Common use of Copyrights and Trademarks Clause in Contracts

Copyrights and Trademarks. (a) Schedule 3.10.2 lists all worldwide registered copyrights owned by Seller that constitute Assigned Intellectual Property used by Seller in respect of the Purchased Assets (the “Copyrights”), along with information as to Seller’s ownership thereof or licenses or rights therein and registration thereof. All worldwide trademarks (including words, phrases, symbols, product shapes or logos), service marks, trademark registrations, trade names and trade dress, and the goodwill related thereto that constitute Assigned Intellectual Property or are owned by Seller and used by Seller solely in respect of the Purchased Assets (collectively, the “Trademarks”) are listed on Schedule 3.10.2 (whether registered, filed or common law), along with information as to Seller’s ownership thereof and registrations or applications and related information thereof (including but not limited to any applicable docketing or filing deadline dates occurring within six (6) months from the date of this Agreement). Seller has filed and used the Trademarks in good faith and has performed the trademark searches previously provided to Buyer or Buyer’s counsel. No Trademark filing, registration or application with a Governmental Entity identified in Schedule 3.10.2 (except as listed therein) has expired or been canceled, and Seller has not received written notice, and, to Seller’s knowledge it has not received any other notice, of any third party claim or petition for cancellation or opposition, or any outstanding office action from the relevant Governmental Entity responsible for trademark filings with respect to any such registration or application that has not been provided to Buyer or Buyer’s counsel. Except as listed on Schedule 3.10.2, (i) there are no restrictions on the use of the Copyrights or Trademarks that would affect Buyer’s use of the Copyrights or Trademarks after the Closing Date, and (ii) to Seller’s knowledge, no Copyrights and Trademarks are being infringed, violated, misappropriated or otherwise conflicted with by any Person. (i) The Copyrights and Trademarks are valid, in full force and effect, enforceable and owned exclusively by Seller (except as provided in Schedule 3.10.2), (ii) Seller has the unencumbered and unrestricted right to use, license and convey ownership and title of all the Copyrights and Trademarks to Buyer free and clear of all Liens (other than Permitted Liens), (iii) Seller has not granted to any party the right to use the Copyrights and Trademarks except in connection with the Assigned Contracts or as set forth on Schedule 3.10.2, (iv) Seller has not received written notice, and, to Seller’s knowledge it has not received any other notice, of any claim, demand, suit or other assertion by any Person, and, to Seller’s knowledge, there are no circumstances which would (or are reasonably likely to) give rise to any claim, demand, suit or other assertion by any Person other than a party to this Agreement, that such Person has superior rights, ownership or shared ownership requiring any payments or transfer of the Copyrights and Trademarks to any Person other than as provided in this Agreement, or other interest of any kind or nature in or with respect to, the Copyrights and Trademarks, (v) Seller has taken reasonable measures to protect the proprietary rights of Seller to the Copyrights and Trademarks and in no instance has the validity, ownership or eligibility of the Copyrights and the Trademarks for protection under applicable Law been forfeited to the public domain or any Person for any reason, and (vi) to Seller’s knowledge, the Copyrights and Trademarks do not infringe or otherwise conflict with the IP Rights of any Person and Seller has not received written notice, and, to Seller’s knowledge it has not received any other notice, of and has no knowledge of any complaint, assertion, threat or conflict that would contradict the foregoing, except as provided in Schedule 3.10.2.

Copyrights and Trademarks. (a) Schedule 3.10.2 lists all worldwide registered copyrights owned by of Seller that constitute Assigned Intellectual Property or are used by Seller in respect of the Purchased Assets ISV-403 Development (the “Copyrights”), along with information as to Seller’s ownership thereof or licenses or rights therein and registration thereof. All worldwide trademarks (including words, phrases, symbols, product shapes or logos)trademarks, service marks, trademark registrations, and trade names and trade dress, and the goodwill related thereto that constitute Assigned Intellectual Property or are owned by Seller and used by Seller solely in respect of the Purchased Assets ISV-403 Development (collectively, the “Trademarks”) are listed on Schedule 3.10.2 (whether registered, filed registered or common law), along with information as to Seller’s ownership thereof or licenses or rights therein and registrations or applications and related information thereof (including but not limited to any applicable docketing or filing deadline dates occurring within six (6) months from the date of this Agreement). Seller has filed and used the Trademarks in good faith and has performed the trademark searches previously provided to Buyer or Buyer’s counsel. No Trademark filing, registration or application with a Governmental Entity identified in Schedule 3.10.2 (except as listed therein) has expired or been canceled, and Seller has not received written notice, and, to Seller’s knowledge it has not received any other notice, no notice of any third party claim or petition for cancellation or opposition, or any outstanding office action from the relevant Governmental Entity responsible for trademark filings with respect to any such registration or application that has not been provided to Buyer or Buyer’s counselreceived by Seller. Except To the Knowledge of Seller, except as listed on Schedule 3.10.2, (i) there are no restrictions on the use of the Copyrights or Trademarks that constitute Assigned Intellectual Property that would affect Buyer’s use of the Copyrights or Trademarks after in connection with the Closing DateISV-403 Development, and (ii) to Seller’s knowledge, no Copyrights and Trademarks that constitute Assigned Intellectual Property are being infringed, violated, misappropriated or otherwise conflicted with by any Person. (b) Seller represents and warrants that (i) The the Copyrights and Trademarks are valid, in full force and effect, enforceable and owned exclusively by Seller (except as provided in Schedule 3.10.2), (ii) Seller has the unencumbered and unrestricted right to use, license and convey ownership and title of all the Copyrights and Trademarks that constitute Assigned Intellectual Property to Buyer free and clear of all Liens (liens, security interests, consents, judgments and any and all other than Permitted Liens)encumbrances without payment to any third party except as may be imposed by applicable bankruptcy, insolvency and similar laws and general equitable principles, (iii) Seller has not granted to any party the right to use the Copyrights and Trademarks except in connection with the that constitute Assigned Contracts or as set forth on Schedule 3.10.2Intellectual Property, (iv) Seller has not received written notice, and, to Seller’s knowledge it has not received any other notice, no notice of any claim, demand, suit or other assertion by any Personthird party, and, and to the Knowledge of Seller’s knowledge, there are no circumstances which would (or are reasonably likely to) give rise to any claim, demand, suit or other assertion by any Person other than a party to this Agreement, that such Person has superior rights, ownership or shared ownership requiring any payments or transfer of the Copyrights and Trademarks to any Person other than as provided in this Agreement, or other interest of any kind or nature in or with respect to, the Copyrights and TrademarksTrademarks that constitute Assigned Intellectual Property, (v) Seller has taken all reasonable measures to protect the proprietary rights of Seller to the Copyrights and Trademarks and in no instance has the validity, ownership or eligibility of the Copyrights and the Trademarks that constitute Assigned Intellectual Property for protection under applicable Law been forfeited to the public domain or any Person for any reason, and (vi) to the Knowledge of Seller’s knowledge, the Copyrights and Trademarks that constitute Assigned Intellectual Property do not infringe or otherwise conflict with the IP Rights copyright, trademark or other intellectual property rights of any Person and Seller has not received written notice, and, to Seller’s knowledge it has not received any other notice, notice of and has no knowledge of any complaint, assertion, threat or conflict that would contradict the foregoing, except as provided in Schedule 3.10.2.

