Common use of Registered IP Clause in Contracts

Registered IP. Section 2.14(b)(1) of the Disclosure Letter sets forth an accurate and complete list of all registered Marks, other than those Marks that the Company and its Subsidiaries have not actively used in the ordinary course of business since February 9, 2004 (collectively, the "XXXXX XXXXX"), owned (in whole or in part) by the Company or any Subsidiary (collectively "COMPANY REGISTERED MARKS"), Section 2.14(b)(2) of the Disclosure Letter sets forth an accurate and complete list of all Patents owned (in whole or in part) by, or exclusively licensed to, the Company or any Subsidiary (collectively the "COMPANY PATENTS") and Section 2.14(b)(3) of the Disclosure Letter sets forth an accurate and complete list of all registered Copyrights owned (in whole or in part) by the Company or any Subsidiary, and all pending applications for registration of Copyrights filed anywhere in the world that are owned (in whole or in part) by the Company or any Subsidiary (collectively the "COMPANY REGISTERED COPYRIGHTS" and, together with the Company Registered Marks and the Company Patents, the "COMPANY REGISTERED IP"). No Company Registered IP has been or is currently involved in any interference, reissue, reexamination, opposition, cancellation or similar proceeding and, to the knowledge of the Company, no such action is or has been threatened with respect to any of the Company Registered IP. All Company Registered IP has been registered or obtained in accordance with applicable legal requirements, is currently in full force and effect except for the Xxxxx Xxxxx and the Company Registered IP identified in Section 2.14(b)(4) of the Disclosure Letter that the Company or any Subsidiary decided in its reasonable business judgment to abandon, not to enforce or to allow to lapse (provided that no representation and warranty is made regarding the effectiveness of any patent applications), and, except as set forth in Section 2.14(b)(4) of the Disclosure Letter, neither the Company nor any Subsidiary has received any notice or claim challenging the validity or enforceability or alleging the misuse of any of the Company Registered IP, or, to the knowledge of the Company, questioning the validity or enforceability of any of the Company Registered IP. Except for the Xxxxx Xxxxx and the Company Registered IP identified in Section 2.14(b)(4) of the Disclosure Letter that the Company or any Subsidiary has decided in its reasonable business judgment to abandon, not to enforce, or to allow to lapse, (a) the Company has timely paid all filing, examination, issuance, post registration and maintenance fees and annuities required with respect to any of the Company Registered IP, and (b) neither the Company nor any Subsidiary has taken any action or failed to take any action, which action or failure reasonably could be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any Company Registered IP.

Registered IP. Section 2.14(b)(1Schedule 3.16(a)(1) of the Disclosure Letter sets forth an accurate and complete list of all registered Marks, other than those Marks that the Company and its Subsidiaries have not actively used in the ordinary course of business since February 9, 2004 (collectively, the "XXXXX XXXXX"), owned (in whole or in part) by a Business Entity and used in the Company or any Subsidiary Business (collectively "COMPANY REGISTERED MARKS"“Business Marks”), Section 2.14(b)(2; Schedule 3.16(a)(2) of the Disclosure Letter sets forth an accurate and complete list of all Patents owned (in whole or in part) by, by a Business Entity and used or exclusively licensed to, practiced or held for use or practice in the Company or any Subsidiary conduct of the Business (collectively the "COMPANY PATENTS"“Business Patents”); and Schedule 3.16(a)(3) and Section 2.14(b)(3) of the Disclosure Letter sets forth an accurate and complete list of all registered Copyrights owned (in whole or in part) by a Business Entity and used or held for use in the Company or any SubsidiaryBusiness, and all pending applications for registration of Copyrights filed anywhere in the world that are owned (in whole or in part) by a Business Entity and used or held for use in the Company or any Subsidiary Business (collectively the "COMPANY REGISTERED COPYRIGHTS" “Business Registered Copyrights” and, together with the Company Registered Business Marks and the Company Business Patents, the "COMPANY REGISTERED “Business Registered IP"”). No Company Upon consummation of the Pre-Closing Transactions, all of the Business Registered IP has been or will be owned exclusively by a Purchased Entity. No Business Registered IP is currently involved in any interference, reissue, reexamination, opposition, cancellation or similar proceeding and, to the