Common use of Patents, Trademarks, Etc Clause in Contracts

Patents, Trademarks, Etc. The Company owns, or possesses adequate licenses or other rights to use, all patents, trademarks, service marks, trade names and copyrights and trade secrets, if any, necessary to conduct its business as now operated by it. The patents, trademarks, service marks, copyrights, trade names and trade secrets, if any, registered in the name of or owned or used by or licensed to the Company and applications for any thereof (hereinafter the “Intangibles”) are described or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all right, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents owned by the Company are owned by the Company and that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee of the Company or any relative or spouse of any such person owns any patents or patent applications or any inventions, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by or useful to the Company or related to the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as described in SCHEDULE 6.1.17. The Company has not been charged with, nor has it infringed, nor to the Seller’ knowledge is it threatened to be charged with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, and, to the date hereof, neither the Seller nor the Company has received any notice of conflict with or violation of the asserted rights in intangibles or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license, except as set forth in said SCHEDULE 6.1.17. The consummation of the transactions contemplated hereby will not alter or impair any rights of the Company in any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts business.

Patents, Trademarks, Etc. The Company ownshas sufficient title to and ownership of, or can obtain on terms which will not adversely affect its business, all franchises, permits, licenses, and other similar authority necessary for the conduct of its business as now being conducted and as planned to be conducted, and it is not in default under any of such franchises, permits, licenses, and other similar authority. The Company possesses adequate licenses or other rights to use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and copyrights and names, copyrights, formulae, trade secrets, if anyand know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as now operated conducted and as proposed to be conducted, and no claim is pending or, to the knowledge of the Company and the Founders, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the knowledge of the Company and the Founders, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or threatened to the effect that any such Intellectual Property owned or licensed by itthe Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the knowledge of the Company and the Founders, there is no basis for any such claim (whether or not pending or threatened). The patentsCompany is not aware of any third party which is infringing or violating any of the Intellectual Property of the Company. To the knowledge of the Company and the Founders, trademarks, service marks, copyrights, trade names all technical information developed by and trade secrets, if any, registered in the name of or owned or used by or licensed belonging to the Company and applications for any thereof (hereinafter the “Intangibles”) are described or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all right, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents owned by the Company are owned by the Company and that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee of the Company or any relative or spouse of any such person owns any patents or patent applications or any inventions, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by or useful to the Company or related to the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have which has not been licensed to any third party except as described in SCHEDULE 6.1.17patented has been kept confidential. The Company has not been charged with, nor has it infringed, nor granted or assigned to the Seller’ knowledge is it threatened to be charged with infringement of, any patent, proprietary rights other person or trade secrets of others in the conduct of its business, and, to the date hereof, neither the Seller nor the Company has received entity any notice of conflict with or violation of the asserted rights in intangibles Intellectual Property or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license, except as set forth in said SCHEDULE 6.1.17. The consummation of the transactions contemplated hereby will not alter or impair any rights of the Company in any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, right to manufacture, assemble and have manufactured, assemble, or sell the products and or proposed products or to provide the services heretofore provided by it so that such products and or proposed services meet applicable specifications and conform with of the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts businessCompany.

Patents, Trademarks, Etc. The Company ownsBuyer owns and possesses or is licensed under all patents, patent applications, licenses, trademarks, trade names, brand names, trade secrets, inventions and copyrights employed in the operation of its business as now conducted and as proposed to be conducted, with no infringement of or conflict with the rights of others respecting any of the same. To the knowledge of the Buyer, the operation of the Buyer's business as now conducted or as proposed to be conducted does not infringe any patent, copyright, trade secret or other proprietary rights of any third parties. There are no outstanding options, licenses, or possesses adequate agreements of any kind relating to the foregoing, nor is the Buyer bound by or a party to any options, licenses or agreements of any kind with respect to patents, patent applications, licenses, trademarks, trade names, brand names, inventions, proprietary rights and copyrights of any other rights person or entity. The Buyer is not obligated to usemake any payments by way of royalties, all fees or otherwise to any owner, licensor of, or other claimant to any patent, trademark, trade name, copyright or other intangible asset, with respect to the use thereof or in connection with the conduct of its business, or otherwise. The Buyer has not received any communications alleging that it has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names and names, copyrights and trade secrets, if any, necessary to conduct its business as now operated by it. The patents, trademarks, service marks, copyrights, trade names and trade secrets, if any, registered in the name of or owned or used by or licensed to the Company and applications for any thereof (hereinafter the “Intangibles”) are described or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all right, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents owned by the Company are owned by the Company and that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee of the Company or any relative or spouse of any such person owns any patents or patent applications or any inventions, secret formulae or processes, trade secrets or other similar rightsproprietary rights of any other person or entity, nor is the Buyer aware of any of them basis for the foregoing. There are no agreements, understandings, instruments, contracts, judgments, orders, writs or decrees to which the Buyer is a party or by which it is bound which involve indemnification by the Buyer with respect to any license agreement, used by or useful to the Company or related to the Business except as listed in SCHEDULE 6.1.17. All infringements of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as described in SCHEDULE 6.1.17. The Company has not been charged with, nor has it infringed, nor to the Seller’ knowledge is it threatened to be charged with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, and, to the date hereof, neither the Seller nor the Company has received any notice of conflict with or violation of the asserted rights in intangibles or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license, except as set forth in said SCHEDULE 6.1.17. The consummation of the transactions contemplated hereby will not alter or impair any rights of the Company in any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts businessrights.

