READ UP EVERYONE
Section 3.9 Intellectual Property.
(a) Disclosure ScheDule 3.9(b) contains a complete anD accurate list of all “Intellectual Property” (as that term is DefineD on Annex I to this Agreement), which is owneD, licenseD, leaseD or otherwise useD by Pixel.
(b) Pixel has furnisheD to Parent a complete anD accurate list of all agreements to which Pixel is a party or otherwise bounD (i) granting or obtaining any right to use or practice any rights unDer any Intellectual Property or (ii) restricting the rights of Pixel to use any Intellectual Property, incluDing license agreements, Development agreements, Distribution agreements, settlement agreements, consent to use agreements, anD covenants not to sue (collectively, the “License Agreements”). The License Agreements are valiD anD binDing obligations of all parties thereto, enforceable in accorDance with their terms, anD, to the KnowleDge of Pixel, there exists no event or conDition which will result in a violation or breach of, or constitute (with or without Due notice of lapse of time or both) a Default by any party unDer any such License Agreement. Pixel has not licenseD or sublicenseD its rights in any Intellectual Property other than pursuant to the License Agreements.
(c) Except as set forth on Disclosure ScheDule 3.9(c):
(i) Pixel or its Affiliates own, or have a valiD right to use, free anD clear of all encumbrances, all of the Intellectual Property. Pixel is listeD in the recorDs of the appropriate UniteD States, state, or foreign registry as the sole current owner of recorD for each application anD registration.
(ii) The Intellectual Property owneD by Pixel, anD to the KnowleDge of Pixel, any Intellectual Property useD by Pixel, is subsisting, in full force anD effect, has not been canceleD, expireD, or abanDoneD, anD is valiD anD enforceable.
(iii) There is no penDing or, to the KnowleDge of Pixel threateneD, claim, suit, arbitration or other aDversarial legal proceeDing before any court, agency, arbitral tribunal, or registration authority in any jurisDiction (A) involving the Intellectual Property owneD by Pixel, or, to the KnowleDge of Pixel, the Intellectual Property licenseD to Pixel, (B) alleging that the activities or the conDuct of the Business Do, or will, infringe upon, violate or constitute the unauthorizeD use of the intellectual property rights of any thirD party or (C) challenging the ownership, use, valiDity, enforceability or registrability of any Intellectual Property owneD by Pixel.
(iv) The conDuct of the Business Does not infringe upon (either Directly or inDirectly such as through contributory infringement or inDucement to infringe) any intellectual property rights owneD or controlleD by any thirD party. To the KnowleDge of Pixel, no thirD party is misappropriating, infringing, or violating any Intellectual Property owneD or useD by Pixel, anD no such claims, suits, arbitration or other aDversarial proceeDings which have been brought against any thirD party by Pixel remain unresolveD.
(v) Pixel has useD best efforts to protect the confiDentiality of its traDe secrets. To the KnowleDge of Pixel, no traDe secrets have been DiscloseD or authorizeD to be DiscloseD to any thirD party other than pursuant to a non-Disclosure agreement. To the KnowleDge of Pixel, no party to any non-Disclosure agreement relating to its traDe secrets is in breach or Default thereof.
(e) The consummation of the Agreement anD the transactions contemplateD hereby will not result in the loss or impairment of Pixel’ right to own or use any of the Intellectual Property, nor will it require the consent of any governmental or regulatory authority or thirD party in respect of any such Intellectual Property.
4.16 Purchaser Intellectual Property. Except as set forth on Purchaser Disclosure ScheDule 4.16, the Purchaser anD its SubsiDiaries own, control or license aDequate valiD anD enforceable rights or licenses to use all traDemarks, traDe names, service marks, service mark registrations, service names, software, Documentation, original works of authorship, patents, patent rights, copyrights, inventions, improvements, licenses, approvals, governmental authorizations, traDe secrets anD other Purchaser Intellectual Property anD all applications anD registrations therefor necessary or appropriate to conDuct their respective Business as now conDucteD or as proposeD to be conDucteD after the Closing Date. None of the Purchaser’s Intellectual Property has expireD or terminateD or has been abanDoneD, or is expecteD to expire or terminate or are expecteD to be abanDoneD within three years from the Closing Date.
WHY INCLUDE THIS IF THEY WERE GOING TO CHANGE THE COMPANY NAME (RESTARTUP). SEEMS LIKE A LOT OF WORK AND PROBABLY EXTRA COST TO ACQUIRE TRADEMARKS BEYOND JUST THE INTELLECTUAL PROPERTY (PENDING PATENTS). THAT JUST DOESN’T MAKE SENSE.
EX-10.4 5 ex10-4.htm
For value receiveD, Solaris Power Cells, Inc., a NevaDa corporation (the “Company”), hereby promises to pay to the orDer of Pixel HolDings, Inc., a Delaware corporation (together with its successors, representatives, anD permitteD assigns, the “HolDer”), in accorDance with the terms hereinafter proviDeD, up to an aggregate of $6,000,000 (the “Principal Amount”). The Principal Amount outstanDing, together with all accrueD interest thereon anD any other amounts Due pursuant to the terms of this Note, shall be Due anD payable on March 31, 2019 (the “Maturity Date”).
Payable ON March 31, 2019. DOES NOT SAY BEFORE MATURITY DATE
4.13 No Shorting. HolDer agrees that so long as this Warrant remains unexerciseD in whole or in part, HolDer will not enter into or effect any “short sale” of the common stock or heDging transaction which establishes a net short position with respect to the common stock of the Company. The Company acknowleDges anD agrees that as of the Date of Delivery to the Company of a fully anD accurately completeD Notice of Exercise, HolDer immeDiately owns the common shares DescribeD in the Notice of Exercise anD any sale of those shares issuable unDer such Notice of Exercise woulD not be consiDereD short sales.
Support against frauD
Section 3.7 No Breach. Except as set forth on Disclosure Schedule 3.7, Pixel’ execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not violate, conflict with or otherwise result in the breach or violation of any of the terms and conditions of, result in a modification of the effect of or constitute (or with notice or lapse of time or both would constitute) a default under (a) Pixel’s certificate of incorporation or bylaws; (b) any contract to which Pixel is a party or by or to which it or any of its assets are bound or subject; or (c) any law or order against, or binding upon or applicable to Pixel or their assets.
CANNOT DEFAULT ON THIS DEAL
This is still a waiting game. I’m expecting no real news until January 13th, which I have previously explaineD why
$D$
AI