knowledge of the CompanySeller, no such action is or has been threatened with respect to any of the Company Business Registered IP. All Company The Business Registered IP has been registered or obtained in accordance with applicable legal requirementsis subsisting and, is currently in full force to the Knowledge of Seller, valid and effect except for the Xxxxx Xxxxx enforceable, and the Company Registered IP identified in Section 2.14(b)(4) of the Disclosure Letter that the Company no Business Entity or any Subsidiary decided in of its reasonable business judgment to abandon, not to enforce or to allow to lapse (provided that no representation and warranty is made regarding the effectiveness of any patent applications), and, except as set forth in Section 2.14(b)(4) of the Disclosure Letter, neither the Company nor any Subsidiary Affiliates has received any notice or claim challenging the validity or enforceability or alleging the misuse of any of the Company Registered IP, or, to the knowledge of the Company, questioning the validity or enforceability of any of the Company Business Registered IP. Except for those items that are indicated on Schedules 1.1(c) or 1.1(d) as expired, abandoned, not renewed, or dead, to the Xxxxx Xxxxx and the Company Seller’s knowledge, no Business Entity that owns any Business Registered IP identified and no Affiliate or predecessor-in-interest in Section 2.14(b)(4) respect of the Disclosure Letter that the Company or any Subsidiary has decided in its reasonable business judgment to abandon, not to enforce, or to allow to lapse, (a) the Company has timely paid all filing, examination, issuance, post registration and maintenance fees and annuities required with respect to any of the Company Business Registered IP, and (b) neither the Company nor any Subsidiary IP has taken any action or failed to take any action, which action or failure reasonably could be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any Company such Business Registered IP.

Registered IP. Section 2.14(b)(12.8(a)(1) of the Disclosure Letter Schedule sets forth an accurate and complete list of all registered Marks, other than those Marks that the Company and its Subsidiaries have not actively used in the ordinary course of business since February 9, 2004 (collectively, the "XXXXX XXXXX"), Trademarks owned (in whole or in part) by the Company Seller Group and used or any Subsidiary held for use in connection with the Business (collectively "COMPANY REGISTERED MARKS"“Business Registered Marks”), Section 2.14(b)(22.8(a)(2) of the Disclosure Letter Schedule sets forth an accurate and complete list of all Patents owned (in whole or in part) by, by the Seller Group and used or exclusively licensed to, held for use in connection with the Company or any Subsidiary Business (collectively the "COMPANY PATENTS"“Business Patents”) and Section 2.14(b)(32.8(a)(3) of the Disclosure Letter Schedule sets forth an accurate and complete list of all registered Copyrights owned (in whole or in part) by the Company Seller Group and used or any Subsidiaryheld for use in connection with the Business, and all pending applications for registration of Copyrights filed anywhere in the world that are owned (in whole or in part) by the Company Seller Group and used or any Subsidiary held for use in connection with the Business (collectively the "COMPANY REGISTERED COPYRIGHTS" “Business Copyrights” and, together with the Company Business Registered Marks and the Company Business Patents, the "COMPANY REGISTERED “Business Registered IP"”). No Company Business Registered IP has been or is currently now involved in any interference, reissue, reexamination, opposition, cancellation or similar proceeding and, to the knowledge of the CompanySeller’s knowledge, no such action is or has been threatened with respect to any of the Company Business Registered IP. All Company Business Registered IP has been registered or obtained in accordance with all applicable legal requirements, is currently in full force and effect except for the Xxxxx Xxxxx and the Company Registered IP identified in Section 2.14(b)(4) of the Disclosure Letter that the Company or any Subsidiary decided in its reasonable business judgment to abandon, not to enforce or to allow to lapse (provided that no representation and warranty is made regarding the effectiveness of any patent applications), requirements and, except as set forth in on Section 2.14(b)(42.8(a)(4) of the Disclosure LetterSchedule, neither no maintenance or filing fees, applications, affidavits or other documents are required to be paid or filed within the Company nor next ninety (90) days in order to maintain the effectiveness of any Subsidiary Business Registered IP or obtain or complete the registration thereof. The Business