Common use of Proprietary Assets Clause in Contracts

Proprietary Assets. 2.13.1 Attached as Part 2.13 of the Disclosure Schedule is (i) a description of all Proprietary Assets owned by, licensed to or used in the business of Company together with a designation of ownership, and (ii) a listing of all agreements or arrangements which affect the ownership or use of any Proprietary Asset. Except as set forth in Part 2.13 of the Disclosure Schedules, Company is, or upon consummation of the transactions contemplated hereby will be, the owner of all right, title and interest in and to each such Proprietary Asset free and clear of all Encumbrances or has the right to use, free and clear of royalties or any claims or rights of others, such Proprietary Assets; 2.13.2 To the best of Company's knowledge, Company has taken all measures and precautions necessary to protect the confidentiality and value of each Proprietary Asset identified or required to be identified in Part 2.13 of the Disclosure Schedule; 2.13.3 To the best of Company's knowledge, except as set forth in Part 2.13 of the Disclosure Schedule, all current and former employees and consultants of Company have executed an agreement regarding confidentiality and proprietary information substantially in the form or forms attached as Exhibit "C." To Company's and each Shareholder's Knowledge, none of the employees or consultants of Company is in violation thereof; 2.13.4 To the best of Company's knowledge, Company is not infringing, and has not at any time infringed or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement of, any Proprietary Asset owned or used by any other Person. To the best Knowledge of Company and each Shareholder, no other Person is infringing, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset owned or used by Company; 2.13.5 To the best of Company's knowledge, the Proprietary Assets identified in Part 2.13 of the Disclosure Schedule constitute all of the Proprietary Assets necessary to enable Company to conduct its business in the manner in which its business is currently being conducted; 2.13.6 To the best of Company's knowledge, Company has not licensed or sublicensed any party to use any of the Proprietary Assets; 2.13.7 To the best of Company's knowledge, there are no Orders pending against or affecting the Proprietary Assets; 2.13.8 To the best of Company's knowledge, there is no unexpired valid patent on products or processes that Company uses in manufacturing its products that Company is not entitled to use; 2.13.9 To the best of Company's knowledge, neither the Selling Shareholder nor any officer, director or employee of Company or, to the Knowledge of Company or any Shareholder, any third party has an interest in any of the Proprietary Assets; 2.13.10 To the best of Company's knowledge, there is no governmental restriction or limitation, domestic or foreign, on the manner in which any of the Proprietary Assets may be used.

Proprietary Assets. 2.13.1 Attached as Part 2.13 of the Disclosure Schedule is (i) a description of all Proprietary Assets owned by, licensed to or used in the business of Company Buyer together with a designation of ownership, and (ii) a listing of all agreements or arrangements which affect the ownership or use of any Proprietary Asset. Except as set forth in Part 2.13 of the Disclosure Schedules, Company Buyer is, or upon consummation of the transactions contemplated hereby Exhibit 2.1 - Pg. 11 will be, the owner of all right, title and interest in and to each such Proprietary Asset free and clear of all Encumbrances or has the right to use, free and clear of royalties or any claims or rights of others, such Proprietary Assets; 2.13.2 To the best of CompanyBuyer's knowledge, Company Buyer has taken all measures and precautions necessary to protect the confidentiality and value of each Proprietary Asset identified or required to be identified in Part 2.13 of the Disclosure Schedule; 2.13.3 To the best of CompanyBuyer's knowledge, except as set forth in Part 2.13 of the Disclosure Schedule, all current and former employees and consultants of Company have executed an agreement regarding confidentiality and proprietary information substantially in the form or forms attached as Exhibit "C." To Company's and each Shareholder's Knowledge, none of the employees or consultants of Company is in violation thereof; 2.13.4 To the best of Company's knowledge, Company Buyer is not infringing, and has not at any time infringed or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement of, any Proprietary Asset owned or used by any other Person. To the best Knowledge of Company Buyer and each Shareholder, no other Person is infringing, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset owned or used by CompanyBuyer; 2.13.5 2.13.4 To the best of CompanyBuyer's knowledge, the Proprietary Assets identified in Part 2.13 of the Disclosure Schedule constitute all of the Proprietary Assets necessary to enable Company Buyer to conduct its business in the manner in which its business is currently being conducted; 2.13.6 2.13.5 To the best of CompanyBuyer's knowledge, Company Buyer has not licensed or sublicensed any party to use any of the Proprietary Assets; 2.13.7 2.13.6 To the best of CompanyBuyer's knowledge, there are no Orders pending against or affecting the Proprietary Assets; 2.13.8 2.13.7 To the best of CompanyBuyer's knowledge, there is no unexpired valid patent on products or processes that Company Buyer uses in manufacturing its products that Company Buyer is not entitled to use; 2.13.9 2.13.8 To the best of CompanyBuyer's knowledge, neither the Selling Shareholder nor any officer, director or employee of Company Buyer or, to the Knowledge of Company Buyer or any Shareholder, any third party has an interest in any of the Proprietary Assets; 2.13.10 2.13.9 To the best of CompanyBuyer's knowledge, there is no governmental restriction or limitation, domestic or foreign, on the manner in which any of the Proprietary Assets may be used.

