Common use of Proprietary Assets Clause in Contracts

Proprietary Assets. (a) The Parent Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 per year with respect to each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations by any Person (except for any Proprietary Asset that is licensed to the Parent Corporations under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Corporations have good, valid and marketable title to all of the Parent Corporation Proprietary Assets (except for licensed assets), free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent Corporations. The Parent Corporations have a valid right to use, license and otherwise exploit all Parent Corporation Proprietary Assets. Except as set forth in the Parent Disclosure Schedule, none of the Parent Corporations has developed jointly with any other Person any Parent Corporation Proprietary Asset that is material to the business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth in the Parent Disclosure Schedule, there is no Parent Corporation Contract pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation Proprietary Asset.

Proprietary Assets. (a) The Parent Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental BodyBody and material to the business of the Acquired Corporations, (i) a brief description of such Proprietary Asset, Asset and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies lists any Contract containing any ongoing royalty or payment obligations in excess of $25,000 50,000 per year annum with respect to each Proprietary Asset that is licensed or otherwise made available to the Parent Acquired Corporations by any Person (except for any Proprietary Asset that is licensed to the Parent Acquired Corporations under any third party software license generally available to the publicpublic for a one time fee), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Acquired Corporations have good, good and valid and marketable title to all of the Parent Corporation Proprietary Assets (except for licensed assets)owned by the Acquired Corporations and material to their business, free and clear of all Encumbrances, Encumbrances except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract Encumbrances arising from the value of the assets subject thereto or materially impair the operations of any of the Parent CorporationsCompany's credit agreements. The Parent Acquired Corporations have a valid right to useuse as a licensee all Proprietary Assets identified in Part 2.9(a)(ii) of the Company Disclosure Schedule, license subject to the Bankruptcy and otherwise exploit all Parent Corporation Proprietary AssetsEquity Exception. Except as set forth in Part 2.9(a)(iii) of the Parent Company Disclosure Schedule, none of the Parent Acquired Corporations has developed jointly with any other Person any Parent Corporation Proprietary Asset that is owned by the Acquired Corporations and material to the their business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth in Part 2.9(a)(iv) of the Parent Company Disclosure Schedule, there is no Parent Acquired Corporation Contract pursuant to which any Person (other than an Acquired Corporation) has any right (whether or not currently exercisable) to use, license or otherwise exploit any Proprietary Asset owned by the Acquired Corporations and material to their business. The Company has delivered to Parent Corporation a copy of all Contracts, including all amendments thereto, which relate to the material Proprietary AssetAssets owned or used by any Acquired Corporation.

Proprietary Assets. (a) The Part 3.9(a)(i) of the Parent Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Part 3.9(a)(ii) of the Parent Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 per year 10,000 with respect to to, each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations by any Person (except for any Proprietary Asset that is licensed to the Parent Corporations under any third party software license generally available to the publicpublic at a price per central processing unit of not less than $5,000), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent. To the knowledge of Parent, Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Corporations have has good, valid and marketable title to all of the Parent Corporation Proprietary Assets (except for licensed assets)identified in Part 3.9(a)(i) of the Parent Disclosure Schedule and to all other Proprietary Assets that Parent purports to own, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any Parent. To the knowledge of the Parent, Parent Corporations. The Parent Corporations have has a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 3.9(a)(ii) of the Parent Corporation Proprietary AssetsDisclosure Schedule. Except as set forth in Part 3.9(a)(iii) of the Parent Disclosure Schedule, none of the Parent Corporations has not developed jointly with any other Person any Parent Corporation Proprietary Asset that is material to the business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth in Part 3.9(a)(iv) of the Parent Disclosure Schedule, to Parent's knowledge there is no Parent Corporation Contract pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation Proprietary Asset.