Registered IP is subsisting, and, to the Seller’s knowledge valid and enforceable, without any qualification, limitation or restriction thereon or on the use thereof (provided however, no representation or warranty is made regarding the validity or enforceability of any patent application), and the Seller Group has not received any notice or claim challenging or questioning the validity or enforceability or alleging the misuse of any of the Company Registered IP, or, to the knowledge of the Company, questioning the validity or enforceability of any of the Company Business Registered IP. Except for the Xxxxx Xxxxx and the Company Registered IP identified as may be set forth in Section 2.14(b)(42.8(a)(5) of the Disclosure Letter that Schedule, the Company or any Subsidiary Seller Group has decided in its reasonable business judgment to abandon, not to enforce, or to allow to lapse, (a) the Company has timely paid all filing, examination, issuance, post registration and maintenance fees and annuities required with respect to any of the Company Registered IP, and (b) neither the Company nor any Subsidiary has taken any action or failed to take any actionaction (including, in the case of Business Registered Marks, by failing to reasonably police the Business Registered Marks against third party infringement or failing to continuously use any Business Registered Xxxx in the form appearing in, and in connection with the goods and services listed in, the respective registration certificate), which action or failure reasonably could would be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any Company of the Business Registered IP. There is no relevant prior art pertaining to any issued Business Patent of which the Seller Group has become aware that was not disclosed during the prosecution of the patent application(s) therefor, but which if such prior art had been disclosed reasonably would have been expected to have a material affect on the scope of the patent claims ultimately granted in respect thereof.

Registered IP. Section 2.14(b)(14.10(b)(i) of the Disclosure Letter sets forth an a complete and accurate and complete list of all Transferred Intellectual Property Rights that are Registered IPR (the “Transferred Registered IPR”), and in respect of each such item of Transferred Registered IPR: (i) the registered Marks, other than those Marks that the Company and its Subsidiaries have not actively used in the ordinary course of business since February 9, 2004 (collectivelyowner thereof, the "XXXXX XXXXX"), owned (jurisdiction in whole or in part) by the Company or any Subsidiary (collectively "COMPANY REGISTERED MARKS"), Section 2.14(b)(2) of the Disclosure Letter sets forth an accurate and complete list of all Patents owned (in whole or in part) by, or exclusively licensed to, the Company or any Subsidiary (collectively the "COMPANY PATENTS") and Section 2.14(b)(3) of the Disclosure Letter sets forth an accurate and complete list of all registered Copyrights owned (in whole or in part) by the Company or any Subsidiary, and all pending applications for registration of Copyrights filed anywhere in the world that are owned (in whole or in part) by the Company or any Subsidiary (collectively the "COMPANY REGISTERED COPYRIGHTS" and, together with the Company Registered Marks and the Company Patents, the "COMPANY REGISTERED IP"). No Company Registered IP has been or is currently involved in any interference, reissue, reexamination, opposition, cancellation or similar proceeding and, to the knowledge of the Company, no such action is or has been threatened with respect to any of the Company Registered IP. All Company Registered IP which each item has been registered or obtained filed, and the applicable registration, application or serial number or similar identifier and applicable issuance, registration or grant date; (ii) the status of such item; and (iii) any action that must be taken within one hundred twenty (120) days following the date hereof (including the payment of any registration, maintenance or renewal fees or the filing of any responses to office actions of the United States Patent and Trademark Office or any equivalent authority anywhere in accordance with applicable legal requirements, is currently in full force and effect except the world) for the Xxxxx Xxxxx purposes of obtaining, maintaining, perfecting or preserving or renewing such Transferred Registered IPR. With respect to each item of Transferred Registered IPR all necessary registration, maintenance and renewal fees and taxes due have been paid, and all necessary documents and certificates have been filed with the Company U.S. Patent and Trademark Office, Copyright Office or other relevant Governmental Entity, as the case may be, for the purposes of