SET FORTH IN THE INTELLECTUAL PROPERTY LICENSE AGREEMENT.
16
(IV)
"PRODUCTS" MEANS (A) ANY EXISTING PRODUCT OR
PRODUCT IN DEVELOPMENT LISTED IN SCHEDULE 3.7(N)(IV) OF THE DISCLOSURE
SCHEDULES.
(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