Common use of Intellectual Property and IT Assets Clause in Contracts

Intellectual Property and IT Assets. Except for such matters as would not, individually or in the aggregate, reasonably be expected to result in a US Airways Material Adverse Effect: (i) All Patents, patent applications, Trademark and Copyright registrations and applications for registration, and internet domain name registrations claimed to be owned by US Airways or its Subsidiaries are owned exclusively by US Airways or such Subsidiaries and are subsisting and, to US Airways’ Knowledge, valid and enforceable. (ii) Except as set forth in Section 3.2(p)(ii) of the US Airways Disclosure Letter, US Airways and/or each of its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property necessary to conduct the business of US Airways and its Subsidiaries as currently conducted, all of which rights shall in all material respects survive unchanged the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereunder. (iii) Except as set forth in Section 3.2(p)(iii) of the US Airways Disclosure Letter, the conduct of the business as currently conducted by US Airways and its Subsidiaries does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third Person and in the three (3) year period immediately preceding the date of this Agreement, there has been no such claim, action or proceeding asserted, or to US Airways’ Knowledge threatened against US Airways or its Subsidiaries or any indemnitees thereof. Except as set forth in Section 3.2(p)(iii) of the US Airways Disclosure Letter, there is no claim, action or proceeding asserted, or to US Airways’ Knowledge threatened, against US Airways or its Subsidiaries or any indemnitees thereof concerning the ownership, validity, registerability, enforceability, infringement, use or licensed right to use any Intellectual Property claimed to be owned or held by US Airways or its Subsidiaries or used or alleged to be used in the business of US Airways or its Subsidiaries. (iv) Except as set forth in Section 3.2(p)(iv) of the US Airways Disclosure Letter, to US Airways’ Knowledge, no third Person has, in the three (3) year period immediately preceding the date of this Agreement, infringed, misappropriated or otherwise violated the Intellectual Property rights of US Airways or its Subsidiaries. Except as set forth in Section 3.2(p)(iv) of the US Airways Disclosure Letter, there are no claims, actions or proceedings asserted or threatened by US Airways, or decided by US Airways to be asserted or threatened, that (A) a third Person infringes, misappropriates or otherwise violates, or in the three (3) year period immediately preceding the date of this Agreement, infringed, misappropriated or otherwise violated, the Intellectual Property rights of US Airways or its Subsidiaries; or (B) a third Person’s owned or claimed Intellectual Property interferes with, infringes, dilutes or otherwise xxxxx the Intellectual Property rights of US Airways or its Subsidiaries. (v) US Airways and its Subsidiaries have taken reasonable measures to protect the confidentiality of all material Trade Secrets that are owned, used or held by US Airways and its Subsidiaries and, to US Airways’ Knowledge, such material Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to valid and appropriate non-disclosure and/or license agreements which have not been breached. (vi) Except as set forth in Section 3.2(p)(vi) of the US Airways Disclosure Letter, the IT Assets of US Airways and its Subsidiaries operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by US Airways and its Subsidiaries for the operation of their respective businesses, and have not malfunctioned or failed within the three (3) year period immediately preceding the date of this Agreement. To US Airways’ Knowledge, no Person has gained unauthorized access to such IT Assets. Except as set forth in Section 3.2(p)(vi) of the US Airways Disclosure Letter, US Airways and its Subsidiaries have implemented and maintained for the three (3) year period immediately preceding the date of this Agreement reasonable and sufficient backup and disaster recovery technology consistent with industry practices.