Patents, Trademarks, Etc. The Company owns, Disclosure Schedule sets forth a complete and correct list of all: (i) patented or possesses adequate licenses or other rights registered Intellectual Property Rights and pending applications therefor and (ii) to useParent's knowledge, all patents, trademarks, service marks, material trade names and copyrights material unregistered trademarks and trade secrets, if any, necessary to conduct its business as now operated by it. The patents, trademarks, material service marks, copyrights, trade names and trade secrets, if any, registered marks included in the name Intellectual Property rights, and (iii) all licenses or similar agreements or arrangements for the Intellectual Property Rights to which Seller is a party and all licenses or similar agreements or arrangements for intellectual property rights to which Parent or Seller, as the case may be, is a party as a licensee. Except as set forth in the Disclosure Schedule, the Intellectual Property Rights comprise, to Parent's knowledge, all of the material intellectual property rights necessary or owned desirable for the operation of the Tissue Business as currently conducted in all material respects. Except as set forth in the Disclosure Schedule, (a) Parent or used by or licensed to the Company and applications for any thereof (hereinafter the “Intangibles”) are described or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that owns all right, title and interest in and to or possesses adequate licenses or other valid rights to use all patents listed on SCHEDULE 6.1.17 as patents owned by Intellectual Property Rights necessary for the Company are owned by the Company and that the ownership of such patents will be transferred as part operation of the Company to Purchaser Tissue Business as part of the transaction contemplated hereby. No officer, director, shareholder or employee of the Company or any relative or spouse of any such person owns any patents or patent applications or any inventions, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by or useful to the Company or related to the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standing, are currently conducted free and clear of all liensEncumbrances (other than Permitted Encumbrances), security interests(b) to Parent's knowledge, charges, restrictions and encumbrances the conduct of the Tissue Business as now being conducted does not conflict with or misappropriate any kind whatsoever, and have not been licensed to intellectual property rights of any third party and nor, to Parent's knowledge, will any such infringement, misappropriation or conflict occur as a result of the continued operation of the Tissue Business as currently conducted, except as described in SCHEDULE 6.1.17. The Company for matters not having a Material Adverse Effect, (c) no written or, to Parent's knowledge, verbal claim by any third party contesting the validity, enforceability, use or ownership of any of the Intellectual Property Rights has not been charged withmade, nor has it infringed, nor to the Seller’ knowledge is it threatened to be charged with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, andcurrently outstanding or, to the date hereofParent's knowledge, is threatened, and (d) neither the Parent nor Seller nor the Company has have received any notice notices of, and are not aware of any facts which indicate any infringement or misappropriation by, or conflict with, any third party with respect to the Intellectual Property Rights (including, without limitation, any demand or violation of the asserted rights in intangibles request that Parent or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license, except as set forth in said SCHEDULE 6.1.17. The consummation of the transactions contemplated hereby will not alter or impair Seller license any rights of the Company in any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts businessfrom a third party).

Patents, Trademarks, Etc. The Company owns(a) SECTION 4.11 of the Schedule correctly lists all domestic and foreign letters patent, or possesses adequate patent applications, patent, technology and know-how licenses or other rights to useand royalty agreements, all patentstrade names, trademark (including service xxxx) registrations and applications, common law trademarks, service markstrademark licenses and royalty agreements, trade names and copyrights and trade secrets, if any, necessary to conduct its business as now operated by it. The patents, trademarks, service marks, copyrights, trade names and trade secrets, if any, registered in the name of or owned or used by or licensed to the Company copyright registrations and applications for any thereof and copyright licenses and royalty agreements (hereinafter the “Intangibles”"INTELLECTUAL PROPERTY") are described used or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all right, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents owned held by the Company are owned by the Company and that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee of the Company or any relative or spouse of any such person owns any patents or patent applications or any inventionsits Subsidiaries. Unless otherwise indicated in SECTION 4.11 of the Schedule, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by or useful to the Company or related such Subsidiary either owns or has the right to use (in the Business except manner presently being used by the Company or such Subsidiary) by license, sublicense, agreement, or permission all of the Intellectual Property set forth on SECTION 4.11 of the Schedule. Except as listed otherwise set forth in SCHEDULE 6.1.17. All SECTION 4.11 of said Intangibles are valid and in good standingthe Schedule, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as described in SCHEDULE 6.1.17. The the Company has not been charged withgranted a license, nor has it infringedentered into a written agreement, nor relating in whole or in part, to any of the Seller’ knowledge is it threatened to be charged Intellectual Property of the Company used in connection with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, andand there has been no assertion thereof by any Person. To the Company's Knowledge, there is no infringement or other adverse claim against the rights of the Company with respect to any of the Intellectual Property used or owned by the Company in connection with the conduct of its business. None of the Intellectual Property is subject to any pending or, to the date hereofCompany's Knowledge, neither the Seller nor the Company has received any notice of conflict with threatened litigation or violation of the asserted rights in intangibles or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license, other adverse claims except as set forth in said SCHEDULE 6.1.17SECTION 4.11 of the Schedule. The Neither the Company nor any of its Subsidiaries has received written notice or, to the Company's Knowledge, oral notice that the use by it of such Intellectual Property may infringe upon or conflict with any intellectual property rights of any Person. Subject to securing the consents, waivers and approvals set forth in SECTION 4.11 of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby Merger will not alter give to any Person any interests or impair any rights, including rights of termination or cancellation, in or with respect to any of the Intellectual Property owned, used or held by the Company in or any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts businessSubsidiaries.

Patents, Trademarks, Etc. The Company owns(a) Section 4.11 of the Schedule ------------------------- correctly lists all domestic and foreign letters patent, or possesses adequate patent applications, patent, technology and know-how licenses or other rights to useand royalty agreements, all patentstrade names, trademark (including service xxxx) registrations and applications, common law trademarks, service marks, trade names trademark licenses and copyrights and trade secrets, if any, necessary to conduct its business as now operated by it. The patents, trademarks, service marksroyalty agreements, copyrights, trade names copyright registrations and trade secretsapplications and copyright licenses and royalty agreements ("Intellectual Property") used or held by the Company or any of its Subsidiaries. Unless otherwise indicated in Section 4.11 of the Schedule, if any, registered the Company or such Subsidiary either owns or has the right to use (in the name of or owned or manner presently being used by or licensed to the Company or such Subsidiary) by license, sublicense, agreement, or permission all of the Intellectual Property set forth on Section 4.11 of the Schedule. Except as otherwise set forth in Section 4.11 of the Schedule, the Company has not granted a license, nor reached an understanding with any person, nor entered into a written agreement, relating in whole or in part, to any of the Intellectual Property used in connection with the conduct of the Company's business, and applications for there has been no assertion thereof by any thereof (hereinafter Person. To the “Intangibles”) are described Company's Knowledge, there is no infringement or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all right, title and interest in and other adverse claim against the rights of the Company with respect to all patents listed on SCHEDULE 6.1.17 as patents any of the Intellectual Property used or owned by the Company are owned by the Company and that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee of the Company or any relative or spouse of any such person owns any patents or patent applications or any inventions, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by or useful to the Company or related to the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as described in SCHEDULE 6.1.17. The Company has not been charged with, nor has it infringed, nor to the Seller’ knowledge is it threatened to be charged connection with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, and. None of the Intellectual Property is subject to any pending or, to the date hereofCompany's Knowledge, neither the Seller nor the Company has received any notice of conflict with threatened litigation or violation of the asserted rights in intangibles or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license, other adverse claims except as set forth in said SCHEDULE 6.1.17Section 4.11 of the Schedule. The Neither the Company nor any of its Subsidiaries has received notice that the use by it of such Intellectual Property may infringe upon or conflict with any intellectual property rights of any person. Subject to securing the consents, waivers and approvals set forth in Section 4.11 of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby Merger will not alter give to any person any interests or impair any rights, including rights of termination or cancellation, in or with respect to any of the Intellectual Property owned, used or held by the Company or any of its Subsidiaries in any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and connection with the conduct of the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts 's business.

