Common use of Intellectual Property and Data Privacy Clause in Contracts

Intellectual Property and Data Privacy. (a) Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, (i) each of Ardagh and its Affiliates (including each of the AMP Entities) takes and has taken commercially reasonable actions to maintain and protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and (ii) no such Trade Secret has been authorized to be disclosed or, to the Knowledge of Ardagh, has been actually disclosed by Ardagh or any of its Affiliates (including any of the AMP Entities) to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use thereof. (b) Section 4.14(b) of the Ardagh Disclosure Schedule sets forth a list of all Registered Owned Intellectual Property as of the date hereof, after deeming the Pre-Closing Restructuring to be completed. For each item of such Intellectual Property, Section 4.14(b) of the Ardagh Disclosure Schedule includes, where applicable: (i) the current record owner; (ii) the jurisdiction where the application, registration or issuance is filed, registered or issued, respectively; (iii) the application, registration or issue number; and (iv) the application, registration or issue date. (c) Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, none of the Registered Owned Intellectual Property set forth or required to be set forth on Section 4.14(b) of the Ardagh Disclosure Schedule has lapsed, expired or been cancelled, abandoned or otherwise terminated and, to the Knowledge of Ardagh, all Registered Owned Intellectual Property is otherwise in full force and effect, valid and enforceable. Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, (i) an AMP Entity is the sole and exclusive owner of each item of Owned Intellectual Property (including the Registered Owned Intellectual Property set forth or required to be set forth on Section 4.14(b) of the Ardagh Disclosure Schedule) and (ii) all Intellectual Property licensed to the AMP Business (the “Licensed Business Intellectual Property”) is licensed to Ardagh, one of its Affiliates or an AMP Entity pursuant to a Contract, in each case of (i) and (ii), free and clear of all Encumbrances (other than Permitted Encumbrances). Immediately following the Pre-Closing Restructuring, except as would not be material to the AMP Business or the AMP Entities, taken as a whole, each of the AMP Entities will have continuing rights to use all Licensed Business Intellectual Property pursuant to Contracts free and clear of all Encumbrances (other than Permitted Encumbrances). Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, neither Ardagh nor any of its Affiliates (other than the AMP Entities) owns any Intellectual Property exclusively used or exclusively held for use in the AMP Business. (d) Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, none of the conduct or operation of the AMP Business or any of the AMP Entities infringes, misappropriates, dilutes or otherwise violates, or has, in the past six (6) years (with respect to Patents) or in the past three (3) years (with respect to any other Intellectual Property), infringed, misappropriated, diluted or otherwise violated, any Copyrights or Trade Secrets of any other Person or, to the Knowledge of Ardagh, any other Intellectual Property of any other Person. There is no Action initiated by any other Person pending or, to the Knowledge of Ardagh, threatened against Ardagh or any of its Affiliates (including any of the AMP Entities) (i) alleging that the AMP Business or any of the AMP Entities infringes, misappropriates, dilutes or otherwise violates, or has infringed, misappropriated, diluted or otherwise violated, any Intellectual Property of any other Person, or (ii) challenging any of Ardagh’s or any of its Affiliates’ (including any of the AMP Entities’) rights in or to any of the Owned Intellectual Property or Licensed Business Intellectual Property, or the validity or enforceability of any Owned Intellectual Property; provided, that any Action that has been initiated but with respect to which process or other comparable notice has not been served on or delivered to Ardagh or any of its Affiliates (including any AMP Entity) shall be deemed to be “threatened” rather than “pending” for the purpose of this sentence. To the Knowledge of Ardagh, except as would not be material to the AMP Business or the AMP Entities, taken as a whole, no Person is engaging or has engaged in the past three (3) years, in any activity that infringes, misappropriates, dilutes or otherwise violates, any Owned Intellectual Property. (e) Except as would not be material to the AMP Business, taken as a whole, (i) Ardagh and each of its Affiliates (including each of the AMP Entities) have executed written Contracts with each of their respective former and current employees, consultants and independent contractors who have contributed to the development of any Intellectual Property, pursuant to which each such Person has assigned to Ardagh, such AMP Entity or such other Affiliate, as applicable, all of such Person’s rights, title and interest in and to all such Intellectual Property, in each case, as required to effectuate an assignment of such Intellectual Property under applicable Law and to the extent that ownership of such Intellectual Property did not vest automatically in Ardagh, such AMP Entity or such other Affiliate under applicable Law and (ii) to the Knowledge of Ardagh, no party thereto is in default or breach of any such Contract. (f) Except as would not be material to the AMP Business, taken as a whole, (i) each of Ardagh and its Affiliates (solely with respect to the AMP Business) and each of the AMP Entities takes, and has taken in the past three (3) years, commercially reasonable steps to maintain and protect the performance, confidentiality, integrity and security of the Business Information Technology (and all software, information and data stored or contained therein or transmitted thereby), (ii) to the Knowledge of Ardagh, all Business Information Technology (A) performs in conformance with its documentation, (B) is free from any software defect and (C) does not contain any virus, software routine or hardware component designed to permit unauthorized access, (iii) to the Knowledge of Ardagh, there have been no security breaches or unauthorized use, access or intrusions of any Business Information Technology (or any software, information or data stored or contained therein or transmitted thereby), and (iv) there have been no outages of any Business Information Technology. (g) Except as would not be material to the AMP Business, taken as a whole, each of the AMP Entities and, with respect to the AMP Business, Ardagh and each of its other Affiliates, and, to the Knowledge of Ardagh, any Person acting for or on behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, (i) complies, and has for the past three (3) years complied, with (A) all applicable Privacy Laws, (B) all of the policies and notices of each of the AMP Entities and, with respect to the AMP Business, Ardagh and each of its other Affiliates, regarding Personal Information, and (C) all of the contractual obligations of each of the AMP Entities and, with respect to the AMP Business, Ardagh and each of its other Affiliates, with respect to Personal Information, (ii) has implemented and, for the past three (3) years, maintained commercially reasonable (A) policies, procedures and systems for receiving and appropriately responding to requests from individuals concerning their Personal Information, and (B) technical and organizational safeguards to protect Personal Information and other confidential data in the possession or under the control of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction or disclosure, and (iii) has taken reasonable steps, including by entering into contractual provisions as required by applicable Law, to ensure that any third party with access to Personal Information collected by or on behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, has implemented and maintained the same. (h) To the Knowledge of Ardagh, except as would not be material to the AMP Business, taken as a whole, as of the date of this Agreement, there have been no breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal Information in the possession or control of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, or collected, used or processed by or on behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates. None of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, has provided or been legally required to provide any notices to any Person in connection with a disclosure of any Personal Information. None of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, has received any written notice of any Action, investigation or inquiry initiated by any other Person pending or, to the Knowledge of Ardagh, threatened in writing (including notice from third parties acting on the behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its Affiliates) related to the violation of any Privacy Laws, applicable privacy policies, or contractual commitments with respect to any Personal Information. To the Knowledge of Ardagh, except as would not be material to the AMP Business, taken as a whole, as of the date of this Agreement, there are no facts or circumstances that would reasonably form the basis of any such notice or claim.