Intellectual Property and IT Assets. Except for such matters as would not, individually or in the aggregate, reasonably be expected to result in a US Airways an American Material Adverse Effect: (i) All Patents, patent applications, Trademark and Copyright registrations and applications for registration, and internet Internet domain name registrations claimed to be owned by US Airways American or its Subsidiaries are owned exclusively by US Airways American or such Subsidiaries and are subsisting and, to US Airways’ American’s Knowledge, valid and enforceable. (ii) Except as set forth in Section 3.2(p)(ii3.1(p)(ii) of the US Airways American Disclosure Letter, US Airways American and/or each of its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property necessary to conduct the business of US Airways American and its Subsidiaries as currently conducted, all of which rights shall in all material respects survive unchanged the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereunder. (iii) Except as set forth in Section 3.2(p)(iii3.1(p)(iii) of the US Airways American Disclosure Letter, the conduct of the business as currently conducted by US Airways American and its Subsidiaries does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third Person and in the three (3) year period immediately preceding the date of this Agreement, there has been no such claim, action or proceeding asserted, or to US Airways’ American’s Knowledge threatened against US Airways American or its Subsidiaries or any indemnitees thereof. Except as set forth in Section 3.2(p)(iii3.1(p)(iii) of the US Airways American Disclosure Letter, there is no claim, action or proceeding asserted, or to US Airways’ American’s Knowledge threatened, against US Airways American or its Subsidiaries or any indemnitees thereof concerning the ownership, validity, registerability, enforceability, infringement, use or licensed right to use any Intellectual Property claimed to be owned or held by US Airways American or its Subsidiaries or used or alleged to be used in the business of US Airways American or its Subsidiaries. (iv) Except as set forth in Section 3.2(p)(iv3.1(p)(iv) of the US Airways American Disclosure Letter, to US Airways’ American’s Knowledge, no third Person has, in the three (3) year period immediately preceding the date of this Agreement, infringed, misappropriated or otherwise violated the Intellectual Property rights of US Airways American or its Subsidiaries. Except as set forth in Section 3.2(p)(iv3.1(p)(iv) of the US Airways American Disclosure Letter, there are no claims, actions or proceedings asserted or threatened by US AirwaysAmerican, or decided by US Airways American to be asserted or threatened, that (A) a third Person infringes, misappropriates or otherwise violates, or in the three (3) year period immediately preceding the date of this Agreement, infringed, misappropriated or otherwise violated, the Intellectual Property rights of US Airways American or its Subsidiaries; or (B) a third Person’s owned or claimed Intellectual Property interferes with, infringes, dilutes or otherwise xxxxx the Intellectual Property rights of US Airways American or its Subsidiaries. (v) US Airways American and its Subsidiaries have taken reasonable measures to protect the confidentiality of all material Trade Secrets that are owned, used or held by US Airways American and its Subsidiaries and, to US Airways’ American’s Knowledge, such material Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to valid and appropriate non-disclosure and/or license agreements which have not been breached. (vi) Except as set forth in Section 3.2(p)(vi3.1(p)(vi) of the US Airways American Disclosure Letter, the IT Assets of US Airways American and its Subsidiaries operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by US Airways American and its Subsidiaries for the operation of their respective businesses, and have not malfunctioned or failed within the three (3) year period immediately preceding the date of this Agreement. To US Airways’ American’s Knowledge, no Person has gained unauthorized access to such IT Assets. Except as set forth in Section 3.2(p)(vi3.1(p)(vi) of the US Airways American Disclosure Letter, US Airways American and its Subsidiaries have implemented and maintained for the three (3) year period immediately preceding the date of this Agreement reasonable and sufficient backup and disaster recovery technology consistent with industry practices.. As used in this Agreement:

Intellectual Property and IT Assets. Except for such matters as would not, individually or in the aggregate, reasonably be expected to result in a US Airways an East Material Adverse Effect: (i) All Patentspatents, patent applications, Trademark trademark and Copyright copyright registrations and applications for registration, and internet Internet domain name registrations claimed to be owned by US Airways East or its Subsidiaries are owned exclusively by US Airways East or such Subsidiaries and are subsisting and, to US Airways’ East's Knowledge, valid and enforceable. (ii) Except as set forth in on Section 3.2(p)(ii3.2(q)(ii) of the US Airways East Disclosure Letter, US Airways East and/or each of its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property necessary to conduct the business of US Airways East and its Subsidiaries as currently conducted, all of which rights shall in all material materials respects survive unchanged the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereunder. (iii) Except as set forth in on Section 3.2(p)(iii3.2(q)(iii) of the US Airways East Disclosure Letter, the conduct of the business as currently conducted by US Airways East