Common use of Intellectual Properties Clause in Contracts

Intellectual Properties. The operation of the business of S2 New York requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 5.9, and rights granted to S2 New York pursuant to agreements listed on Schedule 5.9. Within the three-year period immediately prior to the date of this Agreement, the business of S2 New York did not make use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 5.9 and rights granted to S2 New York pursuant to agreements listed on Schedule 5.9. Except as otherwise set forth on Schedule 5.9, S2 New York owns all right, title and interest in the Intellectual Property listed on Schedule 5.9 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 5.9 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 5.9, no claim adverse to the interests of S2 New York in the Intellectual Property or agreements listed on Schedule 5.9 has been made in litigation. To the best knowledge, information and belief of S2 New York and the Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of S2 New York in any of the Intellectual Property or agreements listed on Schedule 5.9. Except as set forth on Schedule 5.9, no litigation is pending wherein S2 New York is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of S2 New York and the Shareholders, no such claim has been asserted or threatened against S2 New York, nor are there any facts that would give rise to such a claim. For purposes of this Section 5.9, “Intellectual Property” means domestic and foreign patents, patent applications, registered and unregistered trademarks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. S2 New York and the Shareholders will transfer any Intellectual Property owned by them and used in S2 New York’s business to INCA.

Intellectual Properties. The operation of the business of S2 New York CareView requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 5.94.8, and rights granted to S2 New York CareView pursuant to agreements listed on Schedule 5.94.8. Within the three-year period immediately prior to the date of this Agreement, the business of S2 New York CareView did not make use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 5.9 4.8 and rights granted to S2 New York CareView pursuant to agreements listed on Schedule 5.94.8. Except as otherwise set forth on Schedule 5.94.8, S2 New York CareView owns all right, title and interest in the Intellectual Property listed on Schedule 5.9 4.8 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 5.9 4.8 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 5.94.8, no claim adverse to the interests of S2 New York CareView in the Intellectual Property or agreements listed on Schedule 5.9 4.8 has been made in litigation. To the best knowledge, information and belief of S2 New York and the ShareholdersCareView’s management, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of S2 New York CareView in any of the Intellectual Property or agreements listed on Schedule 5.94.8. Except as set forth on Schedule 5.94.8, no litigation is pending wherein S2 New York CareView is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of S2 New York and the ShareholdersCareView’s management, no such claim has been asserted or threatened against S2 New YorkCareView, nor are there any facts that would give rise to such a claim. For purposes of this Section 5.94.8, “Intellectual Property” means domestic and foreign patents, patent applications, registered and unregistered trademarks and service marks, trade names, registered and unregistered copyrights, computer programs, data basesdatabases, trade secrets and proprietary information. S2 New York and the Shareholders CareView will transfer any Intellectual Property owned by them and used in S2 New YorkCareView’s business to INCAECGT.

Intellectual Properties. The operation of the business of S2 New York Global requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 5.94.13 attached hereto, and rights granted to S2 New York Global pursuant to agreements listed on Schedule 5.94.13. Within the three-three year period immediately prior to the date of this Agreement, the business of S2 New York Global did not make use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 5.9 4.13 and rights granted to S2 New York Global pursuant to agreements listed on Schedule 5.94.13. Except as otherwise set forth on Schedule 5.94.13, S2 New York Global owns all right, title and interest in the Intellectual Property listed on Schedule 5.9 4.13 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 5.9 4.13 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 5.94.13, no claim adverse to the interests of S2 New York Global in the Intellectual Property or agreements listed on Schedule 5.9 4.13 has been made in litigation. To the best knowledge, information and belief of S2 New York and the Principal Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of S2 New York Global in any of the Intellectual Property or agreements listed on Schedule 5.94.13. Except as set forth on Schedule 5.94.13, no litigation is pending wherein S2 New York Global is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of S2 New York and the Principal Shareholders, no such claim has been asserted or threatened against S2 New YorkGlobal, nor are there any facts that would give rise to such a claim. For purposes of this Section 5.94.13, “"Intellectual Property” " means domestic and foreign patents, patent applications, registered and unregistered trademarks trade marks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. S2 New York and the The Principal Shareholders will transfer any Intellectual Property owned by them it and used in S2 New York’s Global's business to INCA1STOP.