Intellectual Property and Data Privacy. (a) Except as would not Section 3.21(a) of the Company Disclosure Schedule contains a complete and accurate list of all registered and applied for Owned Intellectual Property and all Software owned or purported to be material to owned by any member of the AMP Business or the AMP Entities, taken as a whole, Company Group. (i) each of Ardagh and its Affiliates (including each of the AMP Entities) takes and has taken commercially reasonable actions to maintain and protect the confidentiality of all Trade Secrets included in the All Owned Intellectual Property currently used in the Business is valid, subsisting, and enforceable and (ii) no such Trade Secret has been authorized to be disclosed or, to the Knowledge of Ardagh, has been actually disclosed by Ardagh or any of its Affiliates (including any of the AMP Entities) to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use thereof. (b) Section 4.14(b) of the Ardagh Disclosure Schedule sets forth a list of all Registered Owned Intellectual Property as that is material to the Business has been abandoned, canceled or adjudicated invalid (excepting any expirations in the ordinary course of the date hereofbusiness consistent with past practice), after deeming the Pre-Closing Restructuring or is subject to be completed. For each item of such Intellectual Propertyany outstanding order, Section 4.14(b) of the Ardagh Disclosure Schedule includes, where applicable: (i) the current record owner; (ii) the jurisdiction where the application, registration judgment or issuance is filed, registered or issued, respectively; (iii) the application, registration or issue number; and (iv) the application, registration or issue datedecree restricting its use. (c) Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, none Each member of the Registered Owned Intellectual Property set forth or required to be set forth on Section 4.14(b) of the Ardagh Disclosure Schedule has lapsedCompany Group owns all right, expired or been cancelledtitle and interest in and to, abandoned or otherwise terminated andpossess valid licenses or other rights to use, to the Knowledge of Ardagh, all Registered Owned Intellectual Property is otherwise in full force and effect, valid and enforceable. Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, (i) an AMP Entity is the sole and exclusive owner of each item of Owned Intellectual Property (including the Registered Owned Intellectual Property set forth or required to be set forth on Section 4.14(b) of the Ardagh Disclosure Schedule) and (ii) all Intellectual Property licensed to Rights used in operation of the AMP Business (the “Licensed Business Intellectual Property”) is licensed to Ardagh, one of its Affiliates or an AMP Entity pursuant to a Contract, in each case of (i) and (ii)as presently conducted, free and clear of all Encumbrances Liens (other than Permitted EncumbrancesLiens). Immediately following The consummation of the Pre-Closing RestructuringTransactions will not alter or impair the ownership or right of any member of the Company Group to use any such Intellectual Property Rights or any component thereof, except as in a manner that would not be, and would not reasonably be expected to be, material to the AMP Business or the AMP Entities, Company Group taken as a whole, each of the AMP Entities will have continuing rights to use all Licensed Business Intellectual Property pursuant to Contracts free and clear of all Encumbrances (other than Permitted Encumbrances). Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, neither Ardagh nor any of its Affiliates (other than the AMP Entities) owns any Intellectual Property exclusively used or exclusively held for use in the AMP Business. (d) Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, none of the conduct or The operation of the AMP Business or any of each member of the AMP Entities infringesCompany Group currently used to conduct the Business does not infringe upon, misappropriatesmisappropriate, dilutes dilute, or otherwise violates, or has, in the past six (6) years (with respect to Patents) or in the past three (3) years (with respect to violate any other Intellectual Property), infringed, misappropriated, diluted or otherwise violated, any Copyrights or Trade Secrets Property Rights of any other Person or, to the Knowledge of Ardagh, any other Intellectual Property of any other Personthird party. There is are no Action initiated by any other Person unresolved pending or, to the Knowledge of Ardaghthe Company, threatened against Ardagh actions or claims that allege that any of its Affiliates (including any member of the AMP Entities) (i) alleging that the AMP Business or any of the AMP Entities infringes, misappropriates, dilutes or otherwise violates, or Company Group has infringed, misappropriated, diluted or otherwise violated, any violated the Intellectual Property Rights of any other Personthird party, or (ii) challenging any of Ardagh’s or any of its Affiliates’ (including any of the AMP Entities’) rights in or to that any of the Owned Intellectual Property is invalid, unenforceable, not owned or Licensed Business not owned exclusively by such member of the Company Group, and no member of the Company Group has received any written notice alleging that it has violated any third party Intellectual PropertyProperty Rights. Except as set forth on Schedule 3.21(d) of the Company Disclosure Schedule, or the validity or enforceability of any Owned Intellectual Property; provided, that any Action that has been initiated but with respect to which process or other comparable notice has not been served on or delivered to Ardagh or any of its Affiliates (including any AMP Entity) shall be deemed to be “threatened” rather than “pending” for the purpose of this sentence. To the Knowledge of Ardagh, except as would not be material to the AMP Business or the AMP Entities, taken as a wholeCompany, no Person third party is engaging or has engaged in the past three (3) yearsinfringing, in any activity that infringes, misappropriates, dilutes misappropriating or otherwise violates, diluting or violating rights in any Owned Intellectual Property. (e) Except No Owned Intellectual Property is subject to any outstanding court order or decree against any member of the Company Group. (f) Each member of the Company Group has maintained commercially reasonable practices to protect the confidentiality of the material trade secrets of the Company Group and have required all employees and other Persons with access to any member of the Company Group’s trade secrets to execute contracts requiring them to maintain the confidentiality of such information, except as would not reasonably be expected to be material to the AMP Business, Company Group taken as a whole, . (ig) Ardagh All current and each of its Affiliates (including each former employees of the AMP Entities) have executed written Contracts with each of their respective former and current employees, consultants and independent contractors Company Group who have contributed to the development of any Owned Intellectual Property, pursuant Property have executed contracts that presently assign to which each such Person has assigned to Ardagh, such AMP Entity or such other Affiliate, as applicable, the applicable member of the Company Group all of such Person’s rightsrespective Intellectual Property Rights, title and interest in and to all such Intellectual Property, in each case, as required to effectuate an or a similar assignment of such Intellectual Property under applicable Law and rights has occurred by operation of law, except where the effects to the extent that ownership of such Intellectual Property did Company are not vest automatically in Ardagh, such AMP Entity or such other Affiliate under applicable Law and (ii) greater than de minimis to the Knowledge of Ardagh, no party thereto is in default or breach of any such Contract. (f) Except as would not be material to Parent and the AMP BusinessCompany Group, taken as a whole, . (ih) The IT Systems of each of Ardagh and its Affiliates (solely with respect to the AMP Business) and each member of the AMP Entities takesCompany Group are adequate in all material respects for the current requirements of and use in the Business. Except as set forth on Section 3.21(h) of the Company Disclosure Schedule, and no member of the Company Group has taken in the past three (3) yearsyears experienced a failure, virus, bug, breakdown of, material substandard performance or breach of any part of the IT Systems of the Company Group which has caused material disruption or interruption to its use by such member of the Company Group or such member of the Company Group’s customers. The Company Group has taken commercially reasonable steps to maintain provide for the backup and recovery of data and information, have commercially reasonable disaster recovery plans, procedures and facilities, and, as applicable, has taken commercially reasonable steps to implement such plans and procedures. The IT Systems of the Company Group do not contain any Malicious Code designed to permit (i) unauthorized access to a computer or network of a member of the Company Group, or (ii) unauthorized disablement or erasure of software, hardware or data of a member of the Company Group. Each member of the Company Group has implemented commercially reasonable technical, administrative, and physical measures designed to protect the performance, confidentiality, integrity and security of the Business Information Technology (computer systems of the Company Group and all software, information and the data stored thereon from unauthorized use, access, or contained therein or transmitted thereby), modification by unauthorized third parties. (iii) to To the Knowledge of Ardaghthe Company, all Business Information Technology (A) performs in conformance the Software owned by each member of the Company Group is not distributed with its documentation, (B) is free from any software defect that is licensed pursuant to an “open source” or other third party license agreement that, as such Software is used by the applicable member of Company Group, requires the disclosure or licensing of any source code owned by any member of the Company Group. (j) All IT Systems owned or controlled or operated by any member of the Company Group for the benefit of its customers (collectively, the “Hosting Computer Systems”) are in good working order and condition in all material respects. The applicable member of the Company Group lawfully owns, leases or licenses all Hosting Computer Systems that are used in the operations of the Business as of the date of this Agreement. Each member of the Company Group maintains commercially reasonable administrative, physical and technical security controls for the Hosting Computer Systems that are designed to safeguard the Hosting Computer Systems against the risk of business disruption arising from attacks (C) does not contain any including virus, software routine exploit and denial-of-service attacks), unauthorized activities of any employee or hardware component designed to permit unauthorized accesscontractor of any member of the Company Group, (iii) to hackers or any other Person. To the Knowledge of Ardaghthe Company, there have been no security breaches or unauthorized use, access or intrusions member of the Company Group is in breach of any Business Information Technology (of its contracts or any software, information or data stored or contained therein or transmitted thereby), and (iv) there have been no outages licenses relating to Hosting Computer Systems. No member of the Company Group is subject to an audit of any Business Information Technologykind in connection with any license or other contracts pursuant to which such member of the Company Group holds rights to any third party Software, nor has received any notice of intent to conduct any such audit. Each member of the Company Group implements commercially reasonable measures designed to prevent the introduction of Malicious Code into the Hosting Computer Systems. (gk) Except as would The use of the Personal Information by each member of the Company Group in connection with the Business does not infringe or violate the rights of any person or otherwise violate any applicable Law in any material respect. Each member of the Company Group has collected, stored and processed Personal Information from distributors, resellers, partners or customers in accordance with applicable Privacy and Security Law and such Personal Information can be material to used by the AMP BusinessParent after the Closing in the manner presently used by, taken as and in a wholemanner consistent with the past practices of, each member of the AMP Entities and, with respect to the AMP Business, Ardagh and each of its other Affiliates, and, to the Knowledge of Ardagh, any Person acting for or on behalf of any Company Group. (l) Each member of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, (i) Company Group complies, and has for in the past three (3) years compliedcomplied with in all material respects, with (Ai) all applicable Privacy and Security Laws, (Bii) all of the policies