Patents, Trademarks, Etc. Set forth in Schedule 3.14 is a list and brief description of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company and each Subsidiary, or of which the Company or any Subsidiary is a licensor or licensee or in which the Company or any Subsidiary has any right, and in each case a brief description of the nature of such right. The Company owns, or possesses adequate and each Subsidiary currently has all licenses or other rights to use, use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names names, copyrights, manufacturing processes, formulae, trade secrets and copyrights and trade secretsknow how (collectively, if any, "Intellectual Property") which the Company or any Subsidiary presently believes are necessary or desirable to the conduct of its business as now operated by it. The patentsconducted and proposed to be conducted, trademarksand no claim is pending or, service marks, copyrights, trade names and trade secrets, if any, registered in the name of or owned or used by or licensed to the Company and applications for Company's or any thereof (hereinafter Subsidiary's knowledge, threatened, to the “Intangibles”) are described or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all right, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents owned by the Company are owned by the Company and effect that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee operations of the Company or any relative Subsidiary infringe upon or spouse conflict with the asserted rights of any such other person owns under any patents or patent applications Intellectual Property. No claim is pending or, to the Company's or any inventionsSubsidiary's knowledge, secret formulae threatened, to the effect that any such Intellectual Property owned or processeslicensed by the Company or any Subsidiary, trade secrets or other similar rightswhich the Company or any Subsidiary otherwise has the right to use, nor is any of them a party to any license agreementinvalid or unenforceable by the Company or such Subsidiary. To the Company's knowledge, used all technical information developed by or useful and belonging to the Company or related to the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as described in SCHEDULE 6.1.17. The Company each Subsidiary which has not been charged with, nor patented has it infringed, nor to the Seller’ knowledge is it threatened to be charged with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, and, to the date hereof, neither the Seller nor been kept confidential. Neither the Company nor any Subsidiary has received granted or assigned to any notice of conflict with other person or violation of entity any right to manufacture, have manufactured, assemble or sell the asserted rights in intangibles products or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise proposed products or license, except as set forth in said SCHEDULE 6.1.17. The consummation of to provide the transactions contemplated hereby will not alter services or impair any rights proposed services of the Company in or any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts businessSubsidiary.

Patents, Trademarks, Etc. The Company owns, or possesses adequate licenses or other rights to use, Schedule 5.12 hereto contains an accurate and complete description of all domestic and foreign patents, trademarks, service marks, trademark registrations, logos, trade names and names, assumed names, copyrights and trade secretscopyright registrations and all applications therefor and all registered designs and design rights (collectively, if anythe "Intellectual Property"), necessary to conduct its business as now operated by it. The patents, trademarks, service marks, copyrights, trade names and trade secrets, if any, registered in the name of or presently owned or used held by each of Quantime and Subsidiary or licensed to the Company under which either Quantime or Subsidiary owns or holds any license, or in which either Quantime or Subsidiary owns or holds any direct or indirect interest; and applications no others are necessary for any thereof (hereinafter the “Intangibles”) are described or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all right, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents owned by the Company are owned by the Company and that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee of the Company or any relative or spouse of any such person owns any patents or patent applications or any inventions, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by or useful to the Company or related to the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as described in SCHEDULE 6.1.17. The Company has not been charged with, nor has it infringed, nor to the Seller’ knowledge is it threatened to be charged with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, and, to the date hereof, neither present businesses of either Quantime or Subsidiary. To the Seller nor the Company has received any notice of conflict with or violation best of the asserted rights in intangibles or trade secrets of others. The Company is not now manufacturing any goods under a present permitQuantime Insiders' knowledge, franchise or license, except as set forth in said SCHEDULE 6.1.17. The consummation none of the transactions contemplated hereby will not alter products manufactured, distributed or impair sold by either Quantime or Subsidiary, nor any rights of the Company in any such Intangibles Intellectual Property or in any such permitother intellectual property (including without limitation, franchise or licensetechnology, except as described in SCHEDULE 6.1.17. The Intangibles and the Company’s toolinginventions, manufacturing and engineering drawingsprocesses, process sheetsdesigns, specificationsformulae, bills of material and other like information and data are in such form and of such quality that the Company can designknow-how, producetrade secrets) (collectively, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards Intellectual Property, the "Intellectual Assets"), or any of quality Quantime's and cost Subsidiary's activities, conflict with, infringe or otherwise violate any patents, trademarks or copyrights, or any other rights, of production standards heretofore met by itany individual or entity, nor require payments to be made to any person. The Company Each of Quantime and Subsidiary has the sole and exclusive right to use its corporate use, has the right and power to sell, and has taken reasonable measures to maintain and protect the Intellectual Assets; no claims have been asserted by any individual or entity with respect thereto or challenging or questioning the validity or effectiveness of any license or agreement with respect thereto, and, to the best of the Quantime Insiders' knowledge, there is no valid basis for any such claim. Neither Quantime nor Subsidiary is using confidential information or trade names secrets of any former employer of any past or present employees engaged in businesses of either Quantime or Subsidiary. The items described in Schedule 5.12 and the jurisdictions where it transacts businessother Intellectual Assets are adequate to conduct the businesses of each of Quantime and Subsidiary as presently conducted. Subject to the foregoing, Quantime owns good title to all of the Intellectual Assets.