Intellectual Properties. The To the best knowledge of the Principal Shareholders after due inquiry the operation of the business of S2 New York business, the Mxxx Jxxx Group requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 5.93.16 attached hereto, and rights granted to S2 New York the Mxxx Jxxx Group pursuant to agreements listed on Schedule 5.93.16. Within the three-three year period immediately prior to the date of this Agreement, the business of S2 New York did not make the Mxxx Jxxx Group made use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 5.9 3.16 and rights granted to S2 New York the Mxxx Jxxx Group pursuant to agreements listed on Schedule 5.93.16. Except as otherwise set forth on Schedule 5.93.16, S2 New York the Mxxx Jxxx Group owns all right, title and interest in the Intellectual Property listed on Schedule 5.9 3.16 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 5.9 3.16 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 5.93.16, no claim adverse to the interests of S2 New York the Mxxx Jxxx Group in the Intellectual Property or agreements listed on Schedule 5.9 3.16 has been made in litigation. To the best knowledge, information and belief of S2 New York and the Principal Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of S2 New York the Mxxx Jxxx Group in any of the Intellectual Property or agreements listed on Schedule 5.93.16. Except as set forth on Schedule 5.93.16, no litigation is pending wherein S2 New York the Mxxx Jxxx Group is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of S2 New York and the Principal Shareholders, no such claim has been asserted or threatened against S2 New Yorkthe Mxxx Jxxx Group, nor are there any facts that would give rise to such a claim. For purposes of this Section 5.93.16, “"Intellectual Property” " means domestic and foreign patents, patent applications, registered and unregistered trademarks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. S2 New York and the The Principal Shareholders will transfer any Intellectual Property owned by them and used in S2 New York’s the Mxxx Jxxx Group business to INCAPladeo.

Intellectual Properties. The operation of the business of S2 New York GPEH or any of its subsidiaries requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 5.94.13 attached hereto, and rights granted to S2 New York GPEH or any of its subsidiaries pursuant to agreements listed on Schedule 5.94.13. Within the three-year period immediately prior to the date Since inception of this AgreementGPEH or any of its subsidiaries, neither the business of S2 New York did not make GPEH or any of its subsidiaries made use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 5.9 4.13 and rights granted to S2 New York GPEH or any of its subsidiaries pursuant to agreements listed on Schedule 5.94.13. Except as otherwise set forth on Schedule 5.94.13, S2 New York either GPEH or any of its subsidiaries owns all right, title and interest in the Intellectual Property listed on Schedule 5.9 4.13 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 5.9 4.13 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 5.94.13, no claim adverse to the interests of S2 New York GPEH or any of its subsidiaries in the Intellectual Property or agreements listed on Schedule 5.9 4.13 has been made in litigation. To the best knowledge, information and belief of S2 New York and the Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of S2 New York GPEH or any of its subsidiaries in any of the Intellectual Property or agreements listed on Schedule 5.94.13. Except as set forth on Schedule 5.94.13, no litigation is pending wherein S2 New York GPEH or any of its subsidiaries is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of S2 New York and the Shareholders, no such claim has been asserted or threatened against S2 New YorkGPEH or any of its subsidiaries, nor are there any facts that would give rise to such a claim. For purposes of this Section 5.94.13 and Section 5.13, “"Intellectual Property” " means domestic and foreign patents, patent applications, registered and unregistered trademarks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. S2 New York and the Shareholders will transfer any Intellectual Property owned by them it and used in S2 New York’s business GPEH's Business to INCADr. Owl.

Intellectual Properties. The operation of the business of S2 New York NYBD or any of its subsidiaries requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 5.94.13 attached hereto, and rights granted to S2 New York NYBD or any of its subsidiaries pursuant to agreements listed on Schedule 5.94.13. Within the three-three year period immediately prior to the date of this Agreement, neither the business of S2 New York did not make NYBD or any of its subsidiaries made use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 5.9 4.13 and rights granted to S2 New York NYBD or any of its subsidiaries pursuant to agreements listed on Schedule 5.94.13. Except as otherwise set forth on Schedule 5.94.13, S2 New York either NYBD or any of its subsidiaries owns all right, title and interest in the Intellectual Property listed on Schedule 5.9 4.13 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 5.9 4.13 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 5.94.13, no claim adverse to the interests of S2 New York NYBD or any of its subsidiaries in the Intellectual Property or agreements listed on Schedule 5.9 4.13 has been made in litigation. To the best knowledge, information and belief of S2 New York and the Principal Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of S2 New York NYBD or any of its subsidiaries in any of the Intellectual Property or agreements listed on Schedule 5.94.13. Except as set forth on Schedule 5.94.13, no litigation is pending wherein S2 New York NYBD or any of its subsidiaries is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of S2 New York and the Principal Shareholders, no such claim has been asserted or threatened against S2 New YorkNYBD or any of its subsidiaries, nor are there any facts that would give rise to such a claim. For purposes of this Section 5.94.13, “Intellectual Property” means domestic and foreign patents, patent applications, registered and unregistered trademarks trade marks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. S2 New York and the The Principal Shareholders will transfer any Intellectual Property owned by them it and used in S2 New York’s NYBD or any of its subsidiaries’ business to INCALEAGUE NOW.