applicable Privacy Policies, and notices of (iii) its contractual obligations, in each of the AMP Entities andcase, with respect to the AMP BusinessProcessing of Personal Information (collectively, Ardagh “Privacy Commitments”). Personal Information is Processed by the Company Group in material compliance with applicable Privacy Commitments. Where required by applicable Privacy and Security Law, each member of its other Affiliates, regarding the Company Group has presented or otherwise made available a Privacy Policy to individuals prior to the collection of any Personal Information, and all such applicable Privacy Policies are and have been accurate and not misleading or deceptive (C) all of the contractual obligations of each of the AMP Entities and, with respect to the AMP Business, Ardagh and each of its other Affiliates, with respect to Personal Information, (ii) has implemented and, for the past three (3) years, maintained commercially reasonable (A) policies, procedures and systems for receiving and appropriately responding to requests from individuals concerning their Personal Information, and (B) technical and organizational safeguards to protect Personal Information and other confidential data in the possession or under the control of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction or disclosure, and (iii) has taken reasonable steps, including by entering into contractual provisions as required by applicable Law, to ensure that any third party with access omission). With respect to Personal Information collected by or on behalf of any the Company Group, the execution, delivery and performance of this Agreement and the consummation of the AMP Entities ortransactions contemplated hereby do not and will not violate any Privacy Commitments or require the consent of any person concerning such person’s Personal Information. Where required by applicable Privacy and Security Laws, each member of the Company Group has entered into contracts with respect to the AMP Business, Ardagh or any all Data Partners which materially comply with applicable Privacy and Security Laws. (i) Each member of its other Affiliates, Company Group has implemented and maintained commercially reasonable security measures, including a written and comprehensive information security program, designed to: (A) protect and maintain the same. (h) To the Knowledge of Ardagh, except as would not be material to the AMP Business, taken as a whole, as of the date of this Agreement, there have been no breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal Information in the their possession or control and to protect such Personal Information against any Security Breach; and (B) identify and address risks relating to Personal Information in their possession or control. (ii) Except as set forth on Section 3.21(m)(ii) of the Company Disclosure Schedule, each member of the Company Group has not (A) experienced any material Security Breach, (B) been required pursuant to any applicable Privacy and Security Law to notify any customer, consumer, employee, Governmental Body, or other Person of any Security Breach, (C) to the Knowledge of the AMP Entities orCompany, been the subject of any inquiry, investigation or enforcement action of any Governmental Body with respect to the AMP Business, Ardagh or compliance with any of its other AffiliatesPrivacy and Security Law, or collected(D) received any written notice, used request, claim, complaint, correspondence or processed other written communication from any Governmental Body or other Person relating to any Security Breach or violation of any Privacy and Security Laws. Except as set forth on Section 3.21(m)(ii) of the Company Disclosure Schedule, to the Knowledge of the Company, no Data Partner of the Company Group has experienced any material Security Breach affecting Personal Information collected by or on behalf of the Company Group. Neither any member of the AMP Entities or, with respect to Company Group nor any third party acting at the AMP Business, Ardagh direction or authorization of any of its other Affiliates. None member of the AMP Entities or, with respect to the AMP Business, Ardagh or Company Group has paid any of its other Affiliates, has provided or been legally required to provide any notices to any Person in connection with a disclosure perpetrator of any Personal Information. None of the AMP Entities oractual or threatened Security Breach or cyberattack, with respect to the AMP Business, Ardagh including a ransomware attack or any of its other Affiliates, has received any written notice of any Action, investigation or inquiry initiated by any other Person pending or, to the Knowledge of Ardagh, threatened in writing (including notice from third parties acting on the behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its Affiliates) related to the violation of any Privacy Laws, applicable privacy policies, or contractual commitments with respect to any Personal Information. To the Knowledge of Ardagh, except as would not be material to the AMP Business, taken as a whole, as of the date of this Agreement, there are no facts or circumstances that would reasonably form the basis of any such notice or claimdenial-of-service attack.

Intellectual Property and Data Privacy. (a) Except Set forth in Section 4.18(a) of the Company Disclosure Schedule is a true, correct and complete list, as of the date hereof, of all Company Registered IP, including for each item of Company Registered IP, the title, application number, filing date, jurisdiction, registration, issuance or grant date, and registration, issuance or grant number. All material Company Registered IP (other than Patent applications, applications to register Marks or Copyrights, or any other material Company Registered IP, in each case, which the Company Entities have abandoned, cancelled or allowed to lapse in their reasonable business judgment) is subsisting and in full force and effect and, to the knowledge of Sellers, is not invalid or unenforceable. With respect to each item of material Company Registered IP, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes due on or prior to the date hereof have been timely paid in full (and any such amounts due on or prior to the Closing Date will be timely paid in full), and all necessary documents (including responses to office actions) and certificates have been timely filed for the purposes of maintaining such material Company Registered IP, in each case in accordance with Applicable Law and to avoid loss or abandonment thereof. The Company Entities have met their obligations to disclose all facts, information or circumstances, including any facts or information that would not constitute prior art, that would preclude the issuance of or otherwise affect any pending applications for any material Company Registered IP or the Company Entities’ rights thereto. No Mark (whether registered or unregistered) included in the Company-Owned Intellectual Property Rights or exclusively licensed to any Company Entity that is, in each case, material to the business of the Company Entities conflicts or interferes with any Mark (whether registered or unregistered) owned or applied for by any other Person, and the Company Entities have taken commercially reasonable steps to police the use of each of the material Marks owned by any Company Entity (“Material Marks”) or exclusively licensed to any Company Entity (“Exclusively Licensed Marks”), in each jurisdiction where the Material Marks or Exclusively Licensed Marks have been used in connection with any material Company Products. No Company-Owned Intellectual Property Rights and, to the knowledge of Sellers, no material Company Intellectual Property Rights licensed to any Company Entity, in each case, are subject to any outstanding order, judgment, ruling, stipulation or compulsory or confirmatory licensing terms entered or imposed by any court or any administrative or arbitration tribunal (i) that restricts or limits in any manner the use, practice, exploitation, assignability, transfer, or licensing thereof by any Company Entity or (ii) which restricts or limits the ownership, use or practice, right to use or practice, right to register, registration, priority, duration, validity or enforceability of such Company Intellectual Property Rights, in the case of each of clauses (i) and (ii), in a manner that would reasonably expected to be material to the AMP Business or the AMP Company Entities, taken as a whole, (i) each of Ardagh and its Affiliates (including each of the AMP Entities) takes and has taken commercially reasonable actions to maintain and protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and (ii) no such Trade Secret has been authorized to be disclosed or, to the Knowledge of Ardagh, has been actually disclosed by Ardagh or any of its Affiliates (including any of the AMP Entities) to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use thereof. (b) Section 4.14(b) One or more of the Ardagh Disclosure Schedule sets forth a list Company Entities owns, and, to the Actual Knowledge of all Registered Sellers, solely and exclusively owns (other than with respect to joint ownership rights of Governmental Authorities, universities, colleges, research institutions or other educational institutions), each item of material Company-Owned Intellectual Property as Rights free and clear of all Liens (other than Permitted Liens). A Company Entity has the date hereofright to bring a claim or suit (and to recover any damages, after deeming the Preroyalties, costs or other recoverable amounts) against any other person for past, present or future infringement of any Company-Closing Restructuring to be completed. For each item of such Owned Intellectual Property, Section 4.14(b) of the Ardagh Disclosure Schedule includes, where applicable: (i) the current record owner; (ii) the jurisdiction where the application, registration or issuance is filed, registered or issued, respectively; (iii) the application, registration or issue number; and (iv) the application, registration or issue dateProperty Rights. (c) Except as would not be material to the AMP Business or the AMP Company Entities, taken as a whole, none the Company Entities’ development, sale, advertising, marketing, servicing, distribution or other commercial exploitation of the Registered Company Products, and the conduct and operation of the business of the Company Entities, (i) have not since January 1, 2020 infringed upon (directly, contributorily, by inducement or otherwise), misappropriated, diluted (solely with respect to Marks) or violated, and do not infringe upon (directly, contributorily, by inducement or otherwise), misappropriate, dilute (solely with respect to Marks) or violate, any Intellectual Property Rights of any third party, provided that, with respect to Patents, the foregoing representation and warranty is made only to the knowledge of Sellers, and (ii) do not constitute and have not since January 1, 2020 constituted unfair competition or unfair trade practices under Applicable Law. (A) No Action is pending, or, to the knowledge of Sellers, has been threatened, against any Company Entity in writing since January 1, 2020, that (1) challenges the ownership, use or practice, right to use or practice, right to register, registration, priority, duration, validity or enforceability of any material Company-Owned Intellectual Property set forth Rights or required to be set forth on Section 4.14(b(2) of the Ardagh Disclosure Schedule alleges that any Company Entity has lapsedinfringed, expired or been cancelled, abandoned misappropriated or otherwise terminated andviolated any Intellectual Property Right of any Person in any material respect or engaged in any material respect in unfair competition or unfair trade practices under Applicable Law (in each case (1) and (2), other than proceedings before any Governmental Authority in the ordinary course of prosecuting or maintaining Registered IP), (B) no material Company Registered IP is the subject of any material litigation, interference, derivation, post-grant, reissue, reexamination, opposition, cancellation or similar Action and no such Action is or, to the Knowledge knowledge of ArdaghSellers, all has been threatened in writing with respect to any of the material Company Registered Owned Intellectual Property IP (other than proceedings before any Governmental Authority in the ordinary course of prosecuting or maintaining Registered IP), and (C) to the knowledge of Sellers, there is otherwise no substantial basis for any such claim in full force (A) or (B). No Company Entity has received any written notice since January 1, 2020 asserting that such infringement, misappropriation or violation has occurred. Since January 1, 2020, no Company Entity has received any written request or invitation to take a license under any Patents owned by a third party that could reasonably be construed as a notice of infringement and effectthat would be material to the Company Entities, valid and enforceabletaken as a whole. Except as would not be material to the AMP Business or the AMP Company Entities, taken as a whole, (i) an AMP Entity is the sole and exclusive