Common use of Intellectual Property Assets Clause in Contracts

Intellectual Property Assets. Slate has, or has rights to use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “Intellectual Property”). The Slate Intellectual Property is sufficient to permit Slate to conduct its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 2.12 to the Slate Disclosure Schedule, no claim is pending or, to the best of Slate’s knowledge, threatened to the effect that the operations of Slate infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of Slate’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 2.12 to the Slate Disclosure Schedule, no claim is pending or, to the best of Slate’s knowledge, threatened to the effect that any such Intellectual Property owned or licensed by Slate, or which Slate otherwise has the right to use, is invalid or unenforceable by Slate, and, to the best of Slate’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of Slate’s knowledge, all material technical information developed by and belonging to Slate that has not been patented has been kept confidential. Slate has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of Slate. Slate has no material obligation to compensate any person for the use of any Intellectual Property nor has Slate granted to any person any license or other rights to use in any manner any Intellectual Property of Slate.

Intellectual Property Assets. Slate Asia Premier has, or has rights to use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “Intellectual Property”). The Slate Asia Premier Intellectual Property is sufficient to permit Slate Asia Premier to conduct its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 2.12 to the Slate Asia Premier Disclosure Schedule, no claim is pending or, to the best of SlateAsia Premier’s knowledge, threatened to the effect that the operations of Slate Asia Premier infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of SlateAsia Premier’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 2.12 to the Slate Asia Premier Disclosure Schedule, no claim is pending or, to the best of SlateAsia Premier’s knowledge, threatened to the effect that any such Intellectual Property owned or licensed by SlateAsia Premier, or which Slate Asia Premier otherwise has the right to use, is invalid or unenforceable by SlateAsia Premier, and, to the best of SlateAsia Premier’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of SlateAsia Premier’s knowledge, all material technical information developed by and belonging to Slate Asia Premier that has not been patented has been kept confidential. Slate Asia Premier has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of SlateAsia Premier. Slate Asia Premier has no material obligation to compensate any person for the use of any Intellectual Property nor has Slate Asia Premier granted to any person any license or other rights to use in any manner any Intellectual Property of SlateAsia Premier.

Intellectual Property Assets. Slate Xxxxxx has, or has rights to use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “Intellectual Property”). The Slate Xxxxxx Intellectual Property is sufficient to permit Slate Xxxxxx to conduct its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 2.12 to the Slate Xxxxxx Disclosure Schedule, no claim is pending or, to the best of SlateJohnny’s knowledge, threatened to the effect that the operations of Slate Xxxxxx infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of SlateJohnny’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 2.12 to the Slate Disclosure Schedule, no claim is pending or, to the best of SlateJohnny’s knowledge, threatened to the effect that any such Intellectual Property owned or licensed by SlateXxxxxx, or which Slate Xxxxxx otherwise has the right to use, is invalid or unenforceable by SlateXxxxxx, and, to the best of SlateJohnny’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of SlateJohnny’s knowledge, all material technical information developed by and belonging to Slate Xxxxxx that has not been patented has been kept confidential. Slate Xxxxxx has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of SlateXxxxxx. Slate Xxxxxx has no material obligation to compensate any person for the use of any Intellectual Property nor has Slate Xxxxxx granted to any person any license or other rights to use in any manner any Intellectual Property of SlateXxxxxx.

Intellectual Property Assets. Slate has, or has rights Set forth in Section 2.11 to use, the Disclosure Schedule is a list of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx mxxx applications, trade names or and copyrights, any and all applications for such which are in the process of being prepared prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service mxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets and other intellectual property rights and similar rights necessary or material for use in connection with its business know how (collectively, “Intellectual Property”). The Slate Intellectual Property is sufficient ) necessary or material to permit Slate to the conduct of its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 2.12 2.11 to the Slate Disclosure Schedule, no claim is pending or, to the best of Slatethe Company’s knowledge, threatened to the effect that the operations of Slate the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of Slatethe Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 2.12 2.11 to the Slate Disclosure Schedule, no claim is pending or, to the best of Slatethe Company’s knowledge, threatened to the effect that any such Intellectual Property owned or licensed by Slatethe Company, or which Slate the Company otherwise has the right to use, is invalid or unenforceable by Slatethe Company, and, to the best of Slatethe Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of Slatethe Company’s knowledge, all material technical information developed by and belonging to Slate the Company that has not been patented has been kept confidential. Slate The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of Slatethe Company. Slate The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has Slate the Company granted to any person any license or other rights to use in any manner any Intellectual Property of Slatethe Company.

