CompUSA 2014 Annual Report Download - page 155

3.21 Proprietary Rights.
(a)
Schedule 3.21(a) lists all Company IP Registrations and common law trademarks, whether or not registered, that are
material to the Company ’
s business or operations. All required filings and fees related to the Company IP Registrations have been timely filed
with and paid to the relevant Governmental Entities and authorized registrars.
(b)
Schedule 3.21(b)(i) lists all Company IP Agreements. The Company is not a party to any software agreements (oth
er than commercially available “canned” or
shrinkwrapped software) with an annual value in excess of $20,000, except for those software
agreements listed in Schedule 3.21(b)(ii). The Seller has provided the Buyer with true and complete copies of all such Company IP Agreements
set forth on Schedule 3.21(b)(i), including all modifications, amendments and supplements thereto and waivers thereunder. Each Company IP
Agreement is valid and binding on each Company in accordance with its terms and is in full force and effect. Since January 1, 2014, none of the
Companies, nor to the Knowledge of the Seller, any other party thereto is in breach of or default under, or has provided or received any notice of
breach or default of or any intention to terminate, any Company IP Agreement.
(c)
Except as set forth in Schedule 3.21(c), each Company is the sole and exclusive legal and beneficial owner, and with
respect to Company IP Registrations, owner of all right, title and interest in and to the Company Intellectual Property, and has the valid right to
use all other Intellectual Property used in or necessary for the conduct of such Company ’
s current business or operations, in each case, free and
clear of Liens. Except for the Eurokraft mark and as set forth on Schedule 3.21(c), none of the Seller ’
s Affiliates own any of the trademarks,
copyrights, domains, trade secrets, or patents used by any Company that are necessary for the conduct of such Company ’
s current business or
operations.
(d)
The consummation of the transactions contemplated hereunder will not result in the loss or impairment of nor
require the consent of any other Person in respect of, each Company ’
s right to own, any Company Intellectual Property set forth on Schedule
3.21(a).
(e) To the Seller ’ s Knowledge, each Company ’
s rights in its Intellectual Property are valid, subsisting and enforceable. Each
Company has taken all reasonable steps to maintain such Company ’
s Intellectual Property and to protect and preserve the confidentiality of all
trade secrets included in Company Intellectual Property.
(f) To the Seller ’ s Knowledge, the conduct of each Company ’
s business as currently and formerly conducted, and the
products, processes and services of each Company, have not infringed, misappropriated, diluted or otherwise violated, and do not and will not
infringe, dilute, misappropriate or otherwise violate the Intellectual Property or other rights of any Person. To the Seller ’
s Knowledge, no
Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating,
any of the Company ’ s Intellectual Property.
(g) Except as set forth on Schedule 3.21(g) to the Seller ’
s Knowledge, there are no Actions (including any oppositions,
interferences or re-
examinations) settled in the last five (5) years, pending or threatened (including in the form of offers to obtain a license) for
which notice has been received: (i) alleging any infringement, misappropriation, dilution or violation of the Intellectual Property of any Person
by any Company; (ii) challenging the
validity, enforceability, registrability or ownership of any Company Intellectual Property or any of the
Company’
s rights with respect to such Company Intellectual Property; or (iii) by any Company or any other Person alleging any infringement,
misappropriation, dilution or violation by any Person of any of the Company Intellectual Property. To the Seller’
s Knowledge, no Company is
subject to any outstanding or prospective Governmental Order (including any motion or petition therefor) that does or would restrict or impair
the use of any Company Intellectual Property.
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