owner of each item of Company-Owned Intellectual Property (including the Registered Owned Rights together with any Intellectual Property set forth or required to be set forth on Section 4.14(b) of the Ardagh Disclosure Schedule) and (ii) all Intellectual Property Rights licensed to the AMP Business (Company Entities constitute all of the “Licensed Business Intellectual Property”) is licensed to ArdaghProperty Rights necessary for, one or otherwise used in, the conduct of its Affiliates the business of the Company Entities. Since January 1, 2020, no Company Entity has received any opinion of counsel that any Company Product or an AMP Entity pursuant to the operation of the business of the Company Entities as previously since January 1, 2020 or currently conducted by the Company Entities, infringes or misappropriates or uses or discloses without authorization any Intellectual Property Rights in a Contract, in each case of (i) and (ii), free and clear of all Encumbrances (other than Permitted Encumbrances). Immediately following the Pre-Closing Restructuring, except as manner that would not be material to the AMP Business or the AMP Company Entities, taken as a whole, each . (d) The Company Entities have taken commercially reasonable steps to protect their respective rights to all material Company-Owned Intellectual Property Rights and to maintain the confidentiality of all material Trade Secrets and other confidential information of the AMP Company Entities will have continuing rights with respect to use all Licensed Business which any Company Entity owes an obligation of confidentiality to a third party. No material Trade Secret included in the Company-Owned Intellectual Property pursuant Rights has been disclosed by any Company Entity, or, to Contracts free and clear the knowledge of all Encumbrances (Sellers, by any third party, other than Permitted Encumbrancesto employees, contractors, consultants, representatives and agents of any Company Entity or other Persons, in each case, who have executed written agreements with confidentiality provisions that reasonably protect such Trade Secret against unauthorized disclosure and use or who otherwise have an equivalent professional duty to protect such Trade Secret against unauthorized disclosure and use. No Company Entity has received any written notice from any Person that there has been an unauthorized use or disclosure of any material Trade Secret of any Company Entity. (e) No material source code owned by any Company Entity and used in any Company Products (collectively the “Company Source Code”) has been licensed, distributed, made available or otherwise provided by any Company Entity to any Person (including to any Governmental Authority), except for disclosure: (i) to employees, contractors, consultants, representatives and agents of any Company Entity on a need to know basis who (A) are bound by written agreements with confidentiality provisions that reasonably protect such Company Source Code against unauthorized disclosure and use or (B) otherwise have a duty to protect such Company Source Code against unauthorized disclosure or use; (ii) to a Governmental Authority as necessary under the Nuclear Laws to support the Company Entities’ business where such disclosure is made subject to applicable protections for proprietary information, including the U.S. Freedom of Information Act, 5 U.S.C. § 552, the NRC’s regulations in 10 C.F.R. § 2.390, and similar Applicable Law or (iii) to escrow agents under source code escrow agreements with such escrow agents that include reasonable non-disclosure provisions. Except as No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would require the delivery, license or other disclosure of any Company Source Code to any third party. Without limiting the foregoing, no condition has occurred that would be sufficient to entitle any beneficiary under any source code escrow arrangement under which any Company Entity has deposited any such Company Source Code to require release of such Company Source Code from such escrow. To the Actual Knowledge of Sellers, the consummation of the transactions contemplated hereby will not satisfy any condition of release of Company Source Code from escrow, where such release of Company Source Code would be material to the AMP Business or the AMP Company Entities, taken as a whole, neither Ardagh nor any of its Affiliates (other than the AMP Entities) owns any Intellectual Property exclusively used or exclusively held for use in the AMP Business. (d) Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, none of the conduct or operation of the AMP Business or any of the AMP Entities infringes, misappropriates, dilutes or otherwise violates, or has, in the past six (6) years (with respect to Patents) or in the past three (3) years (with respect to any other Intellectual Property), infringed, misappropriated, diluted or otherwise violated, any Copyrights or Trade Secrets of any other Person or, to the Knowledge of Ardagh, any other Intellectual Property of any other Person. There is no Action initiated by any other Person pending or, to the Knowledge of Ardagh, threatened against Ardagh or any of its Affiliates (including any of the AMP Entities) (i) alleging that the AMP Business or any of the AMP Entities infringes, misappropriates, dilutes or otherwise violates, or has infringed, misappropriated, diluted or otherwise violated, any Intellectual Property of any other Person, or (ii) challenging any of Ardagh’s or any of its Affiliates’ (including any of the AMP Entities’) rights in or to any of the Owned Intellectual Property or Licensed Business Intellectual Property, or the validity or enforceability of any Owned Intellectual Property; provided, that any Action that has been initiated but with respect to which process or other comparable notice has not been served on or delivered to Ardagh or any of its Affiliates (including any AMP Entity) shall be deemed to be “threatened” rather than “pending” for the purpose of this sentence. To the Knowledge of Ardagh, except as would not be material to the AMP Business or the AMP Entities, taken as a whole, no Person is engaging or has engaged in the past three (3) years, in any activity that infringes, misappropriates, dilutes or otherwise violates, any Owned Intellectual Property. (e) Except as would not be material to the AMP Business, taken as a whole, (i) Ardagh and each of its Affiliates (including each of the AMP Entities) have executed written Contracts with each of their respective former and current employees, consultants and independent contractors who have contributed to the development of any Intellectual Property, pursuant to which each such Person has assigned to Ardagh, such AMP Entity or such other Affiliate, as applicable, all of such Person’s rights, title and interest in and to all such Intellectual Property, in each case, as required to effectuate an assignment of such Intellectual Property under applicable Law and to the extent that ownership of such Intellectual Property did not vest automatically in Ardagh, such AMP Entity or such other Affiliate under applicable Law and (ii) to the Knowledge of Ardagh, no party thereto is in default or breach of any such Contract. (f) Except as would not be material to the AMP BusinessCompany Entities, taken as a whole, (i) each of Ardagh and its Affiliates (solely with respect to the AMP Business) and each of the AMP Company Entities takes, and has have taken in the past three (3) years, commercially reasonable steps to maintain and protect the performance, confidentiality, integrity integrity, redundancy, continuous operation and security of the Business Information Technology Company IT Systems. Since January 1, 2020, there have not been (i) any material unauthorized intrusions or breaches of the security of the Company IT Systems owned or controlled by the Company Entities, (ii) any material malfunctions of the Company IT Systems owned or controlled by the Company Entities, or (iii) any material unplanned downtime or service interruption with respect to the Company IT Systems owned or controlled by the Company Entities, and all softwareto the knowledge of Sellers, information and data stored or contained therein or transmitted therebysince January 1, 2020, none of the foregoing in clause (i), (ii) or (iii) has occurred with respect to any Company IT Systems owned and controlled by any third party in a manner that would be material to the Knowledge of ArdaghCompany Entities, taken as a whole. Without limiting the foregoing, the Company Entities have taken commercially reasonable steps and have implemented commercially reasonable procedures designed to protect the Company IT Systems (including software and data stored thereon) from Contaminants. As used herein, “Contaminants” means all Business Information Technology “back doors,” “time bombs,” “Trojan horses,” “worms,” “drop dead devices,” “viruses” and other software routines and hardware components that may or may be used to (A) performs in conformance with its documentationpermit unauthorized access to or unauthorized disablement or erasure of any software, data or information technology system or (B) is free from any software defect and (C) does not contain any virusotherwise interrupt, software routine destroy or hardware component designed to permit unauthorized access, (iii) to otherwise materially adversely affect the Knowledge of Ardagh, there have been no security breaches functionality or unauthorized use, access or intrusions operation of any Business Information Technology (Company Product in an unauthorized manner. For all material software used by the Company Entities in providing services, or in developing or making available any of the Company Products, the Company Entities have taken commercially reasonable steps to implement appropriate material security patches or appropriate material upgrades that are generally available for that software, information or data stored or contained therein or transmitted thereby), and (iv) there have been no outages of any Business Information Technology. (g) . Except as would not be material to the AMP BusinessCompany Entities, taken as a whole, each of the AMP Entities and, all Company Source Code is maintained in a source code management system with respect to the AMP Business, Ardagh and each of its other Affiliates, and, to the Knowledge of Ardagh, any Person acting for or on behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, (i) complies, and has for the past three (3) years complied, with (A) all applicable Privacy Laws, (B) all of the policies and notices of each of the AMP Entities and, with respect to the AMP Business, Ardagh and each of its other Affiliates, regarding Personal Information, and (C) all of the contractual obligations of each of the AMP Entities and, with respect to the AMP Business, Ardagh and each of its other Affiliates, with respect to Personal Information, (ii) has implemented and, for the past three (3) years, maintained commercially reasonable (A) policiesrevision history, management, tracking and security measures and safeguards. The Company Entities have commercially reasonable disaster recovery plans, procedures and systems for receiving and appropriately responding to requests from individuals concerning their Personal Information, and (B) technical and organizational safeguards to protect Personal Information and other confidential data in the possession or under the control of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction or disclosure, and (iii) has taken reasonable steps, including by entering into contractual provisions as required by applicable Law, to ensure that any third party with access to Personal Information collected by or on behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, has implemented and maintained the samefacilities. (h) To the Knowledge of Ardagh, except as would not be material to the AMP Business, taken as a whole, as of the date of this Agreement, there have been no breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal Information in the possession or control of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, or collected, used or processed by or on behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates. None of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, has provided or been legally required to provide any notices to any Person in connection with a disclosure of any Personal Information. None of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, has received any written notice of any Action, investigation or inquiry initiated by any other Person pending or, to the Knowledge of Ardagh, threatened in writing (including notice from third parties acting on the behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its Affiliates) related to the violation of any Privacy Laws, applicable privacy policies, or contractual commitments with respect to any Personal Information. To the Knowledge of Ardagh, except as would not be material to the AMP Business, taken as a whole, as of the date of this Agreement, there are no facts or circumstances that would reasonably form the basis of any such notice or claim.

