Common use of Intellectual Property and Technology Clause in Contracts

Intellectual Property and Technology. Management, Lessee and each Lessee Subsidiary own, or are licensed or otherwise have the right to use in the manner currently being used, all patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, tradenames, copyrights, copyright applications, copyright registrations, franchises, URLs, domain names, permits and licenses ("Intellectual Property") used by Management and Lessee and necessary to the operation of their respective businesses (the "Business Intellectual Property"), subject to the terms of the respective franchise, license and other agreements. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) none of Management, Lessee or any Lessee Subsidiary has infringed upon or is in conflict with the Intellectual Property of any third party, except with respect to off-the-shelf software and with respect to Intellectual Property licensed under franchise agreements, such exception being applicable only if Management, Lessee or such Lessee Subsidiary, as the case may be, shall not be in violation of the Intellectual Property license provisions of the applicable franchise agreement, (ii) nor has Management, Lessee or any Lessee Subsidiary received any written notice of any claim that Management, Lessee or any Lessee Subsidiary has infringed upon or is in conflict with any Intellectual Property of any third party. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all trademark registrations of each of Management, Lessee and Lessee Subsidiary are valid and subsisting and in full force and effect. Each of Management, Lessee or each Lessee Subsidiary owns or is licensed or otherwise has the right to use all of the processes, formulae, proprietary technology, inventions, trade secrets, know-how, product descriptions and specifications ("Technology") in the manner currently used by Management, Lessee or each Lessee Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there have been no written claims (whether private or governmental) against Management or Lessee asserting the invalidity or unenforceability of its ownership, license or other right to use any of the Technology. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the rights of Management, Lessee or any Lessee Subsidiary to the Business Intellectual Property or the Technology will be impaired in any way by any of the Transactions, except with respect to off-the-shelf software and with respect to Intellectual Property licensed under franchise agreements, such exception being applicable only if Management, Lessee or such Lessee Subsidiary, as the case may be, shall not be in violation of the Intellectual Property provisions of the applicable franchise agreement, and all of the rights of Management to the Business Intellectual Property and Technology included in the Management Assets will be fully enforceable by Management Newco after the Closing Date to the same extent as such rights would have been enforceable by Management before the Closing.

Intellectual Property and Technology. Management, Lessee and each Lessee Subsidiary own, or are licensed or otherwise have the right to use in the manner currently being used, all patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, tradenames, copyrights, copyright applications, copyright registrations, franchises, URLs, domain names, permits and licenses ("Intellectual Property") used by Management and Lessee and necessary to the operation of their respective businesses (the "Business Intellectual Property"), subject to the terms of the respective franchise, license and other agreements. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) none of Management, Management Sub, Lessee or any Lessee Subsidiary has infringed upon or is in conflict with the Intellectual Property of any third party, except with respect to off-the-shelf software and with respect to Intellectual Property licensed under franchise agreements, such exception being applicable only if Management, Management Sub, Lessee or such Lessee Subsidiary, as the case may be, shall not be in violation of the Intellectual Property license provisions of the applicable franchise agreement, (ii) nor has Management, Management Sub, Lessee or any Lessee Subsidiary received any written notice of any claim that Management, Management Sub, Lessee or any Lessee Subsidiary has infringed upon or is in conflict with any Intellectual Property of any third party. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all trademark registrations of each of Management, Management Sub, Lessee and Lessee Subsidiary are valid and subsisting and in full force and effect. Each of Management, Management Sub, Lessee or each Lessee Subsidiary owns or is licensed or otherwise has the right to use all of the processes, formulae, proprietary technology, inventions, trade secrets, know-how, product descriptions and specifications ("Technology") in the manner currently used by Management, Management Sub, Lessee or each Lessee Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there have been no written claims (whether private or governmental) against Management, Management Sub or Lessee asserting the invalidity or unenforceability of its ownership, license or other right to use any of the Technology. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the rights of Management, Management Sub, Lessee or any Lessee Subsidiary to the Business Intellectual Property or the Technology will be impaired in any way by any of the Transactions, except with respect to off-the-shelf software and with respect to Intellectual Property licensed under franchise agreements, such exception being applicable only if Management, Management Sub, Lessee or such Lessee Subsidiary, as the case may be, shall not be in violation of the Intellectual Property provisions of the applicable franchise agreement, and all of the rights of Management and Management Sub to the Business Intellectual Property and Technology included in the Management Assets and the Basis Assets will be fully enforceable by Management Newco after the Closing Date to the same extent as such rights would have been enforceable by Management or Management Sub, as the case may be, before the Closing.

