Common use of Patents, Trademarks, Copyrights and Licenses Clause in Contracts

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright and copyright applications, and all material design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities or are valid by reason of common law rights and constitute all of the material intellectual property rights which are necessary for the operation of its business; there is no material objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material software used by any Borrower, such Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright and copyright applications, and all material design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities or are valid by reason of common law rights Governmental Bodies and constitute all of the material intellectual property rights which are necessary for the operation of its business; there is no material Borrower has received any objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or license that could reasonably be expected to have a Material Adverse Effect and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material software used by any BorrowerBorrower (excluding any software that was acquired pursuant to a “shrinkwrap” license or any other software that generally commercially available (such as Window operating systems, Microsoft Office, Adobe Acrobat, etc.), such Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright and copyright applications, and all material design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.95.9 (as updated in connection with the delivery of the financial statements set forth in Section 9.8), are valid and have been duly registered or filed with all appropriate governmental authorities or are valid by reason of common law rights Governmental Bodies and constitute all of the material intellectual property rights which are necessary for the operation of its business; there is no material objection to or pending challenge to the validity of any such material patent, trademark, copyright, design rightrights, tradename, trade secret or license and no Borrower is aware of any grounds for any challengechallenge thereto, except as set forth in Schedule 5.9 hereto. Each material patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such material items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With As of the Closing Date, with respect to all material software used by any Borrower, such Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright and copyright applications, and all material design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are is set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities or are valid by reason of common law rights and constitute all of the material intellectual property rights which are necessary for the operation of its business; there is no material objection to or to Borrower's knowledge pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or license and no Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist consists of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereofthereof except where such failure to maintain could not reasonably be expected to have a Material Adverse Effect on Borrower. With respect to all material proprietary software used by any Borrower, such Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright and copyright applications, and all material design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any such Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities or are valid by reason of common law rights and constitute all of the material intellectual property rights which are necessary for the operation of its business; there is no material objection to or pending challenge to the validity of any such material patent, trademark, copyright, design right, tradename, trade secret or license and no such Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by any such Borrower and all trade secrets used owned by any such Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material software used by any such Borrower, such Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto. BLU-69367_7/ZRM1343/PNC008-129635 012000/11:12 46 Notwithstanding anything contained herein to the contrary, no Borrower makes any representation or warranty as to (A) whether any patent, patent application, trademark, trademark application, service xxxx, service xxxx application, copyright, copyright application, design right, trade name, assumed name, trade secret, license or other intellectual property (all of the foregoing, collectively, "Intellectual Property") not owned by such Borrower is valid or has been duly registered or filed, (B) whether there is currently pending or threatened any objection or challenge to any Intellectual Property not owned by such Borrower or (C) whether such Borrower has (under any escrow agreement or otherwise) any source or object code related to any word-processing, accounting, inventory or other software that is marketed generally to the public or that otherwise has not been created expressly or exclusively for such Borrower.

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent -------------------------------------------- applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright and copyright applications, and all material design rights, tradenamestrade names, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid valid, and to the extent indicated on Schedule ------------ -------- 5.9, have been duly registered or filed with all appropriate governmental authorities or are valid by reason of common law rights Governmental Bodies ---- and constitute all of the material intellectual property rights which are necessary for the operation of its business; there is no material objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradenametrade name, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With Except as set forth on Schedule 5.9, with respect to all material ------------ software used by any Borrower, such Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.. ------------

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright and copyright applications, and all material design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower and their respective Subsidiaries are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities or are valid by reason of common law rights Governmental Bodies and constitute all of the material intellectual property rights which are necessary for the operation of its business; there is no material objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or license license, and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto5.9. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of Except as otherwise set forth in Schedule 5.9 and except where the failure to have such items has been maintained so as codes or escrow agreement would not be likely to preserve the value thereof from the date of creation or acquisition thereof. With have a Material Adverse Effect, with respect to all material software used by any Borrower, such Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto5.9.