Intellectual Property and Data Privacy. (a) Except as would not be material to the AMP Business or the AMP Entities, taken as Schedule 3.13(a) sets forth a whole, (i) each of Ardagh true and its Affiliates (including each of the AMP Entities) takes and has taken commercially reasonable actions to maintain and protect the confidentiality complete list of all Trade Secrets included in the Owned Intellectual Property that is registered, filed or issued under the authority of any Governmental Body or with any domain name registrar, and all applications for Intellectual Property, in each case that is owned (iior purported to be owned) no by the Company or one or more of its Subsidiaries (collectively, the "Scheduled Intellectual Property") and including in each case (other than with respect to domain names), as applicable, the owner of record, jurisdiction in which each such Trade Secret item has been authorized issued or filed, registration number and application number, and, with respect to each domain name, the registrar and registrant. There are no actions that must be disclosed or, to taken by the Knowledge of Ardagh, has been actually disclosed by Ardagh Company or any of its Affiliates (Subsidiaries within 90 days after the date of this Agreement, including the payment of any registration, maintenance or renewal fees or the filing with any Governmental Body of any responses, office actions, documents, applications or certificates, for the purposes of obtaining, maintaining, perfecting, preserving or renewing any Scheduled Intellectual Property. All Scheduled Intellectual Property is subsisting and, to the knowledge of the AMP Entities) to any Person other than pursuant to a written confidentiality Contract restricting the disclosure Company, valid and use thereofenforceable. (b) Section 4.14(b) The Company or one or more of its Subsidiaries solely and exclusively owns all right, title and interest in and to the Ardagh Disclosure Schedule sets forth a list of all Registered Owned Intellectual Property and, together with the rights granted to the Company and its Subsidiaries in the License Agreement, has valid, continuing rights to all other Intellectual Property as the same is used in or necessary for the operation of the date hereof, after deeming business of the Pre-Closing Restructuring to be completed. For each item of Company and its Subsidiaries as presently conducted (such Intellectual Property together with the Owned Intellectual Property, Section 4.14(b) of the Ardagh Disclosure Schedule includes, where applicable: (i) the current record owner; (ii) the jurisdiction where the application, registration or issuance is filed, registered or issued, respectively; (iii) the application, registration or issue number; and (iv) the application, registration or issue date. (c) Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, none of the Registered Owned Intellectual Property set forth or required to be set forth on Section 4.14(b) of the Ardagh Disclosure Schedule has lapsed, expired or been cancelled, abandoned or otherwise terminated and, to the Knowledge of Ardagh, all Registered Owned Intellectual Property is otherwise in full force and effect, valid and enforceable. Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, (i) an AMP Entity is the sole and exclusive owner of each item of Owned Intellectual Property (including the Registered Owned Intellectual Property set forth or required to be set forth on Section 4.14(b) of the Ardagh Disclosure Schedule) and (ii) all Intellectual Property licensed to the AMP Business (the “Licensed Business "Company Intellectual Property”) is licensed to Ardagh, one of its Affiliates or an AMP Entity pursuant to a Contract, in each case of (i) and (ii"), free and clear of all Encumbrances (Liens, other than Permitted Encumbrances). Immediately following Liens. (c) Neither the Pre-Closing Restructuring, except as would not be material to the AMP Business or the AMP Entities, taken as a whole, each of the AMP Entities will have continuing rights to use all Licensed Business Intellectual Property pursuant to Contracts free and clear of all Encumbrances (other than Permitted Encumbrances). Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, neither Ardagh Company's nor any of its Affiliates (other than Subsidiaries' use of the AMP Entities) owns any Owned Intellectual Property exclusively used or exclusively held for use in the AMP Business. (d) Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, none of nor the conduct or operation of the AMP Business business of the Company or any of the AMP Entities infringes, misappropriates, dilutes or otherwise violates, or its Subsidiaries has, in the past six (6) years, infringed, misappropriated or otherwise violated, and does not infringe, misappropriate or otherwise violate, any Intellectual Property of any other Person. As of the date hereof, neither the Company nor any of its Subsidiaries (i) is the subject of any pending or, to the knowledge of the Company, threatened Legal Proceedings alleging any infringement, misappropriation or other violation of any Person's Intellectual Property by the Company or any of its Subsidiaries or (ii) in the past six (6) years has received any notice or claim challenging the ownership, use, validity or enforceability of any Owned Intellectual Property (with respect other than office actions issued by the United States Patent and Trademark Office, or corresponding foreign Governmental Body, in the ordinary course of prosecution of any Scheduled Intellectual Property), and, to Patentsthe knowledge of the Company, there is no reasonable basis for any claim that the Company or any of its Subsidiaries does not own any particular Owned Intellectual Property. (d) To the knowledge of the Company, and except as set forth on Schedule 3.13(d), (i) no Person has infringed, misappropriated or otherwise violated in the past six (6) years or is currently infringing, misappropriating or otherwise violating, any Owned Intellectual Property, and (ii) no such claims have been made against any Person in the past three (3) years by the Company or any of its Subsidiaries. (e) (i) The Company Intellectual Property, together with the rights granted to the Company and its Subsidiaries under the License Agreement, includes all of the Intellectual Property necessary and sufficient to enable the Company and its Subsidiaries to conduct the business of the Company and its Subsidiaries in the manner in which such business is currently being conducted, (ii) upon the consummation of the Closing, the Company and its Subsidiaries shall have all of the Intellectual Property rights necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted, and all of such rights shall be exercisable by the Company and its Subsidiaries to the same extent as by the Company and its Subsidiaries immediately prior to the Closing, except as otherwise provided in the License Agreement, and (iii) upon the consummation of the Platform Separation (as such term is defined in the License Agreement), the Company and its Subsidiaries had all of the Intellectual Property rights necessary for the conduct of the business of the Company and its Subsidiaries as conducted as of the Platform Separation Date, and immediately after the Platform Separation Date all of such rights were exercisable by the Company and its Subsidiaries to the same extent as by the Company and its Subsidiaries immediately prior to the Platform Separation Date, except as otherwise provided in the Previous License Agreement (as such term is defined in the License Agreement). (f) Each of the Company and its Subsidiaries has taken steps that are commercially reasonable under the circumstances to maintain the secrecy of its material trade secrets. No trade secret constituting Owned Intellectual Property that is material to the business of the Company or any of its Subsidiaries, as presently conducted, and no trade secret of any third party with respect to which the Company or any other Intellectual Property)of its Subsidiaries has a confidentiality obligation, infringed, misappropriated, diluted has been authorized to be disclosed or otherwise violated, has been actually disclosed by the Company or any Copyrights of its Subsidiaries to any of its or Trade Secrets of their former or current employees or any other Person other than pursuant to a valid written agreement restricting, to the extent reasonable under the circumstances, the disclosure and use of such material trade secret. All current and former employees, consultants and independent contractors of the Company or any of its Subsidiaries who have created, developed or conceived Owned Intellectual Property for or on behalf of the Company or its Subsidiaries or who have had access to material trade secrets of the Company and its Subsidiaries have executed valid written agreements pursuant to which such Persons have (i) agreed to hold all trade secrets of the Company and its Subsidiaries in confidence both during and after their employment or engagement, as applicable, and (ii) presently assigned to the Company or one of its Subsidiaries all of such Person's rights, title and interest in and to all Intellectual Property created, developed or conceived for the Company or any of its Subsidiaries in the course of their employment or engagement by the Company or any of its Subsidiaries. To the knowledge of the Company, no party to any such agreements is in default or breach in any material respect of any such agreements. (g) Except with respect to services or rights contemplated to be provided under the License Agreement, the Company owns or has a valid right to access and use all computer systems, networks, hardware, Software, databases, websites, and equipment used to process, store, maintain and operate data and information used in connection with the business of the Company and its Subsidiaries as currently conducted (the "Company IT Systems"). The Company IT Systems (i) are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company of its Subsidiaries as currently conducted, and (ii) do not, to the knowledge of the Company, contain any viruses, worms, trojan horses, bugs, faults or other devices, errors, contaminants or effects that (A) materially disrupt or materially adversely affect the functionality of any Company IT Systems, except as disclosed in the written documentation for such Company IT Systems, or (B) enable