) also identifies each registered trade name or registered trademark used by Seller with respect to the Transferred Intellectual Property and identifies each pending trademark application filed with respect to the Transferred Intellectual Property. Except as set forth on the Schedule 3.09(cSCHEDULE 1.01(d) to Seller's knowledge with respect to each such item of Transferred Intellectual Property required to be identified in Schedule 1.01(aSCHEDULE 1.01(d): (i) the Seller possesses all rights, title, and interest in and to the item of Transferred Intellectual Propertyitem, free and clear of any security interest, license or other restriction other than Permitted Liensrestriction; (ii) the item of Transferred Intellectual Property is not subject to any outstanding injunction, judgment, order, decree, ruling or charge; and (iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the Knowledge knowledge of the Seller, is threatened which challenges the legality, validity, enforceability, use or ownership of the item. (d) Schedule 3.09(dSCHEDULE 1.01(d) identifies each item of Transferred Intellectual Property that any third party owns and that the Seller uses pursuant to a license, sublicense, agreement, or permission. The Seller has delivered or made available at its offices to the Buyer correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). Except as set forth on Schedule 3.09(dSCHEDULE 1.01(d), to the Seller’s Knowledge 's knowledge with respect to each such item of Transferred Intellectual Property: (i) the license, sublicense, agreement, or permission covering the item is, to the Seller’s Knowledge's knowledge, legal, valid, binding, enforceable, and in full force and effect; (ii) the Seller is not, and to the Knowledge of the Seller, no other party is in breach or default of any such license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms and to the same extent following the consummation of the transactions contemplated hereby; (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; (iiiiv) the Seller has not, and no party to the Knowledge of the Seller, no other party has, repudiated any provision of any such license, sublicense, agreement, or permissionpermission has repudiated any provision thereof; and (ivv) the Seller has not granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission. (e) To the Knowledge of the Seller, the Seller is not aware that any of the SES Business Transferred Employees (as defined in Section 8.01 hereinbelow) is obligated under any contract (including licenses, covenants, confidentiality covenants or non compete obligations or other commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would conflict with their activities for or on behalf of the SES Business. (f) Schedule 3.09(f) lists all mailing and customer lists used in the conduct of the SES Business (the “Mailing Lists”). The Mailing Lists are owned by the Seller on behalf of SES Business and are (i) in a magnetic tape form in readable format and (ii) contain substantially all of the names and addresses of customers who have in the past purchased services from the Seller in respect the SES Business and does not omit the name of any customer that has contributed to the SES Business an amount in excess of 1.0% of annual revenues of the SES Business in 2005. To the Knowledge of Seller, the use of the mailing lists by Seller in the conduct of the SES Business and its transfer to the Buyer pursuant to this Agreement, does not violate, without limitation, (i) intellectual property rights and rights of publicity or privacy of any Person, (ii) applicable Law or Order or (ii) the Seller’s published privacy policies and terms of use and industry practices regarding use of personal data and information of customers. There is no limitation on the right of the Seller to transfer to the Buyer any of the Mailing Lists. The data files delivered at the Closing by the Seller pursuant hereto are complete and accurate in all material respects and provide all of the information required by this Section in the form requested.