Intellectual Property Assets. Slate has, Each Zest Entity has or has rights to use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “Zest Intellectual Property”). The Slate Zest Intellectual Property is sufficient to permit Slate each Zest Entity to conduct its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 2.12 3.11 to the Slate Zest Disclosure Schedule, no claim is pending or, to the best of Slate’s the Zest Entities’ knowledge, threatened to the effect that the operations of Slate the Zest Entities infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of Slate’s the Zest Entities’ knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 2.12 3.11 to the Slate Disclosure Schedule, no claim is pending or, to the best of Slate’s the Zest Entities’ knowledge, threatened to the effect that any such Intellectual Property owned or licensed by Slatethe Zest Entities, or which Slate the Zest Entities otherwise has have the right to use, is invalid or unenforceable by Slatethe Zest Entities, and, to the best of Slate’s the Zest Entities’ knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of Slate’s the Zest Entities’ knowledge, all material technical information developed by and belonging to Slate the Zest Entities that has not been patented has been kept confidential. Slate Neither Zest Entity has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of Slatethe Zest Entities. Slate Neither Zest Entity has no any material obligation to compensate any person for the use of any Intellectual Property nor has Slate either Zest Entity granted to any person any license or other rights to use in any manner any Intellectual Property of Slatethe Zest Entities.

Intellectual Property Assets. Slate Purchaser has, or has rights right to use, use all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “Purchaser Intellectual Property”). The Slate Purchaser Intellectual Property is sufficient to permit Slate Purchaser to conduct its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 2.12 to the Slate Purchaser Disclosure Schedule, no claim is pending or, to the best of SlatePurchaser’s knowledge, threatened to the effect that the operations of Slate Purchaser infringe upon or conflict with the asserted rights of any other person under any Purchaser Intellectual Property, and, to the best of SlatePurchaser’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 2.12 to the Slate Purchaser Disclosure Schedule, no claim is pending or, to the best of SlatePurchaser’s knowledge, threatened to the effect that any such Purchaser Intellectual Property owned or licensed by SlatePurchaser, or which Slate Purchaser otherwise has the right to use, is invalid or unenforceable by SlatePurchaser, and, to the best of SlatePurchaser’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of SlatePurchaser’s knowledge, all material technical information developed by and belonging to Slate Purchaser that has not been patented has been kept confidential. Slate Purchaser has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of SlatePurchaser. Slate Purchaser has no material obligation to compensate any person for the use of any Purchaser Intellectual Property nor has Slate Purchaser granted to any person any license or other rights to use in any manner any Purchaser Intellectual Property of SlateProperty, except as set forth on the Purchaser Disclosure Schedule.

Intellectual Property Assets. Slate has, or has rights Section 2.9 to use, the Outsourcing Business Disclosure Schedule sets forth all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are intellectual property as specified in the process of being prepared Excluded Contracts and other intellectual property rights and similar rights necessary or material for use in connection with its business the Outsourcing Business (collectively, “Outsourcing Business Intellectual Property”). The Slate Outsourcing Business Intellectual Property is sufficient to permit Slate Seller to conduct its business the Outsourcing Business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 2.12 2.9 to the Slate Outsourcing Business Disclosure Schedule, no claim is pending or, to the best of SlateSeller’s knowledge, threatened to the effect that the operations of Slate Outsourcing Business, infringe upon or conflict with the asserted rights of any other person under any Outsourcing Business Intellectual Property, and, to the best of SlateSeller’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 2.12 2.9 to the Slate Outsourcing Business Disclosure Schedule, no claim is pending or, to the best of SlateSeller’s knowledge, threatened to the effect that any such Outsourcing Business Intellectual Property owned or licensed by SlateSeller, or which Slate Seller otherwise has the right to use, is invalid or unenforceable by SlateSeller, and, to the best of SlateSeller’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of SlateSeller’s knowledge, all material technical information developed by and belonging to Slate Seller relating to the Outsourcing Business that has not been patented has been kept confidential. Slate Seller has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of SlateOutsourcing Business. Slate Seller has no material obligation to compensate any person for the use of any Outsourcing Business Intellectual Property nor has Slate Seller granted to any person any license or other rights to use in any manner any Outsourcing Business Intellectual Property of SlateProperty.

