Common use of Copyrights, Patents and Trademarks Clause in Contracts

Copyrights, Patents and Trademarks. (i) Schedule 3 hereto includes all registrations or applications for Copyrights, Patents and Trademarks and all material Copyright Licenses, Patent Licenses and Trademark Licenses (excluding “off-the-shelf” licenses pursuant to standard licensing terms which have not been modified or customized by a third party for the Obligor) owned by such Obligor in its own name, or to which any Obligor is a party, as of the date hereof. (ii) All registrations or applications pertaining to such Copyrights, Patents and Trademarks as have been set forth on Schedule 3 hereto have been duly and properly filed, and to any Obligor’s knowledge, each Copyright, Patent and Trademark of such Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned. (iii) Except as set forth on Schedule 3 hereto, none of such Copyrights, Patents and Trademarks is the subject of any exclusive licensing or franchise agreement as of the date hereof. (iv) Except as could not reasonably be expected to have a Material Adverse Effect, to such Obligor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any such Copyright, Patent or Trademark. (v) No action or proceeding is pending, seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark of any Obligor or Subsidiary of any Obligor that could reasonably be expected to have a Material Adverse Effect.

Copyrights, Patents and Trademarks. (i) Schedule 3 hereto includes all registrations or applications for Copyrights, Patents and Trademarks and all material Copyright Licenses, Patent Licenses and Trademark Licenses (excluding “off-the-shelf” licenses pursuant to standard licensing terms which have not been modified or customized by To the knowledge of a third party for the Responsible Officer of such Obligor) owned by such Obligor in its own name, or to which any Obligor is a party, as of the date hereof. (ii) All registrations or applications pertaining to such Copyrights, Patents and Trademarks as have been set forth on Schedule 3 hereto have been duly and properly filed, and to any Obligor’s knowledge, each Copyright, Patent and Trademark of such Obligor constituting Collateral is valid, subsisting, unexpired, enforceable and has not been abandoned. (iii) Except as set forth on Schedule 3 hereto, none of such Copyrights, Patents and Trademarks is except where the subject of any exclusive licensing failure to do so or franchise agreement as of the date hereof. (iv) Except as abandonment thereof could not reasonably be expected to have a Material Adverse Effect, to . (ii) To the knowledge of a Responsible Officer of such Obligor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any such Copyright, Patent or TrademarkTrademark of such Obligor constituting Collateral, except where such holding, decision or judgment could not reasonably be expected to have a Material Adverse Effect. (viii) No action or proceeding is pending, pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark of any such Obligor or Subsidiary constituting Collateral, and that, if adversely determined, could reasonably be expected to have a material adverse effect on the value of any material Copyright, Patent or Trademark of such Obligor that constituting Collateral. (iv) All applications pertaining to the Copyrights, Patents and Trademarks of such Obligor constituting Collateral have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. (v) Such Obligor has not made any assignment of, or entered into any agreement granting any Lien in, the Copyrights, Patents or Trademarks of such Obligor constituting Collateral hereunder, except as permitted by the Credit Agreement.

Copyrights, Patents and Trademarks. (i) Schedule 3 hereto 7.19(a) to the Credit Agreement includes all registrations or applications for material Copyrights, Patents and Trademarks and all material Copyright Licenses, Patents, Patent Licenses Licenses, Trademarks and Trademark Licenses (excluding “off-the-shelf” licenses pursuant to standard licensing terms which have not been modified or customized by a third party for the Obligor) owned by such Obligor the Obligors in its their own name, or to which any Obligor is a party, names as of the date hereof. (ii) All registrations or applications pertaining to such Copyrights, Patents and Trademarks Except as have been set forth on in Schedule 3 hereto have been duly and properly filed7.19 (a) to the Credit Agreement, and to any the best of each Obligor’s 's knowledge, each material Copyright, Patent and Trademark of such Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned. (iii) Except as set forth on in Schedule 3 hereto7.19 (a) to the Credit Agreement and except for immaterial oral or written non-commercial permissions, none of such material Copyrights, Patents and Trademarks is the subject of any exclusive licensing or franchise agreement as of the date hereofagreement. (iv) Except as could not reasonably be expected to have a Material Adverse Effect, to such Obligor’s knowledge, no No holding, decision or judgment has been rendered by any Governmental Authority that which would be reasonably likely to limit, cancel or question the validity of any such material Copyright, Patent or Trademark. (v) No action or proceeding is pending, pending seeking to limit, cancel or question the validity of any material Copyright, Patent or Trademark of any Obligor Trademark, or Subsidiary of any Obligor that could which, if adversely determined, would be reasonably be expected likely to have a Material Adverse Effect. (vi) All applications pertaining to the material Copyrights, Patents and Trademarks of each Obligor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued. (vii) Except as permitted under the Credit Agreement, no Obligor has made any assignment or agreement in conflict with the security interest in the material Copyrights, Patents or Trademarks of each Obligor hereunder.

