Common use of Intellectual Property and Proprietary Rights Clause in Contracts

Intellectual Property and Proprietary Rights. SCHEDULE 1(a)(i) contains a true and complete list of all patents, patent applications, trade names, trademarks, service marks, trademark and service mark registrations and applications, copyright registrations and applixxxxons, and grants of a license or right to Seller with respect to any of the foregoing (other than off-the-shelf software customarily sold by vendors), owned or claimed to be owned by Seller and used or proposed to be used by Seller in the conduct of the Business, whether registered or not. The Seller owns and has the unrestricted right to use the Intellectual Property Rights and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, marketing and purchasing strategy, invention, process, confidential data and/or other information (collectively, "PROPRIETARY INFORMATION") required for or incident to the sale and use of all products and services sold or rendered or proposed to be sold or rendered by Seller, free and clear of any right, equity or claim of others. The Seller has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. Except as set forth in SCHEDULE 1(a)(i), Seller has not sold, transferred, assigned, licensed or subjected to any Lien any Intellectual Property Right or Proprietary Information or any interest therein. The Seller is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property Right or Proprietary Information. No Intellectual Property Right or Proprietary Information conflicts with, infringes on or otherwise violates any rights of others or is subject to any pending or, to Seller's knowledge, threatened litigation or other adverse claim of infringement by any other Person.

Intellectual Property and Proprietary Rights. SCHEDULE 1(a)(i(a) Schedule 4.14(a) contains a true and complete list of all patents, patent applications, trade names, trademarks, service marks, trademark and service mark xxxx registrations and applications, copyright registrations and applixxxxonsapplications, and grants of a license or right to Seller the Company or the Transferring Subsidiary with respect to any of the foregoing (other than off-the-shelf software customarily sold by vendors)foregoing, owned or claimed to be owned by Seller the Company or the Transferring Subsidiary and used or proposed to be used by Seller the Company or the Transferring Subsidiary in the conduct of the Business, whether registered or notnot registered, expired, pending, issued, abandoned, lapsed or unfiled. The Seller Company or the Transferring Subsidiary owns and has the unrestricted right to use the Intellectual Property Rights and every trade secret, know-know how, process, discovery, development, design, tooling, technique, customer and supplier list, marketing and purchasing strategy, invention, process, confidential data and/or other information (collectively, "PROPRIETARY INFORMATION") required for or incident to the sale and use of all products and services sold or rendered or proposed to be sold or rendered by Sellerthe Transferring Subsidiary or, in connection with the Business, the Company (collectively, “Proprietary Information”), free and clear of any license, right, equity or claim of others. The Seller has Company and the Transferring Subsidiary have taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. Except as set forth in SCHEDULE 1(a)(i), Seller Neither the Company nor the Transferring Subsidiary has not sold, transferred, assigned, licensed or subjected to any Lien any Intellectual Property Right or Proprietary Information or any interest thereintherein or entered into any agreement to do the foregoing. The Seller Neither the Company nor the Transferring Subsidiary is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property Right or Proprietary Information. No Intellectual Property Right or Proprietary Information conflicts with, infringes on or otherwise violates any rights of others or is subject to any pending or, to Seller's knowledge, threatened litigation or other adverse claim of infringement by any other Person.

Intellectual Property and Proprietary Rights. SCHEDULE 1(a)(i) Schedule 3.14 -------------------------------------------- contains a true and complete list of all patents, patent applications, trade names, trademarks, service marks, trademark and service mark xxxx registrations and applications, copyrights, copyright registrations and applixxxxonsapplications, and grants of a license or right to any Seller with respect to any of the foregoing (other than off-the-shelf software customarily sold foregoing, claimed by vendors), owned any Seller or claimed to be owned by Seller and currently used or proposed to be used by any Seller in the conduct of the Businessits business, whether registered or notnot (collectively, the "Intellectual Property Rights"). The Each Seller owns and or has the unrestricted right to use the Intellectual Property Rights and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, marketing and purchasing strategy, invention, process, confidential data and/or other information (collectively, "PROPRIETARY INFORMATIONProprietary Information") required for or incident to used in the design, development, manufacture, operation, sale and use of all products and services sold or rendered or proposed to be sold or rendered by such Seller, free and clear of any right, equity or claim of others. The Seller has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. Except as set forth in SCHEDULE 1(a)(i)on Schedule 3.14, (a) no Seller has not sold, transferred, assigned, licensed or subjected to any Lien any Intellectual Property Right or Proprietary Information or any interest therein. The , (b) no Seller is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property Right or Proprietary Information. No Information and (c) no Intellectual Property Right or Proprietary Information conflicts with, infringes on or otherwise violates any rights of others or is subject to any pending or, to Seller's knowledge, or threatened litigation or other adverse claim of infringement by any other Person.

Intellectual Property and Proprietary Rights. SCHEDULE 1(a)(i) contains a true and complete list of all patents, patent applications, trade names, trademarks, service marks, trademark and service mark registrations and applications, copyright registrations and applixxxxonsapplxxxxions, and grants of a license or right to the Seller with respect to any of the foregoing (other than off-the-shelf software customarily sold by vendors)foregoing, owned or claimed to be owned by the Seller and or used or proposed to be used by the Seller in the conduct of the Business, whether registered or notnot registered. The Seller owns and the Seller (or any successor to or assignee from the Seller) has the unrestricted right to use the Intellectual Property Rights and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, marketing and purchasing strategy, invention, process, confidential data and/or other information (collectively, "PROPRIETARY INFORMATION") required for or incident to the sale and use of all products and services sold or rendered or proposed to be sold or rendered by the Seller, free and clear of any right, equity or claim of others. The Seller has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. Except as set forth in SCHEDULE 1(a)(i), The Seller has not sold, transferred, assigned, licensed or subjected to any Lien any Intellectual Property Right or Proprietary Information or any interest therein. The Seller is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property Right or Proprietary Information. No Intellectual Property Right or Proprietary Information conflicts with, infringes on or otherwise violates any rights of others or is subject to any pending or, to Seller's knowledge, threatened litigation or other adverse claim of infringement by any other Person. The Seller is not aware of any facts that would lead the Seller to believe any other Person has infringed or otherwise misappropriated the Intellectual Property Rights or the Proprietary Information of the Seller.