Common use of Technology and Intellectual Property Clause in Contracts

Technology and Intellectual Property. (a) Except as set forth on Schedule 4.12 and subject to the changes in the names of the Company and the Subsidiaries and to the reservation to Seller of the rights, title and interests described in Section 6.12, the Company or a Subsidiary owns or possesses, or has rights or licenses to use, the patents, trademarks (including common law trademarks), service marks, copyrights (including any registrations, applications or continuations relating to any of the foregoing), trade names, technology, trade secrets, inventions, know-how and computer programs which are necessary to carry on its business as currently conducted (each, an “Intellectual Property Asset”), and, to the knowledge of Seller, neither the Company nor any Subsidiary has engaged in any infringement of the intellectual property rights of others with respect to any such Intellectual Property Asset other than any infringements that, in the aggregate, would not have a material effect on the conduct of the business of the Company and the Subsidiaries, taken as a whole. Except as set forth on Schedule 4.12, subject to the changes in the names of the Company and the Subsidiaries and to the reservation to Seller of the rights, title and interests described in Section 6.12, and subject to the receipt of any required consents or the delivery of any required notifications (as set forth on Schedule 4.4), the execution and delivery of this Agreement by Seller, and the consummation of the transactions contemplated hereby, will neither cause the Company or any Subsidiary to be in violation or default under any licenses, sublicenses or other agreements to which the Company or any Subsidiary is a party and pursuant to which the Company or any Subsidiary is authorized to use any Intellectual Property Asset, nor entitle any other party to any such license, sublicense or agreement to terminate such license, sublicense or agreement. Schedule 4.12 sets forth a complete and correct list, as of the date hereof, of the trademarks that are used in the business as currently conducted by the Company or any Subsidiary and all registrations and applications for registration of any Intellectual Property Assets. Except as set forth on Schedule 4.12, Seller has no knowledge of any infringement by third parties of the Intellectual Property Assets. (b) Except as set forth on Schedule 4.12 and subject to the changes in the names of the Company and the Subsidiaries and to the reservation to Seller of the rights, title and interests described in Section 6.12, to the knowledge of Seller, the use of any Intellectual Property Asset in the business as currently conducted by the Company or any Subsidiary does not breach, violate or infringe any intellectual property rights of any third party and (except for the payment of computer software or other licensing fees as set forth on Schedule 4.12) does not require any payment for the use of any patent, trade name, service ▇▇▇▇, trade secret, trademark, copyright or other intellectual property right or technology owned by any third party, other than any such breaches, violations, infringements or payments that, in the aggregate, would not have a material effect on the conduct of the business of the Company and the Subsidiaries, taken as a whole.

