Common use of Trademarks, Patents, Etc Clause in Contracts

Trademarks, Patents, Etc. Schedule 1.3 hereto sets forth a complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of the Seller or used or proposed to be used by the Seller, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto, and (b) all written agreements relating to other technology, know-how and processes which the Seller is licensed or authorized by others to use or which the Seller has licensed or authorized for use by others. Except to the extent set forth in Schedule 1.3, the Seller owns or has the sole and exclusive right to use all patents, trademarks, trade names and copyrights described in clause (a) of the preceding sentence for the uses set forth in the registrations relating thereto, and has the right to use all technology, know-how and processes, used or necessary for the ordinary course of business as presently conducted or proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. No claims have been asserted, and the Seller has received no notice that any claims are pending, by any Person regarding the use of any such patents, trademarks, trade names, copyrights, technology, know-how or processes, or challenging or questioning the validity or effectiveness of any license or agreement. To the knowledge of the Seller, the use by the Seller of such patents, trademarks, trade names, copyrights, technology, know-how or processes in the ordinary course of business does not infringe on the rights of any Person.

Trademarks, Patents, Etc. Schedule 1.3 3.20 hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of the Seller Xxxx-Star or any of its Subsidiaries or used or proposed to be used by the SellerXxxx-Star or any of its Subsidiaries, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto, and (b) all written agreements relating to other technology, know-how and processes which the Seller Xxxx-Star or any of its Subsidiaries is licensed or authorized by others to use or which the Seller Xxxx-Star or any of its Subsidiaries has licensed or authorized for use by others. Except to the extent set forth in Schedule 1.33.20, the Seller Xxxx-Star or one of its Subsidiaries owns or has the sole and -------- ---- exclusive right to use all patents, trademarks, trade names and copyrights described in clause (a) of the preceding sentence for the uses set forth in the registrations relating theretocopyrights, and has the right without restrictions to use all technology, know-how and processes, used or necessary for the ordinary course of business as presently conducted or proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. No claims have been asserted, and the Seller has received no notice that any claims are pending, by any Person person regarding the use of any such patents, trademarks, trade names, copyrights, technology, know-how or processes, or challenging or questioning the validity or effectiveness of any license or agreement, and there is no reasonable basis for such claim. To the knowledge of the Seller, the use by the Seller Xxxx-Star and its Subsidiaries of such patents, trademarks, trade names, copyrights, technology, know-how or processes in the ordinary course of business does not infringe on the rights of any PersonPerson (as defined in Article 11).

Trademarks, Patents, Etc. Schedule 1.3 5.20 hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of the Seller each Company or used or proposed to be used by the Sellereach Company, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto, and (b) all written agreements relating to other technology, know-how and processes which the Seller each Company is licensed or authorized by others to use or which the Seller each Company has licensed or authorized for use by othersothers (other than retail shrink-wrap licenses for ordinary course computer software such as Microsoft Windows 95, Microsoft Office and the like). Except to the extent set forth in Schedule 1.35.20 hereto, the Seller each -------- ---- Company owns or has the sole and exclusive right to use all patents, trademarks, trade names and copyrights described in clause (a) of the preceding sentence for the uses set forth in the registrations relating theretocopyrights, and has the right without restrictions to use all technology, know-how and processes, used or necessary for the ordinary course of business as presently conducted or proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. No claims have been asserted, and the Seller has received no notice that any claims are pending, by any Person regarding the use of any such patents, trademarks, trade names, copyrights, technology, know-how or processes, or challenging or questioning the validity or effectiveness of any license or agreement, and there is no basis for such claim. To the best knowledge of the SellerSellers, the use by the Seller each Company of such patents, trademarks, trade names, copyrights, technology, know-how or processes in the ordinary course of business does not infringe on the rights of any Person.

Trademarks, Patents, Etc. Schedule 1.3 4.20 hereto sets forth a complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of any of the Seller Companies or used or proposed to be used by any of the SellerCompanies, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto, and (b) all written agreements relating to other technology, know-how and processes which any of the Seller Companies is licensed or authorized by others to use or which any of the Seller Companies has licensed or authorized for use by others. Except to the extent set forth in Schedule 1.34.20, each of the Seller Companies owns or has the sole and exclusive right to use without restrictions all patents, trademarks, trade names and copyrights described in clause (a) of the preceding sentence for the uses set forth in the registrations relating theretonames, and has the right to use all copyrights, technology, know-how and processes, processes used in or necessary for the ordinary course of business as presently conducted or proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. No claims have been asserted, and the Seller has received no notice that any claims are pending, by any Person person regarding the use of any such patents, trademarks, trade names, copyrights, technology, know-how or processes, or challenging or questioning the validity or effectiveness of any license or agreement, and to the knowledge of the Sellers there is no basis for such claim. To the knowledge of the SellerSellers, the use by each of the Seller Companies of such patents, trademarks, trade names, copyrights, technology, know-how or processes in the ordinary course of business does not infringe on the rights of any Personperson.

