Common use of Intellectual Property Assets Clause in Contracts

Intellectual Property Assets. The Company has, or has right to use all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “IAO Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO Intellectual Property necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO Intellectual Property, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO Intellectual Property.

Intellectual Property Assets. The Company has, or has right to use all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “IAO IAGI Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO IAGI Intellectual Property necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO IAGI Intellectual Property, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such IAO IAGI Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO IAGI Intellectual Property.

Intellectual Property Assets. The Company has, or has right to use Set forth in Schedule 2.16 is a list of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names or names, and copyrights, any and all applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary on behalf of, owned by, or material for use registered in connection with its business (collectivelythe name of the Corporation, “IAO Intellectual Property”)or of which the Corporation is a licensor or licensee or in which the Corporation has any right, title or interest. The Company Corporation owns or possesses adequate licenses or other rights to use all IAO patents, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, and know how (collectively, “Intellectual Property Property”) necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 to the Disclosure Schedule, and no claim is pending or, to the best of the CompanyCorporation’s knowledge, threatened to the effect that the operations of the Company Corporation infringe upon or conflict with the asserted rights of any other person Person under any IAO Intellectual Property, and, to the best of the CompanyCorporation’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 to the Disclosure ScheduleSchedule 2.16, no claim is pending or, to the best of the CompanyCorporation’s knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the CompanyCorporation, or which the Company Corporation otherwise has the right to use, is invalid or unenforceable by the CompanyCorporation, and, to the best of the CompanyCorporation’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the CompanyCorporation’s knowledge, all material technical information developed by and belonging to the Company that Corporation which has not been patented has been kept confidential. The Company Corporation has not granted or assigned to any other person or entity any right to manufacture, have manufactured manufactured, or assemble the products or proposed products or to provide the services or proposed services of the CompanyCorporation. The Company Except as set forth in Schedule 2.16, the Corporation has no material obligation to compensate any person Person for the use of any Intellectual Property nor has the Company Corporation granted to any person Person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Corporation.

Intellectual Property Assets. The Company has, Each Zest Entity has or has right rights to use use, all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “IAO Zest Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO Zest Intellectual Property necessary or material is sufficient to the permit each Zest Entity to conduct of its business as presently conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 3.11 to the Zest Disclosure Schedule, no claim is pending or, to the best of the Company’s Zest Entities’ knowledge, threatened to the effect that the operations of the Company Zest Entities infringe upon or conflict with the asserted rights of any other person under any IAO Intellectual Property, and, to the best of the Company’s Zest Entities’ knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 3.11 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s Zest Entities’ knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the CompanyZest Entities, or which the Company Zest Entities otherwise has have the right to use, is invalid or unenforceable by the CompanyZest Entities, and, to the best of the Company’s Zest Entities’ knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s Zest Entities’ knowledge, all material technical information developed by and belonging to the Company Zest Entities that has not been patented has been kept confidential. The Company Neither Zest Entity has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the CompanyZest Entities. The Company Neither Zest Entity has no any material obligation to compensate any person for the use of any Intellectual Property nor has the Company either Zest Entity granted to any person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Zest Entities.

Intellectual Property Assets. The Company has, or has right to use all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “IAO Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO Intellectual Property necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 3.8 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO Intellectual Property, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 3.8 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO Intellectual Property.

Intellectual Property Assets. The Company has, or has right to use all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “IAO IAGI Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO IAGI Intellectual Property necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 4.9 to the IAGI Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO IAGI Intellectual Property, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 4.9 to the IAGI Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such IAO IAGI Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO IAGI Intellectual Property.

