Common use of Trade Rights Clause in Contracts

Trade Rights. Schedule 3.17 lists all Trade Rights (as defined below) in which LP Bxxxx xxx has any interest, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by LP Bxxxx, xxd also indicating which of such Trade Rights are registered. All Trade Rights shown as registered in Schedule 3.17 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to conduct the Business, as such is currently being conducted, LP Bxxxx xxxs not require any Trade Rights that it does not already have. LP Bxxxx xx not infringing and has not infringed any Trade Rights of another in the operation of the Business, nor to the best of the knowledge of LP Bxxxx xx the Shareholders, is any other person infringing the Trade Rights of LP Bxxxx. XP Bxxxx xxx not granted any license or made any assignment of any Trade Right listed on Schedule 3.17, nor does LP Bxxxx xxx any royalties or other consideration for the right to use any Trade Rights of others. Except as set forth on Schedule 3.9, there is no Litigation pending or threatened to challenge LP Bxxxx'x xxxht, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of LP Bxxxx. Xhe consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by LP Bxxxx. Xs used herein, "Trade Rights" shall mean and include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rights

Trade Rights. Schedule 3.17 lists all Trade Rights (as defined below) in which LP Bxxxx xxx Company now has any interest, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by LP BxxxxCompany, xxd and also indicating which of such Trade Rights are registered. All Trade Rights shown as registered in Schedule 3.17 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to conduct the Businessbusiness of Company, as such is currently being conducted or proposed to be conducted, LP Bxxxx xxxs Company does not require any Trade Rights that it does not already have. LP Bxxxx xx Company is not infringing and has not infringed any Trade Rights of another in the operation of the Businessbusiness of Company, nor to the best of the knowledge of LP Bxxxx xx the Shareholders, is any other person infringing the Trade Rights of LP BxxxxCompany. XP Bxxxx xxx Company has not granted any license or made any assignment of any Trade Right listed on Schedule 3.17, nor does LP Bxxxx xxx Company pay any royalties or other consideration for the right to use any Trade Rights of others. Except as set forth on Schedule 3.9, there There is no Litigation pending or threatened to challenge LP Bxxxx'x xxxhtCompany's right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of LP BxxxxCompany. Xhe All Trade Rights of Company are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Company. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by LP BxxxxCompany. Xs As used herein, the term "Trade Rights" shall mean and include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoing; (ii) all 29 copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; (v) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any of the foregoing.

Trade Rights. Schedule 3.17 3.18 lists (to the extent susceptible to listing) all Trade Rights (as defined below) in which LP Bxxxx xxx Company now has any interest, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by LP BxxxxCompany, xxd and also indicating which of such Trade Rights are registered. All Trade Rights shown as registered in Schedule 3.17 3.18 have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to To conduct the Business, as such is currently being conducted or proposed to be conducted, LP Bxxxx xxxs Company does not require any Trade Rights that it does not already have. LP Bxxxx xx Company is not infringing and has not infringed any Trade Rights of another in the operation of the BusinessBusiness nor, nor to the best of the knowledge of LP Bxxxx xx the ShareholdersCompany, is any other person infringing the Trade Rights of LP BxxxxCompany. XP Bxxxx xxx Company has not granted any license or made any assignment of any Trade Right listed on in Schedule 3.173.18, nor does LP Bxxxx xxx Company pay any royalties or other consideration for the right to use any Trade Rights of othersothers except as listed in Schedule 3.18. Except as set forth on Schedule 3.9, there There is no Litigation pending or or, to Company’s knowledge, threatened to challenge LP Bxxxx'x xxxhtCompany’s right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of LP BxxxxCompany. Xhe All Trade Rights of Company are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Company. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by LP BxxxxCompany. Xs As used herein, "the term “Trade Rights" ” shall mean and include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; (v) all inventions, mask works and mask work registrations, know how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any of the foregoing.

