Common use of Intellectual Properties Clause in Contracts

Intellectual Properties. In the operation of its business the Company and its Subsidiaries have used, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation of the business of the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Property.

Intellectual Properties. In the operation of its business the Company and its Subsidiaries have used, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation of the business of the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Property.

Intellectual Properties. In the operation SCHEDULE 2.21 contains an accurate and complete list of its business the Company and its Subsidiaries have used, and currently use, all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses, knowhow licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, applications and copyright registrations and applications, trade secrets and or other confidential proprietary information owned or used by the Seller in the operation of the Business (collectively the "INTELLECTUAL PROPERTYIntellectual Property"). Schedule 3.16 contains an accurate Except as set forth on SCHEDULE 2.21 and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to except for commercial software licensed for use on personal computers, the operation of the business of the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) Seller owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 Property, trade secrets and technology used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by the Company or a Subsidiary and listed on Schedule 3.16 Seller has been, to the extent indicated in Schedule 3.16SCHEDULE 2.21, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 SCHEDULE 2.21 and such registrations, filings and issuances remain in full force and effect. To There have been and are no pending or, to the best knowledge of the Company and the SellersSeller, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by There is, to the Company or any best knowledge of its Subsidiaries during the past two years Seller, no reasonable basis upon which a claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by may be asserted against the Company or any of its Subsidiaries Seller for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16Seller, no Person is infringing the Intellectual Property.

Intellectual Properties. In Section 3.01(p) of the operation Company's disclosure letter accurately sets forth all of the following used or held for use in connection with the business of the Company or its Subsidiaries as currently conducted: (i) patents, patent rights, and applications therefor; (ii) registered trademarks and registered service marks, and applications therefor; and (iii) other registered intellectual property rights of any kind or nature, including without limitation registered copyrights, trade secrets, trade names, know how and other proprietary rights and information (all of the foregoing collectively the "OSI Intellectual Property"). The Company and its Subsidiaries own or possess adequate licenses or other valid rights to use all OSI Intellectual Property, all material computer software (other than generally available mass market software) and material collections of information (such as data bases) used in the Company's business and the Company is unaware of any assertion or claim challenging the validity of any of the foregoing which would have a material adverse effect on the Condition of the Company and its Subsidiaries have usedtaken as a whole. To the knowledge of the Company, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation conduct of the business of the Company and its Subsidiaries as currently conducted does not conflict in any way with any patent, patent right, license, trademark, trademark right, trade name, trade name right, service mark or copyright of any third party that, individually or in the aggregate, would have a material adverse effect on the Condition of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (and its Subsidiaries taken as a whole. Except as set forth in Section 3.01(p) of the Company's disclosure letter, neither the Company nor any Subsidiary has received any written notices of, and is not aware of any facts that would be reasonably likely to result in, any infringement or the Subsidiary indicated) owns the entire rightmisappropriation by, title and interest in and or conflict with, any third party with respect to the Intellectual Property listed on Schedule 3.16 used in the operation of its business such third party's intellectual property rights (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned by the Company any demand or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by request that the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or Subsidiary license any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary informationrights from a third party). Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief Section 3.01(p) of the Company, no reasonable basis upon which a claim may be asserted against 's disclosure letter neither the Company nor any Subsidiary has received any written notice of termination or expiration with respect to any OSI Intellectual Property, any material computer software (other than generally available mass market software) and any material collections of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach information (such as data bases) used in the Company's business from the owner thereof and the Company is unaware of any domestic facts or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations circumstances that would be reasonably likely to result in such a termination or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Propertyexpiration notice.

Intellectual Properties. In the operation of its business the Company and its Subsidiaries subsidiaries have used, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTYCompany Intellectual Property"). Schedule 3.16 2.1(m) attached hereto contains an accurate and complete list of all Company Intellectual Property (other than trade secrets and other confidential information) which that is of material importance to the operation of the business of the Company or any of its Subsidiariessubsidiaries. Unless otherwise indicated in Schedule 3.16 2.1(m) the Company (or the Subsidiary subsidiary indicated) owns the entire right, title and interest in and to the Company Intellectual Property listed on Schedule 3.16 2.1(m) used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Company Intellectual Property which that is owned by the Company or a Subsidiary subsidiary and listed on Schedule 3.16 2.1(m) has been, to the extent indicated in Schedule 3.162.1(m), duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government governmental entities, domestic or foreign, as are indicated in Schedule 3.16 2.1(m) and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the SellersCompany, except as stated in such Schedule 3.162.1(m), there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Company Intellectual Property. Schedule 3.16 2.1(m) lists all notices or claims currently pending or received by the Company or any of its Subsidiaries subsidiaries during the past two years which that claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be asserted against the Company or any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach of any domestic or foreign patents, patent applications, patent licenses, know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of the Company, except as indicated on Schedule 3.162.1(m), no Person is materially infringing the Company Intellectual Property.

Intellectual Properties. In the operation of its business the Company and its Subsidiaries have used, and currently use, Intellectual Property" means domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx mxxx registrations and applications, copyright registrations and applications, trade secrets secrets, Internet domain names and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY")information. Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation of the business of the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and, to the best knowledge of the Company and the Principal Sellers, such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the and the Principal Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings proceeding or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief knowledge of the CompanyCompany and the Principal Sellers, no reasonable basis upon which a claim may be asserted against the Company has received no demand, claim, notice or inquiry from any of its Subsidiaries, for infringement, contributory infringement, inducement to infringe, misappropriation or breach Person in respect of any domestic Intellectual Property that challenges, threatens to challenge or foreign patentsinquires as to whether there is any basis to challenge, patent applicationsthe validity of, patent licensesor the rights of the Company in any such Intellectual Property, know-how licensesand the Company knows of no basis for any such challenge, trade namesand the Company is not in violation or infringement of, trademark registrations and applicationshas not violated or infringed, common law trademarksany Intellectual Property of any other Person, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary informationand no Person is currently infringing any such Intellectual Property. To the best knowledge of the CompanyCompany and the Principal Sellers, except as indicated on Schedule 3.16, no Person is infringing the Intellectual Property.