Proprietary Assets. 2.13.1 Attached as Part 2.13 of the Disclosure Schedule is (i) a description of all Proprietary Assets owned by, licensed to or used in the business of Company together with a designation of ownership, and (ii) a listing of all agreements or arrangements which affect the ownership or use of any Proprietary Asset. Except as set forth in Part 2.13 of the Disclosure Schedules, Company is, or upon consummation of the transactions contemplated hereby will be, the owner of all right, title and interest in and to each such Proprietary Asset free and clear of all Encumbrances or has the right to use, free and clear of royalties or any claims or rights of others, such Proprietary Assets; 2.13.2 To the best of Company's knowledge, Company has taken all measures and precautions necessary to protect the confidentiality and value of each Proprietary Asset identified or required to be identified in Part 2.13 of the Disclosure Schedule; 2.13.3 To the best of Company's knowledge, except as set forth in Part 2.13 of the Disclosure Schedule, all current and former employees and consultants of Company have executed an agreement regarding confidentiality and proprietary information substantially in the form or forms attached as Exhibit "C." To Company's and each Shareholder's Knowledge, none of the employees or consultants of Company is in violation thereof; 2.13.4 To the best of Company's knowledge, Company is not infringing, and has not at any time infringed or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement of, any Proprietary Asset owned or used by any other Person. To the best Knowledge of Company and each Shareholder, no other Person is infringing, and no Proprietary Exhibit 2.3 Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset owned or used by Company; 2.13.5 To the best of Company's knowledge, the Proprietary Assets identified in Part 2.13 of the Disclosure Schedule constitute all of the Proprietary Assets necessary to enable Company to conduct its business in the manner in which its business is currently being conducted; 2.13.6 To the best of Company's knowledge, Company has not licensed or sublicensed any party to use any of the Proprietary Assets; 2.13.7 To the best of Company's knowledge, there are no Orders pending against or affecting the Proprietary Assets; 2.13.8 To the best of Company's knowledge, there is no unexpired valid patent on products or processes that Company uses in manufacturing its products that Company is not entitled to use; 2.13.9 To the best of Company's knowledge, neither the Selling Shareholder nor any officer, director or employee of Company or, to the Knowledge of Company or any Shareholder, any third party has an interest in any of the Proprietary Assets; 2.13.10 To the best of Company's knowledge, there is no governmental restriction or limitation, domestic or foreign, on the manner in which any of the Proprietary Assets may be used.

