Identification; Title Clause Samples

Identification; Title. 1 of the Disclosure Schedule contains a complete and accurate list of the Software, including but not limited to all Intellectual Property relating to the Software; provided, that with respect to Trade Secrets, Confidential Information and Know-How, such list is intended only as a summary sufficient to identify the Software. Except as set forth in Section 3.10.1 of the Disclosure Schedule, and subject to rights of third parties in Embedded Products as disclosed in Section 3.10.2.6, the Company has all of the worldwide right, title, and interest in and to all of the Company Intellectual Property (including the Software), free and clear of any and all Security Interests and claims and rights of third parties or any of Sellers (except for Embedded Products and rights pursuant to End-User Licenses listed in Section 3.10.1 of the Disclosure Schedule). All of the Company Intellectual Property (other than patent applications) is valid, subsisting and enforceable in the United States, Canada and the United Kingdom and in addition with respect to Copyrights, all countries that are members of the Berne Convention and recognize software as subject to Copyright protection. Sellers, Mabey and Sama▇▇▇▇ ▇▇▇e previously assigned all of their individual and collective right, title and interest, if any, in and to the Company Intellectual Property to the Company and waived any and all moral rights, if any, of Sellers, Mabey and Sama▇▇▇▇ ▇▇▇rein. The Company has not, by any of its acts or omissions, or by acts or omissions of its Affiliates, directors, officers, employees, agents, or representatives caused any of the Company Intellectual Property rights to be transferred, diminished, abandoned, waived, extinguished, or adversely affected to any material extent. The Company has not received any notice, and the Company and Sellers have no Knowledge, of any complaint, claim, assertion, challenge, threat or allegation by any third party or any Seller relating to any of the Company Intellectual Property.