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright and copyright applications, and all material design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been ------------ duly registered or filed with all appropriate governmental authorities or are valid by reason of common law rights and constitute all of the material intellectual property rights which are necessary for the operation of its business; there is no material objection to or pending challenge to the validity of any such material patent, trademark, copyright, design right, rights tradename, trade secret or license and no Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent ----------- application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. thereof Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. thereof With respect to all material software used by any Borrower, such Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.. -----------

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright and copyright applications, and all material design rightsrigxxx, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities or are valid by reason of common law rights and constitute all of the material intellectual property rights which are necessary for the operation of its business; there is no material valid objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or license and no Borrower is not aware of any valid grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design rightxxxxt, copyrightcopyrxxxx, copyright application and xxd copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof, except where failure to do so could not reasonably be expected to have a Material Adverse Effect on Borrower or such Collateral. With respect to all material software used by any Borrower, such Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright and copyright applications, and applications xxx all material design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, 5.9 are valid and have been duly registered or filed with all appropriate governmental authorities or are valid by reason of common law rights and constitute all of the material intellectual property rights which are necessary for the operation of its business; there is no material objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design right, copyrightxxxxright, copyright copxxxxht application and copyright copxxxxht license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material software used by any Borrower, such Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All registered patents, -------------------------------------------- patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright and copyright applications, and all material design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered ------------ or filed with all appropriate governmental authorities or are valid by reason of common law rights and constitute all of the material intellectual property rights which are necessary for the operation of its business; there is no material objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each Borrower possesses all intellectual property ------------ rights necessary for the operation of its business. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, copyright, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items that is used in the Ordinary Course of Business of a Borrower has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material software used by any Borrower, such Borrower possesses a owns such software and is not the licensee of any such software that is material to such Borrower's business operations pursuant to any license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed except as set forth on Schedule 5.9 hereto.. With respect to all ------------ computer hardware used by any Borrower, such Borrower is the owner of all such computer equipment free and clear of any Lien (other than a Lien in favor of Agent) that is material to such Borrower's business operations except as provided on Schedule 5.9 hereto. ------------

Patents, Trademarks, Copyrights and Licenses. All registered To the best of each Borrower's knowledge and belief, after due inquiry, all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright and copyright applications, and all material design rights, tradenamestrade names, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.95.8, are valid and have been duly registered or filed with all appropriate governmental authorities or are valid by reason of common law rights and constitute all of the material intellectual property rights which are necessary for the operation of its business; there is no material objection to or pending challenge to the validity of any such material patent, trademark, copyright, design right, tradenametrade name, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto5.8. Each To the best of each Borrower's knowledge and belief, each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or which was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been been, or will be, maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material proprietary software developed and used by any Borrower, to the best of each Borrower's knowledge and belief, such Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All registered material patents, patent applications, trademarks, trademark applications, service marks, service xxxx mxxx applications, copyrights, copyright and copyright applications, and all material design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities or are valid by reason of common law rights Governmental Bodies except as otherwise set forth in Schedule 5.9(a) and constitute all of the material intellectual property rights which are necessary for the operation of its business; to the best of Borrower’s knowledge, there is no material objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, in each case that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, except as set forth in Schedule 5.9 hereto. Each To the extent material to the operation of any Borrower’s business, each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmxxx, service xxxx mxxx application, service xxxx mxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been reasonably well maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material software used by any BorrowerBorrower other than off the shelf software generally available to any Person, such Borrower possesses a license to use or is in possession of of, or is licensed to use, all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto. Borrowers shall be required to update Schedule 5.9 on a quarterly basis in conjunction with each Compliance Certificate provided to Agent pursuant to Section 9.8 hereunder.

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent -------------------------------------------- applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright and copyright applications, and all material design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid valid, and to the extent indicated on Schedule ------------ -------- 5.9, have been duly registered or filed with all appropriate governmental --- authorities or are valid by reason of common law rights and constitute all of the material intellectual property rights which are necessary for used in the operation of its business; there is no material objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With Except as set forth in Schedule 5.9, with ------------ respect to all material software used by any Borrower, such Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.. ------------

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright and copyright applications, and all material design rightsrightx, tradenamesxradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule SCHEDULE 5.9, are valid and (other than tradenames) have been duly registered or filed with all appropriate governmental authorities or are valid by reason of common law rights Governmental Bodies and constitute all of the material intellectual property rights which are necessary for the operation of its business; there is no material objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule SCHEDULE 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design rightrights, copyrightxxpyright, copyright cxxxxight application and copyright cxxxxight license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material software used by any BorrowerBorrower (other than software licensed from Motorola), such Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule SCHEDULE 5.9 hereto.