Patents, Trademarks, Etc. To the best of the Company's knowledge, the Company and its subsidiaries own, or have the right to use all patents trademarks, service names, trade names, copyrights, licenses, trade secrets, information or other proprietary rights necessary to their business as now conducted or proposed to be conducted without conflict with or infringement of the rights of others, and have not received a notice that they are infringing upon or otherwise acting adversely to the right or claimed right of any person under or with respect to any of the foregoing, and to the Company's best knowledge there is no basis for any such claim. The Company owns, or possesses adequate licenses or other rights to use, all is not aware of any violation by a third party of any patents, trademarks, service marks, trade names and copyrights and names, copyrights, trade secrets, if any, necessary to conduct secrets or other proprietary rights of the Company or its business as now operated by itsubsidiaries. The Company is not aware that any employees of the Company or its subsidiaries are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreements, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or its subsidiaries or that would conflict with the business of the Company or its subsidiaries as proposed to be conducted (as described in the Company's Form 10-KSB for the fiscal year ended December 31, 1997). The Company does not believe it is or will be necessary for the Company or its subsidiaries to utilize any inventions of any of their employees made prior to the commencement of their employment, except for inventions that have been assigned to the Company or its subsidiaries. Schedule 3.9 hereto contains a complete list of the Company's and its subsidiaries' patents and registered trademarks, service marks, trade names, and copyrights, and all pending applications therefor. Except as set forth in Schedule 3.9 hereto, there are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company or its subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade names and trade secrets, if anylicenses, registered in the name of or owned or used by or licensed to the Company and applications for any thereof (hereinafter the “Intangibles”) are described or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all right, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents owned by the Company are owned by the Company and that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee of the Company or any relative or spouse of any such person owns any patents or patent applications or any inventions, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by or useful to the Company or related to the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as described in SCHEDULE 6.1.17. The Company has not been charged with, nor has it infringed, nor to the Seller’ knowledge is it threatened to be charged with infringement of, any patentinformation, proprietary rights and processes of any other person or trade secrets of others in the conduct of its business, and, to the date hereof, neither the Seller nor the Company has received any notice of conflict with or violation of the asserted rights in intangibles or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license, except as set forth in said SCHEDULE 6.1.17. The consummation of the transactions contemplated hereby will not alter or impair any rights of the Company in any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts businessentity.

Patents, Trademarks, Etc. The Company owns, and its Subsidiaries own or possesses adequate licenses are licensed or other rights otherwise have the right to use, use all patents, trademarks, service marks, trade names and copyrights and names, domain names, copyrights, know-how, trade secrets, if anylicenses, necessary franchises and other rights, including, without limitation, with respect to all software developed, owned or licensed by the Company (collectively, the "RIGHTS"), being used to conduct its business their businesses as now operated by itoperated. The patentsSCHEDULE 3.20 sets forth a complete list of licenses or other Contractual Obligations relating to the Company's and its Subsidiaries' Rights, trademarks, service marks, copyrights, trade names patents and trade secrets, if any, registered registrations and applications for registration of such Rights and material unregistered Rights used in the name conduct of or owned or used by or licensed to the business of the Company and applications for any thereof (hereinafter the “Intangibles”) are described its Subsidiaries. No Right or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all rightproduct, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents owned process, method, substance or other material presently sold by or employed by the Company or any of its Subsidiaries, or which the Company or any of its Subsidiaries contemplates selling or employing, infringes upon the Rights that are owned by others. No litigation is pending and no claim has been made against the Company and that or any of its Subsidiaries or, to the ownership of such patents will be transferred as part knowledge of the Company to Purchaser as part of Company, is threatened, contesting the transaction contemplated hereby. No officer, director, shareholder or employee right of the Company or any relative of its Subsidiaries to sell or spouse use any Right or product, process, method, substance or other material presently sold by or employed by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has asserted any claim of infringement, misappropriation or misuse by any Person of any such person owns any patents or patent applications Rights owned by the Company or any inventionsof its Subsidiaries or to which any of them have exclusive use. Except as set forth on SCHEDULE 3.20, secret formulae no employee, officer or processesconsultant of the Company or any of its Subsidiaries has any proprietary, financial or other interest in any Rights owned or used by the Company or its Subsidiaries in their businesses. Except as set forth on SCHEDULE 3.20, neither the 20 Company nor any of its Subsidiaries has any obligation to compensate any Person for the use of any Rights and neither the Company nor any of its Subsidiaries has granted any license or other right to use any of the Rights of the Company or it Subsidiaries, whether requiring the payment of royalties or not. The Company and its Subsidiaries have taken all reasonable measures to protect and preserve the security, confidentiality and value of their Rights, including trade secrets and other confidential information, including, without limitation, all algorithms, methods, technology or know-how incorporated or embedded in, or underlying, software licensed by the Company to third parties. All trade secrets and other confidential information of the Company and its Subsidiaries are presently valued and protectible and are not part of the public domain or knowledge, nor have they been used, divulged or appropriated for the benefit of any Person other than the Company or its Subsidiaries or otherwise to the detriment of the Company or its Subsidiaries. No employee or consultant of the Company or its Subsidiaries has used any trade secrets or other similar rights, nor is confidential information of any other Person in the course of them a party to any license agreement, used by or useful to his work for the Company or related to its Subsidiaries. To the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standingCompany's knowledge, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as described in SCHEDULE 6.1.17. The Company has not been charged with, nor has it infringed, nor to the Seller’ knowledge is it threatened to be charged with infringement of, any no patent, proprietary rights invention, device, principle or trade secrets of others in any statute, law, rule, regulation, standard or code is pending or proposed which would restrict the conduct of its business, and, Company's or any Subsidiary's ability to the date hereof, neither the Seller nor the Company has received use any notice of conflict with or violation of the asserted rights in intangibles or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license, except as set forth in said SCHEDULE 6.1.17. The consummation of the transactions contemplated hereby will not alter or impair any rights of the Company in any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts businessRights.

