Common use of Company Technology Clause in Contracts

Company Technology. Schedule 3.13.2 sets forth a list that is complete in all material respects of all products and tools developed, produced, used, marketed or sold by the Company since its inception (collectively, the "Products"). Except for the Third Party Technologies (as defined in Section 3.13.3), the Company owns all right, title and interest in and to the following technology used to conduct its business as currently conducted or as proposed to be conducted (collectively, the "Technology"), free and clear of all Encumbrances (other than interests in licenses granted by the Company, all of which are either disclosed in Schedule 3.13.2 or, under the terms of this Agreement, are not required to be so disclosed): (a) the Products, together with any and all codes, techniques, software tools, formats, designs, user interfaces, content and "look and feel" embodied therein prior to the date of Closing; (b) any and all updates, enhancements, corrections, modifications, improvements and new releases developed or obtained by or for the Company to the items set forth in clause (a) above prior to the date of Closing; (c) any and all technology and work in progress developed or obtained by or for the Company related to the items set forth in clauses (a) and (b) above prior to the date of Closing; and (d) all inventions, discoveries, processes, designs, trade secrets, know-how and other confidential or proprietary information developed or obtained by or for the Company related to the items set forth in clauses (a), (b) and (c) above prior to the date of Closing. The Technology, excluding the Third Party Technologies, is sometimes referred to herein as the "Company Technology."

Company Technology. of the Schedule 3.13.2 of Exceptions sets forth a list that is complete in all material respects of all products and tools developed, produced, used, marketed or sold by the Company since its inception during the two years prior to the date of this Agreement, together with all prior versions, predecessors or precursors to such products or tools (collectively, the "Products"). Except for the Third Party Technologies (as defined in Section 3.13.32.17.3), the Company owns all right, title and interest in and to the following technology used to conduct its business as currently conducted or as proposed to be conducted (collectively, the "Technology"), free and clear of all Encumbrances (Encumbrances, other than interests in licenses granted by the Company, all of which are either disclosed in Schedule 3.13.2 or, under the terms of this Agreement, are not required to be so disclosed): Permitted Encumbrances: (a) the Products, together with any and all codes, techniques, software tools, formats, designs, user interfaces, content and "look and feel" embodied therein prior to the date of Closingrelated thereto; (b) any and all updates, enhancements, corrections, modifications, improvements and new releases developed or obtained by or for the Company related to the items set forth in clause (a) above prior to the date of Closingabove; (c) any and all technology and work in progress developed or obtained by or for the Company related to the items set forth in clauses (a) and (b) above prior to the date of Closingabove; and (d) all inventions, discoveries, processes, designs, trade secrets, know-how and other confidential or proprietary information developed or obtained by or for the Company related to the items set forth in clauses (a), (b) ), and (c) above prior to the date of Closingabove. The Technology, excluding the Third Party TechnologiesTechnologies (as defined below), is sometimes referred to herein as the "Company Technology."

Company Technology. Section 3.9(b) of the Disclosure Schedule 3.13.2 sets forth a list that is complete in all material respects of all products and tools developed, produced, used, marketed or sold by the Company since its inception during the two years prior to the date of this Agreement and owned by the Company as of the date of the Unaudited Interim Balance Sheet, together with all prior versions, predecessors or precursors to such products or tools (collectively, the "Products"). Except as set forth in Section 3.9(b) of the Disclosure Schedule and except for the Third Party Technologies (as defined in Section 3.13.33.9(c)), the Company owns all right, title and interest in and to the following technology used to conduct its business as currently conducted or as proposed to be conducted (collectively, the "Technology"), free and clear of all Encumbrances Encumbrances: (other than interests in licenses granted by the Company, all of which are either disclosed in Schedule 3.13.2 or, under the terms of this Agreement, are not required to be so disclosed): (ai) the Products, together with any and all codes, techniques, software tools, formats, designs, user interfaces, content and "look and feel" embodied therein prior to the date of Closingrelated thereto; (bii) any and all updates, enhancements, corrections, modifications, improvements and new releases developed or obtained by or for the Company related to the items set forth in clause (ai) above prior to the date of Closingabove; (ciii) any and all technology and work in progress developed or obtained by or for the Company related to the items set forth in clauses (ai) and (bii) above prior to the date of Closingabove; and (div) all inventions, discoveries, processes, designs, trade secrets, know-how and other confidential or proprietary information developed or obtained by or for the Company related to the items set forth in clauses (ai), (b) ii), and (ciii) above prior to the date of Closingabove. The Technology, excluding the Third Party TechnologiesTechnologies (as defined below), is sometimes referred to herein as the "Company Technology."