Intellectual Property and Technology. Management, Management Sub, Lessee and each Lessee Subsidiary own, or are licensed or otherwise have the right to use in the manner currently being used, all patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, tradenames, copyrights, copyright applications, copyright registrations, franchises, URLs, domain names, permits and licenses ("Intellectual Property") used by Management, Management Sub and Lessee and necessary to the operation of their respective businesses (the "Business Intellectual Property"), subject to the terms of the respective franchise, license and other agreements. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) none of Management, Management Sub, Lessee or any Lessee Subsidiary has infringed upon or is in conflict with the Intellectual Property of any third party, except with respect to off-the-shelf software and with respect to Intellectual Property licensed under franchise agreements, such exception being applicable only if Management, Management Sub, Lessee or such Lessee Subsidiary, as the case may be, shall not be in violation of the Intellectual Property license provisions of the applicable franchise agreement, (ii) nor has Management, Management Sub, Lessee or any Lessee Subsidiary received any written notice of any claim that Management, Management Sub, Lessee or any Lessee Subsidiary has infringed upon or is in conflict with any Intellectual Property of any third party. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all trademark registrations of each of Management, Management Sub, Lessee and Lessee Subsidiary are valid and subsisting and in full force and effect. Each of Management, Management Sub, Lessee or each Lessee Subsidiary owns or is licensed or otherwise has the right to use all of the processes, formulae, proprietary technology, inventions, trade secrets, know-how, product descriptions and specifications ("Technology") in the manner currently used by Management, Management Sub, Lessee or each Lessee Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there have been no written claims (whether private or governmental) against Management, Management Sub or Lessee asserting the invalidity or unenforceability of its ownership, license or other right to use any of the Technology. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the rights of Management, Management Sub, Lessee or any Lessee Subsidiary to the Business Intellectual Property or the Technology will be impaired in any way by any of the Transactions, except with respect to off-the-shelf software and with respect to Intellectual Property licensed under franchise agreements, such exception being applicable only if Management, Management Sub, Lessee or such Lessee Subsidiary, as the case may be, shall not be in violation of the Intellectual Property provisions of the applicable franchise agreement, and all of the rights of Management and Management Sub to the Business Intellectual Property and Technology included in the Management Assets and the Basis Assets will be fully enforceable by Management Newco after the Closing Date to the same extent as such rights would have been enforceable by Management or Management Sub, as the case may be, before the Closing.

Intellectual Property and Technology. Management, Lessee and each Lessee Subsidiary ownowns, or are is licensed or ------------------------------------ otherwise have has the right to use in the manner currently being used, all patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, tradenames, copyrights, copyright applications, copyright registrations, franchises, URLs, domain names, permits and licenses ("Intellectual Property") used by Management and Lessee and necessary to the operation of their respective businesses (the "Business Intellectual Property")Lessee Operating Division, subject to the terms of the respective franchiseMaster Leases, license franchise agreements, licenses and other agreements, all as listed on Schedule -------- 4.1(j)(i). Except as would not, individually or in the aggregate, reasonably be expected --------- likely to have a Material Adverse Effect, (i) none of Managementto Lessee's knowledge, Lessee or any Lessee Subsidiary has not infringed upon or is not in conflict with the Intellectual Property of any third party, except with respect to off-the-shelf software and with respect to Intellectual Property licensed under franchise agreements, such exception being applicable only if Management, Lessee or such Lessee Subsidiary, as the case may be, shall not be in violation of the Intellectual Property license provisions of the applicable franchise agreement, (ii) nor has Management, Lessee or any Lessee Subsidiary received any written notice of any claim that Management, Lessee or any Lessee Subsidiary has infringed upon or is in conflict with any Intellectual Property of any third party. Except as would not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect, to Lessee's knowledge, all trademark registrations of each of Management, Lessee and Lessee Subsidiary are valid and subsisting and in full force and effect. Each of ManagementTo Lessee's knowledge, Lessee or each Lessee Subsidiary owns or is licensed or otherwise has the right to use all of the processes, formulae, proprietary technology, inventions, trade secrets, know-how, product descriptions and specifications ("Technology") listed on Schedule 4.1(j)(ii) in the manner currently used by Management, Lessee or each Lessee SubsidiaryLessee, except as would ------------------- not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there have been no written claims (whether private or governmental) against Management or Lessee asserting the invalidity or unenforceability of its ownership, license or other right to use any of the Technology. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the rights of Management, Lessee or any Lessee Subsidiary to the Business Intellectual Property or the Technology will be impaired in any way by any of the Transactions, except with respect to off-the-shelf software and with respect to Intellectual Property licensed under franchise agreements, such exception being applicable only if Management, Lessee or such Lessee Subsidiary, as the case may be, shall not be in violation of the Intellectual Property provisions of the applicable franchise agreement, and all of the rights of Management to the Business Intellectual Property and Technology included in the Management Assets will be fully enforceable by Management Newco after the Closing Date to the same extent as such rights would have been enforceable by Management before the Closing.