Common use of Company Intangible Property Clause in Contracts

Company Intangible Property. (i) The Company and its Subsidiaries own, or are licensed or otherwise possess legally enforceable rights to use, all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets and mask works, all applications for and registrations of such patents, trademarks, trade names, service marks, copyrights and mask works, and all processes, formulae, methods, schematics, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material that are used, sold, distributed or licensed in or as part of the business of the Company and its Subsidiaries as currently conducted (the "Company Intellectual Property Rights"). (ii) Neither the Company nor any of its Subsidiaries is or will be as a result of the execution and delivery of this Agreement, the consummation of the Merger or the performance of its obligations under this Agreement, in breach in any material respect of any license, sublicense or other agreement relating to the Company Intellectual Property Rights or any license, sublicense or other agreement pursuant to which the Company or any of its Subsidiaries is authorized to use any third party patents, trademarks or copyrights, including software, which are used in the manufacture of, incorporated in, or form a part of any product of the Company or any of its Subsidiaries. Neither execution and delivery of this Agreement, the consummation of the Merger nor the performance of the Company's obligations under this Agreement will give any party the right to modify, terminate or limit the ability of the Company to conduct its business or otherwise use or provide the use of the Company Intellectual Property Rights to others. (iii) To the Company's Knowledge, all patents, registered trademarks, service marks and copyrights held by the Company or any of its Subsidiaries which are material to its business are valid and enforceable and, to the Company's Knowledge, the Company's use, sale or distribution of Company Intellectual Property Rights does not infringe on the intellectual property rights of any third party. Neither the Company nor any of its Subsidiaries has been sued in any suit, action or proceeding which involves a claim of infringement of any patent, trademark, service xxxx or copyright or the violation of any trade secret or other proprietary rights of any third party, which claims if proven, individually or in the aggregate, could be reasonably likely to have a Material Adverse Effect on the Company. (iv) The Company and its Subsidiaries have taken reasonable security measures to safeguard and maintain their property rights in all the Company Intellectual Property Rights owned by the Company or its Subsidiaries.

Company Intangible Property. (i) The Company and its Subsidiaries subsidiaries own, or are licensed or otherwise possess legally enforceable rights to use, all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets copyrights and mask works, all applications for and registrations of such patents, trademarks, trade names, service marks, copyrights and mask works, and all processes, formulae, methods, schematics, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material that are used, sold, distributed or licensed in or as part of necessary to conduct the business of the Company and its Subsidiaries subsidiaries as currently conducted or planned to be conducted (the "Company Intellectual Property Rights"). Section 5.2(n) of the Company Disclosure Schedule sets forth a list of the material software licenses to which the Company or its subsidiaries is a party. (ii) Neither the Company nor any of its Subsidiaries subsidiaries is or will be as a result of the execution and delivery of this Agreement, the consummation of the Merger Agreement or the performance of its obligations under this Agreement, in breach in any material respect of any material license, sublicense or other agreement relating to the Company Intellectual Property Rights or any license, sublicense or other agreement pursuant to which the Company or any of its Subsidiaries subsidiaries is authorized to use any third party patents, trademarks or copyrights, including software, which are used in the manufacture of, incorporated in, or form a part of any product of the Company or any of its Subsidiaries. Neither execution and delivery of this Agreement, the consummation of the Merger nor the performance of the Company's obligations under this Agreement will give any party the right to modify, terminate or limit the ability of the Company to conduct its business or otherwise use or provide the use of the Company Intellectual Property Rights to otherssubsidiaries. (iii) To the Company's Knowledgeknowledge, all patents, registered trademarks, service marks and copyrights held by the Company or any of its Subsidiaries subsidiaries which are material to its business are valid and enforceable and, to the Company's Knowledge, the Company's use, sale or distribution of Company Intellectual Property Rights does not infringe on the intellectual property rights of any third partyenforceable. Neither the Company nor any of its Subsidiaries subsidiaries has been sued in any suit, action or proceeding which involves a claim of infringement of any patent, trademark, service xxxx or copyright or the violation of any trade secret or other proprietary rights of any third party, which claims if proven, individually or in the aggregate, could infringement would be reasonably likely to have a Material Adverse Effect on the Company. (iv) The Company and its Subsidiaries subsidiaries have taken reasonable security measures to safeguard and maintain their property rights in all the Company Intellectual Property Rights owned by the Company or its Subsidiariessubsidiaries. The Company and its subsidiaries maintain and in all material respects abide by a policy that officers, employees and consultants of the Company or any of its subsidiaries, except for clerical and other lower level support personnel (e.g. mail room, messengers, etc.), execute an agreement, in a form previously provided to Parent, regarding (i) the protection of proprietary information, (ii) the assignment to the Company (or an applicable subsidiary) of all the Company Intellectual Property Rights arising from services performed for the Company or any of its subsidiaries by such Persons, (iii) the ownership by the Company or one of its subsidiaries of all the Company Intellectual Property Rights arising from the services performed for the Company or one of its subsidiaries by such Persons and (iv) limitations on the individual's ability to solicit or hire Parent's or its subsidiaries' employees or consultants.