registering, maintaining and renewing, as applicable, such Registered IP identified in Section 2.14(b)(4) IPR. To the Knowledge of Seller, no item of Transferred Registered Intellectual Property is invalid or unenforceable. As of the Disclosure Letter that the Company or any Subsidiary decided in its reasonable business judgment to abandon, not to enforce or to allow to lapse (provided that no representation and warranty is made regarding the effectiveness of any patent applications), anddate hereof, except as set forth in Section 2.14(b)(44.10(b)(ii) of the Disclosure Letter, neither there is no pending, and there has not been, any Proceeding as to which any member of the Company nor any Subsidiary has Seller Group received any notice or claim written notice, challenging the validity or use, ownership, validity, enforceability or alleging the misuse registrability of any of the Company Transferred Registered IPIPR, or, to the knowledge of the Company, questioning the validity or enforceability of any of the Company Registered IP. Except for the Xxxxx Xxxxx and the Company Registered IP identified in Section 2.14(b)(4) of the Disclosure Letter that the Company or any Subsidiary has decided in its reasonable business judgment to abandon, not to enforce, or to allow to lapse, (a) the Company has timely paid all filing, examination, issuance, post registration and maintenance fees and annuities required with respect to any of the Company Registered IP, and (b) neither the Company nor any Subsidiary has taken any action or failed to take any action, which action or failure reasonably could be expected to result excluding office actions received in the abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability ordinary course of any Company Registered IPprosecution.

Registered IP. Section 2.14(b)(1) of the Disclosure Letter sets forth an accurate and complete list of all registered Marks, other than those Marks that the Company and its Subsidiaries have not actively used in the ordinary course of business since February 9, 2004 (collectively, the "XXXXX XXXXX"“Xxxxx Xxxxx”), owned (in whole or in part) by the Company or any Subsidiary (collectively "COMPANY REGISTERED MARKS"“Company Registered Marks”), Section 2.14(b)(2) of the Disclosure Letter sets forth an accurate and complete list of all Patents owned (in whole or in part) by, or exclusively licensed to, the Company or any Subsidiary (collectively the "COMPANY PATENTS"“Company Patents”) and Section 2.14(b)(3) of the Disclosure Letter sets forth an accurate and complete list of all registered Copyrights owned (in whole or in part) by the Company or any Subsidiary, and all pending applications for registration of Copyrights filed anywhere in the world that are owned (in whole or in part) by the Company or any Subsidiary (collectively the "COMPANY REGISTERED COPYRIGHTS" “Company Registered Copyrights” and, together with the Company Registered Marks and the Company Patents, the "COMPANY REGISTERED “Company Registered IP"”). No Company Registered IP has been or is currently involved in any interference, reissue, reexamination, opposition, cancellation or similar proceeding and, to the knowledge of the Company, no such action is or has been threatened with respect to any of the Company Registered IP. All Company Registered IP has been registered or obtained in accordance with applicable legal requirements, is currently in full force and effect except for the Xxxxx Xxxxx and the Company Registered IP identified in Section 2.14(b)(4) of the Disclosure Letter that the Company or any Subsidiary decided in its reasonable business judgment to abandon, not to enforce or to allow to lapse (provided that no representation and warranty is made regarding the effectiveness of any patent applications), and, except as set forth in Section 2.14(b)(4) of the Disclosure Letter, neither the Company nor any Subsidiary has received any notice or claim challenging the validity or enforceability or alleging the misuse of any of the Company Registered IP, or, to the knowledge of the Company, questioning the validity or enforceability of any of the Company Registered IP. Except for the Xxxxx Xxxxx and the Company Registered IP identified in Section 2.14(b)(4) of the Disclosure Letter that the Company or any Subsidiary has decided in its reasonable business judgment to abandon, not to enforce, or to allow to lapse, (a) the Company has timely paid all filing, examination, issuance, post registration and maintenance fees and annuities required with respect to any of the Company Registered IP, and (b) neither the Company nor any Subsidiary has taken any action or failed to take any action, which action or failure reasonably could be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any Company Registered IP.