Patents, Trademarks and Other Intellectual Property. Schedule "3.11" annexed hereto correctly sets forth a list and brief description of:
Patents, Trademarks and Other Intellectual Property. Bonanza owns no Intellectual Property.
Patents, Trademarks and Other Intellectual Property. The ---------------------------------------------------- Disclosure Schedule contains a list of (i) all issued patents and all registered trademarks and registered copyrights which are owned by the Company, (ii) all applications therefor which the Company owns (which applications are listed separately on the Disclosure Schedule), and (iii) all other issued patents, registered trademarks and registered copyrights which are licensed by the Company or which are used by the Company in the operation of its business, except for any issued patents, registered trademarks or registered copyrights or applications therefor which are used exclusively in the Distribution Business (all such listed intellectual property being referred to herein collectively as the "Intellectual Properties"). To the extent the Intellectual Properties are valid, the Company has the sole right to use such Intellectual Properties, free of any liens, encumbrances and restrictions. The Company has not licensed any of the Intellectual Properties to any other entity, except as identified on the Disclosure Schedule. Since July 1, 1995, no claims have been asserted or, to the knowledge of the Sellers, threatened in writing by any person challenging the Company's ownership or use of any of the Intellectual Properties, or asserting that the Company's conduct of its businesses as currently conducted infringes or violates the intellectual property rights of another, which, if successful, would have a Material Adverse Effect. To the knowledge of the Sellers, none of the Intellectual Properties infringes or otherwise violates the rights of others or is being infringed by others in any manner which would have a Material Adverse Effect. To the knowledge of the Sellers, the Company is not and has not since July 1, 1995, infringed or violated any intellectual property right of a third party or unlawfully used any trade secrets of any third party. To the knowledge of the Sellers, each of the Intellectual Properties is currently valid and subsisting.
Patents, Trademarks and Other Intellectual Property. (a) Schedule 5.2.11(a) lists all patented or registered Intangibles (defined below), all written licenses and other agreements relating thereto and all written agreements, licensing or otherwise, authorizing others to use material technology, know-how or processes used in or belonging to the B-Line Business (collectively, the "Scheduled Intangibles"). The "Intangibles", including the Scheduled Intangibles, comprise all intellectual property used or held in the B-Line Business as presently conducted other than intellectual property licensed in the ordinary course of business pursuant to standard form commercial license agreements (such as non-custom software). "Intangibles" means (i) all inventions, improvements, designs, patents, patent applications, patent disclosures, and all extensions, reissues, continuations, revisions and reexaminations thereof; (ii) trade dress, logos, trade names and corporate names, (including all internet and intranet name(s), 30 36 addresses, icon(s) and other designation(s) identifying the B-Line Business on a computer network such as the world wide web but not including any such designations of affiliates of the B-Line Business), together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith; (iii) all copyrightable works and all copyright applications, registrations and renewals in connection therewith; (iv) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings and specifications); and (v) all computer software, rights in databases (including data and related documentation) all other proprietary rights; and all copies and tangible embodiments thereof (in whatever form or medium) but does not include items licensed in the ordinary course of business pursuant to standard form commercial license agreements (such as non-custom software).
Patents, Trademarks and Other Intellectual Property. The Disclosure Schedule contains a list of all patents, patent applications, trademarks, trademark applications, trade names, service marks and copyrights, and licenses and rights to any of the foregoing (collectively the "Intellectual Properties") which are used or held by Transition and material to the conduct of the business of Transition taken as a whole. Transition is the owner or is licensed or otherwise has the right to use the Intellectual Properties in the conduct of its business, and the consummation of the transactions contemplated hereby will not alter or impair any such rights. No claims have been asserted or, to the knowledge of Seller or Parent, threatened by any person challenging Transition's ownership or use of any of the Intellectual Properties. None of the Intellectual Properties infringes or otherwise violates the rights of others or, to the knowledge of Seller or Parent, is being infringed by others. No licenses, sublicenses or agreements pertaining to any of the Intellectual Properties have been granted by Transition.
Patents, Trademarks and Other Intellectual Property. (a) Duke City owns or is licensed to use all of the Intellectual Properties listed on Schedule 3.18; ------------- (b) Duke City owns or is licensed to use all Intellectual Property currently used by Duke City in the business of Duke City and the consummation of the transactions contemplated hereby will not alter or impair any such ownership or licenses; (c) Except as disclosed on Schedule 3.18, no claims have been asserted ------------- by any person challenging such ownership or licenses; (d) Except as disclosed on Schedule 3.18, none of the Intellectual ------------- Property described in the preceding clauses (a) and (b) infringes or otherwise violates the rights of others or is being infringed by others and, to the Knowledge of the Duke City Parties, there are no potential or threatened infringements thereof; and (e) No license, sublicense or agreement pertain ing to any of such Intellectual Property has been granted by Duke City.