Patents, Trademarks, Etc. The Company owns(a) Except as set forth in Section 3.24(a) of the EVG Disclosure Schedule, EVG owns exclusively or has the exclusive right, or possesses adequate licenses prior to the Closing Date will own exclusively or other rights have the exclusive right to use, free and clear of all liens, charges, claims and restrictions, all technology, software, software tools, patents, trade secrets, trademarks, service marks, trade names, copyrights, licenses, domain names and copyrights other intangible rights and trade secrets, if any, proprietary information necessary to conduct for its business as now operated by it. The patentsconducted or currently proposed to be conducted ("Intellectual Property Rights"), trademarks, service marks, copyrights, trade names and trade secrets, if any, registered in the name of is not infringing upon or owned or used by or licensed otherwise acting adversely to the Company and applications for right or claimed right of any thereof (hereinafter person under or with respect to any of the “Intangibles”) are described foregoing, including, but not limited to, any right or referenced in SCHEDULE 6.1.17claimed right of any of Roessler's former employers. Seller hereby specifically acknowledge Without limiting the generality of the xxxxxxxxx, EVG further represents that all it owns exclusively or has the exclusive right, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents owned by the Company are owned by the Company and that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee of the Company or any relative or spouse of any such person owns any patents or patent applications or any inventions, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by or useful prior to the Company Closing Date will own exclusively or related have the exclusive right to the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standinguse, are free and clear of all liens, security interests, charges, restrictions claims and encumbrances restrictions, all technology, software, software tools, patents, trade secrets, trademarks, service marks, trade names, copyrights, licenses, domain names and other intangible rights and proprietary information necessary for the manufacture and sale of Xtremegamut papers, inks and other consumables and is not infringing upon or otherwise acting adversely to the right or claimed right of any kind whatsoeverperson under or with respect to the foregoing. Section 3.24(a) of the EVG Disclosure Schedule identifies each patent, trademark registration, service mark registration and copyright registration with respect to the Ixxxxlectual Property Rights, or application for any of the foregoing, which is owned or licensed by EVG, has been issued to EVG or has been submitted by EVG for issuance and lists the application and registration number, date of application, date of registration, names of all assignors and registered owners and the country of filing for each such right, if applicable. To the knowledge of EVG and the Shareholders, (i) all applications for registration of such Intellectual Property Rights were true and accurate at the time of filing; and (ii) all fees to maintain such Intellectual Property Rights including, without limitation, registration, maintenance and prosecution fees, and all professional fees incurred in connection therewith, have not been licensed to any third party except as described in SCHEDULE 6.1.17paid. The Company has not been charged with, nor has it infringed, nor Intellectual Property Rights constitute all the intellectual property used in and/or necessary to the Seller’ knowledge is it threatened to be charged with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, and, to EVG's business as it is currently conducted and all intellectual property required for products under development by EVG as of the date hereof, neither the Seller nor the Company has received any notice of conflict with or violation . Section 3.24(a) of the asserted rights in intangibles or trade secrets EVG Disclosure Schedule includes a list of others. The Company is not now manufacturing any goods under a present permit, franchise or license, except as set forth in said SCHEDULE 6.1.17. The consummation of the transactions contemplated hereby will not alter or impair any rights of the Company in any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts businessall Intellectual Property Rights.

Patents, Trademarks, Etc. Set forth in SCHEDULE 3.10 hereto is a list and brief description of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and copyrights, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company owns, owns or possesses adequate all required licenses or other rights to useuse all Intellectual Property necessary, all patentsdesirable, trademarks, service marks, trade names and copyrights and trade secrets, if any, necessary to or used in the conduct of its business as now operated by it. The patentsconducted, trademarks, service marks, copyrights, trade names and trade secrets, if any, registered in the name of or owned or used by or licensed to the Company and applications for any thereof (hereinafter the “Intangibles”) are described or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all right, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents owned by the Company are owned by the Company and that the ownership of such patents will be transferred as part best knowledge of the Company without independent investigation, no claim is pending or threatened to Purchaser as part of the transaction contemplated hereby. No officereffect that the operations, director, shareholder products or employee services of the Company or any relative Company Intellectual Property infringe upon or spouse conflict with the asserted rights of any other person in any Intellectual Property, and there is no basis for any such person owns claim (whether or not pending or threatened). To the best knowledge of the Company without independent investigation, no claim is pending or threatened to the effect that any patents right in Company Intellectual Property, or patent applications Intellectual Property which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and there is no basis for any inventions, secret formulae such claim (whether or processes, trade secrets not pending or other similar rights, nor is any of them a party to any license agreement, used by or useful threatened). All prior art known to the Company which may be or related may have been pertinent to the Business except as examination of any United States patent or patent application listed in SCHEDULE 6.1.173.10 hereto has been cited to the United States Patent and Trademark Office. All To the best of said Intangibles are valid the Company's knowledge, all technical information developed by and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have belonging to the Company that has not been licensed to any third party except as described in SCHEDULE 6.1.17patented has been kept confidential. The Company has not been charged with, nor has it infringed, nor granted or assigned to the Seller’ knowledge is it threatened any other person or entity any right to be charged with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, and, to the date hereof, neither the Seller nor the Company has received any notice of conflict with or violation of the asserted rights in intangibles or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license, except as set forth in said SCHEDULE 6.1.17. The consummation of the transactions contemplated hereby will not alter or impair any rights of the Company in any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and have manufactured, assemble, distribute, license or sell the products and or proposed products or to provide the services heretofore provided by it so that such products and or proposed services meet applicable specifications and conform with of the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts businessCompany.