Proprietary Assets. 2.13.1 Attached as Part 2.13 of the Disclosure Schedule is (i) a description of all Proprietary Assets owned by, licensed to or used in the business of Company together with a designation of ownership, and (ii) a listing of all agreements or arrangements which affect the ownership or use of any Proprietary Asset. Except as set forth in Part 2.13 of the Disclosure Schedules, Company is, or upon consummation of the transactions contemplated hereby will be, the owner of all right, title and interest in and to each such Proprietary Asset free and clear of all Encumbrances or has the right to use, free and clear of royalties or any claims or rights of others, such Proprietary Assets; 2.13.2 To the best of Company's knowledge, Company has taken all measures and precautions necessary to protect the confidentiality and value of each Proprietary Asset identified or required to be identified in Part 2.13 of the Disclosure Schedule; 2.13.3 To the best of Company's knowledge, except as set forth in Part 2.13 of the Disclosure Schedule, all current and former employees and consultants of Company have executed an agreement regarding confidentiality and proprietary information substantially in the form or forms attached as Exhibit "C." To Company's and each Shareholder's Knowledge, none of the employees or consultants of Company is in violation thereof; 2.13.4 To the best of Company's knowledge, Company is not infringing, and has not at any time infringed or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement of, any Proprietary Asset owned or used by any other Person. To the best Knowledge of Company and each Shareholder, no other Person is infringing, and no Proprietary SILK/CAPITAL EQUITIES STOCK PURCHASE AGREEMENT 15 OF 35 Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset owned or used by Company; 2.13.5 To the best of Company's knowledge, the Proprietary Assets identified in Part 2.13 of the Disclosure Schedule constitute all of the Proprietary Assets necessary to enable Company to conduct its business in the manner in which its business is currently being conducted; 2.13.6 To the best of Company's knowledge, Company has not licensed or sublicensed any party to use any of the Proprietary Assets; 2.13.7 To the best of Company's knowledge, there are no Orders pending against or affecting the Proprietary Assets; 2.13.8 To the best of Company's knowledge, there is no unexpired valid patent on products or processes that Company uses in manufacturing its products that Company is not entitled to use; 2.13.9 To the best of Company's knowledge, neither the Selling Shareholder nor any officer, director or employee of Company or, to the Knowledge of Company or any Shareholder, any third party has an interest in any of the Proprietary Assets; 2.13.10 To the best of Company's knowledge, there is no governmental restriction or limitation, domestic or foreign, on the manner in which any of the Proprietary Assets may be used.

Proprietary Assets. 2.13.1 Attached as Part 2.13 of the Disclosure Schedule is (ia) a description of all Proprietary Assets owned by, licensed to or used in the business of Company together with a designation of ownership, and (ii) a listing of all agreements or arrangements which affect the ownership or use of any Proprietary Asset. Except as set forth in Part 2.13 2.11 of the Disclosure SchedulesSchedule, there is no patent, patent application, trademark (whether registered or unregistered and whether or not relating to a published work), trademark application, trade name, fictitious business name, service mark (▇hether registered or unregistered), service mark ▇▇plication, copyright (whether registered or unregistered) or copyright application that is owned by or licensed to the Company is, or upon consummation of the transactions contemplated hereby will be, the owner of all right, title and interest in and to each such Proprietary Asset free and clear of all Encumbrances or has the right to use, free and clear of royalties or any claims of its subsidiaries or rights that is otherwise used by the Company or any of others, such Proprietary Assets;its subsidiaries in their respective businesses. 2.13.2 To the best (b) The Company and each of Company's knowledge, Company its subsidiaries has taken all reasonable measures and precautions necessary to protect the confidentiality and value of each Proprietary Asset identified or required to be identified in Part 2.13 2.11 of the Disclosure Schedule; 2.13.3 To the best . The Company and each of Company's knowledgeits subsidiaries has good, except as set forth in Part 2.13 valid and marketable title to all of the Disclosure ScheduleProprietary Assets owned by the Company and each of its subsidiaries, respectively, free and clear of all Encumbrances, and has a valid right to use and otherwise exploit, and to license others to use and otherwise exploit, all current and former employees and consultants Proprietary Assets licensed to or used by the Company or any of its subsidiaries. (c) The Company have executed an agreement regarding confidentiality and proprietary information substantially in the form or forms attached as Exhibit "C." To Company's and each Shareholder's Knowledge, none of the employees or consultants of Company is in violation thereof; 2.13.4 To the best of Company's knowledge, Company its subsidiaries is not infringing, and has not at any time infringed infringed, or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement of, any Proprietary Asset owned or used by any other Person. To the best Knowledge of the Company and each Shareholderthe Selling Shareholders, no other Person is infringing, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset owned or used by Company;or licensed to the Company or any of its subsidiaries. 2.13.5 To the best of Company's knowledge, the (d) The Proprietary Assets identified in Part 2.13 2.11 of the Disclosure Schedule constitute all of the Proprietary Assets necessary to enable the Company and each of its subsidiaries to conduct its business in the manner in which its business is currently being conducted; 2.13.6 To the best of Company's knowledge, Company has not licensed or sublicensed any party to use any of the Proprietary Assets; 2.13.7 To the best of Company's knowledge, there are no Orders pending against or affecting the Proprietary Assets; 2.13.8 To the best of Company's knowledge, there is no unexpired valid patent on products or processes that Company uses in manufacturing its products that Company is not entitled to use; 2.13.9 To the best of Company's knowledge, neither the Selling Shareholder nor any officer, director or employee of Company or, to the Knowledge of Company or any Shareholder, any third party has an interest in any of the Proprietary Assets; 2.13.10 To the best of Company's knowledge, there is no governmental restriction or limitation, domestic or foreign, on the manner in which any of the Proprietary Assets may be used.