Patents, Trademarks and Other Intellectual Property. The Disclosure Schedule contains a list of all patents, patent applications, trademarks, trademark applications, trade names, service marks and copyrights, and licenses and rights to any of the foregoing (collectively the "Intellectual Properties") which are owned, controlled, used or held (under license or otherwise) by and which are material to the Company and its Subsidiaries in connection with the conduct of their businesses. The Company or its Subsidiaries are the sole and exclusive owner of the Intellectual Properties described as owned in the Disclosure Schedule, free and clear of all encumbrances except as set forth in the Disclosure Schedule. No claims have been asserted or, to the knowledge of the Company, threatened by any person challenging the Company's or its Subsidiaries' ownership or use of any of the Intellectual Properties. To the knowledge of the Company, none of the Intellectual Properties infringes or otherwise violates the rights of others or is being infringed by others in any manner which would have a Material Adverse Effect. In order to conduct the business of the Company as such is currently being conducted, to the knowledge of the Company, the Company does not require any Intellectual Properties that it does not already have the use of. The Company has not granted any license or made any assignment of any Intellectual Properties listed in the Disclosure Schedule. The Company does not pay any royalties or other consideration for the right to use any intellectual properties of others. All Intellectual Properties of the Company are valid, enforceable and in good standing, and to the knowledge of the Company, there are no equitable defenses to enforcement based on any act or omission of the Company.
Patents, Trademarks and Other Intellectual Property. The Disclosure Schedule contains a list of all patents, patent applications, trademarks, trademark applications, trade names, service marks and copyrights, and licenses and rights to any of the foregoing (collectively the "Intellectual Properties") which are used or held by MSCTC and material to the conduct of the business of MSCTC taken as a whole. MSCTC is the owner or is licensed or otherwise has the right to use the Intellectual Properties in the conduct of its business, and the consummation of the transactions contemplated hereby will not alter or impair any such rights.
Patents, Trademarks and Other Intellectual Property. Schedule 3.9 contains a list of all patents, patent applications, trademarks, trademark applications and service marks, and licenses and rights to any of the foregoing used or held by Nordco and material to the conduct of the business of Nordco taken as a whole (collectively the "Intellectual Properties"). Except as indicated in Schedule 3.9, (a) Nordco is the owner or is licensed or otherwise has the right to use the Intellectual Properties in the conduct of its business, and the consummation of the transactions contemplated hereby will not alter or impair any such rights; (b) to the knowledge of Oak, no claims have been asserted by any person challenging such right as to any of the Intellectual Properties; (c) to the knowledge of Oak, none of the Intellectual Properties infringes or otherwise violates the rights of others or is being infringed by others, and to the knowledge of Oak, Nordco has not received any written notice from any party challenging the right to use any of the Intellectual Properties; (d) no licenses, sublicenses or agreements pertaining to any of the Intellectual Properties have been granted by Nordco and Nordco has no obligation to grant any such licenses, sublicenses, or agreements; (e) the Intellectual Properties have been duly registered, filed or issued by the United States Patent and Trademark Office, states of the United States or the corresponding offices of foreign jurisdictions as indicated on the disclosure schedule; (f) with respect to any pending patent applications, there are no contesting proceedings either pending or, to the knowledge of Oak, threatened in the United States Patent and Trademark Office, any foreign patent office or any federal, state, local or foreign court; and (g) to the knowledge of Oak, Nordco has not violated or infringed any trade secret held by another.
Patents, Trademarks and Other Intellectual Property. (a) The trademarks, trade names, copyrights, trade secrets or processes, patents or applications for patents listed on the Schedule of Trade Names, Patents and Copyrights are all either owned by the Company, or the Company possesses enforceable rights and licenses to use the same (without payment of any royalties except as specified in such Schedule), and the items listed on such Schedule constitute all of the trademarks, trade names, copyrights, patents and patent applications, trade secrets and processes necessary for the conduct of, or use in, the business of the Company, as the same is presently being conducted and contemplated to be conducted. Such rights and licenses are adequate for the conduct of the business presently conducted or contemplated to be conducted by the Company.
