Common use of Intangible Personal Property Clause in Contracts

Intangible Personal Property. The Disclosure Letter contains an accurate and complete list of all distributorship, franchise and license agreements (whether the Company or any of its Subsidiaries is the grantor or grantee of such distributorship, franchise or license), and all patents, patent applications, trademarks, trademark applications and trade names (whether the Company or any of its Subsidiaries owns such items or is licensed to use them) currently owned or used by the Company or, with respect to the ABG Assets, Scherer (the "Intellectual Property"). The Company or a wholly-owxxx Xxxsidiary of the Company, or, with respect to the ABG Assets, Scherer, is the sole and exclusive owner of, or (in the case of txx Xxxxany or any of its Subsidiaries) is a valid licensee or lessee of, or has the right to use in the manner currently used, each of said items of Intellectual Property and has the right to use in the manner currently used all other items of intangible personal property (including, without limitation, copyrights) owned or used by the Company or any of its Subsidiaries in any of their businesses or used by Scherer, the Company or any of its Subsidiaries with respect to txx XXX Assets or the ABG Business (together with the Intellectual Property, the "Intangible Property"); said items of Intangible Property represent the only intangible personal property required by the Company and its Subsidiaries in order to operate the ABG Business and the businesses presently conducted by the Company and its Subsidiaries; there are no claims or demands against Scherer, the Company or any of its Subsidiaries with respect to axx xx xuch items of Intangible Property, and no proceedings have been instituted, are pending, or to the knowledge of the Company have been threatened to terminate or cancel any such agreements or which challenge the right of Scherer, the Company or any of its Subsidiaries with respect to axx xx xaid items of Intangible Property; and there are no facts known to the Company which make it likely that any such agreements will not be renewed at their next expiration date or which might reasonably serve as the basis, in whole or in part, of any claim that any part of the business carried on by the Company or any of its Subsidiaries infringes the patent, trademark, trade name, copyright, or other rights of any other person. With respect to the Terumo litigation referenced in the Disclosure Letter, the Company makes no representation as to the likelihood of any ultimate determination, whether positive or negative. Subject to the interests of the Company's distributors in information generated by such distributors, the Company and its Subsidiaries have the unrestricted right to use, free from any rights or claims of others, all trade secrets and customer lists which the Company or any of its Subsidiaries has used or which the Company or any of its Subsidiaries is now using in connection with the sale of any and all products or services which have been or are being sold by the Company or any of its Subsidiaries, including assets included within the ABG Business.

Intangible Personal Property. The Disclosure Letter Part 12(a) of the Schedule contains an accurate a true and complete list and summary description of all distributorshiptrademarks, franchise and license agreements (whether the Company or any of its Subsidiaries is the grantor or grantee of such distributorshipservice marks, franchise or license)trade names, and copyrights and applications for the foregoing, all patentsfranchises, patent applications, trademarks, trademark applications permits and trade names (whether the Company or any of its Subsidiaries owns such items or is licensed to use them) currently other authorizations owned or used by the Company orCorporation and Subsidiaries, with respect all licenses to which the ABG AssetsCorporation or any Subsidiary is a licensor or licensee, Scherer (all non-competition covenants, and all other intangible personal property owned or used by the "Intellectual Property")Corporation and Subsidiaries. The Company or a wholly-owxxx Xxxsidiary Each of the CompanyCorporation and Subsidiaries validly owns or is validly licensed under all intangible properties which are required or necessary for the conduct of its business as now conducted, or, with respect to and except as set forth on Part 12(b) of the ABG Assets, SchererSchedule, is the sole and exclusive owner ofof said properties, or (in the case free and clear of txx Xxxxany or any of its Subsidiaries) is a valid licensee or lessee of, or all Liens and has the unrestricted right to use in the manner currently usedsaid properties, each of said items of Intellectual Property and has the right to use in the manner currently used all other items of intangible personal property (includinghaving not granted or entered into any agreement, without limitationcovenant, copyrights) owned license or used by the Company or any of its Subsidiaries in any of their businesses or used by Scherer, the Company or any of its Subsidiaries sublicense with respect to txx XXX Assets or thereto. Except as set forth on Part 12(c) of the ABG Business (together with the Intellectual PropertySchedule, the "Intangible Property"); said items of Intangible Property represent the only intangible personal property required by the Company and its Subsidiaries in order to operate the ABG Business and the