Proprietary Assets. 2.13.1 Attached as (A) Part 2.13 2.9(a)(i) of the Company Disclosure Schedule is sets forth, with respect to each Company Proprietary Asset registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of all such Proprietary Assets owned by, licensed to or used in the business of Company together with a designation of ownershipAsset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Company owns no Proprietary Assets other than the Company Proprietary Assets set forth in Part 2.9(a)(i) of the Company Disclosure Schedule. Part 2.9(a)(iii) of the Disclosure Schedule identifies and provides a listing brief description of each Proprietary Asset licensed to the Company by any Person (except for any Proprietary Asset that is licensed to the Company under any third party software license generally available to the public at a cost of less than $10,000), and identifies the license agreement under which such Proprietary Asset is being licensed to the Company. To the best of the knowledge of the Company, the Company has good, valid and marketable title to all of the Company Proprietary Assets 10 (B) The Company has taken all commercially reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of all agreements Company Proprietary Assets (except Company Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. (C) To the best of the knowledge of the Company, none of the Company Proprietary Assets infringes or arrangements which affect the ownership or use of conflicts with any Proprietary AssetAsset owned or used by any other Person. Except as set forth in Part 2.13 2.9(c) of the Company Disclosure SchedulesSchedule, Company is, or upon consummation of the transactions contemplated hereby will be, the owner of all right, title and interest in and to each such Proprietary Asset free and clear of all Encumbrances or has the right to use, free and clear of royalties or any claims or rights of others, such Proprietary Assets; 2.13.2 To the best of Company's knowledge, Company has taken all measures and precautions necessary to protect the confidentiality and value of each Proprietary Asset identified or required to be identified in Part 2.13 knowledge of the Disclosure Schedule; 2.13.3 To Company, the best of Company's knowledge, except as set forth in Part 2.13 of the Disclosure Schedule, all current and former employees and consultants of Company have executed an agreement regarding confidentiality and proprietary information substantially in the form or forms attached as Exhibit "C." To Company's and each Shareholder's Knowledge, none of the employees or consultants of Company is in violation thereof; 2.13.4 To the best of Company's knowledge, Company is not infringing, misappropriating or making any unlawful use of, and the Company has not at any time infringed infringed, misappropriated or made any unlawful use of, or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the best Knowledge of Company and each Shareholderthe knowledge of the Company, no other Person is infringing, misappropriating or making any unlawful use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Company Proprietary Asset. (D) (i) Each Company Proprietary Asset owned conforms in all material respects with any specification, documentation, performance standard, representation or used statement made or provided with respect thereto by or on behalf of the Company; 2.13.5 ; and (ii) there has not been any claim by any customer or other Person alleging that any Company Proprietary Asset (including each version thereof that has ever been licensed or otherwise made available by the Company to any Person) does not conform in all material respects with any specification, documentation, performance standard, representation or statement made or provided by or on behalf of the Company, and, to the best of the knowledge of the Company, there is no basis for any such claim. To the best of the knowledge of the Company's knowledge, the Proprietary Assets identified in Part 2.13 Company has established adequate reserves on the Company Unaudited Interim Balance Sheet to cover all costs associated with any obligations that the Company may have with respect to the correction or repair of the Disclosure Schedule constitute all of the Proprietary Assets necessary to enable Company to conduct its business programming errors or other defects in the manner in which its business is currently being conducted; 2.13.6 To the best of Company's knowledge, Company has not licensed or sublicensed any party to use any of the Proprietary Assets; 2.13.7 To the best of Company's knowledge, there are no Orders pending against or affecting the Proprietary Assets; 2.13.8 To the best of Company's knowledge, there is no unexpired valid patent on products or processes that Company uses in manufacturing its products that Company is not entitled to use; 2.13.9 To the best of Company's knowledge, neither the Selling Shareholder nor any officer, director or employee of Company or, to the Knowledge of Company or any Shareholder, any third party has an interest in any of the Proprietary Assets; 2.13.10 To the best of Company's knowledge, there is no governmental restriction or limitation, domestic or foreign, on the manner in which any of the Proprietary Assets may be used.

