Common use of Intellectual Property; Computer Software Clause in Contracts

Intellectual Property; Computer Software. (a) Schedule 3.11 (a) lists all items of intellectual property including, without limitation, trademarks, trade names, service marks, service names, ▇▇▇▇ registrations, logos, assumed names, copyrights, copyright registrations, patents, know-how and all applications therefor that are owned by any Shareholder, the Company or any other Person and used by the Company in the operations of its business, (collectively, "Intellectual Property"), and there are no pending or threatened claims by any Person relating to the Company's use of any Intellectual Property. Except as set forth in Schedule 3.11(a), the Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Company to conduct its business and the Company is not obligated to pay any royalty or similar fee to any Person in connection with the Company's use or license of any of the Intellectual Property. (b) Except as set forth on Schedule 3.11(b), the Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the Company and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the Company's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.

Intellectual Property; Computer Software. (a1) Schedule 3.11 (a5.11(a) lists all items of intellectual property Intellectual Property including, without limitation, trademarks, trade names, service marks, service names, ▇▇▇▇ registrations, logos, assumed names, copyrights, copyright registrations, patents, know-how patents and all applications therefor that are owned by any Shareholder, the Company Seller or any other Person and used by the Company Seller in the operations of its business, (collectively, "Intellectual Property")the Business, and there are no pending or threatened claims by any Person relating to the CompanySeller's use of any Intellectual Property. Except as set forth in Schedule 3.11(a5.11(a), the Company Seller has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Company Seller to conduct its business and the Company Seller is not obligated to pay any royalty or similar fee to any Person in connection with the CompanySeller's use or license of any of the Intellectual Property. (b2) Except as set forth on Schedule 3.11(b5.11(b), the Company Seller has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the Company Seller and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the CompanySeller's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.

Intellectual Property; Computer Software. (a) Schedule 3.11 (a3.1l(a) lists all items of intellectual property including, without limitation, trademarks, trade names, service marks, service names, ▇▇▇▇ registrationsdomain names, uniform resource locators (URLs), keywords, logos, assumed names, copyrights, copyright registrationsmask works, patents, know-how and all applications therefor therefor, trade secrets and invention disclosures, that are owned by any Shareholder, the Company or any other Person and used by the Company in the operations of its business, (collectively, "Intellectual Property"), and and, except as set forth on Schedule 3.11(a), there are no pending or or, to the knowledge of the Shareholders of the Company, threatened claims by any Person relating to the Company's use of any Intellectual Property. Except as set forth on Schedule 3.11(a) or as contained in the agreements listed on Schedule 3.11(a), the Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) ), the Intellectual Property as are necessary to permit the Company to conduct its business and the Company is not obligated to pay any royalty or similar fee to any Person in connection with the Company's use or license of any of the Intellectual Property. (b) Except as set forth on Schedule 3.11(b), the The Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the all computer software programs including, without limitation, application software that are used by the Company and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the Company's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.

Intellectual Property; Computer Software. (a) Schedule 3.11 (a3.11(a) lists all items of intellectual property including, without limitation, trademarks, trade names, service marks, service names, ▇▇▇▇ registrations, logos, assumed names, copyrights, copyright registrations, patents, know-how and all applications therefor that are owned by any Shareholderthe Shareholders, the Company or any other Person and used by the Company in the operations of its business, (collectively, "Intellectual Property"), and there are no pending or threatened claims by any Person relating to the Company's use of any Intellectual Property. Except as set forth in Schedule 3.11(a), the Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Company to conduct its business and the Company is not obligated to pay any royalty or similar fee to any Person in connection with the Company's use or license of any of the Intellectual Property. (b) Except as set forth on Schedule 3.11(b), the Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the Company and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the Company's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.

Intellectual Property; Computer Software. (a1) Schedule 3.11 (a3.11(a) lists all items of intellectual property Intellectual Property including, without limitation, trademarks, trade names, service marks, service names, ▇▇▇▇ registrations, logos, assumed names, copyrights, copyright registrations, patents, know-how proprietary information, inventions and all applications therefor that are owned by any Shareholder, the Company or any other Person and used by the Company in the operations of its business, business (collectively, the "Intellectual Property"), and there are no pending or threatened claims by any Person relating to the Company's use of any Intellectual Property. Except as set forth in Schedule 3.11(a), the Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Company to conduct its business and the Company is not obligated to pay any royalty or similar fee to any Person in connection with the Company's use or license of any of the Intellectual Property. (b2) Except as set forth on Schedule 3.11(b), the Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the Company and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the Company's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.