or assist any Person to access without authorization any Company IT Systems. (h) No source code of any Software that constitutes Owned Intellectual Property ("Owned Software") has been licensed or otherwise provided to any third Person other than to consultants and contractors performing work on behalf of the Company or any of its Subsidiaries who are bound by valid written agreements restricting the disclosure and use of such source code. Neither the Company nor any of its Subsidiaries has disclosed or delivered to any escrow agent or any other Person (other than the consultants and contractors described in the previous sentence) any of the source code of any Owned Software, and no such Persons have the right, contingent or otherwise, to obtain access to or use any such source code. (i) Neither the Company nor any of its Subsidiaries has (a) distributed any Open Source Materials in conjunction with or for use with any Owned Software; or (b) used any Open Source Materials in any manner that obligates the Company or any of its Subsidiaries to disclose, make available, offer or deliver any portion of the source code of any Owned Software to any third Person. Neither the Company nor any of its Subsidiaries has used any Open Source Materials in any manner that (i) transfers the rights of ownership in any Owned Software or Intellectual Property rights therein to any third Person; (ii) limits the Company's or any of its Subsidiaries' freedom of action with respect to the use or distribution of any Owned Software; or (iii) requires the Company or any of its Subsidiaries to permit any third Person to reverse engineer or replace portions of any Owned Software. All use and distribution of any Open Source Materials by the Company and its Subsidiaries is in compliance in all material respects with all licenses applicable thereto, including all copyright notice and attribution requirements. (j) The Company and each of the Company's Subsidiaries has complied in all material respects with (i) all applicable privacy policies of the Company and its Subsidiaries, (ii) all Privacy Laws, including by providing notice and obtaining consent to the extent required by applicable Privacy Laws and (iii) all Material Contracts that the Company or any of the Company's Subsidiaries has entered into with respect to the receipt, collection, compilation, use storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure, or transfer of any Personal Information. There is not any Legal Proceeding or, to the Knowledge knowledge of Ardaghthe Company, any other Intellectual Property of any other Person. There is no Action initiated by any other Person threatened Legal Proceeding currently pending or, to against the Knowledge of Ardagh, threatened against Ardagh or any of its Affiliates (including any of the AMP Entities) (i) alleging that the AMP Business Company or any of the AMP Entities infringes, misappropriates, dilutes or otherwise violates, or has infringed, misappropriated, diluted or otherwise violated, any Intellectual Property of any other Person, or (ii) challenging any of Ardagh’s or any of its Affiliates’ (including any of the AMP Entities’) rights in or to any of the Owned Intellectual Property or Licensed Business Intellectual Property, or the validity or enforceability of any Owned Intellectual Property; provided, that any Action that has been initiated but Company's Subsidiaries with respect to which process or other comparable notice non-compliance with Privacy Laws. (k) Each of the Company and the Company's Subsidiaries has not been served on or delivered to Ardagh or any of its Affiliates (including any AMP Entity) shall be deemed to be “threatened” rather than “pending” for the purpose of this sentence. To the Knowledge of Ardagh, except as would not be material to the AMP Business or the AMP Entities, taken as a whole, no Person is engaging or has engaged used in the past three (3) years, in any activity that infringes, misappropriates, dilutes or otherwise violates, any Owned Intellectual Property. (e) Except as would not be material to the AMP Business, taken as a whole, (i) Ardagh and each of its Affiliates (including each of the AMP Entities) have executed written Contracts with each of their respective former and current employees, consultants and independent contractors who have contributed to the development of any Intellectual Property, pursuant to which each such Person has assigned to Ardagh, such AMP Entity or such other Affiliate, as applicable, all of such Person’s rights, title and interest in and to all such Intellectual Property, in each case, as required to effectuate an assignment of such Intellectual Property under applicable Law and to the extent that ownership of such Intellectual Property did not vest automatically in Ardagh, such AMP Entity or such other Affiliate under applicable Law and (ii) to the Knowledge of Ardagh, no party thereto is in default or breach of any such Contract. (f) Except as would not be material to the AMP Business, taken as a whole, (i) each of Ardagh and its Affiliates (solely with respect to the AMP Business) and each of the AMP Entities takes, and has taken in the past three (3) yearscurrently use, commercially reasonable steps means intended to maintain and protect the performance, confidentiality, integrity and security of the Business Information Technology (and all software, information and data stored or contained therein or transmitted thereby), (ii) to the Knowledge of Ardagh, all Business Information Technology (A) performs in conformance with its documentation, (B) is free from any software defect and (C) does not contain any virus, software routine or hardware component designed to permit unauthorized access, (iii) to the Knowledge of Ardagh, there have been no security breaches or unauthorized use, access or intrusions of any Business Information Technology (or any software, information or data stored or contained therein or transmitted thereby), and (iv) there have been no outages of any Business Information Technology. (g) Except as would not be material to the AMP Business, taken as a whole, each of the AMP Entities and, with respect to the AMP Business, Ardagh and each of its other Affiliates, and, to the Knowledge of Ardagh, any Person acting for or on behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, (i) complies, and has for the past three (3) years complied, with (A) all applicable Privacy Laws, (B) all of the policies and notices of each of the AMP Entities and, with respect to the AMP Business, Ardagh and each of its other Affiliates, regarding Personal Information, and (C) all of the contractual obligations of each of the AMP Entities and, with respect to the AMP Business, Ardagh and each of its other Affiliates, with respect to Personal Information, (ii) has implemented and, for the past three (3) years, maintained commercially reasonable (A) policies, procedures and systems for receiving and appropriately responding to requests from individuals concerning their Personal Information, and (B) technical and organizational safeguards to protect Personal Information and other confidential data in the possession or under the control of any the Company or its Subsidiaries and to protect all such Personal Information from loss, unauthorized access or other misuse. None of the AMP Entities Company, the Company's Subsidiaries or, with respect to the AMP Businessknowledge of the Company, Ardagh or any of its other Affiliates, against loss, theft, misuse Person has made any illegal or unauthorized access, use, modification, alteration, destruction or disclosure, and (iii) has taken reasonable steps, including by entering into contractual provisions as required by applicable Law, to ensure that use of any third party with access to Personal Information collected by or on behalf of the Company or any of the AMP Entities or, Company's Subsidiaries in a manner that is in violation in any material respect with respect Privacy Laws. The Company and its Subsidiaries have disaster recovery and business continuity plans and take actions reasonably consistent with such plans in accordance with their reasonable judgment to safeguard the AMP Business, Ardagh Personal Information in their possession or any of its other Affiliates, has implemented and maintained the samecontrol. (hl) To the Knowledge knowledge of Ardaghthe Company, and except as would not be material to the AMP Business, taken as a whole, as of the date of this Agreementset forth on Schedule 3.13(l), there have been no material breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal Information in the possession or control of any the Company or its Subsidiaries. The Company and its Subsidiaries have not provided or, to the knowledge of the AMP Entities orCompany, with respect to the AMP Business, Ardagh or any of its other Affiliates, or collected, used or processed by or on behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates. None of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, has provided or been legally required to provide any notices to any Person in connection with a any such unauthorized disclosure of any Personal Information. None of Neither the AMP Entities or, with respect to the AMP Business, Ardagh Company or any of its other AffiliatesSubsidiaries, has received nor any written notice of any Action, investigation third party acting at the direction or inquiry initiated by any other Person pending or, to the Knowledge of Ardagh, threatened in writing (including notice from third parties acting on the behalf of any authorization of the AMP Entities or, with respect to the AMP Business, Ardagh Company or any of its AffiliatesSubsidiaries, has paid any xxxxxx to (i) related to the violation any perpetrator of any Privacy Laws, applicable privacy policiesdata breach incident or cyber-attack suffered by the Company or any of its Subsidiaries, or contractual commitments (ii) any third party with respect actual or alleged information about a data breach incident or cyber-attack suffered by the Company or any of its Subsidiaries, pursuant to any Personal Information. To the Knowledge a request for payment from or on behalf of Ardagh, except as would not be material to the AMP Business, taken as a whole, as of the date of this Agreement, there are no facts such perpetrator or circumstances that would reasonably form the basis of any such notice or claimother third party.

