Common use of Intellectual Property; Technology Clause in Contracts

Intellectual Property; Technology. To the Knowledge of the Companies, except as set forth in Section 3.15 of the Companies' Disclosure Schedule, (a) the conduct of the business of the Companies and the Subsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any third party, and no claim has been asserted to the Companies in writing that the conduct of the business of the Companies and the Subsidiaries as currently conducted infringes upon the Intellectual Property rights of any third party; (b) with respect to each item of Intellectual Property licensed to the Companies or the Subsidiaries ("Company Licensed Intellectual Property"), the Companies or the Subsidiaries have the right to use such Company Licensed Intellectual Property in the continued operation of their respective businesses pursuant to the terms of the license agreement governing the use of such Company Licensed Intellectual Property; (c) the Company Licensed Intellectual Property has not been adjudged invalid or unenforceable in whole or in part; and (d) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall adversely affect any of the Companies' rights with respect to the Company Licensed Intellectual Property. Except as set forth in Section 3.15 of the Companies' Disclosure Schedule, the companies do not own any Intellectual Property.