Trademarks, Patents, Etc. Schedule 1.3 4.18 hereto sets forth a complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of the Seller Company or any of the Subsidiaries or used or proposed to be used by the SellerCompany or any of the Subsidiaries, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto, and (b) all written agreements relating to other technology, know-how and processes which the Seller Company or any of the Subsidiaries is licensed or authorized by others to use or which the Seller Company or any of the Subsidiaries has licensed or authorized for use by others. Except to the extent as set forth in on Schedule 1.34.18, the Seller owns Company and the Subsidiaries own or has have the sole and exclusive right to use all patents, trademarks, trade names and copyrights described in clause (a) of the preceding sentence for the uses set forth in the registrations relating theretocopyrights, and has the right without restrictions to use all technology, know-how and processes, used or necessary for the ordinary course of business of their respective businesses as presently conducted or proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. No claims have been asserted, and the Seller has received no notice that any claims are pending, by any Person person regarding the use of any such patents, trademarks, trade names, copyrights, technology, know-how or processes, or challenging or questioning the validity or effectiveness of any license or agreement, and there is no basis for such claim. To the knowledge of the SellerSellers, the use by the Seller Company or any of the Subsidiaries of such patents, trademarks, trade names, copyrights, technology, know-how or processes in the ordinary course of business does not infringe on the rights of any Personperson.

Trademarks, Patents, Etc. Schedule 1.3 6.13(A) attached hereto sets forth a an accurate, correct and complete list and accurate list of summary description of: (ai) all patents, patent licenses, copyrights, trade secrets, trademarks, service marks, franchises, service names, trade names, and assumed/fictitious business names and copyrights registered in the name of the Seller or used or proposed to be used by the Seller, all registrations and applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto, and (b) all written agreements relating to other technology, know-how and processes therefor which the Seller is licensed or authorized by others to use or which the Seller has licensed or authorized for use by others. Except to the extent set forth in Schedule 1.3, the Seller owns or has rights to, used in, or necessary for, the sole operation of the Business as currently conducted; and exclusive right (ii) all licenses and other agreements relating to use all any designs, drawings, patterns, specifications, patents, patent licenses, copyrights, trade secrets, trademarks, trade names and copyrights described in clause (a) of the preceding sentence for the uses set forth in the registrations relating theretoservice marks, and has the right to use all technologyfranchises, know-how and processes, used or necessary for the ordinary course of business as presently conducted or proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. No claims have been asserted, and the Seller has received no notice that any claims are pending, by any Person regarding the use of any such patents, trademarksservice names, trade names, copyrightsand assumed/fictitious business names and all registrations and applications therefor which the Seller owns or has rights to, technologyincluding, know-how or processesall existing designs, drawings, patterns and specifications owned by the Seller for all articles offered for sale, used in production, or challenging for all forthcoming articles, designs, drawings, patterns and specifications produced for but not used by the Seller and all copyrights related thereto, used in, or questioning necessary for, the validity or effectiveness operation of any license or agreementthe Seller's business as currently conducted (collectively, the "Intellectual Property"). To the knowledge best of the Seller's or Tick's knowledge, after due inquiry, the Seller is not infringing upon any patent, patent license, trade secret, trademark, trade secret, copyright, service xxxx, franchise, service name, trade name, or assumed name or application or registration therefor which is owned or held by or pending with respect to any person or entity, and there is no claim or action by any such person or entity pending or threatened with respect thereto. Seller and Tick have no right to use by the Seller name "Cactus Europe SARL" or any similar name and will discontinue use of such patents, trademarks, trade names, copyrights, technology, know-how or processes in name as of the ordinary course of business does not infringe on the rights of any PersonClosing Date.

Trademarks, Patents, Etc. Schedule 1.3 1.1(h) hereto sets forth a complete and accurate list of (a) all patents, "small patents" (i.e., Gebrauchsmaster and/or Geschmacksmuster) trademarks, trade names Trade Names and copyrights registered copyrights, in each case to the extent used or proposed to be used in connection with the Purchased Business (whether or not registered in the name of the Seller Company (and/or any of its affiliates) or used or proposed to be used by the Sellerany of its Shareholders), all applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto, and (b) all written agreements relating to other technology, know-how and processes which the Seller Company is licensed or authorized to use by others to use or which the Seller Company has licensed or authorized for use by others, in each case in connection with the Purchased Business. Except to the extent set forth in Schedule 1.31.1(h) hereto, the Seller Company owns or has the sole and exclusive right to use all patentspatents (i.e., Gebrauchsmaster and/or Geschmacksmuster), trademarks, trade names Trade Names and copyrights described in clause (a) of the preceding sentence for the uses set forth copyrights, in the registrations relating thereto, and has the right to use all technology, know-how and processesjurisdictions in which they are shown as registered, used or necessary for the conduct of the Purchased Business in the ordinary course of business as presently conducted or proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right, and each of these rights and other Intangibles should be duly transferred to Buyer; none of the Current Shareholders nor the Seller has granted, assigned, or licensed to any other person or entity the Trade Names or rights therein. No claims have been asserted, and the Seller has received no notice that any claims are pending, by any Person person regarding the use of any such patents, trademarks, trade names, copyrights, technology, know-how or processes, or challenging or questioning the validity or effectiveness of any license or agreement, and, to the best knowledge of the Company and each of its Shareholders, there is no basis for such claim. To the knowledge of the SellerCompany and each of its Shareholders, the use by the Seller Company of such patents, trademarks, trade names, copyrights, technology, know-how or processes used in the conduct of the Purchased Business in the ordinary course of business does not infringe on the rights of any Personperson.