Intellectual Property Assets. The Company has, or has right to use Exchange Act Reports set forth all ---------------------------- patents, patent rights, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names or and copyrights, any and all applications for such which are in the process of being prepared prepared, owned by or registered in the name of the Company and/or ICN and/or ICNI, or of which the Company and/or ICN and/or ICNI is a licensor or licensee or in which the Company and/or ICN and/or ICNI has any right. Each of the Company, ICN and other intellectual property rights ICNI has legal title and similar rights necessary ownership of, or material for full right to use in connection with its business all patents, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names, copyrights, licenses, internal domain names, domain name reservations, source and object codes, algorithms, architecture, structure, display, screens, layouts, manufacturing processes, formulae, trade secrets and know how (collectively, “IAO "Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO Intellectual Property ") necessary or material to the --------------------- conduct of its business as currently conducted and as proposed to be conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that the operations of the Company and/or ICN and/or ICNI infringe upon or conflict with the asserted rights of any other person Person under any IAO Intellectual Property, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in on Section 3.9 to 2.12 of the Disclosure ScheduleStatement, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, Company and/or ICN and/or ICNI or which the Company and/or ICN and/or ICNI otherwise has the right to use, is invalid or unenforceable by the CompanyCompany and/or ICN and/or ICNI, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s 's knowledge, all material technical information developed by and belonging to the Company that and/or ICN and/or ICNI which has not been patented has been kept confidential. The Neither the Company nor ICN nor ICNI has not granted or assigned to any other person or entity Person any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the CompanyCompany and/or ICN and/or ICNI. The Except as set forth in the Exchange Act Reports, neither the Company nor ICN nor ICNI has no material obligation to compensate any person Person for the use of any Intellectual Property nor has the Company nor ICN nor ICNI granted to any person Person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Company and/or of ICN and/or of ICNI.

Intellectual Property Assets. The Company has, or has right to use Exchange Act Reports set forth all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ mark applications, trade names or and copyrights, any applications for and all application▇ ▇▇r such which are in the process of being prepared prepared, owned by or registered in the name of the Company and/or ICN and/or ICNI, or of which the Company and/or ICN and/or ICNI is a licensor or licensee or in which the Company and/or ICN and/or ICNI has any right. Each of the Company, ICN and other intellectual property rights ICNI has legal title and similar rights necessary ownership of, or material for full right to use in connection with its business all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, licenses, internal dom▇▇▇ names, domain name reservations, source and object codes, algorithms, architecture, structure, display, screens, layouts, manufacturing processes, formulae, trade secrets and know how (collectively, “IAO "Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO Intellectual Property ") necessary or material to the conduct of its business as currently conducted and as proposed to be conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that the operations of the Company and/or ICN and/or ICNI infringe upon or conflict with the asserted rights of any other person Person under any IAO Intellectual Property, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in on Section 3.9 to 2.12 of the Disclosure ScheduleStatement, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, Company and/or ICN and/or ICNI or which the Company and/or ICN and/or ICNI otherwise has the right to use, is invalid or unenforceable by the CompanyCompany and/or ICN and/or ICNI, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s 's knowledge, all material technical information developed by and belonging to the Company that and/or ICN and/or ICNI which has not been patented has been kept confidential. The Neither the Company nor ICN nor ICNI has not granted or assigned to any other person or entity Person any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the CompanyCompany and/or ICN and/or ICNI. The Except as set forth in the Exchange Act Reports, neither the Company nor ICN nor ICNI has no material obligation to compensate any person Person for the use of any Intellectual Property nor has the Company nor ICN nor ICNI granted to any person Person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Company and/or of ICN and/or of ICNI.

Intellectual Property Assets. The Company has, or has right to use all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “IAO IAGI Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO IAGI Intellectual Property necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 4.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO IAGI Intellectual Property, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 4.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such IAO IAGI Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO IAGI Intellectual Property.

Intellectual Property Assets. The Except as set forth in Section 2.8 to the Disclosure Schedule, the Company has, or has right to use all owns no patents, patent rights, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ mark applications, trade names or copyrights, or any applications for such f▇▇ ▇uch which are in the process of being prepared and other intellectual property rights and similar rights necessary prepared, owned by or material for use registered in connection with its business (collectivelythe name of the Company, “IAO Intellectual Property”)or of which the Company is a licensor or licensee or in which the Company has any right. The Company owns or possesses adequate licenses or other rights to use all IAO Intellectual Property patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, manufacturing processes, ▇▇rmulae, trade secrets and know how (collectively, "INTELLECTUAL PROPERTY") necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 2.8 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO Intellectual Property, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 2.8 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s 's knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s 's knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s 's knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO Intellectual PropertyProperty of the Company.