Intangible Property Rights. (a) The Seller owns or exclusively holds all rights to, free and clear of all liens, claims and restrictions, all Intellectual Property Rights used in the conduct of the Seller's business as now conducted. The Seller does not, to the knowledge of Seller, after due inquiry and the exercise of reasonable diligence, infringe upon the right or claimed right of any person under or with respect to any of the above. The Seller is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to any patent used in the conduct of the Business, nor is the Seller presently under any license or contract obligation to pay royalties or fees with respect to third-party trademarks, copyrights or other Intellectual Property Rights in connection with the conduct of the Seller's Business. (b) Seller has no knowledge of, nor has Seller received any notice of, any facts which indicate that the Seller does not either (i) own or (ii) have the unrestricted right to the use of all Intellectual Property Rights necessary to the development, operation and sale of all products and services sold by it, including trade secrets, free and clear of any rights, liens and claims of others. To the knowledge of Seller, the Seller is not using any confidential information or trade secrets of any former employer or any of its past or present employees. (c) The Seller has taken reasonable security measures to protect the secrecy, confidentiality, and value of the trade secrets referred to in paragraph (b) of this section 3.16. (d) For the purposes of this agreement "Intellectual Property Rights" means all (i) rights in patents and patentable subject matter, whether or not the subject of an application, (ii) rights in trademarks, service marks, names, trade names, trade dress, logos, slogans, symbols and other designators of origin, registered or unregistered, (iii) rights in copyrightable subject matter including without limitation computer programs (including without limitation source code, object code, on-line files, testing materials, development, debugging and quality assurance tools, testing suites, reports, etc.) ("collectively, "Software"), data bases, website content, manuals and all forms of associated documentation therefor and protectable designs, registered or unregistered, (iv) trade secrets and other proprietary non-public information, (v) rights in Internet domain names, uniform resource locators and e-mail addresses, (vi) rights in semiconductor topographies (mask works), registered or unregistered, (vii) know-how, (viii) all rights in technical data, proprietary processes, drawings, work-in-progress, research and development, (ix) all applications for any of the foregoing, registrations thereof and all renewals or extensions of such application and registrations, and (x) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of governmental regulation, Contract, license or otherwise, and the right to prosecute past infringements of any such rights.
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Intangible Property Rights. (a) The Seller owns or exclusively holds all rights toto use, free and clear of all liens, claims and restrictions, all Intellectual Property Rights patents, trademarks, service marks, trade names, and copyrights used in the conduct of the Seller's business as now conductedBusiness. The In operating the Business in the matter in which it is currently being operated, Seller does not, to the knowledge of Seller, after due inquiry and the exercise of reasonable diligence, not infringe upon the right or claimed right of any person under or with respect to any of the above. The Except as reflected on schedule 3, in connection with the operation of the Business, Seller is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to any patent used in the conduct of the Business, nor is the Seller presently under any license or contract obligation to pay royalties or fees with respect to third-party trademarks, copyrights or other Intellectual Property Rights intellectual property in connection with the conduct of the Seller's Business.
(b) Seller has no knowledge of, nor has Seller received any notice of, any facts which indicate that that, in connection with the operation of the Business, Seller does not either (i) own or (ii) have the unrestricted right to the use in the world-wide agricultural and horticultural markets of all Intellectual Property Rights know-how, customer information and lists, inventions, designs, processes, chemical formulations, raw material specifications, manufacturing specifications and quality assurance specifications, computer programs and technical data necessary to the development, manufacture, operation and sale of all products and services sold by itit in connection with the conduct of the Business, including trade secrets, free and clear of any rights, liens and claims of others. To the knowledge of Seller, the Seller is not using any confidential information or trade secrets of any former employer or any of its past or present employees.
(c) The Seller has taken reasonable security measures to protect the secrecy, confidentiality, confidentiality and value of the trade secrets referred to in paragraph (b) of this section 3.164.12.