Patents, Trademarks, Etc. The Company owns(a) SECTION 4.11 of the Schedule correctly lists all domestic and foreign letters patent, or possesses adequate patent applications, patent, technology and know-how licenses or other rights to useand royalty agreements, all patentstrade names, trademark (including service xxxx) registrations and applications, common law trademarks, service marks, trade names trademark licenses and copyrights and trade secrets, if any, necessary to conduct its business as now operated by it. The patents, trademarks, service marksroyalty agreements, copyrights, trade names copyright registrations and trade secretsapplications and copyright licenses and royalty agreements ("INTELLECTUAL PROPERTY") used or held by the Company or any of its Subsidiaries. Unless otherwise indicated in SECTION 4.11 of the Schedule, if any, registered the Company or such Subsidiary either owns or has the right to use (in the name of or owned or manner presently being used by or licensed to the Company or such Subsidiary) by license, sublicense, agreement, or permission all of the Intellectual Property set forth on SECTION 4.11 of the Schedule. Except as otherwise set forth in SECTION 4.11 of the Schedule, the Company has not granted a license, nor reached an understanding with any person, nor entered into a written agreement, relating in whole or in part, to any of the Intellectual Property used in connection with the conduct of the Company's business, and applications for there has been no assertion thereof by any thereof (hereinafter Person. To the “Intangibles”) are described Company's Knowledge, there is no infringement or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all right, title and interest in and other adverse claim against the rights of the Company with respect to all patents listed on SCHEDULE 6.1.17 as patents any of the Intellectual Property used or owned by the Company are owned by the Company and that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee of the Company or any relative or spouse of any such person owns any patents or patent applications or any inventions, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by or useful to the Company or related to the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as described in SCHEDULE 6.1.17. The Company has not been charged with, nor has it infringed, nor to the Seller’ knowledge is it threatened to be charged connection with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, and. None of the Intellectual Property is subject to any pending or, to the date hereofCompany's Knowledge, neither the Seller nor the Company has received any notice of conflict with threatened litigation or violation of the asserted rights in intangibles or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license, other adverse claims except as set forth in said SCHEDULE 6.1.17SECTION 4.11 of the Schedule. The Neither the Company nor any of its Subsidiaries has received notice that the use by it of such Intellectual Property may infringe upon or conflict with any intellectual property rights of any person. Subject to securing the consents, waivers and approvals set forth in SECTION 4.11 of the Schedule, the execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby Merger will not alter give to any person any interests or impair any rights, including rights of termination or cancellation, in or with respect to any of the Intellectual Property owned, used or held by the Company or any of its Subsidiaries in any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and connection with the conduct of the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts 's business.

Patents, Trademarks, Etc. The Company owns, or possesses adequate licenses or other rights to use, (a) Set forth on Schedule 2.14 is a list and brief description of all ------------- patents, patent rights, patent applications, trademarks, trademark applications, service marks, trade names and copyrights and trade secrets, if any, necessary to conduct its business as now operated by it. The patents, trademarks, service marks, copyrightsxxxx applications, trade names and trade secretsregistered copyrights, if anyand all applications for such that are in the process of being prepared, owned by or registered in the name of the Company, or owned of which the Company is a licensor or used by licensee or licensed in which the Company has any right, and in each case a brief description of the nature of such right and the expiration date thereof or the date on which the Company's rights therein terminates. The Company owns or possesses sufficient legal rights to all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, customer lists, proprietary rights and know how (collectively, the "Intellectual ------------ Property") necessary or desirable to the Company conduct of its business as conducted -------- and applications for as proposed to be conducted. The Company's use of said Intellectual Property does not require the consent of any thereof (hereinafter other Person and the “Intangibles”) are described or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all right, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents Intellectual Property is owned exclusively by the Company are owned by the Company and that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officerCompany, director, shareholder or employee of the Company or any relative or spouse of any such person owns any patents or patent applications or any inventions, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by or useful to the Company or related to the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and any liens or encumbrances of any kind whatsoever, and have not been licensed to any third party except as described in SCHEDULE 6.1.17other Person. The Company has not been charged withreceived any communications alleging that, nor has it infringed, nor to the Seller’ knowledge and no claim is it threatened to be charged with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, andpending or, to the date hereofknowledge of the Company, neither threatened to the Seller nor effect that, the operations of the Company has received any notice of infringe upon or conflict with or violation of the asserted rights in intangibles of any other Person under any Intellectual Property, and there is no basis known to the Company for any such claim (whether or trade secrets of othersnot pending or threatened). The Company No claim is not now manufacturing any goods under a present permitpending or, franchise or license, except as set forth in said SCHEDULE 6.1.17. The consummation to the knowledge of the transactions contemplated hereby will Company, threatened to the effect that any such Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and there is no basis known to the Company for any such claim (whether or not alter pending or impair any rights threatened). To the knowledge of the Company in any such Intangibles or in any such permitCompany, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles all technical information developed by and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that belonging to the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company which has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts businessnot been patented or copywritten has been kept confidential.

Patents, Trademarks, Etc. The Company owns, or possesses adequate licenses or other rights to use, (a) Schedule 3.11 attached hereto sets forth a complete and accurate listing of all United States and foreign patents, trademarks, trade names, service marks, trade names marks and copyrights and trade secrets(collectively, if anythe "Intellectual Property") owned, necessary to conduct its business as now operated by it. The patentslicensed, trademarks, service marks, copyrights, trade names and trade secrets, if any, registered used or held for use in the name of or owned or used by or licensed to the Company and applications for any thereof (hereinafter the “Intangibles”) are described or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all right, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents owned by the Company are owned by the Company and that the ownership of such patents will be transferred as part conduct of the Company to Purchaser as part businesses of the transaction contemplated hereby. No officerSeller, directorwhether registered or unregistered, shareholder or employee of the Company or and any relative or spouse of any such person owns any patents or patent applications or any inventionsregistrations therefor. Except as set forth in Schedule 3.11, secret formulae or processesthe Seller solely owns and has the exclusive right to use, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by or useful to the Company or related to the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and any payments or encumbrances of any kind whatsoever, and have not been licensed which in the aggregate are material to any third party except as described in SCHEDULE 6.1.17. The Company has not been charged with, nor has it infringed, nor to the Seller’ knowledge is it threatened to be charged with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, and, to the date hereof, neither the Seller nor the Company has received any notice of conflict with or violation business of the asserted rights in intangibles or trade secrets of othersSeller, all such Intellectual Property. The Company is not now manufacturing any goods under a present permit, franchise or license, except Except as set forth in said SCHEDULE 6.1.17. The consummation Schedule 3.11, there is no claim or demand of any person pertaining to, or any proceedings which are pending or, to the knowledge of the transactions contemplated hereby will not alter or impair any Seller, threatened, which challenge the exclusive rights of the Company Seller in respect of any Intellectual Property whether registered or unregistered. Except as set forth in Schedule 3.11, no Intellectual Property is subject to any agreement restricting the use thereof or any outstanding order, ruling, decree, judgment or stipulation by or with any court, arbitrator or administrative agency, and none of the Intellectual Property infringes the intellectual property rights of others or, to the knowledge of the Seller, is being infringed by others or is used by others (whether or not such Intangibles use constitutes infringement). There are no agreements or licenses between the Seller and any other person or entity which may have been terminated or expired prior to the date hereof and under which the Seller has granted rights or licenses in the Intellectual Property to such other persons or entities or granted an option to acquire such rights or licenses, which rights or licenses or the option to acquire the same survived such termination or expiration. Except as set forth in Schedule 3.11, no person or entity has any such permitlicenses under any of the Intellectual Property. Notwithstanding the foregoing, franchise the Seller makes no representation or licensewarranty as to the registrability or enforceability of any Intellectual Property for which registration has not been sought or for which registration has not been granted, except as described or which is not presently being used by the Seller in SCHEDULE 6.1.17conducting its business. The Intangibles Moreover, the Seller makes no representation or warranty with regard to the use of the Intellectual Property with goods and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore not presently provided by or not presently proposed to be provided by the Seller in its business as it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts businessis now conducted.