businesses presently conducted by the Company and its Subsidiaries; there are no claims or demands have been asserted against Scherer, the Company Corporation or any of its Subsidiaries Subsidiary with respect to axx xx xuch any such items of Intangible Propertyintangible property, and no proceedings have been instituted, are pendingpending or, or to the knowledge of the Company Indemnitors' knowledge, have been threatened to terminate or cancel any such agreements or which challenge the right rights of Scherer, the Company Corporation or any of its Subsidiaries Subsidiary with respect to axx xx xaid items any of Intangible Property; such assets. To the Indemnitors' knowledge and there are no facts known to except as set forth on Part 12(c) of the Company which make it likely that Schedule, the businesses and operations of the Corporation and Subsidiaries, and the use or publication by them of their trademarks, trade names, and advertising literature and other intangible personal properties do not involve infringement or claimed infringement of any such agreements will not be renewed at their next expiration date United States trademark, trade name, or which might reasonably serve as copyright. No director, officer, stockholder, employee, consultant, distributor, representative, advisor, salesman or agent of the basisCorporation or any Subsidiary owns, directly or indirectly, in whole or in part, any trademarks, trade names, or copyrights, or applications for the foregoing, or tangible personal property which the Corporation or any Subsidiary is presently using or the use of any claim that any part which is necessary for the business of the business carried on by the Company Corporation or any Subsidiary as now conducted. To the Indemnitors' knowledge, none of its Subsidiaries infringes the patentdirectors, trademarkofficers, stockholders, employees, consultants, distributors, agents, representatives, advisors or salesmen of the Corporation or any Subsidiary has entered into any agreement regarding know-how, trade name, copyrightsecrets, or other rights prohibition or restriction of competition, or solicitation of customers or any other person. With respect to the Terumo litigation referenced in the Disclosure Letter, the Company makes no representation as to the likelihood of any ultimate determinationsimilar restrictive agreement or covenant, whether positive written or negative. Subject to oral, with any Persons other than the interests of the Company's distributors in information generated by such distributors, the Company Corporation and its Subsidiaries have the unrestricted right to use, free from any rights or claims of others, all trade secrets and customer lists which the Company or any of its Subsidiaries has used or which the Company or any of its Subsidiaries is now using in connection with the sale of any and all products or services which have been or are being sold by the Company or any of its Subsidiaries, including assets included within the ABG Business.

Intangible Personal Property. The Disclosure Letter contains an accurate To the extent transferable, all of Seller's rights, if any, to the telephone numbers of the Facility and complete list of all distributorshipthe medical records, franchise and license agreements (whether the Company or any of its Subsidiaries is the grantor or grantee of such distributorshipadministrative records, franchise or license)manuals, and all patents, patent applications, trademarks, trademark applications other books and trade names (whether the Company or any of its Subsidiaries owns such items or is licensed to use them) currently owned or used by the Company or, with respect records relating directly to the ABG Assets, Scherer (the "Intellectual Property"). The Company or a wholly-owxxx Xxxsidiary operation of the CompanyFacility and located therein, orlien waivers, with respect to the ABG Assetssurety agreements, Schererpayment and performance bonds, is the sole warranties, guaranties, utility use agreements, covenants, commitments, permits, certificates, approvals, and exclusive owner of, or (in the case of txx Xxxxany or any of its Subsidiaries) is a valid licensee or lessee of, or has the right to use in the manner currently used, each of said items of Intellectual Property and has the right to use in the manner currently used all other items of intangible personal property of every kind and nature (including, without limitation, copyrightsthe name of the Facility) owned which can be legally transferred and which relate directly to the Facility (the "Intangible Personal Property"), and including accounts receivable relating to the Facility, but excluding cash and cash equivalents; provided, however, that in no event shall the Intangible Personal Property to be transferred by Seller to Purchaser hereunder include any of the proprietary systems, methods, procedures and controls employed by Seller or any written materials, manuals or brochures used by Seller to document the Company or any same, all of its Subsidiaries in any which are to remain the property of their businesses or used by Scherer, Seller. Hereinafter the Company or any of its Subsidiaries with respect to txx XXX Assets or the ABG Business (together with the Intellectual Real Property, the Facility, the Personal Property, the Inventory and the Intangible Personal Property shall sometimes be collectively referred to as "Intangible PropertySeller's Assets." Seller acknowledges and agrees