AGREEMENT.
(IV)
"PRODUCTS" MEANS (A) ANY EXISTING PRODUCT OR PRODUCT IN DEVELOPMENT LISTED
IN SCHEDULE 3.7(N)(IV) OF THE DISCLOSURE SCHEDULES.
16
(V)
"REGISTERED INTELLECTUAL PROPERTY" MEANS ALL UNITED STATES, INTERNATIONAL
AND FOREIGN: (A) PATENTS AND APPLICATIONS THEREFOR, (B) TRADEMARK REGISTRATIONS
AND APPLICATIONS, INTENT-TO-USE APPLICATIONS; (C) COPYRIGHT REGISTRATIONS AND
APPLICATIONS; (D) ANY REGISTRATIONS AND APPLICATIONS TO REGISTER MASKWORKS;
(E) REGISTRATIONS FOR UNIFORM RESOURCE LOCATORS, WORLDWIDE WEB SITE ADDRESSES
AND DOMAIN NAMES; AND (F) ANY OTHER APPLICATION, CERTIFICATE, FILING,
REGISTRATION OR OTHER DOCUMENT ISSUED BY, FILED WITH, OR RECORDED BY, ANY STATE,
GOVERNMENT OR OTHER PUBLIC LEGAL AUTHORITY CLAIMING, EVIDENCING, OR RECORDING
ANY INTELLECTUAL PROPERTY.
(VI)
"THIRD PARTY INTELLECTUAL PROPERTY" MEANS ANY INTELLECTUAL PROPERTY USED
BY THE SELLER GROUP IN THE BUSINESS NOT OWNED BY ANY MEMBER OF THE SELLER GROUP,
BUT TO WHICH A MEMBER OF THE SELLER GROUP HAS A RIGHT TO USE OR OTHERWISE
EXPLOIT PURSUANT TO A WRITTEN AGREEMENT.
(VII) "TRANSFERRED INTELLECTUAL PROPERTY" MEANS THE INTELLECTUAL PROPERTY OWNED,
IN WHOLE OR IN PART, BY ANY MEMBER OF THE SELLER GROUP AND IS: (A) USED IN THE
BUSINESS; AND (B) NOT USED BY ANY MEMBER OF THE SELLER GROUP OTHER THAN RELATED
TO THE BUSINESS.
NOTWITHSTANDING THE FOREGOING, "TRANSFERRED INTELLECTUAL
PROPERTY" SHALL ALSO INCLUDE ALL INTELLECTUAL PROPERTY EMBODIED IN THE PRODUCTS
AND ALL REGISTERED INTELLECTUAL PROPERTY, IN EACH CASE THAT IS SET FORTH ON
SCHEDULE 3.7(N)(VII)(A) OF THE DISCLOSURE SCHEDULES.
(O)
THE PRODUCTS INCLUDE ALL PRODUCTS CURRENTLY SOLD UNDER THE
COMMWORKS TRADEMARK.
(P)
SCHEDULE 3.7(P) OF THE DISCLOSURE SCHEDULES SETS FORTH A LIST OF
ALL STANDARDS AGREEMENTS AND ORGANIZATIONS WHICH ANY MEMBER OF THE SELLER GROUP
OR ANY OF THEIR OFFICERS, DIRECTORS OR EMPLOYEES ARE MEMBERS AND WHICH MAY BY
VIRTUE OF SUCH MEMBERSHIP HAVE RIGHTS IN, OR THE OTHER MEMBERS OF WHICH MAY HAVE
RIGHTS IN, THE TRANSFERRED INTELLECTUAL PROPERTY, PROVIDED THAT SELLER SHALL
HAVE THE RIGHT TO UPDATE SUCH SCHEDULE 3.7(P) OF THE DISCLOSURE SCHEDULE PRIOR
TO THE CLOSING DATE PURSUANT TO SECTION 5.18 HEREOF.
SECTION 3.8
TITLE, OWNERSHIP AND RELATED MATTERS
(A)
AS USED IN THIS AGREEMENT, THE TERM "LIENS" SHALL MEAN ANY PLEDGE,
MORTGAGE, CHARGE, CLAIM, TITLE DEFECT, SECURITY INTEREST, CONDITIONAL AND
INSTALLMENT SALES AGREEMENT, ENCUMBRANCE OR OTHER LIEN.
AS USED HEREIN, THE
TERM "PERMITTED ENCUMBRANCES" SHALL MEAN (I) LIENS FOR CURRENT TAXES NOT YET DUE
OR TAXES BEING CONTESTED IN GOOD FAITH, (II) MECHANICS', MATERIALMEN'S,
WAREHOUSEMEN'S, CONTRACTORS', WORKMENS', REPAIRMENS', CARRIERS' AND SIMILAR
LIENS ATTACHING BY OPERATION OF LAW, INCURRED IN THE ORDINARY COURSE OF BUSINESS
AND SECURING PAYMENTS NOT DELINQUENT OR PAYMENTS WHICH ARE BEING CONTESTED IN
GOOD FAITH, WHICH ARE NOT, INDIVIDUALLY OR IN THE AGGREGATE, MATERIAL, (III) THE
RIGHTS, IF ANY, OF THIRD-PARTY SUPPLIERS OR OTHER VENDORS HAVING POSSESSION OF
EQUIPMENT OF THE BUSINESS, (IV) IMPERFECTIONS OF TITLE, EASEMENTS AND ZONING
RESTRICTIONS ON REAL PROPERTY, IF ANY, WHICH DO NOT MATERIALLY IMPAIR THE USE OF
SUCH REAL PROPERTY OR THE OPERATIONS OF THE BUSINESS THEREON AND (V) THOSE ITEMS
LISTED ON SCHEDULE 3.8(A) OF THE DISCLOSURE SCHEDULES.
(B)
SCHEDULE 3.8(B) OF