Patents, Trademarks, Etc. The SCHEDULE 5.23 sets forth a correct and complete list of (i) all patents, trademarks, trade names, service marks, copyright registrations, and applications therefor now used, or presently proposed to be used in the business of the Company ownsand the Subsidiaries, and (ii) a complete list of licenses or other contracts relating to the Company's or any Subsidiary's rights relating to the foregoing or any registration thereof. Except as disclosed on SCHEDULE 5.23; (i) each of the Company or the Subsidiaries owns or possesses adequate licenses or other valid rights to use, use (without the making of any payment to others or the obligation to grant rights to others in exchange) all patents, trademarks, service marks, trade names and copyrights and trade secrets, if any, necessary to conduct its business as now operated by it. The patents, trademarksnames, service marks, copyrightscopyright registrations, trade names know-how and trade secretsother proprietary information ("INTELLECTUAL PROPERTIES") necessary to the conduct of its business as presently being or proposed to be conducted, if any, registered except where the failure to have such licenses or rights would not singly or in the name aggregate have a material adverse effect on the condition of the Company, (ii) the validity of the Intellectual Properties and the title thereto of the Company or the Subsidiaries, as the case may be, is not being questioned in any claim to which the Company or the Subsidiaries is a party or subject, nor, to the knowledge of the Company, is any such claim threatened; (iii) to the knowledge of the Company, the conduct of the business of each of the Company and the Subsidiaries as now conducted does not and will not infringe or conflict with any Intellectual Properties of others; (iv) to the knowledge of the Company, there is no use of any Intellectual Properties owned or used by or licensed to the Company and applications for any thereof (hereinafter or the “Intangibles”) are described or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge Subsidiaries that all rightis now being made, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents owned except by the Company are owned or the Subsidiaries or by any person duly licensed by the Company or the Subsidiaries to use the same name; and that the ownership (v) no infringement by others of such patents will be transferred as part of any Intellectual Properties owned by or licensed by or to the Company or the Subsidiaries is known to Purchaser the Company. Except as part of the transaction contemplated hereby. No officerset forth as SCHEDULE 5.23, directorall patents, shareholder patent applications, rights to inventions and other Intellectual Properties owned or held by any employee of the Company or any relative Subsidiary and used in the business of the Company or spouse any Subsidiary in any manner have been duly and effectively transferred to the Company or a Subsidiary, except for such Intellectual Properties which, individually or in the aggregate, are not material to the business of the Company and its Subsidiaries. Except as set forth on SCHEDULE 5.23, neither the Company nor any of its Subsidiaries has any obligation to compensate any Person for the use of any such person owns Intellectual Properties and neither the Company nor any patents of its Subsidiaries has granted any license or patent applications other right to use any of the Intellectual Properties of the Company or it Subsidiaries, whether requiring the payment of royalties or not. The Company and its Subsidiaries have taken all reasonable measures to protect and preserve the security, confidentiality and value of their Intellectual Properties, including trade secrets and other confidential information. All trade secrets and other confidential information of the Company and its Subsidiaries are not part of the public domain, nor to the Company's knowledge have they been used, divulged or appropriated for the benefit of any inventions, secret formulae Person other than the Company or processes, its Subsidiaries or otherwise to the detriment of the Company or its Subsidiaries. No employee or consultant of the Company or its Subsidiaries has used any trade secrets or other similar rights, nor is confidential information of any other Person in the course of them a party to any license agreement, used by or useful to his work for the Company or related to the Business except as listed in SCHEDULE 6.1.17its Subsidiaries. All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as described in SCHEDULE 6.1.17. The Company has not been charged with, nor has it infringed, nor to the Seller’ knowledge is it threatened to be charged with infringement of, any No patent, proprietary rights invention, device, principle or trade secrets of others in any statute, law, rule, regulation, standard or code is pending or proposed which would restrict the conduct of its business, and, Company's or any Subsidiary's ability to the date hereof, neither the Seller nor the Company has received use any notice of conflict with or violation of the asserted rights in intangibles or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license, except as set forth in said SCHEDULE 6.1.17. The consummation of the transactions contemplated hereby will not alter or impair any rights of the Company in any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts businessIntellectual Properties.

Patents, Trademarks, Etc. (a) Schedule 3.12 hereto sets forth a list of all Universal Resource Locators ("URLs"), domestic and foreign patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names and copyrights owned by or registered xx xhe name of the Company or any Subsidiary, or with respect to which the Company or any Subsidiary is a licensor or licensee (and all applications therefor that are in the process of being prepared by or on behalf of the Company or any Subsidiary). The Company ownsand each of its Subsidiaries, owns or possesses adequate licenses or other rights to useuse all URLs, all patents, trademarks, service marks, trade names and copyrights and names, copyrights, manufacturing processes, formulae, trade secrets, if anycustomer lists and know-how (collectively, "Intellectual Property") listed on Schedule 3.12 and all Intellectual Property necessary to the conduct its business of their respective businesses as now operated by itpresently conducted or proposed to be conducted. The patents, trademarks, service marks, copyrights, trade names No claim is pending and trade secrets, if any, registered in neither the name of or owned or used by or licensed Company nor any Subsidiary has received written notice from any third party to the Company and applications for any thereof (hereinafter the “Intangibles”) are described or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all right, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents owned by the Company are owned by the Company and effect that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee operations of the Company or any relative Subsidiary infringe upon or spouse conflict with the asserted rights of any person under any Intellectual Property, and to the best knowledge of the Company there is no basis for any such person owns claim to be made or notice to be given. No claim is pending and neither theCompany nor any patents Subsidiary has received written notice from any third party to the effect that any such Intellectual Property used under color of ownership or patent applications licensed by the Company or any inventionsSubsidiary, secret formulae or processeswhich the Company or any Subsidiary uses or otherwise believes it has the right to use is invalid or unenforceable by the Company or any Subsidiary, trade secrets and there is no basis for any such claim to be made or other similar rights, nor is any of them a party notice to any license agreement, used be given. All technical information developed by or useful and belonging to the Company or related to the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as described in SCHEDULE 6.1.17. The Company Subsidiary that has not been charged with, nor patented has it infringed, nor to the Seller’ knowledge is it threatened to be charged with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, and, to the date hereof, neither the Seller nor been kept confidential. Neither the Company nor any Subsidiary has received granted or assigned to any notice of conflict with other person or violation of the asserted rights in intangibles entity any right to sell or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license, except as set forth in said SCHEDULE 6.1.17. The consummation of the transactions contemplated hereby will not alter or impair any rights of the Company in any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore provided offered by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts businessor any Subsidiary.