Trade Rights. Section 4.18(a) of the Seller Disclosure Schedule 3.17 lists contains a correct and complete list of the Seller Trade Rights and specifically identifies all Business Trade Rights (as defined below) in including domain names). Sellers are the exclusive owners of all Seller Trade Rights, free and clear of all Liens (except for Permitted Liens). Section 4.18 of the Seller Disclosure Schedule also specifies which LP Bxxxx xxx has any interest, specifying whether such of the Seller Trade Rights are owned, controlled, used or held (under license or otherwise) by LP Bxxxx, xxd also indicating registered and the jurisdictions in which of such Seller Trade Rights are registered. All Seller Trade Rights shown as registered of a material nature are in Schedule 3.17 good standing and have been properly registered, registered in all pending jurisdictions where required. All registrations and applications of a material nature have been properly made and filed filed, and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to To conduct the Business, Business as such it is currently being conducted or proposed to be conducted, LP Bxxxx xxxs Sellers do not require any Trade Rights that it does not already have. LP Bxxxx xx Sellers are not infringing and has not infringed any Trade Rights of another in the operation another, nor is there any basis upon which a claim or challenge for infringement could be made. No Person is infringing or has infringed any of the Business, nor Seller Trade Rights. Sellers are not aware of any pending patent applications belonging to the best others that would be infringed by Sellers if a patent that included such claims were granted on such pending applications. Except as set forth in Section 4.18 of the knowledge of LP Bxxxx xx the ShareholdersSeller Disclosure Schedule, is any other person infringing the Trade Rights of LP Bxxxx. XP Bxxxx xxx Sellers have not granted any license or made any assignment of any of the Seller Trade Right listed on Schedule 3.17Rights, nor does LP Bxxxx xxx and no Person other than Sellers has any right to use any of the Seller Trade Rights. Except as set forth in Section 4.18 of the Seller Disclosure Schedule, Sellers do not pay any royalties or other consideration for the right to use any Trade Rights of others. Except as set forth on Schedule 3.9, there is no Litigation pending or threatened to challenge LP Bxxxx'x xxxht, title and interest with respect to its continued use and right to preclude others from using any All Trade Rights of LP Bxxxxa material nature that are used by Sellers in the Business are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Sellers. Xhe No methods, processes, procedures, apparatus or equipment used or held for use by Sellers use or include any proprietary or confidential information or any trade secrets misappropriated from another. Sellers have no proprietary or confidential information that is owned or claimed by third parties and that is not rightfully in the possession of Sellers, and Sellers have complied in all material respects with all Contracts governing the disclosure and use of proprietary or confidential information. Section 4.18 of the Seller Disclosure Schedule contains a correct and complete list of all pending research and development projects for which there has been a charge or cost allocation of at least $50,000.00 (or its foreign currency equivalent as of the date hereof) or more. Sellers have maintained the confidentiality of all Seller Trade Rights to the extent necessary to maintain all proprietary rights therein. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by LP Bxxxx. Xs used herein, "of the Seller Trade Rights" shall mean . All representations and include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with warranties under this Section 4.18 are subject to Section 4.18 of the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rightsSeller Disclosure Schedule.

Trade Rights. Schedule 3.17 4.18 lists all Trade Rights (as defined ------------ ------------- below) in which LP Bxxxx xxx Seller now has any interest, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by LP BxxxxSeller, xxd and also indicating which of such Trade Rights are registered. All Trade Rights shown as registered in on Schedule 3.17 4.18 have been properly registered, all ------------- pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. In order to conduct the Business, as such is currently being conducted or proposed to be conducted, LP Bxxxx xxxs Seller does not require any Trade Rights that it does not already have. LP Bxxxx xx Seller is not infringing and has not infringed any Trade Rights of another in the operation of the Businessbusiness of Seller, nor to the best of the knowledge of LP Bxxxx xx the Shareholders, is any other person infringing the Trade Rights of LP BxxxxSeller. XP Bxxxx xxx Seller has not granted any license or made any assignment of any Trade Right listed on Schedule 3.174.18, ------------- nor does LP Bxxxx xxx Seller pay any royalties or other consideration for the right to use any Trade Rights of others. Except as set forth on Schedule 3.9There are no inquiries, there is no Litigation pending investigations or threatened claims or litigation challenging or threatening to challenge LP Bxxxx'x xxxhtSeller's right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of LP BxxxxSeller. Xhe All Trade Rights of Seller are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Seller. The consummation of the transactions contemplated hereby will not alter or impair any Trade Rights owned or used by LP BxxxxSeller. Xs As used herein, the term "Trade Rights" shall mean and ------------ include: (i) all trademark rights, business identifiers, trade dress, service marks, trade names and brand names, all registrations thereof and applications therefor and all goodwill associated with the foregoing; (ii) all copyrights, copyright registrations and copyright applications, and all other rights associated with the foregoing and the underlying works of authorship; (iii) all patents and patent applications, and all international proprietary rights associated therewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; (v) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non- competition and all other types of intellectual property; and (vi) all claims for infringement or breach of any of the foregoing.