and its Subsidiaries does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third Person and in the three (3) year period immediately preceding the date of this Agreement, there has been no such claim, action or proceeding asserted, or to US Airways’ East's Knowledge threatened against US Airways East or its Subsidiaries or any indemnitees thereof. Except as set forth in Section 3.2(p)(iii) of the US Airways Disclosure Letter, there There is no claim, action or proceeding asserted, or to US Airways’ East's Knowledge threatened, against US Airways East or its Subsidiaries or any indemnitees thereof concerning the ownership, validity, registerability, enforceability, infringement, use or licensed right to use any Intellectual Property claimed to be owned or held by US Airways East or its Subsidiaries or used or alleged to be used in the business of US Airways East or its Subsidiaries. (iv) Except as set forth in Section 3.2(p)(iv) of the US Airways Disclosure Letter, to US Airways’ To East's Knowledge, no third Person has, in the three (3) year period immediately preceding the date of this Agreement, infringed, misappropriated or otherwise violated the Intellectual Property rights of US Airways East or its Subsidiaries. Except as set forth in Section 3.2(p)(iv) of the US Airways Disclosure Letter, there There are no claims, actions or proceedings asserted or threatened by US AirwaysEast, or decided by US Airways East to be asserted or threatened, that (A) a third Person infringes, misappropriates or otherwise violates, or in the three (3) year period immediately preceding the date of this Agreement, infringed, misappropriated or otherwise violated, the Intellectual Property rights of US Airways East or its Subsidiaries; or (B) a third Person’s 's owned or claimed Intellectual Property interferes with, infringes, dilutes or otherwise xxxxx the Intellectual Property rights of US Airways East or its Subsidiaries. (v) US Airways East and its Subsidiaries have taken reasonable measures to protect the confidentiality of all material Trade Secrets that are owned, used or held by US Airways East and its Subsidiaries and, to US Airways’ East's Knowledge, such material Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to valid and appropriate non-disclosure and/or license agreements which have not been breached. (vi) Except as set forth in on Section 3.2(p)(vi3.2(q)(vi) of the US Airways East Disclosure Letter, Letter ,the IT Assets of US Airways East and its Subsidiaries operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by US Airways East and its Subsidiaries for the operation of their respective businesses, and have not malfunctioned or failed within the three (3) year period immediately preceding the date of this Agreement. To US Airways’ East's Knowledge, no Person has gained unauthorized access to such IT Assets. Except as set forth in on Section 3.2(p)(vi3.2(q)(vi) of the US Airways East Disclosure Letter, US Airways East and its Subsidiaries have implemented and maintained for the three (3) year period immediately preceding the date of this Agreement reasonable and sufficient backup and disaster recovery technology consistent with industry practices.

Intellectual Property and IT Assets. Except for such matters as would not, individually or in the aggregate, reasonably be expected to result in a US Airways Material Adverse Effect: (i) All Patentspatents, patent applications, Trademark trademark and Copyright copyright registrations and applications for registration, and internet Internet domain name registrations claimed to be owned by US Airways or its Subsidiaries the Company are owned exclusively by US Airways or such Subsidiaries the Company and are valid, subsisting and, to US Airways’ Knowledgethe knowledge of the officers of the Company, valid and enforceable. (ii) Except as set forth in Section 3.2(p)(ii) of the US Airways Disclosure Letter, US Airways The Company and/or each of its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property necessary to conduct the business of US Airways the Company and its Subsidiaries as currently conducted, all of which rights shall in all material respects survive unchanged the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereunder. (iii) Except as set forth in Section 3.2(p)(iii) of the US Airways Disclosure Letter, the The conduct of the business as currently conducted by US Airways the Company and its Subsidiaries and for the three (3) year period immediately preceding the date of this Agreement does not and did not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third Person and in the three (3) year period immediately preceding the date of this Agreement, there has been no such claim, action or proceeding asserted, or to US Airways’ Knowledge threatened against US Airways or its Subsidiaries or any indemnitees thereofPerson. Except as set forth in Section 3.2(p)(iii) of the US Airways Disclosure Letter, there There is no claim, action or proceeding asserted, or to US Airways’ Knowledge the knowledge of the officers of the Company threatened, against US Airways the Company or its Subsidiaries or any indemnitees indemnities thereof concerning the ownership, validity, registerability, enforceability, infringement, use or licensed right to use any Intellectual Property claimed to be owned or held by US Airways the Company or its Subsidiaries or used or alleged to be used in the business of US Airways the Company or its Subsidiaries. (iv) Except as set forth in Section 3.2(p)(iv) To the knowledge of the US Airways Disclosure Letter, to US Airways’ Knowledgeofficers of the Company, no third Person has, in has for the three (3) year period immediately preceding the