Company Intangible Property. (i) The Company and its Subsidiaries own, or are licensed or otherwise possess legally enforceable rights to use, all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets copyrights and mask works, all applications for and registrations of such patents, trademarks, trade names, service marks, copyrights and mask works, and all processes, formulae, methods, schematics, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material that are used, sold, distributed or licensed in or as part of necessary to conduct the business of the Company and its Subsidiaries as currently conducted (the "“Company Intellectual Property Rights"”). Section 5.2(o) of the Company Disclosure Schedule lists all of the Company Intellectual Property Rights that are registered with any state, federal or international government or registration body. (ii) Neither the Company nor any of its Subsidiaries is or will be as a result of the execution and delivery of this Agreement, the consummation of the Merger Agreement or the performance of its obligations under this Agreement, in breach in any material respect of any material license, sublicense or other agreement relating to the Company Intellectual Property Rights or any license, sublicense or other agreement pursuant to which the Company or any of its Subsidiaries is authorized to use any third party patents, trademarks or copyrights, including software, which are used in the manufacture of, incorporated in, or form a part of any product of the Company or any of its Subsidiaries. Neither execution and delivery of this Agreement, the consummation of the Merger nor the performance of the Company's obligations under this Agreement will give any party the right to modify, terminate or limit the ability of the Company to conduct its business or otherwise use or provide the use of the Company Intellectual Property Rights to others. (iii) To the Company's ’s Knowledge, all patents, registered trademarks, service marks and copyrights held by the Company or any of its Subsidiaries which are material to its business are valid and enforceable and, to enforceable. To the Company's Knowledge’s knowledge, the Company's useall necessary registration, sale or distribution of maintenance and renewal fees currently due and owing in connection with Company Intellectual Property Rights does not infringe on have been paid and all necessary documents, recordations and certifications in connection with the intellectual property rights Company Intellectual Property Rights have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Company Intellectual Property Rights and recording ownership by the Company or any third partyof its Subsidiaries of such Company Intellectual Property Rights. Neither the Company nor any of its Subsidiaries has been sued in any suit, action or proceeding which involves a claim of infringement of any patent, trademark, service xxxx or copyright or the violation of any trade secret or other proprietary rights of any third party, which claims if proven, individually or in the aggregate, infringement could be reasonably likely to have a Material Adverse Effect on the Company. (iv) The Company and its Subsidiaries have taken reasonable security measures to safeguard and maintain their property rights in all the Company Intellectual Property Rights owned by the Company or its Subsidiaries. The Company maintains in place and has taken commercially reasonable steps to enforce appropriate policies designed to ensure that all Company Intellectual Property Rights owned by the Company and developed by employees of the Company are developed by such employees while working within the scope of their employment at the time of such development. Where appropriate, the Company has taken commercially reasonable steps to require its agents, consultants, contractors or other Persons to execute appropriate instruments of assignment in favor of the Company as assignee to convey to the Company ownership of Company Intellectual Property Rights developed by such agents, consultants, contractors or other Persons on behalf of the Company.

Company Intangible Property. (i) The Company and its Subsidiaries own, or are licensed or otherwise possess legally enforceable rights to use, all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets copyrights and mask works, all applications for and registrations of such patents, trademarks, trade names, service marks, copyrights and mask works, and all processes, formulae, methods, schematics, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material that are used, sold, distributed or licensed in or as part of necessary to conduct the business of the Company and its Subsidiaries as currently conducted (the "“Company Intellectual Property Rights"”). Section 5.2(o) of the Company Disclosure Schedule lists all of the Company Intellectual Property Rights that are registered with any state, federal or international government or registration body. (ii) Neither the Company nor any of its Subsidiaries is or will be as a result of the execution and delivery of this Agreement, the consummation of the Merger Agreement or the performance of its obligations under this Agreement, in breach in any material respect of any material license, sublicense or other agreement relating to the Company Intellectual Property Rights or any license, sublicense or other agreement pursuant to which the Company or any of its Subsidiaries is authorized to use any third party patents, trademarks or copyrights, including software, which are used in the manufacture of, incorporated in, or form a part of any product of the Company or any of its Subsidiaries. Neither execution and delivery of this Agreement, the consummation of the Merger nor the performance of the Company's obligations under this Agreement will give any party the right to modify, terminate or limit the ability of the Company to conduct its business or otherwise use or provide the use of the Company Intellectual Property Rights to others. (iii) To the Company's ’s Knowledge, all patents, registered trademarks, service marks and copyrights held by the Company or any of its Subsidiaries which are material to its business are valid and enforceable and, to enforceable. To the Company's Knowledge’s knowledge, the Company's useall necessary registration, sale or distribution of maintenance and renewal fees currently due and owing in connection with Company Intellectual Property Rights does not infringe on have been paid and all necessary documents, recordations and certifications in connection with the intellectual property rights Company Intellectual Property Rights have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Company Intellectual Property Rights and recording ownership by the Company or any third partyof its Subsidiaries of such Company Intellectual Property Rights. Neither the Company nor any of its Subsidiaries has been sued in any suit, action or proceeding which involves a claim of infringement of any patent, trademark, service xxxx or copyright or the violation of any trade secret or other proprietary rights of any third party, which claims if proven, individually or in the aggregate, infringement could be reasonably likely to have a Material Adverse Effect on the Company. (iv) The Company and its Subsidiaries have taken reasonable security measures to safeguard and maintain their property rights in all the Company Intellectual Property Rights owned by the Company or its Subsidiaries.. The Company maintains in place and has taken commercially reasonable steps to enforce appropriate policies designed to ensure that all Company Intellectual Property Rights owned by the Company and developed by employees of the Company are developed by such employees while working within the scope of their employment at the time of such development. Where appropriate, the Company has taken commercially reasonable steps to require its agents, consultants, contractors or other Persons to execute appropriate instruments of assignment in favor of the Company as assignee to convey to the Company ownership of Company Intellectual Property Rights developed by such agents, consultants, contractors or other Persons on behalf of the Company