Proprietary Assets. (a) The Parent Section 2.7(a) of the Company Disclosure Schedule Letter sets forthforth all U.S. and foreign patents, with respect to each Proprietary Asset patent applications, registered trademarks, trademark applications, registered copyrights, copyright applications and domain names owned by the Parent Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by Acquired Companies that are material to and used in the applicable registration business, operations or applicationproducts of the Acquired Companies. The Parent Section 2.7(a) of the Company Disclosure Schedule identifies and provides a brief description ofLetter sets forth any one-time, and identifies any ongoing royalty or other payment obligations in excess of $25,000 per year with respect to each Proprietary Asset that is Assets licensed to or otherwise made available to the Parent Corporations by any of the Acquired Companies by or to any Person (except for any Proprietary Asset that is licensed to the Parent Corporations under any third party software license generally available to the public), and identifies the Contract under which each such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per yearAcquired Company. The Parent Corporations Acquired Companies have good, good and valid and marketable title to all of the Parent Corporation Acquired Company Proprietary Assets (except for licensed assets)identified or required to be identified in Section 2.7(a) of the Company Disclosure Letter, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets Acquired Company Proprietary Asset subject thereto or materially impair the operations of any of the Parent CorporationsAcquired Companies. The Parent Corporations Acquired Companies own or have a valid right to use, subject to any relevant license and otherwise exploit agreement(s) disclosed in Section 2.7(a) of the Company Disclosure Letter, all Parent Corporation Proprietary Assets. Except as set forth Assets that are used in the Parent Disclosure Schedulebusiness, none operations or products of the Parent Corporations Acquired Companies, except to the extent that a failure by the Company to so own or have the valid right to use any such Proprietary Asset would not, individually or in the aggregate, be material to the Acquired Companies. None of the Acquired Companies has developed jointly with any other Person any Parent Corporation Acquired Company Proprietary Asset that is material to the business of the Parent Corporations Acquired Companies and with respect to which such other Person has any rights. Except as set forth , and no employee, officer or director of any Acquired Company owns or has rights in or to any Proprietary Assets that are used in the Parent Disclosure Schedulebusiness, there is no Parent Corporation Contract pursuant operations or products of the Acquired Companies, except to which the extent that a failure by the Company to so own or have the valid right to use any Person has any right (whether such Proprietary Asset would not, individually or not currently exercisable) in the aggregate, be material to use, license or otherwise exploit any Parent Corporation Proprietary Assetthe Acquired Companies.

Proprietary Assets. (a) The Parent Part 3.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by any of the Parent Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, Body and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 3.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description ofeach Proprietary Asset owned by any of the Acquired Corporations that is material to the business of the Acquired Corporations. Part 3.9(a)(iii) of the Company Disclosure Schedule identifies, and identifies any ongoing annual royalty or payment obligations in excess of $25,000 10,000 per fiscal year with respect to to, each Proprietary Asset that is licensed or otherwise made available to any of the Parent Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to the Parent Corporations any Acquired Corporation under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Acquired Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Acquired Corporations have good, good and valid and marketable title to all of the Parent Acquired Corporation Proprietary Assets (except for licensed assets)identified or required to be identified in Parts 3.9(a)(i) and 3.9(a)(ii) of the Company Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets Acquired Corporation Proprietary Assets subject thereto or materially impair the operations of any of the Parent Acquired Corporations. The Parent Acquired Corporations have a valid right to use, license and otherwise exploit all Parent Corporation Proprietary AssetsAssets identified in Part 3.9(a)(iii) of the Company Disclosure Schedule. Except as set forth in Part 3.9(a)(iv) of the Parent Company Disclosure Schedule, none of the Parent Acquired Corporations has developed jointly with any other Person any Parent Acquired Corporation Proprietary Asset that is material to the business of the Parent Acquired Corporations and with respect to which such other Person has any rights. Except as set forth in Part 3.9(a)(v) of the Parent Company Disclosure Schedule, there is no Parent Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Acquired Corporation Proprietary Asset.

