ProtoSource Corporation definition

ProtoSource Corporation. (hereinafter referred to collectively as the "Intangible Rights"). All such licenses are in full force and effect and constitute legal, valid and binding obligations of the respective parties thereto; there have not been and there currently are not any material defaults thereunder by any party; and no event has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a material default thereunder. The validity, continuation and effectiveness of all such licenses under the current material terms thereof will in no way be affected by the transfer of such licenses to Buyer under this Agreement or, if any would be affected, Seller shall use all necessary and reasonable means at its disposal to cause an appropriate consent to such transfer to be delivered to Buyer prior to the Closing Date at no cost or other adverse consequence to the Software Division, Computer Training Center Division, and Market Street Division. Seller owns all the trademarks, trade names, service marks, copyrights, knowhow, patents and applications for patents listed on Schedule 4.9 and, except as set forth thereon, pays no royalty under any of them and has the exclusive right to bring actions for the infringement thereof. No product made or sold by the Software Division, Computer Training Center Division, and Market Street Division violates any such license or infringes any trademark, trade name, service ▇▇▇▇, copyright, know-how or patent of another. Except as listed on Schedule 4.9, there is no pending or, to the best of the knowledge of Seller, threatened claim or litigation against Seller contesting its right to use any of the trademarks, trade names and know-how or the validity of any of the licenses, copyrights and patents listed on such Schedule or asserting the misuse thereof. On the Closing Date all the Intangible Rights shall have been duly transferred to Buyer, so as to vest in Buyer all right, title and interest therein, and the Seller shall make, execute and deliver recordable assignments to effect and evidence such transfers as may be reasonably requested by Buyer. Prior to the Closing no party other than the Seller shall acquire any interest in any of the Intangible Rights.
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