Copyrights, Patents and Trademarks. (i) Schedule 3 3(k) hereto includes all registrations or applications for Copyrights, Patents and Trademarks and all material Copyright Licenses, Patent Licenses and Trademark Licenses (excluding “off-the-shelf” licenses pursuant to standard licensing terms which have not been modified or customized by a third party for the Obligor) owned by such Obligor in its own name, or to which any Obligor is a party, as of the date hereof. (ii) All registrations or applications letters pertaining to such Copyrights, Patents and Trademarks as have been set forth on Schedule 3 hereto have been duly and properly filed, and to any Obligor’s knowledge, each Copyright, Patent and Trademark of such Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned. (iii) Except as set forth on Schedule 3 3(k) hereto, none of such Copyrights, Patents and Trademarks is the subject of any exclusive licensing or franchise agreement as of the date hereof. (iv) Except as could would not reasonably be expected to have a Material Adverse Effect, to such Obligor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any such Copyright, Patent or Trademark. (v) No action or proceeding is pending, seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark of any Obligor or Subsidiary of any Obligor that could would reasonably be expected to have a Material Adverse Effect.

Copyrights, Patents and Trademarks. (i) Schedule 3 1(b) hereto includes all registrations or applications for Copyrights, Patents and Trademarks and all material Copyright Licenses, Patents, Patent Licenses Licenses, Trademarks and Trademark Licenses (excluding “off-the-shelf” licenses pursuant to standard licensing terms which have not been modified or customized by a third party for the Obligor) owned by such Obligor the Obligors in its their own name, or to which any Obligor is a party, names as of the date hereof.. 6 (ii) All registrations or applications pertaining to such Copyrights, Patents and Trademarks as have been set forth on Schedule 3 hereto have been duly and properly filed, and to any To the best of each Obligor’s 's knowledge, each Copyright, Patent and Trademark of such Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned. (iii) Except as set forth on in Schedule 3 1(b) hereto, none of such Copyrights, Patents and Trademarks is the subject of any exclusive licensing or franchise agreement as of the date hereofagreement. (iv) Except as could not reasonably be expected to have a Material Adverse Effect, to such Obligor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that which would limit, cancel or question the validity of any such Copyright, Patent or Trademark. (v) No Except as could not reasonably be expected to have a Material Adverse Effect, no action or proceeding is pending, pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark Trademark, or which, if adversely determined, would have a Material Adverse Effect on the value of any Copyright, Patent or Trademark. (vi) All applications pertaining to the Copyrights, Patents and Trademarks of each Obligor have been duly and properly filed, and all registrations or Subsidiary letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of any Obligor that such Copyrights, Patents and Trademarks are valid and enforceable, except as could not reasonably be expected to have a Material Adverse Effect. (vii) Except for licenses to third parties in the ordinary course of business, no Obligor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of each Obligor hereunder.

Copyrights, Patents and Trademarks. (i) Schedule 3 hereto includes all registrations or applications for Copyrights, Patents and Trademarks and all material Copyright Licenses, Patent Licenses and Trademark Licenses (excluding “off-the-shelf” licenses pursuant to standard licensing terms which have not been modified or customized by a third party for the Obligor) owned by To such Obligor in its own name, or to which any Obligor is a party, as of the date hereof. (ii) All registrations or applications pertaining to such Copyrights, Patents and Trademarks as have been set forth on Schedule 3 hereto have been duly and properly filed, and to any Obligor’s knowledge, (A) each registered or issued Copyright, Patent and Trademark of owned by such Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned. , and (iiiB) Except as set forth on Schedule 3 heretono material unregistered Trademark owned by such Obligor, none of such Copyrightsif and to the extent that any exists, Patents and Trademarks is the subject of any exclusive licensing or franchise agreement as abandoned, in each case of the date hereof. foregoing clauses (ivg)(i)(A) Except and (g)(i)(B), except to the extent as could would not reasonably be expected to have a Material Adverse Effect, to . (ii) To such Obligor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any such Copyright, Patent or TrademarkTrademark owned by any Obligor, except to the extent as would not reasonably be expected to have a Material Adverse Effect. (viii) No action or proceeding is pending, pending against such Obligor seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark owned by such Obligor that, if adversely determined, could reasonably be expected to have an adverse effect on the value of any Obligor such Copyright, Patent or Subsidiary Trademark of any Obligor that could such Obligor, except to the extent as would not reasonably be expected to have a Material Adverse Effect. (iv) All filings required to be filed with a Governmental Authority with respect to the application for, or prosecution or maintenance of, Copyrights, Patents and Trademarks owned by such Obligor have been duly and properly filed, except as would not reasonably be expected to have a Material Adverse Effect. (v) No Obligor has granted any outstanding Liens other than Permitted Liens on any material Copyrights, Patents or Trademarks constituting Collateral and owned by such Obligor, and no such material Copyrights, Patents or Trademarks constituting Collateral have been sold, transferred, or leased, in each case, other than as permitted hereunder or under the Credit Agreement. (vi) To the knowledge of the Obligors, Schedule 4 sets forth, as of the Closing Date, a list that is true and correct of all Intellectual Property registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by a Loan Party.