that except as otherwise provided herein, Purchaser is not assuming any of the liabilities of the Seller or the Facility whether known or unknown, contingent or fixed, which relate to the period prior to the Closing Date (the "Non-Assumed Liabilities"); said items of Intangible Property represent the only intangible personal property required by the Company . Purchaser understands and its Subsidiaries in order to operate the ABG Business acknowledges that Seller leases, and the businesses presently conducted by the Company and its Subsidiaries; there are no claims or demands against Schererdoes not own, the Company or any of its Subsidiaries with respect to axx xx xuch items of Intangible Real Property, the Facility and no proceedings have been instituted, are pending, some or to the knowledge all of the Personal Property from Meditrust Company have been threatened LLC (formerly known as Meditrust Acquisition Corporation I) ("Meditrust"), and Purchaser agrees that the execution and delivery by Meditrust of certain documents,. including without limitation a deed is required as a condition to terminate or cancel any Seller's and Purchaser's obligations hereunder. Seller agrees that it will make all reasonable efforts, with all due diligence, to cause Meditrust to take such agreements or which challenge action as is necessary to consummate the right of Scherer, the Company or any of its Subsidiaries with respect to axx xx xaid items of Intangible Property; and there are no facts known to the Company which make it likely that any such agreements will not be renewed at their next expiration date or which might reasonably serve as the basis, in whole or in part, of any claim that any part of the business carried on transaction contemplated by the Company or any of its Subsidiaries infringes the patent, trademark, trade name, copyright, or other rights of any other person. With respect to the Terumo litigation referenced in the Disclosure Letter, the Company makes no representation as to the likelihood of any ultimate determination, whether positive or negative. Subject to the interests of the Company's distributors in information generated by such distributors, the Company and its Subsidiaries have the unrestricted right to use, free from any rights or claims of others, all trade secrets and customer lists which the Company or any of its Subsidiaries has used or which the Company or any of its Subsidiaries is now using in connection with the sale of any and all products or services which have been or are being sold by the Company or any of its Subsidiaries, including assets included within the ABG Businessthis Agreement.

Intangible Personal Property. The Disclosure Letter contains an accurate and complete (a) Set forth on Schedule 2.8A is a list of all distributorship, franchise and license agreements (whether the Company or any of its Subsidiaries is the grantor or grantee of such distributorship, franchise or license), and all patents, patent applications, trademarks, trademark applications and trade names (whether the Company or any of its Subsidiaries owns such items or is licensed to use them) currently intangible personal property owned or used by the Company or, with respect to the ABG Assets, Scherer (the "Intellectual Property"). The Company or a wholly-owxxx Xxxsidiary any of the CompanySubject Entities or Subject Subsidiaries that is necessary for the operation of the business of the Subject Entities or Subject Subsidiaries as presently conducted, or, with respect to the ABG Assets, Scherer, is the sole and exclusive owner of, or (in the case of txx Xxxxany or any of its Subsidiaries) is a valid licensee or lessee of, or has the right to use in the manner currently used, each of said items of Intellectual Property and has the right to use in the manner currently used all other items of intangible personal property (including, without limitation, any and all trademarks, tradenames, trademark or tradename applications, copyrights) owned , copyright applications, service marks, logos, trade secrets or used other proprietary information (collectively, "Subject Entity Intangible Personal Property"). Except as set forth on Schedule 2.8A, the Subject Entities or Subject Subsidiaries, as the case may be, own or possess valid and binding licenses or other rights to use the Subject Entity Intangible Personal Property. All actions necessary to maintain the registration, application or use of the Subject Entity Intangible Personal Property have been taken by the Company Subject Entities or Subject Subsidiaries, as the case may be, and neither the Subject Entities nor the Subject Subsidiaries have engaged in any conduct or omitted to perform any necessary act, the result of which could invalidate, abandon or otherwise render the rights of Vistana or any of its Subsidiaries in subsidiaries to any of their businesses Subject Entity Intangible Personal Property unenforceable. Except for license royalties or used by Schererfees payable to third parties as set forth on Schedule 2.8A, the Company Subject Entities and the Subject Subsidiaries are not required to pay any royalty, license, fee or any of its Subsidiaries similar compensation with respect to txx XXX Assets or the ABG Business (together with the Intellectual Property, the "Subject Entity Intangible Property"); said items of Intangible Personal Property represent the only intangible personal property required by the Company and its Subsidiaries in order