Intellectual Property and Data Privacy. (a) Except Set forth in Section 4.18(a) of the Company Disclosure Schedule is a true, correct and complete list, as of the date hereof, of all Company Registered IP, including for each item of Company Registered IP, the title, application number, filing date, jurisdiction, registration, issuance or grant date, and registration, issuance or grant number. All material Company Registered IP (other than Patent applications, applications to register Marks or Copyrights, or any other material Company Registered IP, in each case, which the Company Entities have abandoned, cancelled or allowed to lapse in their reasonable business judgment) is subsisting and in full force and effect and, to the knowledge of Sellers, is not invalid or unenforceable. With respect to each item of material Company Registered IP, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes due on or prior to the date hereof have been timely paid in full (and any such amounts due on or prior to the Closing Date will be timely paid in full), and all necessary documents (including responses to office actions) and certificates have been timely filed for the purposes of maintaining such material Company Registered IP, in each case in accordance with Applicable Law and to avoid loss or abandonment thereof. The Company Entities have met their obligations to disclose all facts, information or circumstances, including any facts or information that would not constitute prior art, that would preclude the issuance of or otherwise affect any pending applications for any material Company Registered IP or the Company Entities’ rights thereto. No Mark (whether registered or unregistered) included in the Company-Owned Intellectual Property Rights or exclusively licensed to any Company Entity that is, in each case, material to the business of the Company Entities conflicts or interferes with any Mark (whether registered or unregistered) owned or applied for by any other Person, and the Company Entities have taken commercially reasonable steps to police the use of each of the material Marks owned by any Company Entity (“Material Marks”) or exclusively licensed to any Company Entity (“Exclusively Licensed Marks”), in each jurisdiction where the Material Marks or Exclusively Licensed Marks have been used in connection with any material Company Products. No Company-Owned Intellectual Property Rights and, to the knowledge of Sellers, no material Company Intellectual Property Rights licensed to any Company Entity, in each case, are subject to any outstanding order, judgment, ruling, stipulation or compulsory or confirmatory licensing terms entered or imposed by any court or any administrative or arbitration tribunal (i) that restricts or limits in any manner the use, practice, exploitation, assignability, transfer, or licensing thereof by any Company Entity or (ii) which restricts or limits the ownership, use or practice, right to use or practice, right to register, registration, priority, duration, validity or enforceability of such Company Intellectual Property Rights, in the case of each of clauses (i) and (ii), in a manner that would reasonably expected to be material to the AMP Business or the AMP Company Entities, taken as a whole, (i) each of Ardagh and its Affiliates (including each of the AMP Entities) takes and has taken commercially reasonable actions to maintain and protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property and (ii) no such Trade Secret has been authorized to be disclosed or, to the Knowledge of Ardagh, has been actually disclosed by Ardagh or any of its Affiliates (including any of the AMP Entities) to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use thereof. (b) Section 4.14(b) One or more of the Ardagh Disclosure Schedule sets forth a list Company Entities owns, and, to the Actual Knowledge of all Registered Sellers, solely and exclusively owns (other than with respect to joint ownership rights of Governmental Authorities, universities, colleges, research institutions or other educational institutions), each item of material Company-Owned Intellectual Property as Rights free and clear of all Liens (other than Permitted Liens). A Company Entity has the date hereofright to bring a claim or suit (and to recover any damages, after deeming the Preroyalties, costs or other recoverable amounts) against any other person for past, present or future infringement of any Company-Closing Restructuring to be completed. For each item of such Owned Intellectual Property, Section 4.14(b) of the Ardagh Disclosure Schedule includes, where applicable: (i) the current record owner; (ii) the jurisdiction where the application, registration or issuance is filed, registered or issued, respectively; (iii) the application, registration or issue number; and (iv) the application, registration or issue dateProperty Rights. (c) Except as would not be material to the AMP Business or the AMP Company Entities, taken as a whole, none the Company Entities’ development, sale, advertising, marketing, servicing, distribution or other commercial exploitation of the Registered Company Products, and the conduct and operation of the business of the Company Entities, (i) have not since January 1, 2020 infringed upon (directly, contributorily, by inducement or otherwise), misappropriated, diluted (solely with respect to Marks) or violated, and do not infringe upon (directly, contributorily, by inducement or (A) No Action is pending, or, to the knowledge of Sellers, has been threatened, against any Company Entity in writing since January 1, 2020, that (1) challenges the ownership, use or practice, right to use or practice, right to register, registration, priority, duration, validity or enforceability of any material Company-Owned Intellectual Property set forth Rights or required to be set forth on Section 4.14(b(2) of the Ardagh Disclosure Schedule alleges that any Company Entity has lapsedinfringed, expired or been cancelled, abandoned misappropriated or otherwise terminated andviolated any Intellectual Property Right of any Person in any material respect or engaged in any material respect in unfair competition or unfair trade practices under Applicable Law (in each case (1) and (2), other than proceedings before any Governmental Authority in the ordinary course of prosecuting or maintaining Registered IP), (B) no material Company Registered IP is the subject of any material litigation, interference, derivation, post-grant, reissue, reexamination, opposition, cancellation or similar Action and no such Action is or, to the Knowledge knowledge of ArdaghSellers, all has been threatened in writing with respect to any of the material Company Registered Owned Intellectual Property IP (other than proceedings before any Governmental Authority in the ordinary course of prosecuting or maintaining Registered IP), and (C) to the knowledge of Sellers, there is otherwise no substantial basis for any such claim in full force (A) or (B). No Company Entity has received any written notice since January 1, 2020 asserting that such infringement, misappropriation or violation has occurred. Since January 1, 2020, no Company Entity has received any written request or invitation to take a license under any Patents owned by a third party that could reasonably be construed as a notice of infringement and effectthat would be material to the Company Entities, valid and enforceabletaken as a whole. Except as would not be material to the AMP Business or the AMP Company Entities, taken as a whole, (i) an AMP Entity is the sole and exclusive owner of each item of Company-Owned Intellectual Property (including the Registered Owned Rights together with any Intellectual Property set forth or required to be set forth on Section 4.14(b) of the Ardagh Disclosure Schedule) and (ii) all Intellectual Property Rights licensed to the AMP Business (Company Entities constitute all of the “Licensed Business Intellectual Property”) is licensed to ArdaghProperty Rights necessary for, one or otherwise used in, the conduct of its Affiliates the business of the Company Entities. Since January 1, 2020, no Company Entity has received any opinion of counsel that any Company Product or an AMP Entity pursuant to the operation of the business of the Company Entities as previously since January 1, 2020 or currently conducted by the Company Entities, infringes or misappropriates or uses or discloses without authorization any Intellectual Property Rights in a Contract, in each case of (i) and (ii), free and clear of all Encumbrances (other than Permitted Encumbrances). Immediately following the Pre-Closing Restructuring, except as manner that would not be material to the AMP Business or the AMP Company Entities, taken as a whole, each . (d) The Company Entities have taken commercially reasonable steps to protect their respective rights to all material Company-Owned Intellectual Property Rights and to maintain the confidentiality of all material Trade Secrets and other confidential information of the AMP Company Entities will have continuing rights with respect to use all Licensed Business which any Company Entity owes an obligation of confidentiality to a third party. No material Trade Secret included in the Company-Owned Intellectual Property pursuant Rights has been disclosed by any Company Entity, or, to Contracts free and clear the knowledge of all Encumbrances (Sellers, by any third party, other than Permitted Encumbrancesto employees, contractors, consultants, representatives and agents of any Company Entity or other Persons, in each case, who have executed written agreements with confidentiality provisions that reasonably protect such Trade Secret against unauthorized disclosure and use or who otherwise have an equivalent professional duty to protect such Trade Secret against unauthorized disclosure and use. No Company Entity has received any written notice from any Person that there has been an unauthorized use or disclosure of any material Trade Secret of any Company Entity. (e) No material source code owned by any Company Entity and used in any Company Products (collectively the “Company Source Code”) has been licensed, distributed, made available or otherwise provided by any Company Entity to any Person (including to any Governmental Authority), except for disclosure: (i) to employees, contractors, consultants, representatives and agents of any Company Entity on a need