date of this Agreement, Agreement infringed, misappropriated or otherwise violated the Intellectual Property rights of US Airways the Company or its Subsidiaries. Except as set forth in Section 3.2(p)(iv) of the US Airways Disclosure Letter, there There are no claims, actions or proceedings asserted or threatened by US Airwaysthe Company, or decided by US Airways the Company to be asserted or threatened, that (A) a third Person infringes, misappropriates or otherwise violates, or in for the three (3) year period immediately preceding the date of this Agreement, Agreement infringed, misappropriated or otherwise violated, the Intellectual Property rights of US Airways the Company or its Subsidiaries; or (B) a third Person’s owned or claimed Intellectual Property interferes with, infringes, dilutes or otherwise xxxxx hxxxx the Intellectual Property rights of US Airways the Company or its Subsidiaries. (v) US Airways The Company and its Subsidiaries have taken reasonable measures to protect the confidentiality of all material Trade Secrets that are owned, used or held by US Airways the Company and its Subsidiaries and, to US Airways’ Knowledgethe knowledge of the officers of the Company, such material Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to valid and appropriate non-disclosure and/or license agreements which have not been breached. (vi) Except as set forth in Section 3.2(p)(vi) of the US Airways Disclosure Letter, the The IT Assets of US Airways the Company and its Subsidiaries operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by US Airways the Company and its Subsidiaries for the operation of their respective businesses, and have not malfunctioned or failed within the three (3) year period immediately preceding the date of this Agreement. To US Airways’ Knowledgethe knowledge of the officers of the Company, no Person has gained unauthorized access to such IT Assets. Except as set forth in Section 3.2(p)(vi) of the US Airways Disclosure Letter, US Airways The Company and its Subsidiaries have implemented and maintained for the three (3) year period immediately preceding the date of this Agreement reasonable and sufficient backup and disaster recovery technology consistent with industry practices.. As used herein,

Intellectual Property and IT Assets. Except for such matters as would not, individually or in the aggregate, reasonably be expected to result in a US Airways Material Adverse Effect: (i) All Patentspatents, patent applications, Trademark trademark and Copyright copyright registrations and applications for registration, and internet Internet domain name registrations claimed to be owned by US Airways or its Subsidiaries the Company are owned exclusively by US Airways or such Subsidiaries the Company and are valid, subsisting and, to US Airways’ Knowledgethe knowledge of the officers of the Company, valid and enforceable. (ii) Except as set forth in Section 3.2(p)(ii) of the US Airways Disclosure Letter, US Airways The Company and/or each of its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property necessary to conduct the business of US Airways the Company and its Subsidiaries as currently conducted, all of which rights shall in all material respects survive unchanged the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereunder. (iii) Except as set forth in Section 3.2(p)(iii) of the US Airways Disclosure Letter, the The conduct of the business as currently conducted by US Airways the Company and its Subsidiaries and for the three (3) year period immediately preceding the date of this Agreement does not and did not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third Person and in the three (3) year period immediately preceding the date of this Agreement, there has been no such claim, action or proceeding asserted, or to US Airways’ Knowledge threatened against US Airways or its Subsidiaries or any indemnitees thereofPerson. Except as set forth in Section 3.2(p)(iii) of the US Airways Disclosure Letter, there There is no claim, action or proceeding asserted, or to US Airways’ Knowledge the knowledge of the officers of the Company threatened, against US Airways the Company or its Subsidiaries or any indemnitees indemnities thereof concerning the ownership, validity, registerability, enforceability, infringement, use or licensed right to use any Intellectual Property claimed to be owned or held by US Airways the Company or its Subsidiaries or used or alleged to be used in the business of US Airways the Company or its Subsidiaries. (iv) Except as set forth in Section 3.2(p)(iv) To the knowledge of the US Airways Disclosure Letter, to US Airways’ Knowledgeofficers of the Company, no third Person has, in has for the three (3) year period immediately preceding the date of this Agreement, Agreement infringed, misappropriated or otherwise violated the Intellectual Property rights of US Airways the Company or its Subsidiaries. Except as set forth in Section 3.2(p)(iv) of the US Airways Disclosure Letter, there There are no claims, actions or proceedings asserted or threatened by US Airwaysthe Company, or decided by US Airways the Company to be asserted or threatened, that (A) a third Person infringes, misappropriates or otherwise violates, or in for the three (3) year period immediately preceding the date of this Agreement, Agreement infringed, misappropriated or otherwise violated, the Intellectual Property rights of US Airways the Company or its Subsidiaries; or (B) a third Person’s owned or claimed Intellectual Property interferes with, infringes, dilutes or otherwise xxxxx the Intellectual Property rights of US Airways the Company or its Subsidiaries. (v) US Airways The Company and its