Patents, Trademarks, Etc. Set forth in Schedule 4.8 of the Disclosure Schedules, and incorporated herein, is a list of all domestic and foreign patents, patent rights, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names, copyrights and software licenses, and all applications for such which are in the process of being prepared, owned by or registered in the name of the Company or any Subsidiary, or of which the Company or any Subsidiary is a licensor or licensee or in which the Company or any Subsidiary has any right. The Company owns, and any Subsidiary owns or possesses adequate licenses or other rights to use, use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, trade names and copyrights and names, copyrights, manufacturing processes, formulae, trade secrets, if anycustomer lists, software licenses and know how (collectively, "Intellectual Property") necessary to the conduct of its business as now operated by it. The patentscurrently conducted, trademarksand no claim is pending or, service marks, copyrights, trade names and trade secrets, if any, registered in the name of or owned or used by or licensed to the Company and applications for any thereof (hereinafter knowledge of the “Intangibles”) are described or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all rightCompany, title and interest in and threatened to all patents listed on SCHEDULE 6.1.17 as patents owned by the Company are owned by the Company and effect that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee operations of the Company or any relative Subsidiary infringe upon or spouse conflict with the asserted rights of any such other person owns under any patents Intellectual Property used, owned or patent applications or any inventions, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used licensed by or useful to the Company or related to the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as described in SCHEDULE 6.1.17. The Company has not been charged with, nor has it infringed, nor to the Seller’ knowledge is it threatened to be charged with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its businessCompany, and, to the date hereofSellers' and Company's knowledge, neither there is no basis for any such claim (whether or not pending or threatened). To the Seller nor knowledge of the Company, no claim is pending or threatened to the effect that any such Intellectual Property owned or licensed by the Company has received or any notice of conflict with Subsidiary, or violation of the asserted rights in intangibles or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license, except as set forth in said SCHEDULE 6.1.17. The consummation of the transactions contemplated hereby will not alter or impair any rights of which the Company in or any such Intangibles Subsidiary otherwise has the right to use, is invalid or in unenforceable by the Company or any such permitSubsidiary, franchise or licenseand, except as described in SCHEDULE 6.1.17. The Intangibles to the Sellers' and the Company’s tooling's knowledge, manufacturing there is no basis for any such claim (whether or not pending or threatened). All prior art known to Griffin, Lash, Xxxxxxxxx and engineering drawingsXxxx (who are collectively referred to as the "Inventors") which may be or may have been, process sheetsto the Inventors' knowledge, specifications, bills pertinent to the examination of material any United States patent or patent application listed in Schedule 4.8 of the Disclosure Schedules has been cited to the United States Patent and other like information and data are in such form and of such quality that the Company can design, produce, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts businessTrademark Office.

Patents, Trademarks, Etc. The Company ownshas sufficient title to and ownership of, or can obtain on terms which will not adversely affect its business, all franchises, permits, licenses, and other similar authority necessary for the conduct of its business as now being conducted and as planned to be conducted, and it is not in default under any of such franchises, permits, licenses, and other similar authority. The Company possesses adequate licenses or other rights to use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service mxxx applications, trade names and copyrights and names, copyrights, formulae, trade secrets, if anyand know how (collectively, "Intellectual Property") necessary or desirable to the conduct of its business as now operated conducted and as proposed to be conducted, and no claim is pending or, to the knowledge of the Company and the Founders, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and, to the knowledge of the Company and the Founders, there is no basis for any such claim (whether or not pending or threatened). No claim is pending or threatened to the effect that any such Intellectual Property owned or licensed by itthe Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the knowledge of the Company and the Founders, there is no basis for any such claim (whether or not pending or threatened). The patentsCompany is not aware of any third party which is infringing or violating any of the Intellectual Property of the Company. To the knowledge of the Company and the Founders, trademarks, service marks, copyrights, trade names all technical information developed by and trade secrets, if any, registered in the name of or owned or used by or licensed belonging to the Company and applications for any thereof (hereinafter the “Intangibles”) are described or referenced in SCHEDULE 6.1.17. Seller hereby specifically acknowledge that all right, title and interest in and to all patents listed on SCHEDULE 6.1.17 as patents owned by the Company are owned by the Company and that the ownership of such patents will be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee of the Company or any relative or spouse of any such person owns any patents or patent applications or any inventions, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by or useful to the Company or related to the Business except as listed in SCHEDULE 6.1.17. All of said Intangibles are valid and in good standing, are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have which has not been licensed to any third party except as described in SCHEDULE 6.1.17patented has been kept confidential. The Company has not been charged with, nor has it infringed, nor granted or assigned to the Seller’ knowledge is it threatened to be charged with infringement of, any patent, proprietary rights other person or trade secrets of others in the conduct of its business, and, to the date hereof, neither the Seller nor the Company has received entity any notice of conflict with or violation of the asserted rights in intangibles Intellectual Property or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license, except as set forth in said SCHEDULE 6.1.17. The consummation of the transactions contemplated hereby will not alter or impair any rights of the Company in any such Intangibles or in any such permit, franchise or license, except as described in SCHEDULE 6.1.17. The Intangibles and the Company’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality that the Company can design, produce, right to manufacture, assemble and have manufactured, assemble, or sell the products and or proposed products or to provide the services heretofore provided by it so that such products and or proposed services meet applicable specifications and conform with of the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts business.CompaSection 2.13