Intellectual Property Assets. Slate has, or has rights Set forth in Section 2.11 to use, the Disclosure Schedule is a list of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, trade names or and copyrights, any and all applications for such fxx xuch which are in the process of being prepared prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, manufacturing processes, xxxxulae, trade secrets and other intellectual property rights and similar rights know how (collectively, "Intellectual Property") necessary or material for use in connection with its business (collectively, “Intellectual Property”). The Slate Intellectual Property is sufficient to permit Slate to the conduct of its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 2.12 2.11 to the Slate Disclosure Schedule, no claim is pending or, to the best of Slate’s the Company's knowledge, threatened to the effect that the operations of Slate the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of Slate’s the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 2.12 2.11 to the Slate Disclosure Schedule, no claim is pending or, to the best of Slate’s the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by Slatethe Company, or which Slate the Company otherwise has the right to use, is invalid or unenforceable by Slatethe Company, and, to the best of Slate’s the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of Slate’s the Company's knowledge, all material technical information developed by and belonging to Slate the Company that has not been patented has been kept confidential. Slate The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of Slatethe Company. Slate The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has Slate the Company granted to any person any license or other rights to use in any manner any Intellectual Property of Slatethe Company.

Intellectual Property Assets. Slate GPlus has, or has rights to use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “Intellectual Property”). The Slate GPlus Intellectual Property is sufficient to permit Slate GPlus to conduct its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 2.12 to the Slate GPlus Disclosure Schedule, no claim is pending or, to the best of SlateGPlus’s knowledge, threatened to the effect that the operations of Slate GPlus infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of SlateGPlus’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 2.12 to the Slate GPlus Disclosure Schedule, no claim is pending or, to the best of SlateGPlus’s knowledge, threatened to the effect that any such Intellectual Property owned or licensed by SlateGPlus, or which Slate GPlus otherwise has the right to use, is invalid or unenforceable by SlateGPlus, and, to the best of SlateGPlus’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of SlateGPlus’s knowledge, all material technical information developed by and belonging to Slate GPlus that has not been patented has been kept confidential. Slate GPlus has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of SlateGPlus. Slate GPlus has no material obligation to compensate any person for the use of any Intellectual Property nor has Slate GPlus granted to any person any license or other rights to use in any manner any Intellectual Property of SlateGPlus.

Intellectual Property Assets. Slate has, or has rights Set forth in Section 2.11 to use, the Disclosure Schedule is a list of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, trade names or and copyrights, any and all applications for such fxx xuch which are in the process of being prepared prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, manufacturing processes, formulae, trade secrets and other intellectual property rights and similar rights know how (collectively, "Intellectual Property") necessary or material for use in connection with its business (collectively, “Intellectual Property”). The Slate Intellectual Property is sufficient to permit Slate to the conduct of its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 2.12 2.11 to the Slate Disclosure Schedule, no claim is pending or, to the best of Slate’s the Company's knowledge, threatened to the effect that the operations of Slate the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of Slate’s the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 2.12 2.11 to the Slate Disclosure Schedule, no claim is pending or, to the best of Slate’s the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by Slatethe Company, or which Slate the Company otherwise has the right to use, is invalid or unenforceable by Slatethe Company, and, to the best of Slate’s the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of Slate’s the Company's knowledge, all material technical information developed by and belonging to Slate the Company that has not been patented has been kept confidential. Slate The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of Slatethe Company. Slate The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has Slate the Company granted to any person any license or other rights to use in any manner any Intellectual Property of Slatethe Company.