to know basis who (A) are bound by written agreements with confidentiality provisions that reasonably protect such Company Source Code against unauthorized disclosure and use or (B) otherwise have a duty to protect such Company Source Code against unauthorized disclosure or use; (ii) to a Governmental Authority as necessary under the Nuclear Laws to support the Company Entities’ business where such disclosure is made subject to applicable protections for proprietary information, including the U.S. Freedom of Information Act, 5 U.S.C. § 552, the NRC’s regulations in 10 C.F.R. § 2.390, and similar Applicable Law or (iii) to escrow agents under source code escrow agreements with such escrow agents that include reasonable non-disclosure provisions. Except as No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would require the delivery, license or other disclosure of any Company Source Code to any third party. Without limiting the foregoing, no condition has occurred that would be sufficient to entitle any beneficiary under any source code escrow arrangement under which any Company Entity has deposited any such Company Source Code to require release of such Company Source Code from such escrow. To the Actual Knowledge of Sellers, the consummation of the transactions contemplated hereby will not satisfy any condition of release of Company Source Code from escrow, where such release of Company Source Code would be material to the AMP Business or the AMP Company Entities, taken as a whole, neither Ardagh nor any of its Affiliates (other than the AMP Entities) owns any Intellectual Property exclusively used or exclusively held for use in the AMP Business. (d) Except as would not be material to the AMP Business or the AMP Entities, taken as a whole, none of the conduct or operation of the AMP Business or any of the AMP Entities infringes, misappropriates, dilutes or otherwise violates, or has, in the past six (6) years (with respect to Patents) or in the past three (3) years (with respect to any other Intellectual Property), infringed, misappropriated, diluted or otherwise violated, any Copyrights or Trade Secrets of any other Person or, to the Knowledge of Ardagh, any other Intellectual Property of any other Person. There is no Action initiated by any other Person pending or, to the Knowledge of Ardagh, threatened against Ardagh or any of its Affiliates (including any of the AMP Entities) (i) alleging that the AMP Business or any of the AMP Entities infringes, misappropriates, dilutes or otherwise violates, or has infringed, misappropriated, diluted or otherwise violated, any Intellectual Property of any other Person, or (ii) challenging any of Ardagh’s or any of its Affiliates’ (including any of the AMP Entities’) rights in or to any of the Owned Intellectual Property or Licensed Business Intellectual Property, or the validity or enforceability of any Owned Intellectual Property; provided, that any Action that has been initiated but with respect to which process or other comparable notice has not been served on or delivered to Ardagh or any of its Affiliates (including any AMP Entity) shall be deemed to be “threatened” rather than “pending” for the purpose of this sentence. To the Knowledge of Ardagh, except as would not be material to the AMP Business or the AMP Entities, taken as a whole, no Person is engaging or has engaged in the past three (3) years, in any activity that infringes, misappropriates, dilutes or otherwise violates, any Owned Intellectual Property. (e) Except as would not be material to the AMP Business, taken as a whole, (i) Ardagh and each of its Affiliates (including each of the AMP Entities) have executed written Contracts with each of their respective former and current employees, consultants and independent contractors who have contributed to the development of any Intellectual Property, pursuant to which each such Person has assigned to Ardagh, such AMP Entity or such other Affiliate, as applicable, all of such Person’s rights, title and interest in and to all such Intellectual Property, in each case, as required to effectuate an assignment of such Intellectual Property under applicable Law and to the extent that ownership of such Intellectual Property did not vest automatically in Ardagh, such AMP Entity or such other Affiliate under applicable Law and (ii) to the Knowledge of Ardagh, no party thereto is in default or breach of any such Contract. (f) Except as would not be material to the AMP BusinessCompany Entities, taken as a whole, (i) each of Ardagh and its Affiliates (solely with respect to the AMP Business) and each of the AMP Company Entities takes, and has have taken in the past three (3) years, commercially reasonable steps to maintain and protect the performance, confidentiality, integrity integrity, redundancy, continuous operation and security of the Business Information Technology Company IT Systems. Since January 1, 2020, there have not been (i) any material unauthorized intrusions or breaches of the security of the Company IT Systems owned or controlled by the Company Entities, (ii) any material malfunctions of the Company IT Systems owned or controlled by the Company Entities, or (iii) any material unplanned downtime or service interruption with respect to the Company IT Systems owned or controlled by the Company Entities, and all softwareto the knowledge of Sellers, information and data stored or contained therein or transmitted therebysince January 1, 2020, none of the foregoing in clause (i), (ii) or (iii) has occurred with respect to any Company IT Systems owned and controlled by any third party in a manner that would be material to the Knowledge of ArdaghCompany Entities, taken as a whole. Without limiting the foregoing, the Company Entities have taken commercially reasonable steps and have implemented commercially reasonable procedures designed to protect the Company IT Systems (including software and data stored thereon) from Contaminants. As used herein, “Contaminants” means all Business Information Technology “back doors,” “time bombs,” “Trojan horses,” “worms,” “drop dead devices,” “viruses” and other software routines and hardware components that may or may be used to (A) performs in conformance with its documentationpermit unauthorized access to or unauthorized disablement or erasure of any software, data or information technology system or (B) is free from any software defect and (C) does not contain any virusotherwise interrupt, software routine destroy or hardware component designed to permit unauthorized access, (iii) to otherwise materially adversely affect the Knowledge of Ardagh, there have been no security breaches functionality or unauthorized use, access or intrusions operation of any Business Information Technology (Company Product in an unauthorized manner. For all material software used by the Company Entities in providing services, or in developing or making available any of the Company Products, the Company Entities have taken commercially reasonable steps to implement appropriate material security patches or appropriate material upgrades that are generally available for that software, information or data stored or contained therein or transmitted thereby), and (iv) there have been no outages of any Business Information Technology. (g) . Except as would not be material to the AMP BusinessCompany Entities, taken as a whole, each of the AMP Entities and, all Company Source Code is maintained in a source code management system with respect to the AMP Business, Ardagh and each of its other Affiliates, and, to the Knowledge of Ardagh, any Person acting for or on behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, (i) complies, and has for the past three (3) years complied, with (A) all applicable Privacy Laws, (B) all of the policies and notices of each of the AMP Entities and, with respect to the AMP Business, Ardagh and each of its other Affiliates, regarding Personal Information, and (C) all of the contractual obligations of each of the AMP Entities and, with respect to the AMP Business, Ardagh and each of its other Affiliates, with respect to Personal Information, (ii) has implemented and, for the past three (3) years, maintained commercially reasonable (A) policiesrevision history, management, tracking and security measures and safeguards. The Company Entities have commercially reasonable disaster recovery plans, procedures and systems for receiving and appropriately responding to requests from individuals concerning their Personal Information, and (B) technical and organizational safeguards to protect Personal Information and other confidential data in the possession or under the control of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction or disclosure, and (iii) has taken reasonable steps, including by entering into contractual provisions as required by applicable Law, to ensure that any third party with access to Personal Information collected by or on behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, has implemented and maintained the samefacilities. (h) To the Knowledge of Ardagh, except as would not be material to the AMP Business, taken as a whole, as of the date of this Agreement, there have been no breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal Information in the possession or control of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, or collected, used or processed by or on behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates. None of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, has provided or been legally required to provide any notices to any Person in connection with a disclosure of any Personal Information. None of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its other Affiliates, has received any written notice of any Action, investigation or inquiry initiated by any other Person pending or, to the Knowledge of Ardagh, threatened in writing (including notice from third parties acting on the behalf of any of the AMP Entities or, with respect to the AMP Business, Ardagh or any of its Affiliates) related to the violation of any Privacy Laws, applicable privacy policies, or contractual commitments with respect to any Personal Information. To the Knowledge of Ardagh, except as would not be material to the AMP Business, taken as a whole, as of the date of this Agreement, there are no facts or circumstances that would reasonably form the basis of any such notice or claim.