Common use of Information Assets Clause in Contracts

Information Assets. (a) The Disclosure Schedule sets forth a list of all of the United States, Australian, Canadian, European and Pacific rim Trademark registrations and applications maintained by the Sellers and all United States, Australian, Canadian, European, Pacific rim issued patents and patent applications maintained by the Sellers, included in the Purchased Assets (the "Intellectual Property"), and other Trademark registrations and applications, included in the Purchased Assets, and other issued patents and patent applications, and U.S. copyright registrations, in each case owned by the Sellers. To the Knowledge of Sellers, all of such Intellectual Property registrations are valid and subsisting, all pending applications for such Intellectual Property are live and all maintenance, renewal and other fees relating to such registrations or applications are current, in each case, in all material respects. As defined herein, Intellectual Property includes all Trademark registrations and applications that Sellers currently use. (b) Except as set forth in the Disclosure Schedule, each Seller owns the entire right, title and interest in and to each item of Intellectual Property which it purports to own. Each Seller owns or possesses adequate licenses or other rights to use all other items of Information Assets used by such Seller. No Seller has received written notice alleging that it is infringing on the intellectual property rights of others. There are no material claims, demands or proceedings instituted or pending or, to the Knowledge of Sellers, threatened by any Person contesting or challenging the right of any Seller to use any Information Assets which, if adversely determined, would be materially adverse to the Sellers' U.S. wholesale business, the Purchased Assets or the Purchased Stores. To the Knowledge of Sellers, there are no material registered patents, trademarks, trade names or copyrights owned by a Person other than the Sellers which any Seller is using without license to do so. To the Knowledge of Sellers, no Person is infringing in any material respect on any item of Information Assets which is material to the operation of the Sellers' U.S. wholesale business, the Purchased Assets or the Purchased Stores in the ordinary course of business consistent with past practice.