Intellectual Property Assets. Slate has, or has rights Set forth in Section 2.11 to use, the Disclosure Schedule is a list of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, trade names or and copyrights, any applications for and all applicationx xxr such which are in the process of being prepared prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, manufacturing processes, xxrmulae, trade secrets and other intellectual property rights and similar rights know how (collectively, "Intellectual Property") necessary or material for use in connection with its business (collectively, “Intellectual Property”). The Slate Intellectual Property is sufficient to permit Slate to the conduct of its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 2.12 2.11 to the Slate Disclosure Schedule, no claim is pending or, to the best of Slate’s the Company's knowledge, threatened to the effect that the operations of Slate the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of Slate’s the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 2.12 2.11 to the Slate Disclosure Schedule, no claim is pending or, to the best of Slate’s the Company's knowledge, threatened to the effect that any such Intellectual Property owned or licensed by Slatethe Company, or which Slate the Company otherwise has the right to use, is invalid or unenforceable by Slatethe Company, and, to the best of Slate’s the Company's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of Slate’s the Company's knowledge, all material technical information developed by and belonging to Slate the Company that has not been patented has been kept confidential. Slate The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of Slatethe Company. Slate The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has Slate the Company granted to any person any license or other rights to use in any manner any Intellectual Property of Slatethe Company.

Intellectual Property Assets. Slate ASFL has, or has rights to use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “Intellectual Property”). The Slate ASFL Intellectual Property is sufficient to permit Slate ASFL to conduct its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 2.12 to the Slate ASFL Disclosure Schedule, no claim is pending or, to the best of SlateASFL’s knowledge, threatened to the effect that the operations of Slate ASFL infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of SlateASFL’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 2.12 to the Slate ASFL Disclosure Schedule, no claim is pending or, to the best of SlateASFL’s knowledge, threatened to the effect that any such Intellectual Property owned or licensed by SlateASFL, or which Slate ASFL otherwise has the right to use, is invalid or unenforceable by SlateASFL, and, to the best of SlateASFL’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of SlateASFL’s knowledge, all material technical information developed by and belonging to Slate ASFL that has not been patented has been kept confidential. Slate ASFL has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of SlateASFL. Slate ASFL has no material obligation to compensate any person for the use of any Intellectual Property nor has Slate ASFL granted to any person any license or other rights to use in any manner any Intellectual Property of SlateASFL.

Intellectual Property Assets. Slate Car Planner has, or has rights to use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “Intellectual Property”). The Slate Car Planner Intellectual Property is sufficient to permit Slate Car Planner to conduct its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 2.12 to the Slate Car Planner Disclosure Schedule, no claim is pending or, to the best of SlateCar Planner’s knowledge, threatened to the effect that the operations of Slate Car Planner infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of SlateCar Planner’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 2.12 to the Slate Disclosure Schedule, no claim is pending or, to the best of SlateCar Planner’s knowledge, threatened to the effect that any such Intellectual Property owned or licensed by SlateCar Planner, or which Slate Car Planner otherwise has the right to use, is invalid or unenforceable by SlateCar Planner, and, to the best of SlateCar Planner’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of SlateCar Planner’s knowledge, all material technical information developed by and belonging to Slate Car Planner that has not been patented has been kept confidential. Slate Car Planner has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of SlateCar Planner. Slate Car Planner has no material obligation to compensate any person for the use of any Intellectual Property nor has Slate Car Planner granted to any person any license or other rights to use in any manner any Intellectual Property of SlateCar Planner.

Intellectual Property Assets. Slate has, or has rights Set forth in Section 2.11 to use, the Disclosure Schedule is a list of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names or and copyrights, any and all applications for such which are in the process of being prepared prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right. The Company owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets and other intellectual property rights and similar rights necessary or material for use in connection with its business know how (collectively, “Intellectual Property”). The Slate Intellectual Property is sufficient ) necessary or material to permit Slate to the conduct of its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 2.12 2.11 to the Slate Disclosure Schedule, no claim is pending or, to the best of Slatethe Company’s knowledge, threatened to the effect that the operations of Slate the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the best of Slatethe Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 2.12 2.11 to the Slate Disclosure Schedule, no claim is pending or, to the best of Slatethe Company’s knowledge, threatened to the effect that any such Intellectual Property owned or licensed by Slatethe Company, or which Slate the Company otherwise has the right to use, is invalid or unenforceable by Slatethe Company, and, to the best of Slatethe Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of Slatethe Company’s knowledge, all material technical information developed by and belonging to Slate the Company that has not been patented has been kept confidential. Slate The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of Slatethe Company. Slate The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has Slate the Company granted to any person any license or other rights to use in any manner any Intellectual Property of Slatethe Company.