Common use of INTELLECTUAL PROPERTY RIGHTS; NAMES Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS; NAMES. Except as set forth on Exhibit 2.11, Seller has no right, title or interest in or to patents, p a t e nt rights, corxxxxxx names, assumed names, manufacturing p r ocesses, trade names, trademarks, service marks, inventions, specialized treatment protocols, copyrights, formulas and trade secrets or similar items and such items are the only such items necessary for the conduct of the Business. Set forth in Exhibit 2.11 is a listing of all names of all predecessor companies of Seller, including the names of any entities from whom Seller previously acquired significant assets. Except for off-the-shelf software licenses and except as set forth on Exhibit 2.11, Seller is not a licensee in respect of any patents, trademarks, service marks, trade n a m e s, copyrights or applications therefor, or manufacturing processes, formulas or trade secrets or similar items and no such licenses are necessary for the conduct of the Business or the use of the Assets. No claim is pending or has been made to the effect that the Assets or the present or past operations of Seller in connection with the Assets infringe upon or conflict with the asserted rights of others to any patents, patent rights, manufacturing processes, trade names, trademarks, service marks, inventions, licenses, specialized treatment protocols, copyrights, formulas, know-how and trade secrets. Seller has the sole and exclusive right to use all Assets constituting proprietary rights without infringing or violating the rights of any third parties and no consents of any third parties are required for the use thereof by PRG Sub.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Physicians Resource Group Inc), Asset Purchase Agreement (Physicians Resource Group Inc), Asset Purchase Agreement (Physicians Resource Group Inc)

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INTELLECTUAL PROPERTY RIGHTS; NAMES. Except as set forth on Exhibit 2.11EXHIBIT 2.12, Seller Dentist has no right, title or interest in or to patents, p a t e nt patent rights, corxxxxxx corporate names, assumed names, manufacturing p r ocessesprocesses, trade names, trademarks, service marks, inventions, specialized treatment protocols, copyrights, formulas and trade secrets or similar items and such items which are used by the only such items necessary for the conduct of Dentist in the Business. Set forth in Exhibit 2.11 EXHIBIT 2.12 is a listing of all names of all predecessor companies of SellerDentist relating to the business of dentistry, including the names of any entities from whom Seller Dentist previously acquired significant assetsassets related to the business of dentistry. Except for off-the-shelf software licenses and except as set forth on Exhibit 2.11EXHIBIT 2.12, Seller Dentist is not a licensee in respect of any patents, trademarks, service marks, trade n a m e snames, copyrights or applications therefor, or manufacturing processes, formulas or trade secrets or similar items and no such licenses are necessary for the conduct of the Business or the use of the Assets. No claim is pending or has been made to the effect that the Assets or the present or past operations of Seller Dentist in connection with the Assets or Business infringe upon or conflict with the asserted rights of others to any patents, patent rights, manufacturing processes, trade names, trademarks, service marks, inventions, licenses, specialized treatment protocols, copyrights, formulas, know-how and trade secrets. Seller Dentist has the sole and exclusive right to use all Assets constituting proprietary rights without infringing or violating the rights of any third parties and no consents of any third parties are required for the use thereof by PRG SubPentegra.

Appears in 2 contracts

Samples: Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc)

INTELLECTUAL PROPERTY RIGHTS; NAMES. Except as set forth on Exhibit 2.11, Seller the Company has no right, title or interest in or to patents, p a t e nt patent rights, corxxxxxx corporate names, assumed names, manufacturing p r ocesses, trade names, trademarks, service marks, inventions, specialized treatment protocols, copyrights, formulas and trade secrets or similar items and such items are the only such items necessary for the conduct of the Businessits business. Set forth in Exhibit 2.11 is a listing of all names of all predecessor companies of Sellerthe Company, including the names of any entities from whom Seller the Company previously acquired significant assets. Except for off-the-shelf software licenses and except as set forth on Exhibit 2.11, Seller the Company is not a licensee in respect of any patents, trademarks, service marks, trade n a m e s, copyrights or applications therefor, or manufacturing processes, formulas or trade secrets or similar items and no such licenses are necessary for the conduct of the Business or the use of the Assetsits business. No claim is pending or has been made to the effect that the Assets or the present or past operations of Seller in connection with the Assets Company infringe upon or conflict with the asserted rights of others to any patents, patent rights, manufacturing processesp r ocesses, trade names, trademarks, service marks, inventions, licenses, specialized treatment protocols, copyrights, formulas, know-know- how and trade secrets. Seller The Company has the sole and exclusive right to use all Assets constituting such proprietary rights without infringing or violating the rights of any third parties and no consents of any third parties are required for the use thereof by PRG Subthe Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Physicians Resource Group Inc)

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INTELLECTUAL PROPERTY RIGHTS; NAMES. Except as set forth on Exhibit 2.11, Seller the Company has no right, title or interest in or to patents, p a t e nt patent rights, corxxxxxx corporate names, assumed names, manufacturing p r ocessesprocesses, trade names, trademarks, service marks, inventions, specialized treatment protocols, copyrights, formulas and trade secrets or similar items and such items are the only such items necessary for the conduct of the Businessits business. Set forth in Exhibit 2.11 is a listing of all names of all predecessor companies of Sellerthe Company, including the names of any entities from whom Seller the Company previously acquired significant assets. Except for off-the-shelf software licenses and except as set forth on Exhibit 2.11, Seller the Company is not a licensee in respect of any patents, trademarks, service marks, trade n a m e snames, copyrights or applications therefor, or manufacturing processes, formulas or trade secrets or similar items and no such licenses are necessary for the conduct of the Business or the use of the Assetsits business. No claim is or, to the best of Company's or Shareholders' knowledge, is pending or has been made to the effect that the Assets or the present or past operations of Seller in connection with the Assets Company infringe upon or conflict with the asserted rights of others to any patents, patent rights, manufacturing processes, trade names, trademarks, service marks, inventions, licenses, specialized treatment protocols, copyrights, formulas, know-how and trade secrets. Seller To the best of Company's and Shareholders' knowledge, the Company has the sole and exclusive right to use all Assets constituting such proprietary rights without infringing or violating the rights of any third parties and no consents of any third parties are required for the use thereof by PRG Subthe Surviving Corporation.

Appears in 1 contract

Samples: Form of Agreement and Plan of Reorganization (Plastic Surgery Co)

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