Proprietary Assets. (a) The Parent Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by any of the Parent Corporations AAHoldings Entities and registered with any Governmental Body or for which an application has been filed with any Governmental Body, : (i) a brief description of such Proprietary Asset, ; and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of all other Proprietary Assets owned by any of the AAHoldings Entities that are material to the respective businesses of the AAHoldings Entities. Part 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 per year 10,000 with respect to to, each Proprietary Asset that is licensed or otherwise made available to any of the Parent Corporations AAHoldings Entities by any Person and is material to the respective businesses of the AAHoldings Entities (except for any Proprietary Asset that is licensed to any of the Parent Corporations AAHoldings Entities under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per yearAAHoldings Entity. The Parent Corporations AAHoldings Entities have good, good and valid and marketable title to all of the Parent Corporation AAHoldings Entity Proprietary Assets (except for licensed assets)identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the Company Disclosure Schedule, free and clear of all Encumbrances, except for for: (i) any lien for current taxes not yet due and payable, ; and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent CorporationsAAHoldings Entities. The Parent Corporations AAHoldings Entities have a valid right to use, license and otherwise exploit all Parent Corporation Proprietary AssetsAssets identified in Part 2.9(a)(iii) of the Company Disclosure Schedule. Except as set forth in Part 2.9(a)(iv) of the Parent Company Disclosure Schedule, none of the Parent Corporations AAHoldings Entities has developed jointly with any other Person any Parent Corporation AAHoldings Entity Proprietary Asset that is material to the business respective businesses of the Parent Corporations AAHoldings Entities with respect to which such other Person has any rights. Except as set forth in Part 2.9(a)(v) of the Parent Company Disclosure Schedule, there is no Parent Corporation AAHoldings Entity Contract (with the exception of end user license agreements in the form previously delivered by the Company to Brainworks) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation AAHoldings Entity Proprietary Asset.

Proprietary Assets. (a) The Parent Part 2.11(a)(i) of the Seller Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Corporations Seller and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 2.11(a)(ii) of the Seller Disclosure Schedule identifies and provides a brief description of each material Proprietary Asset owned by the Seller that is not otherwise listed in Part 2.11(a)(i) of the Seller Disclosure Schedule. Part 2.11(a)(iii) of the Seller Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 per year 10,000 with respect to to, each Proprietary Asset included in the Assets that is licensed or otherwise made available to the Parent Corporations Seller by any Person (except for any Proprietary Asset that is licensed to the Parent Corporations Seller under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per yearSeller. The Parent Corporations have good, Seller has good and valid and marketable title to all of the Parent Corporation Seller Proprietary Assets (except for licensed assets)included in the Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent CorporationsPermitted Liens. The Parent Corporations have Seller has a valid right to useuse (and in the case of patents, license the right to exclude the use by third parties and the right to sublicense), modify, manufacture, offer to sell, sell, import and otherwise exploit all Parent Corporation Proprietary Assets identified in Part 2.11(a)(iii) of the Seller Disclosure Schedule on an exclusive basis (except for any Proprietary Asset that is licensed to the Seller under any third party software license generally available to the public). The Seller is not obligated to make any payment to any Person for the manufacture, use, sale, import or other exploitation of any Seller Proprietary Asset included in the Assets. Except as set forth in the Parent Disclosure Schedule, none of the Parent Corporations The Seller has not developed jointly with any other Person any Parent Corporation Seller Proprietary Asset that is material to included in the business of the Parent Corporations Assets and with respect to which such other Person has any rights. Except as set forth in the Parent Disclosure Schedule, there There is no Parent Corporation Assigned Contract pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation Seller Proprietary AssetAsset included in the Assets. No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Seller Proprietary Asset included in the Assets.