Intellectual Property; Computer Software. (a) Schedule 3.11 (a5.11(a) lists all items of intellectual property Intellectual Property including, without limitation, trademarks, trade names, service marks, service names, ▇▇▇▇ registrations, logos, assumed names, copyrights, copyright registrations, patents, know-how and all applications therefor that are owned by any Shareholder(i) each Seller, the Company respectively, or (ii) any other Person and used by the Company either Seller in the operations of its business, (collectively, "Intellectual Property")the Business, and there are no pending or threatened claims by any Person relating to the Companyeither Seller's use of any Intellectual Property. Except as set forth in Schedule 3.11(a5.11(a), the Company each Seller has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Company such Seller to conduct its business and the Company neither Seller is not obligated to pay any royalty or similar fee to any Person in connection with the Companyeither Seller's use or license of any of the Intellectual Property. (b) Except as set forth on Schedule 3.11(b5.11(b), the Company each Seller has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the Company such Seller and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the CompanySeller's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.

Intellectual Property; Computer Software. (a1) Schedule 3.11 (a5.11(a) lists all items of intellectual property including, without limitation, trademarks, trade names, service marks, service names, ▇▇▇▇ registrations, logos, assumed names, copyrights, copyright registrationstradenames, patents, know-how and all applications therefor registered copyrights that are owned by any Shareholder, the Company Transferor or any other Person and used by the Company Transferor in the operations of its business, (collectively, "Intellectual Property"), and there the Business. There are no pending or or, to the best knowledge of the Transferor and the Shareholders, threatened claims by any Person relating to the CompanyTransferor's use of any Intellectual Property. Except as set forth in Schedule 3.11(a)To the best knowledge of the Transferor and the Shareholders, the Company Transferor has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the all Intellectual Property as are necessary to permit the Company Transferor to conduct its business and the Company Transferor is not obligated to pay any royalty or similar fee to any Person in connection with the CompanyTransferor's use or license of any of the Intellectual Property. (b2) Except as set forth on Schedule 3.11(b)To the best knowledge of the Transferor and the Shareholders, the Company Transferor has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the Company Transferor and that are material (surviving, as provided for in section 12.4(a)) to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None of the CompanyTransferor's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby, subject to obtaining the Consents.

Intellectual Property; Computer Software. (a1) Schedule 3.11 (a) lists all items of intellectual property includingpatents, without limitationcopyrights, trademarks, trade names, brand names, service marks, service names, ▇▇▇▇ registrations, logos, assumed names, copyrightslogos, copyright registrationstrade dress, patentsdesigns or representations or expressions of any thereof, know-how or registrations or applications for registration thereof, or any other inventions, trade secrets, technical information, software (including documentation and all applications therefor that source code listings), processes and other proprietary properties or information, proprietary rights or other intellectual property (collectively, "Intellectual Property") that, to the Transferors' knowledge, are owned by any Shareholder, the Company or any other Person and used by the Company in the operations of its business, (collectively, "Intellectual Property")operations, and there are no pending or threatened claims by any Person relating to the Company's use of any Intellectual Property. Except as set forth in on Schedule 3.11(a)3.11, the Company Company, to the Transferors' knowledge, has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens) the Intellectual Property as are necessary to permit the Company to conduct its business and the Company is not obligated to pay any royalty or similar fee to any Person in connection with the Company's use or license of any of the Intellectual Property. (b2) Except as set forth on Schedule 3.11(b)3.11, the Company has such rights of ownership (free and clear of all Liens) of, or such rights by license, lease or other agreement to use (free and clear of all Liens), the computer software programs including, without limitation, application software that are used by the Company and that are material to the conduct of its business as currently conducted, as are necessary to permit the conduct of its business as currently conducted. None To the Transferors' knowledge none of the Company's ownership rights or rights to use any of the computer programs referred to above will be adversely affected by any of the transactions contemplated hereby.