Common use of Company Intellectual Property Agreements Clause in Contracts

Company Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each Company Intellectual Property Agreement is in full force and effect, subject only to the effect, if any, of applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies; (ii) neither the Company nor any of the Subsidiaries has granted or is bound by any options, licenses or agreements of any kind relating to any Company-Owned Intellectual Property outside of Standard On Form Outbound IP Licenses; (iii) neither the Company nor any of the Subsidiaries is obligated to pay any royalties, revenue share or other similar payments based on the volume of sales of Company Products to any Person (other than salaries payable to employees, consultants and independent contractors not contingent on or related to use of their work product) as a result of the ownership, use, possession, license-in, license-out, sale, marketing, advertising or disposition of any Company-Owned Intellectual Property or Company Product by the Company or any of the Subsidiaries; (iv) neither the Company nor any of the Subsidiaries is (nor will be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company party to any Company Intellectual Property Agreement the right to do any of the foregoing; (v) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (vi) at and after the Closing, the Surviving Corporation (as a wholly owned subsidiary of Acquirer) will be permitted to exercise all of the Company’s and the Subsidiaries’ rights under the Company Intellectual Property Agreements to the same extent the Company would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company would otherwise be required to pay; (vii) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any of the Subsidiaries thereunder; (viii) no Company Intellectual Property Agreement requires the Company to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (ix) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (x) [Intentionally omitted] (xi) the Company and the Subsidiaries have obtained valid, written, licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any of the Subsidiaries with any of the Company Products; and (xii) no third party that has licensed Intellectual Property Rights to the Company or any of the Subsidiaries has ownership of improvements or derivative works made by the Company in the Third-Party Intellectual Property that has been licensed to the Company.

Company Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each Company Intellectual Property Agreement is in full force valid and effectsubsisting and has, subject only to the effectwhere required, if any, of applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remediesbeen duly recorded or registered; (ii) neither the No Acquired Company nor any of the Subsidiaries has granted or is bound by any options, licenses or agreements of any kind relating to any Company-Owned Intellectual Property outside of Standard On Form Outbound IP Licensesnon-exclusive end use terms of service entered into by users of the Company Products in the ordinary course (copies of which have been made available to Acquirer), and no Acquired Company is bound by or a party to any option, license or agreement of any kind with respect to any of the Company-Owned Intellectual Property outside of the grant of non-exclusive licenses pursuant to terms of service entered into by third parties in the ordinary course; (iii) neither Except for consents required for any Company Intellectual Property Agreement in conjunction with this Agreement that are listed in Section 2.4(b) of the Company nor any of the Subsidiaries is obligated Disclosure Letter, such consent to pay any royalties, revenue share or other similar payments based on the volume of sales of be acquired prior to Closing no Acquired Company Products to any Person (other than salaries payable to employees, consultants and independent contractors not contingent on or related to use of their work product) as a result of the ownership, use, possession, license-in, license-out, sale, marketing, advertising or disposition of any Company-Owned Intellectual Property or Company Product by the Company or any of the Subsidiaries; (iv) neither the Company nor any of the Subsidiaries is (nor or will be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Acquired Company party to any Company Intellectual Property Agreement the right to do any of the foregoing; (viv) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in material breach thereof; (viv) Except for consents required for any Company Intellectual Property Agreement in conjunction with this Agreement that are listed in Section 2.4(b) of the Company Disclosure Letter, such consent to be acquired prior to Closing, at and after the Closing, the Surviving Corporation (as Corporation(as a wholly owned subsidiary of AcquirerAcquirer Sub) and each of its Subsidiaries will be permitted to exercise all of the Company’s and the SubsidiariesAcquired Companies’ rights under the Company Intellectual Property Agreements to the same extent the each Acquired Company would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the an Acquired Company would otherwise be required to pay; (viivi) to the knowledge of the Company, there are no material disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any of the Subsidiaries thereunder; (viiivii) no Company Intellectual Property Agreement requires the an Acquired Company to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (ixviii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company-Owned Intellectual Property; (ix) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company-Owned Intellectual Property; (x) [Intentionally omitted] (xi) the Company and the Subsidiaries have has obtained valid, written, perpetual, non-terminable (other than for cause) licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the an Acquired Company or any of the Subsidiaries with any of the Company Products; and (xiixi) no third party that has licensed Intellectual Property Rights to the an Acquired Company or any of the Subsidiaries has ownership of or license rights to improvements or derivative works made by the an Acquired Company in the Third-Party Intellectual Property that has been licensed to the Acquired Company.