(d) For the purposes of this agreement "Intellectual Property Rights" means all (i) rights in patents and patentable subject matter, whether or not the subject of an application, (ii) rights in trademarks, service marks, names, trade names, trade dress, logos, slogans, symbols and other designators of origin, registered or unregistered, (iii) rights in copyrightable subject matter including without limitation computer programs (including without limitation source code, object code, on-line files, testing materials, development, debugging and quality assurance tools, testing suites, reports, etc.) ("collectively, "Software"), data bases, website content, manuals and all forms of associated documentation therefor and protectable designs, registered or unregistered, (iv) trade secrets and other proprietary non-public information, (v) rights in Internet domain names, uniform resource locators and e-mail addresses, (vi) rights in semiconductor topographies (mask works), registered or unregistered, (vii) know-how, (viii) all rights in technical data, proprietary processes, drawings, work-in-progress, research and development, (ix) all applications for any of the foregoing, registrations thereof and all renewals or extensions of such application and registrations, and (x) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of governmental regulation, Contract, license or otherwise, and the right to prosecute past infringements of any such rights.
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Intangible Property Rights. (aSchedules 4.5(C) and 4.5(E) are true and complete lists of all Intangibles applied for, issued to or owned by the Company, under which the Company is licensed or franchised or in which the Company holds any rights. All of the Intangibles listed on Schedules 4.5(C) and 4.5(E) are valid and in good standing are assignable and, to Seller's knowledge, uncontested, and the Company had delivered to Buyer copies and required assignments of all documents establishing those Intangibles. The Seller Intangibles listed on Schedules 4.5(C) and 4.5(E) are all such property necessary to operate the Business as now operated. The Company is not infringing upon or otherwise acting adversely to any Intangibles owned by any other person or persons. No employee of the Company has any right in or to the Company's proprietary information, including without limitation, computer programs used in the Company's business. The Company owns or exclusively holds all rights to, free and clear of all liens, claims and restrictions, all Intellectual Property Rights patents, software trademarks, service marks, trade names, and copyrights used in the conduct of the Seller's business Business as now conducted. The Seller Company does not, to the knowledge of Seller, after due inquiry and the exercise of reasonable diligence, infringe upon the right or claimed right or claimed right of any person under or with respect to any of the above. The Seller Company is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to any patent used in the conduct of the its Business, nor is the Seller Company presently under any license or contract obligation to pay royalties or fees with respect to third-party trademarks, copyrights or other Intellectual Property Rights intellectual property in connection with the conduct of the Seller's Business.
(b) . Seller has no knowledge of, nor has Seller received any notice of, any facts which indicate that the Seller Company does not either (i) own or (ii) have the unrestricted right to the use of all Intellectual Property Rights know-how, customer lists, inventions, designs, processes, computer programs, software (and source code) and technical data necessary to the development, manufacture, operation and sale of all products and services sold by it, including trade secrets, free and clear of any rights, liens and claims of others. To the knowledge of Seller, after due inquiry and the Seller exercise of reasonable diligence, the Company is not using any confidential information or trade secrets of any former employer or any of its past or present employees.
(c) The Seller has taken reasonable security measures to protect the secrecy, confidentiality, and value of the trade secrets referred to in paragraph (b) of this section 3.16.
(d) For the purposes of this agreement "Intellectual Property Rights" means all (i) rights in patents and patentable subject matter, whether or not the subject of an application, (ii) rights in trademarks, service marks, names, trade names, trade dress, logos, slogans, symbols and other designators of origin, registered or unregistered, (iii) rights in copyrightable subject matter including without limitation computer programs (including without limitation source code, object code, on-line files, testing materials, development, debugging and quality assurance tools, testing suites, reports, etc.) ("collectively, "Software"), data bases, website content, manuals and all forms of associated documentation therefor and protectable designs, registered or unregistered, (iv) trade secrets and other proprietary non-public information, (v) rights in Internet domain names, uniform resource locators and e-mail addresses, (vi) rights in semiconductor topographies (mask works), registered or unregistered, (vii) know-how, (viii) all rights in technical data, proprietary processes, drawings, work-in-progress, research and development, (ix) all applications for any of the foregoing, registrations thereof and all renewals or extensions of such application and registrations, and (x) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of governmental regulation, Contract, license or otherwise, and the right to prosecute past infringements of any such rights.
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