Trademarks, Patents, Etc. Schedule 1.3 hereto 4.20 sets forth a complete and ---------- ------- --- -------- ---- accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of the Seller either Company or used or proposed to be used by the Sellereither Company, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto, and (b) all written agreements relating to other technology, know-how and processes which the Seller either Company is licensed or authorized by others to use or which the Seller either Company has licensed or authorized for use by others. Except to the extent set forth in Schedule 1.34.20, -------- ---- the Seller applicable Company owns or has the sole and exclusive right to use all patents, trademarks, trade names and copyrights described in clause (a) of the preceding sentence for the uses set forth in the registrations relating theretocopyrights, and has the right without restrictions to use all technology, know-how and processes, used or necessary for the ordinary course of business as presently conducted or proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. No claims have been asserted, and the Seller has received no notice that any claims are pending, by any Person regarding the use of any such patents, trademarks, trade names, copyrights, technology, know-how or processes, or challenging or questioning the validity or effectiveness of any license or agreement, and to the Sellers' knowledge there is no basis for such claim. To the knowledge of the SellerSellers' knowledge, the use by the Seller applicable Company of such patents, trademarks, trade names, copyrights, technology, know-how or processes in the ordinary course of business does not infringe in any material respect on the rights of any Personperson.

Trademarks, Patents, Etc. Schedule 1.3 SCHEDULE 1.1(g) hereto sets forth a complete and accurate list of (ai) all patents, trademarks, trade names, internet domain names and copyrights registered in the name of the Seller or used or proposed to be used by the Seller, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating theretothereto which are to be transferred pursuant to this Agreement, and (bii) all written agreements relating to other technology, know-how and processes which the Seller is licensed or authorized by others to use by others, or which the Seller has licensed or authorized for use by othersothers and which are to be transferred pursuant to this Agreement. Except to the extent set forth in Schedule 1.3SCHEDULE 1.1(g), the Seller owns or has the sole and exclusive right to use all such patents, trademarks, trade names, internet domain names and copyrights described in clause (a) of the preceding sentence for the uses set forth copyrights, in the registrations relating thereto, and has the right to use all technology, know-how and processesjurisdictions in which they are shown as registered, used or necessary for the ordinary course of business as presently conducted or proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. No claims have been asserted, and the Seller has received no notice that any claims are pending, by any Person person regarding the use of any such patents, trademarks, trade names, copyrights, technology, know-how how, internet domain names or processes, or challenging or questioning the validity or effectiveness of any license or agreement. To the knowledge of the Seller, the The use by the Seller of such patents, trademarks, trade names, copyrights, technology, know-how how, internet domain names or processes used by the Seller in the ordinary course of business does not not, to the knowledge of the Seller, infringe on the rights of any Personperson. All of Seller's patents, patent applications, registered trademarks, and trademark applications, and registered copyrights set forth on SCHEDULE 1.1(g) remain in good standing, with all fees and filings due as of the Closing Date having been duly made.

Trademarks, Patents, Etc. Schedule 1.3 3.20 hereto sets forth a ---------- ------- --- -------- ---- complete and accurate list of (a) all patents, trademarks, trade names and copyrights registered in the name of the Seller Xxxx-Star or any of its Subsidiaries or used or proposed to be used by the SellerXxxx-Star or any of its Subsidiaries, all applications therefor, and all licenses (as licensee or licensor) and other agreements relating thereto, and (b) all written agreements relating to other technology, know-how and processes which the Seller Xxxx-Star or any of its Subsidiaries is licensed or authorized by others to use or which the Seller Xxxx-Star or any of its Subsidiaries has licensed or authorized for use by others. Except to the extent set forth in Schedule 1.33.20, the Seller Xxxx-Star or one of its Subsidiaries owns or has the -------- ---- sole and exclusive right to use all patents, trademarks, trade names and copyrights described in clause (a) of the preceding sentence for the uses set forth in the registrations relating theretocopyrights, and has the right without restrictions to use all technology, know-know- how and processes, used or necessary for the ordinary course of business as presently conducted or proposed to be conducted, and the consummation of the transactions contemplated hereby will not alter or impair any such right. No claims have been asserted, and the Seller has received no notice that any claims are pending, by any Person person regarding the use of any such patents, trademarks, trade names, copyrights, technology, know-how or processes, or challenging or questioning the validity or effectiveness of any license or agreement, and there is no reasonable basis for such claim. To the knowledge of the Seller, the use by the Seller Xxxx-Star and its Subsidiaries of such patents, trademarks, trade names, copyrights, technology, know-how or processes in the ordinary course of business does not infringe on the rights of any Personperson.