Proprietary Assets. (aA) The Part 4.11 (a)(i) of the Parent Disclosure Schedule sets forth, with respect to each Parent Proprietary Asset owned by the Parent Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Other than unregistered trademarks, trade names and service marks (collectively, the "Parent Unregistered Trademarks"), Part 4.11 (a)(ii) of the Parent Disclosure Schedule identifies and provides a brief description ofof all other Parent Proprietary Assets owned by the Parent. Part 4.11 (a)(ii) of the Parent Disclosure Schedule also discloses all Parent Unregistered Trademarks that have been and are currently being used by the Parent in the ordinary course of business. Parent has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement or unlawful use of any Parent Unregistered Trademark. Part 4.11 (a)(iii) of the Parent Disclosure Schedule identifies and identifies any ongoing royalty or payment obligations in excess provides a brief description of $25,000 per year with respect to each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations by any Person (except for any Proprietary Asset that is licensed to the Parent Corporations under any third party software license generally available to the publicpublic at a cost of less than $5,000), and identifies the Contract license agreement under which such Proprietary Asset is being licensed or otherwise made available to such Parent CorporationParent. Excluding the payments required under Other than the Parent Corporation Contracts set forth Unregistered Trademarks identified in Part 4.1 l(a)(ii) of the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Corporations have has good, valid and marketable title to all of the Parent Corporation Proprietary Assets identified in Parts 4.11 (except for licensed assets)a)(i) and 4.1 1(a)(ii) of the Parent Disclosure Schedule owned by it, free and clear of all liens and other Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent Corporations. The Parent Corporations have has a valid right to use, license and otherwise exploit use all Proprietary Assets identified in Part 4.1 1(a)(iii) of the Parent Corporation Proprietary AssetsDisclosure Schedule not owned by it. Except as set forth in Part 4.1 1(a)(iv), Parent is not obligated to make any payment to any Person for the use of any Parent Proprietary Asset. Except as set forth in Part 4.11 (a)(v) of the Parent Disclosure Schedule, none of the Parent Corporations has not developed jointly with any other Person any Parent Corporation Proprietary Asset that is material to the business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth in the Parent Disclosure Schedule, there is no Parent Corporation Contract pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation Proprietary Asset.

Proprietary Assets. (a) The Parent Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by any of the Parent Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of, and each Proprietary Asset owned by any of the Acquired Corporations that is material to the business of the Acquired Corporations. Part 2.9(a)(iii) of the Company Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $25,000 per year with respect to each Proprietary Asset that is licensed or otherwise made available to any of the Parent Acquired Corporations by any Person Person, and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to the Parent Corporations any Acquired Corporation under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Acquired Corporations have good, good and valid and marketable title to all of the Parent Acquired Corporation Proprietary Assets (except for licensed assets)identified or required to be identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the Company Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of any of the Parent Acquired Corporations. The Parent Acquired Corporations have a valid right to use, license and otherwise exploit all Parent Acquired Corporation Proprietary Assets, and have the sole and exclusive right to use of the name "Fogdog". Except as set forth in Part 2.9(a)(iv) of the Parent Company Disclosure Schedule, none of the Parent Acquired Corporations has developed jointly with any other Person any Parent Acquired Corporation Proprietary Asset that is material to the business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth There is no Acquired Corporation Contract (with the exception of end user license agreements in the Parent Disclosure Schedule, there form previously delivered by the Company to Parent) that is no Parent Corporation Contract material to the business of the Acquired Corporations pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Acquired Corporation Proprietary Asset.

Proprietary Assets. (a) The Part 3.9(a) of Parent Disclosure Schedule sets forth, with respect to each Proprietary Asset owned or licensed by the Parent Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary AssetAssets, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Part 3.9(a) of Parent Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 50,000 per year with respect to to, each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations by any Person (except for any Proprietary Asset that is licensed to the Parent Corporations under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent CorporationParent. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 100,000 per year. The Parent Corporations have has good, valid and marketable title to all of the Parent Corporation Proprietary Assets (except for licensed assets), free and clear of all Encumbrances, except for (i) as set forth in Part 3.9(a) of the Parent Disclosure Schedule, (ii) for any lien for current taxes not yet due and payable, and (iiiii) for minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent. To Parent's knowledge, Parent Corporations. The Parent Corporations have has a valid right to use, license and otherwise exploit all Parent Corporation Proprietary Assets. Except as set forth in the Part 3.9(a) of Parent Disclosure Schedule, none of the Parent Corporations has not developed jointly or does not jointly own or have joint rights with any other Person any Parent Corporation Proprietary Asset that is material to the business of the Parent Corporations with respect to which such other Person has any rightsParent. Except as set forth in Part 3.9(a) of the Parent Disclosure Schedule, there is no Parent Corporation Contract pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation Proprietary Asset.