Technology and Intellectual Property. (a) Except as ------------------------------------ set forth on Schedule 4.12 and subject to the changes in the names of the Company and the Subsidiaries and to the reservation to Seller of the rights, title and interests described in Section 6.124.12, the Company or a Subsidiary owns its Subsidiaries own or possessespossess, or has have enforceable rights or licenses to use, the patents, trademarks (including common law trademarks), service marks, trade names, copyrights (including any registrations, applications applications, licenses or continuations rights relating to any of the foregoing), trade names, technology, trade secrets, inventions, know-how and computer programs which are necessary to carry on its business their respective businesses as currently presently conducted (each, an “"Intellectual Property Asset”Right"), and, to the knowledge of Seller, and neither the Company nor its Subsidiaries has received any Subsidiary has engaged in written notice of any infringement of the intellectual property rights of others with respect to any such Intellectual Property Asset other than any infringements Right that, if such infringement is determined to be unlawful, would, individually or in the aggregate, would not reasonably be expected to have a material effect on the conduct of the business of the Company and the Subsidiaries, taken as a wholeMaterial Adverse Effect. Except as set forth on Schedule 4.12, subject to the changes in the names of the Company and the Subsidiaries and to the reservation to Seller of the rights, title and interests described in Section 6.12, and subject to the receipt of any required consents or the delivery of any required notifications (as set forth on Schedule 4.4), the The execution and delivery of this Agreement by Seller, and the consummation of the transactions contemplated hereby, will neither cause the Company or any Subsidiary of its Subsidiaries to be in violation or default under any licenses, sublicenses or other agreements to which the Company or any Subsidiary of its Subsidiaries is a party and pursuant to which the Company or any Subsidiary of its Subsidiaries is authorized to use any Intellectual Property AssetRight, nor entitle any other party to any such license, sublicense or agreement to terminate or modify such license, sublicense or agreement, except where any such violation, default, termination or modification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 4.12, Parent, Seller and their Affiliates (other than the Company and the Subsidiaries) have no right or title to or interest in any Intellectual Property Right. Schedule 4.12 sets forth a complete and correct list, as of the date hereof, of and a brief description of, the trademarks Intellectual Property Rights that are used in material to the business as currently conducted Company or any Subsidiary. (b) To the knowledge of Seller, no use of any Intellectual Property Right by the Company or any Subsidiary and all registrations and applications for registration of breaches, violates or infringes any Intellectual Property Assets. Except as set forth on Schedule 4.12, Seller has no knowledge of any infringement by third parties of the Intellectual Property Assets. (b) Except as set forth on Schedule 4.12 and subject to the changes in the names of the Company and the Subsidiaries and to the reservation to Seller of the rights, title and interests described in Section 6.12, to the knowledge of Seller, the use of any Intellectual Property Asset in the business as currently conducted by the Company or any Subsidiary does not breach, violate or infringe any intellectual property rights of any third party and or (except for the payment of computer software or other licensing fees as set forth on Schedule 4.12fees) does not require requires any payment for the use of any patent, trade name, service ▇▇▇▇, trade secret, trademark, copyright or other intellectual property right or technology owned by any third party, other than any such breaches, violations, infringements or payments that, in the aggregate, would not have a material effect on the conduct of the business of the Company and the Subsidiaries, taken as a whole.

Technology and Intellectual Property. (a) Except as set forth on Schedule 4.12 and subject to the changes in the names of the Company and the Subsidiaries and to the reservation to Seller of the rights, title and interests described in Section 6.12, the Company or a Subsidiary owns or possesses, or has rights or licenses to use, the patents, trademarks (including common law trademarks), service marks, copyrights (including any registrations, applications or continuations relating to any of the foregoing), trade names, technology, trade secrets, inventions, know-how and computer programs which are necessary to carry on its business as currently conducted (each, an “Intellectual Property AssetRight”), and, to the knowledge of Seller, neither the Company nor any Subsidiary has engaged in any infringement of the intellectual property rights of others with respect to any such Intellectual Property Asset Right other than any infringements that, in the aggregate, would not have a material effect on the conduct of the business of the Company and the Subsidiaries, taken as a whole. Except as set forth on Schedule 4.12, subject to the changes in the names of the Company and the Subsidiaries and to the reservation to Seller of the rights, title and interests described in Section 6.12, and subject to the receipt of any required consents or the delivery of any required notifications (as set forth on Schedule 4.4), the execution and delivery of this Agreement by Seller, and the consummation of the transactions contemplated hereby, will neither cause the Company or any Subsidiary to be in violation or default under any licenses, sublicenses or other agreements to which the Company or any Subsidiary is a party and pursuant to which the Company or any Subsidiary is authorized to use any Intellectual Property AssetRight, nor entitle any other party to any such license, sublicense or agreement to terminate such license, sublicense or agreement. Schedule 4.12 sets forth a complete and correct list, as of the date hereof, of the trademarks that are used in the business as currently conducted by the Company or any Subsidiary and all registrations and applications for registration of any Intellectual Property AssetsRights. Except as set forth on Schedule 4.12, Seller has no knowledge of any infringement by third parties of the Intellectual Property AssetsRights. (b) Except as set forth on Schedule 4.12 and subject to the changes in the names of the Company and the Subsidiaries and to the reservation to Seller of the rights, title and interests described in Section 6.12, to the knowledge of Seller, the use of any Intellectual Property Asset Right in the business as currently conducted by the Company or any Subsidiary does not breach, violate or infringe any intellectual property rights of any third party and (except for the payment of computer software or other licensing fees as set forth on Schedule 4.12fees) does not require any payment for the use of any patent, trade name, service ▇▇▇▇, trade secret, trademark, copyright or other intellectual property right or technology owned by any third party, other than any such breaches, violations, infringements or payments that, in the aggregate, would not have a material effect on the conduct of the business of the Company and the Subsidiaries, taken as a whole.