Copyrights and Trademarks. (a) Schedule 3.10.2 3.11.2 lists all worldwide registered copyrights owned by of Seller that constitute Assigned Intellectual Property cover or are used by Seller in respect relationship to any part of the Purchased Assets IT Property or IP Rights or are otherwise used in or related to the Business (the “"Copyrights”"), along with information as to Seller’s 's ownership thereof or licenses or rights therein and registration thereof. All worldwide trademarks (including words, phrases, symbols, product shapes or logos)trademarks, service marks, trademark registrations, trade names and trade dress, and dress used in the goodwill related thereto that constitute Assigned Intellectual Property or are owned by Seller and used by Seller solely in respect of the Purchased Assets Business (collectively, the “"Trademarks”") are listed on Schedule 3.10.2 3.11.2 (whether registered, filed registered or common law), along with information as to Seller’s 's ownership thereof or licenses or rights therein and registrations or applications and related information thereof (including but not limited to any applicable docketing or filing deadline dates occurring within six (6) months from the date of this Agreement). Seller has filed Each of the Copyrights and used the Trademarks identified on Schedule 3.11.2 as being in good faith and has performed the trademark searches previously provided to Buyer or Buyer’s counsel. No use is in use, no Trademark filing, registration or application with a Governmental Entity identified in Schedule 3.10.2 (except as listed therein) 3.11.2 has expired or been canceled, and Seller has not received written notice, and, to Seller’s knowledge it has not received any other notice, no notice of any third party claim or petition for cancellation or opposition, or any outstanding office action from the relevant Governmental Entity responsible for trademark filings with respect to any such registration or application that has not been provided to Buyer or Buyer’s counselreceived by Seller. Except as listed on Schedule 3.10.23.11.2, (i) there are no restrictions on the use of the Copyrights or Trademarks that would affect Buyer’s 's use of the Copyrights or Trademarks after in connection with the Closing DateBusiness, and (ii) to Seller’s knowledge, no the Copyrights and Trademarks are not being infringed, violated, misappropriated or otherwise conflicted with by any Person. (b) Seller represents and warrants that (i) The the Copyrights and Trademarks are valid, in full force and effect, enforceable and owned exclusively by Seller (except as provided in Schedule 3.10.23.11.2), (ii) Seller has the unencumbered and unrestricted right to use, license and convey ownership and title of all the Copyrights and Trademarks to Buyer free and clear of all Liens (liens, security interests, consents, judgments and any and all other than Permitted Liens)encumbrances without payment to any third party, (iii) Seller has not granted to any party the right to use the Copyrights and Trademarks except in connection with the Assigned Contracts or as set forth on Schedule 3.10.2Trademarks, (iv) Seller has not received written notice, and, to Seller’s knowledge it has not received any other notice, no notice of any claim, demand, suit or other assertion by any Personthird party, and, to Seller’s knowledge, and there are no circumstances which would (or are reasonably likely to) give rise to any claim, demand, suit or other assertion by any Person other than a party to this Agreement, that such Person has superior rights, ownership or shared ownership requiring any payments or transfer of the Copyrights and Trademarks to any Person other than as provided in this Agreement, or other interest of any kind or nature in or with respect to, the Copyrights and Trademarks, (v) Seller has taken all commercially reasonable measures to protect the proprietary rights of Seller to the Copyrights and Trademarks and in no instance has the validity, ownership or eligibility of the Copyrights and the Trademarks for protection under applicable Law been forfeited to the public domain or any Person for any reason, and (vi) to Seller’s knowledge, the Copyrights and Trademarks do not infringe or otherwise conflict with the IP Rights copyright, trademark or other intellectual property rights of any Person and Seller has not received written notice, and, to Seller’s knowledge it has not received any other notice, notice of and has no knowledge of any complaint, assertion, threat or conflict that would contradict the foregoing, except as provided in Schedule 3.10.2.