Subsidiaries have taken reasonable measures to protect the confidentiality of all material Trade Secrets that are owned, used or held by US Airways the Company and its Subsidiaries and, to US Airways’ Knowledgethe knowledge of the officers of the Company, such material Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to valid and appropriate non-disclosure and/or license agreements which have not been breached. (vi) Except as set forth in Section 3.2(p)(vi) of the US Airways Disclosure Letter, the The IT Assets of US Airways the Company and its Subsidiaries operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by US Airways the Company and its Subsidiaries for the operation of their respective businesses, and have not malfunctioned or failed within the three (3) year period immediately preceding the date of this Agreement. To US Airways’ Knowledgethe knowledge of the officers of the Company, no Person has gained unauthorized access to such IT Assets. Except as set forth in Section 3.2(p)(vi) of the US Airways Disclosure Letter, US Airways The Company and its Subsidiaries have implemented and maintained for the three (3) year period immediately preceding the date of this Agreement reasonable and sufficient backup and disaster recovery technology consistent with industry practices.. As used herein,

Intellectual Property and IT Assets. Except for such matters as would not, individually or in the aggregate, reasonably be expected to result in a US Airways an East Material Adverse Effect: (i) All Patentspatents, patent applications, Trademark trademark and Copyright copyright registrations and applications for registration, and internet Internet domain name registrations claimed to be owned by US Airways East or its Subsidiaries are owned exclusively by US Airways East or such Subsidiaries and are subsisting and, to US Airways’ East’s Knowledge, valid and enforceable. (ii) Except as set forth in on Section 3.2(p)(ii3.2(q)(ii) of the US Airways East Disclosure Letter, US Airways East and/or each of its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property necessary to conduct the business of US Airways East and its Subsidiaries as currently conducted, all of which rights shall in all material materials respects survive unchanged the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereunder. (iii) Except as set forth in on Section 3.2(p)(iii3.2(q)(iii) of the US Airways East Disclosure Letter, the conduct of the business as currently conducted by US Airways East and its Subsidiaries does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third Person and in the three (3) year period immediately preceding the date of this Agreement, there has been no such claim, action or proceeding asserted, or to US Airways’ East’s Knowledge threatened against US Airways East or its Subsidiaries or any indemnitees thereof. Except as set forth in Section 3.2(p)(iii) of the US Airways Disclosure Letter, there There is no claim, action or proceeding asserted, or to US Airways’ East’s Knowledge threatened, against US Airways East or its Subsidiaries or any indemnitees thereof concerning the ownership, validity, registerability, enforceability, infringement, use or licensed right to use any Intellectual Property claimed to be owned or held by US Airways East or its Subsidiaries or used or alleged to be used in the business of US Airways East or its Subsidiaries. (iv) Except as set forth in Section 3.2(p)(iv) of the US Airways Disclosure Letter, to US Airways’ To East’s Knowledge, no third Person has, in the three (3) year period immediately preceding the date of this Agreement, infringed, misappropriated or otherwise violated the Intellectual Property rights of US Airways East or its Subsidiaries. Except as set forth in Section 3.2(p)(iv) of the US Airways Disclosure Letter, there There are no claims, actions or proceedings asserted or threatened by US AirwaysEast, or decided by US Airways East to be asserted or threatened, that (A) a third Person infringes, misappropriates or otherwise violates, or in the three (3) year period immediately preceding the date of this Agreement, infringed, misappropriated or otherwise violated, the Intellectual Property rights of US Airways East or its Subsidiaries; or (B) a third Person’s owned or claimed Intellectual Property interferes with, infringes, dilutes or otherwise xxxxx the Intellectual Property rights of US Airways East or its Subsidiaries. (v) US Airways East and its Subsidiaries have taken reasonable measures to protect the confidentiality of all material Trade Secrets that are owned, used or held by US Airways East and its Subsidiaries and, to US Airways’ East’s Knowledge, such material Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to valid and appropriate non-disclosure and/or license agreements which have not been breached. (vi) Except as set forth in on Section 3.2(p)(vi3.2(q)(vi) of the US Airways East Disclosure Letter, Letter ,the IT Assets of US Airways East and its Subsidiaries operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by US Airways East and its Subsidiaries for the operation of their respective businesses, and have not malfunctioned or failed within the three (3) year period immediately preceding the date of this Agreement. To US Airways’ East’s Knowledge, no Person has gained unauthorized access to such IT Assets. Except as set forth in on Section 3.2(p)(vi3.2(q)(vi) of the US Airways East Disclosure Letter, US Airways East and its Subsidiaries have implemented and maintained for the three (3) year period immediately preceding the date of this Agreement reasonable and sufficient backup and disaster recovery technology consistent with industry practices.