Company Technology. Section 3.14.2 of the Company Disclosure Schedule 3.13.2 sets forth a list that is complete in all material respects of all products and tools developed, produced, used, marketed or sold by the Company since its inception during the two years prior to the date of this Agreement (collectively, the "ProductsPRODUCTS"). Except for the Third Party Technologies (as defined in Section 3.13.3)Technologies, the Company owns all right, title and interest in and to the following technology used to conduct its business as currently conducted or as proposed to be conducted (collectively, the "TechnologyTECHNOLOGY"), free and clear of all Encumbrances (other than interests in licenses granted by the Company, all of which are either disclosed in Schedule 3.13.2 or, under the terms of this Agreement, are not required to be so disclosed): Encumbrances: (a) the ProductsProducts developed, produced, used, marketed or sold by the Company, together with any and all codes, techniques, software tools, formats, designs, user interfaces, content and "look and feel" embodied therein prior to the date of Closingrelated thereto; (b) any and all updates, enhancements, corrections, modifications, improvements and new releases developed developed, produced, used, marketed or obtained sold by or for the Company related to the items set forth in clause (a) above prior to the date of Closingabove; (c) any and all technology and work in progress developed or obtained by or for the Company related to the items set forth in clauses (a) and (b) above prior to developed, produced, used, marketed or sold by the date of ClosingCompany; and (d) all inventions, discoveries, processes, designs, trade secrets, know-how and other confidential or proprietary information developed or obtained by or for the Company related to the items set forth in clauses (a), (b) and (c) above prior to developed, produced, used, marketed or sold by the date of ClosingCompany. The Technology, excluding the Third Party Technologies, is sometimes referred to herein as the "Company TechnologyCOMPANY TECHNOLOGY."

Company Technology. Schedule 3.13.2 2.17.2 to the Disclosure Memorandum sets forth a list that is complete in all material respects of all the hardware product platforms and software products and tools developed, produced, used, marketed or sold by the Company since its inception during the two years prior to this Agreement, developed by the Company during the two years prior to this Agreement and presently intended to be marketed or sold by the Company at any time in the twelve months following the date of this Agreement, or material to the operation of the Company as presently conducted (collectively, the "Products"). Except for the Third Party Technologies Technology (as defined in Section 3.13.32.17.3), the Company owns all right, title and interest in and to the following technology used to conduct its business as currently conducted or as proposed to be conducted (collectively, the "Technology"), free and clear of all Encumbrances (other than interests in but subject to the Intellectual Property licenses granted by the Company, Company to its customers in the ordinary course of business according to written agreements (complete and accurate copies of all material forms of which are either disclosed in Schedule 3.13.2 or, under have been provided to Parent by the terms of this Agreement, are not required to be so disclosedCompany): (a) the Products, together with any and all codes, techniques, software tools, formats, designs, user interfaces, content and "look and feel" embodied therein prior to the date of Closingrelated thereto; (b) any and all updates, enhancements, corrections, modifications, improvements and new releases developed or obtained by or for the Company related to the items set forth in clause (a) above prior to the date of Closingabove; (c) any and all technology and work in progress developed or obtained by or for the Company related to the items set forth in clauses (a) and (b) above prior to the date of Closingabove; and (d) all inventions, discoveries, processes, designs, trade secrets, know-how and other confidential or proprietary information developed or obtained by or for the Company related to the items set forth in clauses (a), (b) ), and (c) above prior to the date of Closingabove. The Technology, excluding the Third Party TechnologiesTechnology (as defined below), is sometimes referred to herein as the "Company Technology."