Proprietary Assets. 2.13.1 Attached as Part 2.13 of the Disclosure Schedule is (ia) a description of all Proprietary Assets owned by, licensed to or used in the business of Company together with a designation of ownership, and (ii) a listing of all agreements or arrangements which affect the ownership or use of any Proprietary Asset. Except as set forth in Part 2.13 2.11 of the Disclosure SchedulesSchedule, there is no patent, patent application, trademark (whether registered or unregistered and whether or not relating to a published work), trademark application, trade name, fictitious business name, service ▇▇▇▇ (whether registered or unregistered), service ▇▇▇▇ application, copyright (whether registered or unregistered) or copyright application that is owned by or licensed to the Company is, or upon consummation of the transactions contemplated hereby will be, the owner of all right, title and interest in and to each such Proprietary Asset free and clear of all Encumbrances or has the right to use, free and clear of royalties or any claims of its subsidiaries or rights that is otherwise used by the Company or any of others, such Proprietary Assets;its subsidiaries in their respective businesses. 2.13.2 To the best (b) The Company and each of Company's knowledge, Company its subsidiaries has taken all reasonable measures and precautions necessary to protect the confidentiality and value of each Proprietary Asset identified or required to be identified in Part 2.13 2.11 of the Disclosure Schedule; 2.13.3 To the best . The Company and each of Company's knowledgeits subsidiaries has good, except as set forth in Part 2.13 valid and marketable title to all of the Disclosure ScheduleProprietary Assets owned by the Company and each of its subsidiaries, respectively, free and clear of all Encumbrances, and has a valid right to use and otherwise exploit, and to license others to use and otherwise exploit, all current and former employees and consultants Proprietary Assets licensed to or used by the Company or any of its subsidiaries. (c) The Company have executed an agreement regarding confidentiality and proprietary information substantially in the form or forms attached as Exhibit "C." To Company's and each Shareholder's Knowledge, none of the employees or consultants of Company is in violation thereof; 2.13.4 To the best of Company's knowledge, Company its subsidiaries is not infringing, and has not at any time infringed infringed, or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement of, any Proprietary Asset owned or used by any other Person. To the best Knowledge of the Company and each Shareholderthe Selling Shareholders, no other Person is infringing, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset owned or used by Company;or licensed to the Company or any of its subsidiaries. 2.13.5 To the best of Company's knowledge, the (d) The Proprietary Assets identified in Part 2.13 2.11 of the Disclosure Schedule constitute all of the Proprietary Assets necessary to enable the Company and each of its subsidiaries to conduct its business in the manner in which its business is currently being conducted; 2.13.6 To the best of Company's knowledge, Company has not licensed or sublicensed any party to use any of the Proprietary Assets; 2.13.7 To the best of Company's knowledge, there are no Orders pending against or affecting the Proprietary Assets; 2.13.8 To the best of Company's knowledge, there is no unexpired valid patent on products or processes that Company uses in manufacturing its products that Company is not entitled to use; 2.13.9 To the best of Company's knowledge, neither the Selling Shareholder nor any officer, director or employee of Company or, to the Knowledge of Company or any Shareholder, any third party has an interest in any of the Proprietary Assets; 2.13.10 To the best of Company's knowledge, there is no governmental restriction or limitation, domestic or foreign, on the manner in which any of the Proprietary Assets may be used.