Intellectual Property and IT Assets. Except for such matters as would not, individually or in the aggregate, reasonably be expected to result in a US Airways West Material Adverse Effect: (i) All Patentspatents, patent applications, Trademark trademark and Copyright copyright registrations and applications for registration, and internet Internet domain name registrations claimed to be owned by US Airways West or its Subsidiaries are owned exclusively by US Airways West or such Subsidiaries and are subsisting and, to US Airways’ West’s Knowledge, valid and enforceable. (ii) Except as set forth in on Section 3.2(p)(ii3.1(p)(ii) of the US Airways West Disclosure Letter, US Airways West and/or each of its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property (as defined below) necessary to conduct the business of US Airways West and its Subsidiaries as currently conducted, all of which rights shall in all material respects survive unchanged the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereunder. (iii) Except as set forth in Section 3.2(p)(iii) of the US Airways Disclosure Letter, the The conduct of the business as currently conducted by US Airways West and its Subsidiaries does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third Person and in the three (3) year period immediately preceding the date of this Agreement, there has been no such claim, action or proceeding asserted, or to US Airways’ West’s Knowledge threatened against US Airways West or its Subsidiaries or any indemnitees indemnitee thereof. Except as set forth in Section 3.2(p)(iii) of the US Airways Disclosure Letter, there There is no claim, action or proceeding asserted, or to US Airways’ West’s Knowledge threatened, against US Airways West or its Subsidiaries or any indemnitees thereof concerning the ownership, validity, registerability, enforceability, infringement, use or licensed right to use any Intellectual Property claimed to be owned or held by US Airways West or its Subsidiaries or used or alleged to be used in the business of US Airways West or its Subsidiaries. (iv) Except as set forth in Section 3.2(p)(iv) of the US Airways Disclosure Letter, to US Airways’ To West’s Knowledge, no third Person has, in the three (3) year period immediately preceding the date of this Agreement, infringed, misappropriated or otherwise violated the Intellectual Property rights of US Airways West or its Subsidiaries. Except as set forth in Section 3.2(p)(iv) of the US Airways Disclosure Letter, there There are no claims, actions or proceedings asserted or threatened by US AirwaysWest, or decided by US Airways West to be asserted or threatened, that (A) a third Person infringes, misappropriates or otherwise violates, or in the three (3) year period immediately preceding the date of this Agreement, infringed, misappropriated or otherwise violated, the Intellectual Property rights of US Airways West or its Subsidiaries; or (B) a third Person’s owned or claimed Intellectual Property interferes with, infringes, dilutes or otherwise xxxxx the Intellectual Property rights of US Airways West or its Subsidiaries. (v) US Airways West and its Subsidiaries have taken reasonable measures to protect the confidentiality of all material Trade Secrets (as defined below) that are owned, used or held by US Airways West and its Subsidiaries and, to US Airways’ West’s Knowledge, such material Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to valid and appropriate non-disclosure and/or license agreements which have not been breached. (vi) Except The IT Assets (as set forth in Section 3.2(p)(videfined below) of the US Airways Disclosure Letter, the IT Assets of US Airways West and its Subsidiaries operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by US Airways West and its Subsidiaries for the operation of their respective businesses, and have not malfunctioned or failed within the three (3) year period immediately preceding the date of this Agreement. To US Airways’ West’s Knowledge, no Person has gained unauthorized access to such IT Assets. Except as set forth in Section 3.2(p)(vi) of the US Airways Disclosure Letter, US Airways West and its Subsidiaries have implemented and maintained for the three (3) year period immediately preceding the date of this Agreement reasonable and sufficient backup and disaster recovery technology consistent with industry practices.. As used in this Agreement,