Common use of Intangibles and Intellectual Property Clause in Contracts

Intangibles and Intellectual Property. Schedule 2.19 sets forth a list of all Intellectual Property owned, -------- ---- controlled or used by each of Aqua and Redwood Park. There are no claims or demand of any person nor any proceedings pending or, to the knowledge of NCP and CTC, threatened with respect to the Intellectual Property and NCP and CTC are not aware of any person or entity infringing upon such Intellectual Property. To the knowledge of NCP and CTC, the conduct of Aqua's and Redwood Park's businesses does not infringe upon any Intellectual Property rights of any third party. Each of Aqua and Redwood Park has the unencumbered right to use, free and clear of any claims, its intangible assets. Schedule 2.19 sets forth a -------- ---- complete and accurate list of all license agreements granting any right to use or practice any rights under any Intellectual Property, whether Aqua or Redwood Park is the licensee or licensor thereunder, and any assignments, consents, term, forbearances to s▇▇, judgments, orders, settlements or similar obligations relating to any Intellectual Property to which Aqua or Redwood Park is a party or otherwise bound (collectively, the "License Agreements"), indicating for each the title, the parties, date executed, whether or not it is exclusive and the Intellectual Property covered thereby. The License Agreements are valid and binding obligations of Aqua or Redwood Park, enforceable in accordance with their terms, and there exists no event or condition which will result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default by Aqua or Redwood Park under any such License Agreement, except for defaults, which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The Intellectual Property owned by or licensed to Aqua and Redwood Park constitutes all of the Intellectual Property used in or necessary for the conduct of Aqua's and Redwood Park's business. Aqua and Redwood Park have taken all reasonable steps to protect the Intellectual Property which it owns. The consummation of the transactions contemplated hereby will not result in the loss or impairment of Aqua's or Redwood Park's right to own or use any of the Intellectual Property, nor will they require the consent of any Governmental Authority or third party in respect of any such Intellectual Property. For purposes hereof, "Intellectual Property" means (i) trademarks, service marks, trade dress, logos, trade names and corporate names and registrations and applications for registration thereof, (ii) inventions, ideas, conceptions of potentially patentable subject matter and patent disclosures, whether or not reduced to practice and whether or not yet made the subject of a pending patent application or applications, (iii) statutory invention registrations, patents, patent registrations and patent applications and all improvements thereto, (iv) copyrights (registered or otherwise) and registrations and applications for registration thereof, (v) domain name registrations (vi) computer software, data and documentation, (vii) trade secrets and confidential business information, technology (including know-how and show-how), copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, (viii) copies and tangible embodiments of all the foregoing, in whatever form or medium, (ix) all rights to register trademarks and copyrights and to obtain rights to apply for patents and (x) all rights to s▇▇ for present and past infringement of any of the Intellectual Property rights hereinabove set out.

Intangibles and Intellectual Property. (a) Schedule 2.19 2.22 lists all Proprietary Rights (as such term is defined ------------- below) and sets forth a list of all Intellectual Property ownedany licenses related thereto and whether, -------- ---- controlled where and when each such Proprietary Right has been registered or used by each of Aqua filed with the United States Patent and Redwood Park. There are no claims Trademark Office or demand the United States Copyright Office or the corresponding office of any other jurisdictions. The Company owns or has a valid right to use the Proprietary Rights being used and proposed to be used to conduct the Business as now conducted and as proposed to be conducted free and clear of any Claims. Except as specified on Schedule 2.22, the ------------- Company has (i) no obligation to compensate any person nor or entity for the use of any such Proprietary Rights and (ii) not granted or assigned to, or become obligated to grant or assign to, any person or entity, including any Affiliate of the Sellers, any license or other right to use any of the Proprietary Rights, or otherwise licensed from others the Proprietary Rights of third parties, whether or not requiring the payment of royalties or fees. All of the Proprietary Rights will be owned or available for use by the Buyer on identical terms and conditions immediately following the Closing Date. (b) No Claims have been made or proceedings instituted or are pending or, to the knowledge best of NCP and CTCthe Sellers' knowledge, after due inquiry, threatened with respect which challenge the validity of the ownership or use by the Company of any of the Proprietary Rights and, to the Intellectual Property and NCP and CTC are not aware best of any person the Sellers' knowledge, after due inquiry, no facts or entity infringing upon circumstances exist which would form the basis for such Intellectual Property. To the knowledge of NCP and CTC, the conduct of Aqua's and Redwood Park's businesses does not infringe upon any Intellectual Property rights of any third party. Each of Aqua and Redwood Park Claims or proceedings. (c) The Company has the unencumbered right to use, free and clear of any claimsClaims, its intangible assetsProprietary Rights. Schedule 2.19 sets forth a -------- ---- complete None of the Company's customer lists have been sold, leased, licensed or otherwise disclosed either in whole or in part to any person or entity and accurate list of all license agreements granting no person or entity has any right to use or practice any rights under any Intellectual Property, whether Aqua or Redwood Park is the licensee or licensor thereunder, and any assignments, consents, term, forbearances to s▇▇, judgments, orders, settlements or similar obligations relating to any Intellectual Property to which Aqua or Redwood Park is a party or otherwise bound (collectively, the "License Agreements"), indicating for each the title, the parties, date executed, whether or not it is exclusive and the Intellectual Property covered thereby. The License Agreements are valid and binding obligations of Aqua or Redwood Park, enforceable in accordance with their terms, and there exists no event or condition which will result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default by Aqua or Redwood Park under any such License Agreement, except for defaults, which, individually or interest in the aggregate, could not reasonably be expected to customer list or any information therein. (d) The Sellers have a Material Adverse Effect. The Intellectual Property owned by or licensed to Aqua and Redwood Park constitutes all no knowledge of the Intellectual Property used in or necessary for the conduct of Aqua's and Redwood Park's business. Aqua and Redwood Park have taken all reasonable steps to protect the Intellectual Property which it owns. The consummation of the transactions contemplated hereby will not result in the loss or impairment of Aqua's or Redwood Park's right to own or infringing use any of the Intellectual Property, nor will they require the consent of any Governmental Authority Proprietary Rights or third party in respect the infringement of any such Intellectual Property. For purposes hereof, "Intellectual Property" means (i) trademarks, service marks, trade dress, logos, trade names and corporate names and registrations and applications for registration thereof, (ii) inventions, ideas, conceptions of potentially patentable subject matter and patent disclosures, whether or not reduced to practice and whether or not yet made the subject of a pending patent application or applications, (iii) statutory invention registrations, patents, patent registrations and patent applications and all improvements thereto, (iv) copyrights (registered or otherwise) and registrations and applications for registration thereof, (v) domain name registrations (vi) computer software, data and documentation, (vii) trade secrets and confidential business information, technology (including know-how and show-how), copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, (viii) copies and tangible embodiments of all the foregoing, in whatever form or medium, (ix) all rights to register trademarks and copyrights and to obtain rights to apply for patents and (x) all rights to s▇▇ for present and past infringement of Proprietary Rights by any of the Intellectual Property rights hereinabove set outother person.