Company Intellectual Property Agreements. All Company Intellectual Property Agreements are in full force and effect. With respect to the Company Intellectual Property Agreements: (i) each Company Intellectual Property Agreement The Corporation is in full force not (and effect, subject only to the effect, if any, of applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies; (ii) neither the Company nor any of the Subsidiaries has granted or is bound by any options, licenses or agreements of any kind relating to any Company-Owned Intellectual Property outside of Standard On Form Outbound IP Licenses; (iii) neither the Company nor any of the Subsidiaries is obligated to pay any royalties, revenue share or other similar payments based on the volume of sales of Company Products to any Person (other than salaries payable to employees, consultants and independent contractors will not contingent on or related to use of their work product) as a result of the ownership, use, possession, license-in, license-out, sale, marketing, advertising or disposition of any Company-Owned Intellectual Property or Company Product by the Company or any of the Subsidiaries; (iv) neither the Company nor any of the Subsidiaries is (nor will be as a result of the execution and delivery or effectiveness of this Agreement or Agreement), and, to the performance knowledge of the Company’s obligations under this Agreement)Active Shareholders, all other parties are not, in breach of any Company Intellectual Property Agreement and the consummation of the Transactions transactions contemplated by this Agreement will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies payments with respect to any Company Intellectual Property Agreements, or give any non-Company party counterparty to any Company Intellectual Property Agreement the right to do any of the foregoing;; provided that the foregoing representations and warranties shall not be deemed breached by the operation of any Contract either (A) to which Purchaser or any of its Affiliates is a party prior to the Closing or (B) that is entered into after the Closing. (vii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (vi) at and after At the Closing, the Surviving Corporation (as a wholly owned subsidiary of Acquirer) will be permitted to exercise all of the CompanyCorporation’s and the Subsidiaries’ rights under the Company Intellectual Property Agreements to the same extent the Company Corporation would have been able to had the Transactions transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which the Company Corporation would otherwise be required to pay;; provided that the foregoing representations and warranties shall not be deemed breached by the operation of any Contract either (A) to which Purchaser is a party prior to the Closing or (B) that is entered into after the Closing. (viiiii) to the knowledge of the Company, there There are no disputes involving the Corporation or Legal Proceedings (pending any contractors, consultants, employees, founders, officers or threatened) directors of the Corporation regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any of the Subsidiaries Corporation thereunder;. (viiiiv) no No Company Intellectual Property Agreement requires the Company Corporation to include return or refund any Third-Party amounts paid to it, or grant any credit to any other Person, or pay any liquidated damages or penalties in the event of any breach of any warranty or any failure of the Corporation to perform under such Corporation Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product;Agreement. (ixv) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (x) [Intentionally omitted] (xi) the Company and the Subsidiaries have obtained valid, written, licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any of the Subsidiaries with any of the Company Products; and (xii) no third party No other Person that has licensed Intellectual Property Rights to the Company Corporation has retained ownership of, or license rights under, any of the Subsidiaries has ownership of Intellectual Property Rights in or to improvements or derivative works made by the Company Corporation in the Third-such Third Party Intellectual Property that has been licensed to the CompanyProperty.

Company Intellectual Property Agreements. All Company Intellectual Property Agreements are in full force and effect. With respect to the Company Intellectual Property Agreements: (i) each The Company Intellectual Property Agreement is in full force not (and effect, subject only to the effect, if any, of applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies; (ii) neither the Company nor any of the Subsidiaries has granted or is bound by any options, licenses or agreements of any kind relating to any Company-Owned Intellectual Property outside of Standard On Form Outbound IP Licenses; (iii) neither the Company nor any of the Subsidiaries is obligated to pay any royalties, revenue share or other similar payments based on the volume of sales of Company Products to any Person (other than salaries payable to employees, consultants and independent contractors will not contingent on or related to use of their work product) as a result of the ownership, use, possession, license-in, license-out, sale, marketing, advertising or disposition of any Company-Owned Intellectual Property or Company Product by the Company or any of the Subsidiaries; (iv) neither the Company nor any of the Subsidiaries is (nor will be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s obligations under this Agreement), and, to the knowledge of the Company, all other parties are not, in breach of any Company Intellectual Property Agreement and the consummation of the Transactions transactions contemplated by this Agreement will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies payments with respect to any Company Intellectual Property Agreements, or give any non-Company party counterparty to any Company Intellectual Property Agreement the right to do any of the foregoing; provided that the foregoing representations and warranties of the Company shall not be deemed breached by the operation of any Contract either (i) to which Acquiror or any of its Affiliates is a party prior to the Closing or (ii) that is entered into after the Closing; (vii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (vi) at and after At the Closing, the Acquiror and Surviving Corporation (as a wholly wholly-owned subsidiary of Acquirer) Acquiror), will be permitted to exercise all of the Company’s and the Subsidiaries’ rights under the Company Intellectual Property Agreements to the same extent the Company would have been able to had the Transactions transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which the Company would otherwise be required to pay; provided that the foregoing representations and warranties of the Company shall not be deemed breached by the operation of any Contract either (i) to which Acquiror or any of its Affiliates is a party prior to the Closing or (ii) that is entered into after the Closing; (viiiii) to the knowledge of the Company, there There are no disputes involving the Company or Legal Proceedings (pending any contractors, consultants, employees, founders, officers or threatened) directors of the Company regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any of the Subsidiaries thereunder; (viiiiv) no No Company Intellectual Property Agreement requires the Company to include return or refund any Third-Party Intellectual Property amounts paid to it, or grant any credit to any third party, or pay any liquidated damages or penalties in any Company Product or obtain any Person’s approval the event of any Company Product at breach of any stage of development, licensing, distribution warranty or sale of that Company Product; (ix) none any failure of the Company to perform under such Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (x) [Intentionally omitted] (xi) the Company and the Subsidiaries have obtained valid, written, licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any of the Subsidiaries with any of the Company ProductsAgreement; and (xiiv) no No third party that has licensed Intellectual Property Rights to the Company has retained ownership of, or license rights under, any of the Subsidiaries has ownership of Intellectual Property Rights in or to improvements or derivative works made by the Company in the Third-such Third Party Intellectual Property that has been licensed to the CompanyProperty.