Copyrights, Patents and Trademarks. (i) Set forth on Schedule 3 hereto includes all registrations or applications for Copyrights3(n) is a list of each Copyright, Patents and Trademarks and all material Copyright LicensesLicense, Patent, Patent Licenses License, Trademark and Trademark Licenses (excluding “off-the-shelf” licenses pursuant to standard licensing terms which have not been modified License registered or customized by a third party for pending registration with the Obligor) United States Copyright Office or the United States Patent and Trademark Office and owned by such Obligor in its own name, or to which any Obligor is a party, each Loan Party as of the date hereofClosing Date. (ii) All registrations or applications pertaining to such Copyrights, Patents and Trademarks as have been set forth on Schedule 3 hereto have been duly and properly filed, and to any To the best of each Obligor’s knowledge, each Copyright, Patent and Trademark of such Obligor is valid, subsisting, unexpired, enforceable and has not been abandonedabandoned (other than Copyrights, Patents or Trademarks that, in the reasonable business judgment of such Obligor, are not material to the conduct of its business). (iii) Except as set forth on Schedule 3 hereto, none To the best of such Copyrights, Patents and Trademarks is the subject of any exclusive licensing or franchise agreement as of the date hereof. (iv) Except as could not reasonably be expected to have a Material Adverse Effect, to such each Obligor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any such Copyright, Patent or TrademarkTrademark of any Obligor except as could not reasonably be expected to have a Material Adverse Effect. (viv) No action or proceeding is pending, pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark of any Obligor or Subsidiary Obligor, as to which there is a reasonable possibility of any Obligor that an adverse determination and that, if adversely determined, could reasonably be expected to have a Material Adverse Effect. (v) All applications pertaining to the Copyrights, Patents and Trademarks of each Obligor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued (other than Copyrights, Patents or Trademarks that, in the reasonable business judgment of such Obligor, are not material to the conduct of its business). (vi) No Obligor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of any Obligor hereunder.

Copyrights, Patents and Trademarks. (i) Set forth on Schedule 3 hereto includes all registrations or applications for Copyrights3(n) is a list of each Copyright, Patents and Trademarks and all material Copyright LicensesLicense, Patent, Patent Licenses License, Trademark and Trademark Licenses (excluding “off-the-shelf” licenses pursuant to standard licensing terms which have not been modified License registered or customized by a third party for pending registration with the Obligor) United States Copyright Office or the United States Patent and Trademark Office and owned by such Obligor in its own name, or to which any Obligor is a party, as of the date hereofeach Loan Party. (ii) All registrations or applications pertaining to such Copyrights, Patents and Trademarks as have been set forth on Schedule 3 hereto have been duly and properly filed, and to any To the best of each Obligor’s knowledge, each Copyright, Patent and Trademark of such Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned. (iii) Except as set forth on Schedule 3 hereto, none To the best of such Copyrights, Patents and Trademarks is the subject of any exclusive licensing or franchise agreement as of the date hereof. (iv) Except as could not reasonably be expected to have a Material Adverse Effect, to such each Obligor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any such Copyright, Patent or TrademarkTrademark of any Obligor. (viv) No action or proceeding is pending, pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark of any Obligor Obligor, or Subsidiary of any Obligor that that, if adversely determined, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the value of any material Copyright, Patent or Trademark of any Obligor. (v) All applications pertaining to the Copyrights, Patents and Trademarks of each Obligor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued. (vi) No Obligor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of any Obligor hereunder.

Copyrights, Patents and Trademarks. (i) Schedule 3 hereto 6.17 to the Credit Agreement includes all registrations or applications for Copyrights, Patents and Trademarks and all material Copyright Licenses, Patents, Patent Licenses Licenses, Trademarks and Trademark Licenses (excluding “off-the-shelf” licenses pursuant to standard licensing terms which have not been modified registered or customized by a third party for pending registration with the Obligor) United States Copyright Office or United States Patent and Trademark Office and owned by such Obligor any Grantor in its own name, or to which any Obligor is such Grantor has a partyright to use, as of the date hereof. (ii) All registrations or applications pertaining to To such Copyrights, Patents and Trademarks as have been set forth on Schedule 3 hereto have been duly and properly filed, and to any ObligorGrantor’s knowledge, each material Copyright, Patent and Trademark of such Obligor Grantor is valid, subsisting, unexpired, enforceable and has not been abandoned. (iii) Except as set forth on in Schedule 3 hereto6.17 to the Credit Agreement, as of the date hereof, none of such the material Copyrights, Patents and Trademarks of such Grantor is the subject of any exclusive licensing agreement or franchise agreement as of the date hereofsimilar agreement. (iv) Except as could not reasonably be expected to have a Material Adverse Effect, to To such ObligorGrantor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any such material Copyright, Patent or TrademarkTrademark of such Grantor. (v) No action or proceeding is pending, pending seeking to limit, cancel or question the validity of any material Copyright, Patent or Trademark of any Obligor such Grantor, or Subsidiary of any Obligor that that, if adversely determined, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the value of such Copyright, Patent or Trademark. (vi) All applications pertaining to the material Copyrights, Patents and Trademarks of such Grantor have been duly and properly filed, and all registrations or letters of patent pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued.