Common use of Free Title and Liens Clause in Contracts

Free Title and Liens. The Seller Parties represent and warrant that OpenTV owns all the Intellectual Property identified and indicated in Sections 2.18(a)(i), (ii) and (iii) of the Seller Disclosure Schedule. Except as set forth on Sections 2.18(c)(i)-(iii) of the Seller Disclosure Schedule: (i) as of the date of this Agreement, with respect to the Intellectual Property (other than patents, patent applications, or invention disclosure records) owned by OpenTV and its Subsidiaries, OpenTV or the appropriate Subsidiary thereof has good and valid title thereto free and clear of all Liens or exclusive or escrow arrangements, provided, however, that Intellectual Property (other than patents, patent applications or invention disclosure records) jointly owned are excepted but to the Seller's knowledge are set forth on Section 2.18(c)(i) of the Seller Disclosure Schedule; (ii) with respect to the patents, patent applications and invention disclosure records owned by OpenTV or its Subsidiaries, OpenTV or the appropriate Subsidiary thereof has good and valid title thereto free and clear of (x) any obligations to license or assign, or any obligations to grant a covenant not to xxx; (y) any Liens or restrictions on title; or (z) any licenses or covenants not to xxx identifying patents by number or group; excluding implied licenses; and (iii) as of the date of this Agreement, with respect to all Intellectual Property held by OpenTV or any of its Subsidiaries under license, other than retail or generally available licenses, OpenTV or the appropriate Subsidiary thereof has, to the knowledge of Seller Parties, the right to use such Intellectual Property in the manner and subject to limitations on the scope of such use as set forth in such licenses, free from any Lien and not subject to any restrictions, other than as set forth in such license agreement. (iv) with respect to certain Intellectual Property rights and agreements referred to on Schedule 2.18 to this Agreement, the Seller Parties make to the Purchasers the representations, warranties and covenants set forth in Schedule 2.18 to this Agreement.

Free Title and Liens. The Sellers own exclusively (except for any Jointly-Owned Intellectual Property identified as such on Schedule 2.3 or as described in Sections 4.6(d)(iii) and 4.6(d)(iv) of the Sellers Disclosure Letter with respect to any Company Owned Intellectual Property subject to an agreement pursuant to which the applicable contributor has agreed to assign all of his rights to the applicable Seller Parties represent and warrant that OpenTV owns but no formal assignment has been obtained as of the Closing Date) all of the Intellectual Property identified and indicated in Sections 2.18(a)(i4.6(a)(i), (ii) ), and (iii) of the Seller Sellers Disclosure ScheduleLetter (the “Company Owned Intellectual Property,” which for purposes of this representation shall be deemed to include references to the Jointly-Owned Intellectual Property). Except as set forth on Sections 2.18(c)(i)-(iiiin Section 4.6(b) of the Seller Sellers Disclosure ScheduleLetter: (i) as of the date of this Agreement, with respect to the Company Owned Intellectual Property (other than patents, patent applications, or invention disclosure records) owned by OpenTV and its Subsidiaries), OpenTV CAMS or StarNet, as the appropriate Subsidiary thereof case may be, has good and valid title thereto free and clear of all Liens or exclusive or escrow arrangements, provided, however, that Intellectual Property (other than patents, patent applications or invention disclosure records) jointly owned are excepted but to Permitted Liens and the Seller's knowledge are set forth on Section 2.18(c)(i) of the Seller Disclosure ScheduleOutbound Agreements); (ii) with respect to the patents, patent applications and invention disclosure records owned by OpenTV or its Subsidiariesa Seller, OpenTV or the appropriate Subsidiary thereof such Seller has good and valid title thereto free and clear (except pursuant to the Outbound Agreements) of (xw) any obligations to license (exclusive or nonexclusive), cross-license or sublicense, escrow or assign, or any obligations to grant a covenant not to xxxcovenant-not-to-sxx or assert; (yx) any Liens (other than Permitted Liens) or restrictions on title; or (zy) any licenses license (exclusive or nonexclusive), sublicense, cross-license, assignment or escrow arrangements or covenants not to xxx identifying patents by number not-to-sxx or group; excluding implied licenses; andassert; (iii) as of the date of this Agreement, with respect to all Intellectual Property held by OpenTV a Seller under license or any of its Subsidiaries under licensesublicense pursuant to Inbound Agreements, other than retail or generally available licenses, OpenTV or the appropriate Subsidiary thereof has, to the knowledge of such Seller Parties, has the right to use such Intellectual Property in the manner and subject to limitations on the scope of such use as set forth in such licenses, free from any Lien and not subject to any restrictions, other than the Inbound Agreements; (iv) except as set forth in Section 4.6(b)(iv) of the Sellers Disclosure Letter, no open source code is used in any of the Company Owned Intellectual Property that a Seller offers, sells, licenses, or uses in or for operation of the Business, and to the knowledge of Sellers no open source code is used in any software licensed by Sellers and used in the Business except in the manner and subject to the limitations on the scope of such license agreement.use as set forth in the Inbound Agreements; other than any standards setting body agreements set forth in Section 4.6(a)(vii) of the Sellers Disclosure Letter, neither Seller has contributed technology or technological specifications as a member of, or otherwise bound itself by any agreements with, and has not otherwise contributed, or committed, dedicated, licensed, or agreed not to assert any of its Intellectual Property, as to any standards setting body or like organization; and Sellers warrant that there are no material rights of Seller in or to any Intellectual Property used, held for use, intended for use in, or otherwise necessary to operate, any aspect of the Business, as to which there exists any legal commitment to grant rights in, or waive enforcement against, any third party by virtue of an agreement with or membership in any standards setting body; (ivv) with respect to certain the knowledge of each Seller, none of the Company Owned Intellectual Property rights contains any malicious code or viruses, worms, Trojan horses, backdoors or malicious mobile code (e.g., malicious JavaScript and vbscript applets); (vi) none of the Company Owned Intellectual Property is subject to any obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License or Mozilla Public License) that by its terms (A) requires, or conditions the use or distribution of such Company Owned Intellectual Property on, the disclosure, licensing or distribution of any source code for any portion of such Company Owned Intellectual Property; or (B) otherwise imposes any material limitation, restriction or condition on the right or ability of either Seller to use or distribute any Company Owned Intellectual Property; and (vii) except pursuant to the escrow agreements referred described in Section 4.6(b)(vii) of the Sellers Disclosure Letter (the “Existing Escrow Agreements”) and for Customer Contracts identified on Section 4.6(b)(vii) of the Sellers Disclosure Letter as providing for the establishment of software escrow(s) but as to on Schedule 2.18 which no escrow has been established as of the date hereof (the “Contractual Escrow Obligations”), (a) no material source code of any of the Company Owned Intellectual Property (“Sellers Source Code”) has been delivered, licensed or made available to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of a Seller, and (b) neither Seller has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available any such Sellers Source Code to any escrow agent or other Person. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, result in the Seller Parties make delivery, license or disclosure of any Sellers Source Code to any Person, except for the required delivery of such Sellers Source Code (x) to the Purchasers escrow agent identified in each Existing Escrow Agreement in accordance with the representations, warranties and covenants set forth terms of such Existing Escrow Agreement or (y) pursuant to the establishment of a software escrow in Schedule 2.18 to this Agreementaccordance with the terms of the Contractual Escrow Obligations.

Free Title and Liens. The Seller Parties represent and warrant that OpenTV owns Company or its Subsidiaries own exclusively all the Intellectual Property identified and indicated in Sections 2.18(a)(i4.17(a)(i), (ii), (iii) and (iiivi) of the Seller Company Disclosure ScheduleLetter. Except as set forth on Sections 2.18(c)(i)-(iiiin Section 4.17(b)(i)-(iii) of the Seller Company Disclosure ScheduleLetter: (i) as of the date of this Agreement, with respect to the Intellectual Property (other than patents, patent applications, or invention disclosure records) owned by OpenTV and the Company or its Subsidiaries, OpenTV the Company or the appropriate Subsidiary thereof has good and valid title thereto free and clear of all Liens Liens, or exclusive licenses or cross-licenses or escrow arrangements, providedor covenants not-to-xxx or, however, that Intellectual Property (other than patents, patent applications or invention disclosure records) jointly owned are excepted but any obligations to the Seller's knowledge are set forth on Section 2.18(c)(i) impose or enter into any of the Seller Disclosure Scheduleforegoing; (ii) with respect to the patents, patent applications and invention disclosure records owned by OpenTV the Company or its Subsidiaries, OpenTV the Company or the appropriate Subsidiary thereof has good and valid title thereto free and clear of (xw) any obligations to license (exclusive or nonexclusive), cross-license or sublicense, escrow or assign, or any obligations to grant a covenant not to xxxcovenant-not-to-xxx or assert; (yx) any Liens or restrictions on title; or (zy) any licenses license (exclusive or nonexclusive), sublicense, cross-license, assignment or escrow arrangements or covenants not to not-to-xxx identifying patents by number or group; excluding implied licensesassert; and (iii) as of the date of this Agreement, with respect to all Intellectual Property held by OpenTV the Company or any of its Subsidiaries under licenselicense or sublicense, other than retail or generally available licenses, OpenTV the Company or the appropriate Subsidiary thereof has, to the knowledge of Seller Parties, has the right to use such Intellectual Property in the manner and subject to limitations on the scope of such use as set forth in such licenseslicenses or sublicenses, free from any Lien and not subject to any restrictions, other than as set forth in such license or sublicense agreement. (iv) with respect to certain Intellectual Property rights and agreements referred to on Schedule 2.18 to this Agreement, the Seller Parties make to the Purchasers the representations, warranties and covenants set forth in Schedule 2.18 to this Agreement.

Free Title and Liens. The Seller Parties represent and warrant that OpenTV Seller, Banshee or a Sold Subsidiary owns exclusively all the Intellectual Property identified and indicated in Sections 2.18(a)(i4.11(a)(i), (ii) and (iii) of the Seller Disclosure Scheduleabove. Except as set forth on Sections 2.18(c)(i)-(iii) of the Seller Disclosure Schedule:in Schedule 4.11(b); (i) as of the date of this Agreement, with respect to the Intellectual Property (other than patents, patent applications, or invention disclosure records) owned by OpenTV and its SubsidiariesSeller, OpenTV Banshee or any Sold Subsidiary, Seller, Banshee or the appropriate Sold Subsidiary thereof has good and valid title thereto free and clear of all Liens Liens, or exclusive licenses or cross-licenses or escrow arrangements, providedor covenants not-to-xxx or assert, however, that Intellectual Property (other than patents, patent applications or invention disclosure records) jointly owned are excepted but any obligations to the Seller's knowledge are set forth on Section 2.18(c)(i) impose or enter into any of the Seller Disclosure Scheduleforegoing; (ii) with respect to the patents, patent applications and invention disclosure records owned by OpenTV Seller, Banshee or its Subsidiariesany Sold Subsidiary, OpenTV Seller, Banshee or the appropriate Sold Subsidiary thereof has good and valid title thereto free and clear of (xw) any obligations to license (exclusive or nonexclusive), cross-license or sublicense, escrow or assign, or any obligations to grant a covenant not to xxxcovenant-not-to-xxx or assert; (yx) any Liens or restrictions on title; or (zy) any licenses license (exclusive or nonexclusive), sublicense, cross-license, assignment or escrow arrangements or covenants not to not-to-xxx identifying patents by number or group; excluding implied licensesassert; and (iii) as of the date of this Agreement, with respect to all Intellectual Property held by OpenTV Seller, Banshee or any of its Subsidiaries Sold Subsidiary under licenselicense or sublicense, other than retail shrink-wrap or generally available desktop licenses, OpenTV Seller, Banshee or the appropriate Sold Subsidiary thereof has, to the knowledge of Seller Parties, has the right to use such Intellectual Property in the manner and subject to limitations on the scope of such use as set forth in such licensesProperty, free from any Lien and not subject to any restrictions, other than as set forth in such license or sublicense agreement. (iv) with respect to certain Intellectual Property rights and agreements referred to on Schedule 2.18 to this Agreement, the Seller Parties make to the Purchasers the representations, warranties and covenants set forth in Schedule 2.18 to this Agreement.

Free Title and Liens. The Seller Parties represent and warrant that OpenTV Company owns exclusively all the Intellectual Property identified and indicated in Sections 2.18(a)(i4.17(a)(i), (ii), (iii) and (iiivi) of the Seller Company Disclosure ScheduleLetter. Except as set forth on Sections 2.18(c)(i)-(iiiin Section 4.17(b)(i)-(iii) of the Seller Company Disclosure ScheduleLetter: (i) as of the date of this Agreement, with respect to the Intellectual Property (other than patents, patent applications, or invention disclosure records) owned by OpenTV and its Subsidiariesthe Company, OpenTV or the appropriate Subsidiary thereof Company has good and valid title thereto free and clear of all Liens Liens, or exclusive licenses or cross-licenses or escrow arrangements, providedor covenants not-to-sue or, however, that Intellectual Property (other than patents, patent applications or invention disclosure records) jointly owned are excepted but any obligations to the Seller's knowledge are set forth on Section 2.18(c)(i) impose or enter into any of the Seller Disclosure Scheduleforxxxing; (ii) with respect to the patents, patent applications and invention disclosure records owned by OpenTV or its Subsidiariesthe Company, OpenTV or the appropriate Subsidiary thereof Company has good and valid title thereto free and clear of (xw) any obligations to license (exclusive or nonexclusive), cross-license or sublicense, escrow or assign, or any obligations to grant a covenant not to xxxcovenant-not-to-sue or assert; (yx) any Liens or restrictions on title; or (zy) any licenses license (exclusive or nonexclusive), sublicense, cross-license, assignment or escrow arrangements or covenants not to xxx identifying patents by number not-to-sue or group; excluding implied licenses; andassert; (iii) as with respect to source cxxx owned or utilized by the Company to produce computer programs, modules or applications, commercially distributed or utilized by customers of the date Company, the source code is devoid of this Agreementany materials provided under an open source license which restricts or otherwise limits the commerical utilization or redistribution of the computer programs, modules or applications; (iv) with respect to all Intellectual Property held by OpenTV the Company under license or any of its Subsidiaries under licensesublicense, other than retail or generally available licenses, OpenTV or the appropriate Subsidiary thereof has, to the knowledge of Seller Parties, Company has the right to use such Intellectual Property in the manner and subject to limitations on the scope of such use as set forth in such licenseslicenses or sublicenses, free from any Lien and not subject to any restrictions, other than as set forth in such license or sublicense agreement.; and (ivv) with respect to certain all Intellectual Property rights and agreements referred to on Schedule 2.18 to this Agreementheld by the Company, the Seller Parties make Company owes no obligation of assignment, license or shop right in any portion of the Intellectual Property to the Purchasers United States government, any State government, or any foreign nation and the representationsCompany has neither accepted nor utilized research support, warranties and covenants set forth including financial or material support, from any public University or State, Federal or foreign governmental agency requiring the assignment, license or shop right in Schedule 2.18 the Intellectual Property, or legally giving rise to this Agreementan assignment, license or shop right.

Free Title and Liens. The Seller Parties represent and warrant that OpenTV Company owns exclusively all the Intellectual Property identified and indicated in Sections 2.18(a)(i4.17(a)(i), (ii), (iii) and (iiivi) of the Seller Company Disclosure ScheduleLetter. Except as set forth on Sections 2.18(c)(i)-(iiiin Section 4.17(b)(i)-(iii) of the Seller Company Disclosure ScheduleLetter: (i) as of the date of this Agreement, with respect to the Intellectual Property (other than patents, patent applications, or invention disclosure records) owned by OpenTV and its Subsidiariesthe Company, OpenTV or the appropriate Subsidiary thereof Company has good and valid title thereto free and clear of all Liens Liens, or exclusive licenses or cross-licenses or escrow arrangements, providedor covenants not-to-sue or, however, that Intellectual Property (other than patents, patent applications or invention disclosure records) jointly owned are excepted but any obligations to the Seller's knowledge are set forth on Section 2.18(c)(i) impose or enter into any of the Seller Disclosure Schedulexxregoing; (ii) with respect to the patents, patent applications and invention disclosure records owned by OpenTV or its Subsidiariesthe Company, OpenTV or the appropriate Subsidiary thereof Company has good and valid title thereto free and clear of (xw) any obligations to license (exclusive or nonexclusive), cross-license or sublicense, escrow or assign, or any obligations to grant a covenant not to xxxcovenant-not-to-sue or assert; (yx) any Liens or restrictions on title; or (zy) any licenses xxy license (exclusive or nonexclusive), sublicense, cross-license, assignment or escrow arrangements or covenants not to xxx identifying patents by number not-to-sue or group; excluding implied licenses; andassert; (iii) as with respect to source code owxxx or utilized by the Company to produce computer programs, modules or applications, commercially distributed or utilized by customers of the date Company, the source code is devoid of this Agreementany materials provided under an open source license which restricts or otherwise limits the commerical utilization or redistribution of the computer programs, modules or applications; (iv) with respect to all Intellectual Property held by OpenTV the Company under license or any of its Subsidiaries under licensesublicense, other than retail or generally available licenses, OpenTV or the appropriate Subsidiary thereof has, to the knowledge of Seller Parties, Company has the right to use such Intellectual Property in the manner and subject to limitations on the scope of such use as set forth in such licenseslicenses or sublicenses, free from any Lien and not subject to any restrictions, other than as set forth in such license or sublicense agreement.; and (ivv) with respect to certain all Intellectual Property rights and agreements referred to on Schedule 2.18 to this Agreementheld by the Company, the Seller Parties make Company owes no obligation of assignment, license or shop right in any portion of the Intellectual Property to the Purchasers United States government, any State government, or any foreign nation and the representationsCompany has neither accepted nor utilized research support, warranties and covenants set forth including financial or material support, from any public University or State, Federal or foreign governmental agency requiring the assignment, license or shop right in Schedule 2.18 the Intellectual Property, or legally giving rise to this Agreementan assignment, license or shop right.