Schedules 5 Clause Samples
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Schedules 5. 11(a)-1 to 4 list (1) all Domain Names of which the Company is the registrant or of which a Third Party is the registrant for the benefit of the Company (collectively, the "Company Registered Domain Names"); (2) all registered Marks and pending applications for registration of Marks owned by the Company (collectively, the "Company Registered Marks"); (3) all Patents owned by the Company (collectively, the "Company Patents"); (4) all registered Copyrights and all pending applications for registration of Copyrights by the Company (collectively, the "Company Registered Copyrights" and (5) all other Intellectual Property owned by the Company. The Company Registered Domain Names, the Company Registered Marks, Company Patents and the Company Registered Copyrights are referred to herein as the "Company Registered IP." Schedule 5.11(a)-5 lists all other Company owned intellectual property. Neither the Company Registered IP nor any other Intellectual Property owned or, to the Knowledge of the Company, used by the Company (the Company Registered IP, together with all other Intellectual Property owned or used by the Company, the "Company IP") infringes upon or misappropriates or violates the Intellectual Property rights or the confidential and proprietary information, including Trade Secrets, of any Third Party. None of the Company IP has been the subject of a judicial finding or opinion, nor has the Company received any written notice or claim challenging the ownership, validity, registrability, enforceability, use or licensed right to use any Intellectual Property. No claim or notice has been asserted against the Company in writing or, to the Knowledge of the Company, orally, that the conduct of the business of the Company as currently conducted infringes in any material respect upon or misappropriates the Intellectual Property rights or the confidential and proprietary information, including Trade Secrets, of any Third Party, in each case, except with respect to claims or notices that have been fully resolved. The Company has timely paid all filing, examination, issuance, post registration and maintenance fees, annuities and the like associated with or required with respect to the Company Registered IP, and all documents, recordations and certificates necessary to be filed by the Company to maintain the effectiveness of the Company Registered IP have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign juri...
Schedules 5. (a) and 5.21(b) of the Credit Agreement are hereby deleted in their entirety and replaced with Schedules 5.20(a) and 5.21 (b) attached to this Consent.
Schedules 5. 5 and 8.3 to the Credit Agreement are hereby amended and restated in their entirety with Schedules 5.5 and 8.3 attached hereto.
Schedules 5. 2 and 5.3 to the Credit Agreement are hereby amended and restated as of the date hereof by deleting each such schedule in its entirety and inserting in lieu thereof the schedules attached hereto.
Schedules 5. 5(e). The schedules to the SAPA are hereby amended by adding Schedule 5.5(e) in the form set forth on Exhibit D to this Amendment.
Schedules 5. 6 and 5.6.3 include, inter alia, the names of the Persons (including, without limitation, any of the Seller’s former or current employees, shareholders, suppliers and any applicable Governmental Body) with respect to which each Liability is incurred (the “Creditors”).
Schedules 5. 15 and 10.10 of the Note Purchase Agreement shall be and are hereby amended in their entirety to read as set forth in Exhibits A and B hereto, respectively, as though the representations and statements as to which such Schedules relate were made as of the date of this First Amendment.