Schedules 2 Sample Clauses
Schedules 2. 11(a)-1 to 2 list (1) all Domain Names of which the Company or any of its Subsidiaries is the registrant or of which a third party is the registrant for the benefit of the Company or its Subsidiaries (collectively, the “Company Registered Domain Names”); and (2) all Patents owned by the Company or its Subsidiaries (collectively, the “Company Patents” and, together with the Company Registered Domain Names, the “Company Registered IP”). Neither the Company nor any of its Subsidiaries owns any Marks or any pending applications for registration or Marks or has any registered Copyrights or pending applications for registration of any Copyrights. Neither the Company Registered IP nor any other Intellectual Property owned or, to the Knowledge of the Company and the Stockholders, used by the Company or any of its Subsidiaries (the Company Registered IP, together with all other Intellectual Property owned or used by the Company, the “Company IP”) infringes upon or misappropriates or violates the Intellectual Property rights or the confidential and proprietary information, including Trade Secrets, of any Third Party. None of the Company IP has been the subject of a judicial finding or opinion, nor has the Company or any of its Subsidiaries received any written notice or claim challenging the ownership, validity, registrability, enforceability, use or licensed right to use any Intellectual Property. No claim or notice has been asserted against the Company or any of its Subsidiaries in writing or, to the Knowledge of the Company and the Stockholders, orally, that the conduct of the business of the Company or any of its Subsidiaries as currently conducted infringes in any material respect upon or misappropriates the Intellectual Property rights or the confidential and proprietary information, including Trade Secrets, of any Third Party, in each case, except with respect to claims or notices that have been fully resolved. The Company and each of its Subsidiaries have timely paid all filing, examination, issuance, post registration and maintenance fees, annuities and the like associated with or required with respect to the Company Registered IP, and all documents, recordations and certificates necessary to be filed by the Company or its Subsidiaries to maintain the effectiveness of the Company Registered IP have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, so that no item...
Schedules 2. 1(k), 2.1(m)(1), 2.1(m)
Schedules 2. 6(a) and 2.6(b) may be amended and/or updated as provided in Section 2.6, and any such amendment or update shall not require the consent of any party hereto or to any Grantor Supplement or Financing Source Beneficiary Supplement. The initial effectiveness of any amendment hereto (for the avoidance of doubt, other than any Grantor Supplement or Financing Source and Beneficiary Supplement) shall be subject to the delivery to the Collateral Agent of an Opinion of Counsel (which may be based on an Officer’s Certificate) that the conditions precedent set forth herein with respect to such amendment have been satisfied.
Schedules 2. 7(A)(1) AND 2.7(A)(2). In the event that this Amendment is executed by all Lenders, a new SCHEDULE 2.7(A)(1) to the Credit Agreement is hereby added to the Credit Agreement, which SCHEDULE 2.7(A)(1) shall read as such schedule is attached to the agreement dated the Second Amendment Date between the Borrower and the Agent. In the event that this Amendment is not executed by all Lenders, a new SCHEDULE 2.7(A)(2) to the Credit Agreement is hereby added to the Credit Agreement, which SCHEDULE 2.7(A)(2) shall read as such schedule is attached to the agreement dated the Second Amendment Date between the Borrower and the Agent.
Schedules 2. 24(a) attached hereto contains a true and complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by HHE for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant of the Business or any spouse or dependent of such individual, or under which HHE or any of its ERISA Affiliates has or may have any Liability, or with respect to which BORQS or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Schedule 2.24(a) attached hereto, each, a “Benefit Plan”). HHE has separately identified on Schedule 2.24(a) attached hereto each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by HHE primarily for the benefit of employees of the Business outside of the United States (a “Non-U.S. Benefit Plan”).