Proprietary Assets. (a) The Parent Part 2.12 of the Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Corporations and Companies registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 2.12 of the Disclosure Schedule identifies and provides a brief description of, of all other Proprietary Assets owned by the Companies (the "Owned Proprietary Assets"). Part 2.12 of the Disclosure Schedule identifies and identifies any ongoing royalty or payment obligations in excess provides a brief description of $25,000 per year with respect to each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations Companies by any Person (except for any Proprietary Asset that is licensed to the Parent Corporations Companies under any third party software license generally available to the publicpublic at a cost of less than $1,000 per copy) (the "Licensed Proprietary Assets"), and identifies the Contract license agreement under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporationthe Companies (the Owned Proprietary Assets and the Licensed Proprietary Assets are hereinafter collectively referred to as the "Company Proprietary Assets"). Excluding the payments required under the Parent Corporation Contracts Except as set forth in Part 2.12 of the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Corporations Companies have good, valid and marketable title to all of the Parent Corporation Owned Proprietary Assets (except for licensed assets), free and clear of all liens and other Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent Corporations. The Parent Corporations have a valid right (contractual or otherwise) to use, license and license, lease, sell or otherwise exploit distribute to others all Parent Corporation Company Proprietary AssetsAssets identified in Part 2.12 of the Disclosure Schedule. Except as set forth in Part 2.12 of the Parent Disclosure Schedule, none the Companies are not obligated to make any payment to any Person for the use of any Company Proprietary Asset. Except as set forth in Part 2.12 of the Parent Corporations has Disclosure Schedule, the Companies have not developed jointly with any other Person any Parent Corporation Company Proprietary Asset that is material to the business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth in the Parent Disclosure Schedule, there is no Parent Corporation Contract pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation Proprietary Asset.

Proprietary Assets. (a) The Parent Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Corporations Company and registered with any Governmental Body or for which an application has been filed with any Governmental BodyBody ("Registered Proprietary Assets"), (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of all other Proprietary Assets owned by the Company that are material to the business of the Company. Part 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 per year 50,000 with respect to to, each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations Company by any Person (except for any Proprietary Asset that "Licensed Assets") or is licensed material to the Parent Corporations under any third party software license generally available to business of the public)Company, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per yearCompany. The Parent Corporations have Company has good, valid and marketable title to and exclusive rights to use all of the Parent Corporation Company Proprietary Assets (except for licensed assets)other than Licensed Assets, free and clear of all Encumbrances, except for (ix) any lien for current taxes not yet due and payable, and (iiy) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent CorporationsCompany. The Parent Corporations have Company has a valid right to use, license and otherwise exploit all Parent Corporation Proprietary Licensed Assets and any rights thereunder will not be affected by the Company entering into this Agreement and the agreements and transactions contemplated hereby. No person who has licensed Licensed Assets to the Company has ownership rights or license rights to improvements made by the Company to such Licensed Assets. Except as set forth in Part 2.9(a)(iv) of the Parent Company Disclosure Schedule, none of the Parent Corporations Company has not developed jointly with any other Person any Parent Corporation Company Proprietary Asset that is material to the business of the Parent Corporations Company with respect to which such other Person has any rights. Except as set forth in Part 2.9(a)(v) of the Parent Company Disclosure Schedule, there is no Parent Corporation Company Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to useuse (for any purpose other than discussion and evaluation pursuant to customary forms of nondisclosure agreements), license or otherwise exploit any Parent Corporation Company Proprietary Asset.

Proprietary Assets. (ai) The Parent Section 4(p)(w) of the Disclosure Schedule Letter sets forth, with respect to each Proprietary Asset owned by the Parent Corporations NLASCO and its Subsidiaries and registered with any Governmental Body Authority or for which an application has been filed with any Governmental BodyAuthority, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Section 4(p)(x) of the Disclosure Schedule Letter identifies and provides a brief description of all other Proprietary Assets owned by NLASCO and its Subsidiaries that are material to the businesses of NLASCO and its Subsidiaries. Section 4(p)(y) of the Disclosure Letter identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 per year 10,000 annually with respect to to, each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations NLASCO and its Subsidiaries by any Person (except for any Proprietary Asset that the “Licensed Assets”) and is licensed material to the Parent Corporations under any third party software license generally available to the public)businesses of NLASCO and its Subsidiaries, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent CorporationNLASCO and its Subsidiaries. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty NLASCO or license payments do not exceed $75,000 per year. The Parent Corporations its Subsidiaries have good, valid and marketable title to all of the Parent Corporation NLASCO Proprietary Assets (except for licensed assets)other than Licensed Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course Liens. NLASCO or one or more of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent Corporations. The Parent Corporations its Subsidiaries have a valid right to use, license and otherwise exploit all Parent Corporation Proprietary AssetsLicensed Assets and any rights thereunder will not be affected by the agreements and transactions contemplated hereby. Except as set forth in the Parent Disclosure Schedule, none Neither NLASCO nor any of the Parent Corporations its Subsidiaries has developed jointly with any other Person any Parent Corporation NLASCO Proprietary Asset that is material to the business of the Parent Corporations NLASCO and its Subsidiaries with respect to which such other Person has any rights. Except as set forth in Section 4(p)(w) of the Parent Disclosure ScheduleLetter, there is no Parent Corporation Contract (with the exception of end user license agreements in the form previously delivered by NLASCO to Buyer) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation NLASCO Proprietary Asset.

Proprietary Assets. (a) The Parent Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental BodyBody and material to the business of the Acquired Corporations, (i) a brief description of such Proprietary Asset, Asset and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies lists any Contract containing any ongoing royalty or payment obligations in excess of $25,000 50,000 per year annum with respect to each Proprietary Asset that is licensed or otherwise made available to the Parent Acquired Corporations by any Person (except for any Proprietary Asset that is licensed to the Parent Acquired Corporations under any third party software license generally available to the publicpublic for a one time fee), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Acquired Corporations have good, good and valid and marketable title to all of the Parent Corporation Proprietary Assets (except for licensed assets)owned by the Acquired Corporations and material to their business, free and clear of all Encumbrances, Encumbrances except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract Encumbrances arising from the value of the assets subject thereto or materially impair the operations of any of the Parent CorporationsCompany’s credit agreements. The Parent Acquired Corporations have a valid right to useuse as a licensee all Proprietary Assets identified in Part 2.9(a)(ii) of the Company Disclosure Schedule, license subject to the Bankruptcy and otherwise exploit all Parent Corporation Proprietary AssetsEquity Exception. Except as set forth in Part 2.9(a)(iii) of the Parent Company Disclosure Schedule, none of the Parent Acquired Corporations has developed jointly with any other Person any Parent Corporation Proprietary Asset that is owned by the Acquired Corporations and material to the their business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth in Part 2.9(a)(iv) of the Parent Company Disclosure Schedule, there is no Parent Acquired Corporation Contract pursuant to which any Person (other than an Acquired Corporation) has any right (whether or not currently exercisable) to use, license or otherwise exploit any Proprietary Asset owned by the Acquired Corporations and material to their business. The Company has delivered to Parent Corporation a copy of all Contracts, including all amendments thereto, which relate to the material Proprietary AssetAssets owned or used by any Acquired Corporation.