Intellectual Properties. The operation of the business of S2 New York Integra requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 5.94.13 attached hereto, and rights granted to S2 New York Integra pursuant to agreements listed on Schedule 5.94.13. Within the three-three year period immediately prior to the date of this Agreement, neither the business of S2 New York did not make Integra made use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 5.9 4.13 and rights granted to S2 New York Integra pursuant to agreements listed on Schedule 5.94.13. Except as otherwise set forth on Schedule 5.94.13, S2 New York Integra owns all right, title and interest in the Intellectual Property listed on Schedule 5.9 4.13 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 5.9 4.13 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 5.94.13, no claim adverse to the interests of S2 New York Integra in the Intellectual Property or agreements listed on Schedule 5.9 4.13 has been made in litigation. To the best knowledge, information and belief of S2 New York and the Principal Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of S2 New York Integra in any of the Intellectual Property or agreements listed on Schedule 5.94.13. Except as set forth on Schedule 5.94.13, no litigation is pending wherein S2 New York Integra is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of S2 New York and the Principal Shareholders, no such claim has been asserted or threatened against S2 New YorkIntegra, nor are there any facts that would give rise to such a claim. For purposes of this Section 5.94.13, “"Intellectual Property” " means domestic and foreign patents, patent applications, registered and unregistered trademarks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. S2 New York and the The Principal Shareholders will transfer any Intellectual Property owned by them it and used in S2 New York’s Integra' business to INCAColumbialum.

Intellectual Properties. The To the best knowledge of the Principal Shareholders after due inquiry the operation of the business of S2 New York Bong or any of its subsidiaries requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 5.94.13 attached hereto, and rights granted to S2 New York Bong or any of its subsidiaries pursuant to agreements listed on Schedule 5.94.13. Within the three-three year period immediately prior to the date of this Agreement, neither the business of S2 New York did not make Bong or any of its subsidiaries made use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 5.9 4.13 and rights granted to S2 New York Bong or any of its subsidiaries pursuant to agreements listed on Schedule 5.94.13. Except as otherwise set forth on Schedule 5.94.13, S2 New York either Bong or any of its subsidiaries owns all right, title and interest in the Intellectual Property listed on Schedule 5.9 Sched­ule 4.13 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 5.9 4.13 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 5.94.13, no claim adverse to the interests of S2 New York Bong or any of its subsidiaries in the Intellectual Property or agreements listed on Schedule 5.9 4.13 has been made in litigation. To the best knowledge, information and belief of S2 New York and the Principal Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of S2 New York Bong or any of its subsidiaries in any of the Intellectual Property or agreements listed on Schedule 5.94.13. Except as set forth on Schedule 5.94.13, no litigation is pending wherein S2 New York Bong or any of its subsidiaries is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of S2 New York and the Principal Shareholders, no such claim has been asserted or threatened against S2 New YorkBong or any of its subsidiaries, nor are there any facts that would give rise to such a claim. For purposes of this Section 5.94.13, “Intellectual Property” means domestic and foreign patents, patent applications, registered and unregistered trademarks trade marks and service marks, trade names, registered regis­tered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. S2 New York and the The Principal Shareholders will transfer any Intellectual Property owned by them and used in S2 New York’s Bong or any of its subsidiaries’ business to INCAMillennium.

Intellectual Properties. The To the best knowledge of the Shareholder after due inquiry the operation of the business of S2 New York IPoint or any of its subsidiaries requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 5.94.13 attached hereto, and rights granted to S2 New York IPoint or any of its subsidiaries pursuant to agreements listed on Schedule 5.94.13. Within the three-three year period immediately prior to the date of this Agreement, neither the business of S2 New York did not make IPoint or any of its subsidiaries made use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 5.9 4.13 and rights granted to S2 New York IPoint or any of its subsidiaries pursuant to agreements listed on Schedule 5.94.13. Except as otherwise set forth on Schedule 5.94.13, S2 New York either IPoint or any of its subsidiaries owns all right, title and interest in the Intellectual Property listed on Schedule 5.9 4.13 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 5.9 4.13 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 5.94.13, no claim adverse to the interests of S2 New York IPoint or any of its subsidiaries in the Intellectual Property or agreements listed on Schedule 5.9 4.13 has been made in litigation. To the best knowledge, information and belief of S2 New York and the ShareholdersShareholder, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of S2 New York IPoint or any of its subsidiaries in any of the Intellectual Property or agreements listed on Schedule 5.94.13. Except as set forth on Schedule 5.94.13, no litigation is pending wherein S2 New York IPoint or any of its subsidiaries is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of S2 New York and the ShareholdersShareholder, no such claim has been asserted or threatened against S2 New YorkIPoint or any of its subsidiaries, nor are there any facts that would give rise to such a claim. For purposes of this Section 5.94.13, “Intellectual Property” means domestic and foreign patents, patent applications, registered and unregistered trademarks trade marks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. S2 New York and the Shareholders The Shareholder will transfer any Intellectual Property owned by them and used in S2 New York’s IPoint or any of its subsidiaries’ business to INCASwordfish.