to operate the ABG Business and the businesses presently conducted by the Company and its Subsidiaries; there are no claims or demands against Scherer, the Company or any of its Subsidiaries with respect to axx xx xuch items of Intangible Property, and no proceedings have been instituted, are pending, or to the knowledge of the Company have been threatened to terminate or cancel any such agreements or which challenge the right of Scherer, the Company or any of its Subsidiaries with respect to axx xx xaid items of Intangible Property; and there are no facts known to the Company which make it likely that any such agreements will not be renewed at their next expiration date or which might reasonably serve as the basis, in whole or in part, of any claim that any part of the business carried on by the Company or any of its Subsidiaries infringes the patent, trademark, trade name, copyright, or other rights of any other person. With respect to the Terumo litigation referenced in the Disclosure Letter, the Company makes no representation as to the likelihood of any ultimate determination, whether positive or negative. Subject to the interests of the Company's distributors in information generated by such distributors, the Company and its Subsidiaries have the unrestricted right to use, free from any rights or claims of others, all trade secrets and customer lists which the Company or any of its Subsidiaries has used or which the Company or any of its Subsidiaries is now using in connection with the sale current or prior conduct of the business of the Subject Entities and the Subject Subsidiaries. Except as set forth on Schedule 2.8A, the use by the Subject Entities or the Subject Subsidiaries of the Subject Entity Intangible Personal Property does not infringe or violate the proprietary rights of any third party and all products or services which no claims have been asserted by any person with respect to the use of the Subject Entity Intangible Personal Property. No third party is engaged in any activity which would constitute infringement of a Subject Entity's or are being sold by a Subject Subsidiary's rights in the Company or any of its Subsidiaries, including assets included within the ABG BusinessSubject Entity Intangible Personal Property.

Intangible Personal Property. The Disclosure Letter contains an accurate and complete list of all distributorship, franchise and license agreements (whether the Company or any of its Subsidiaries is the grantor or grantee of such distributorship, franchise or license), and all patents, patent applications, trademarks, trademark applications and trade names (whether the Company or any of its Subsidiaries owns such items or is licensed to use them) currently owned or used by the Company or, with respect to the ABG Assets, Scherer Xxxxxxx (the "Intellectual Property"). The Company or a wholly-owxxx Xxxsidiary owned Subsidiary of the Company, or, with respect to the ABG Assets, SchererXxxxxxx, is the sole and exclusive owner of, or (in the case of txx Xxxxany the Company or any of its Subsidiaries) is a valid licensee or lessee of, or has the right to use in the manner currently used, each of said items of Intellectual Property and has the right to use in the manner currently used all other items of intangible personal property (including, without limitation, copyrights) owned or used by the Company or any of its Subsidiaries in any of their businesses or used by SchererXxxxxxx, the Company or any of its Subsidiaries with respect to txx XXX the ABG Assets or the ABG Business (together with the Intellectual Property, the "Intangible Property"); said items of Intangible Property represent the only intangible personal property required by the Company and its Subsidiaries in order to operate the ABG Business and the businesses presently conducted by the Company and its Subsidiaries; there are no claims or demands against SchererXxxxxxx, the Company or any of its Subsidiaries with respect to axx xx xuch any of such items of Intangible Property, and no proceedings have been instituted, are pending, or to the knowledge of the Company have been threatened to terminate or cancel any such agreements or which challenge the right of SchererXxxxxxx, the Company or any of its Subsidiaries with respect to axx xx xaid any of said items of Intangible Property; and there are no facts known to the Company which make it likely that any such agreements will not be renewed at their next expiration date or which might reasonably serve as the basis, in whole or in part, of any claim that any part of the business carried on by the Company or any of its Subsidiaries infringes the patent, trademark, trade name, copyright, or other rights of any other person. With respect to the Terumo litigation referenced in the Disclosure Letter, the Company makes no representation as to the likelihood of any ultimate determination, whether positive or negative. Subject to the interests of the Company's distributors in information generated by such distributors, the Company and its Subsidiaries have the unrestricted right to use, free from any rights or claims of others, all trade secrets and customer lists which the Company or any of its Subsidiaries has used or which the Company or any of its Subsidiaries is now using in connection with the sale of any and all products or services which have been or are being sold by the Company or any of its Subsidiaries, including assets included within the ABG Business.