Common use of Intellectual Property and IT Assets Clause in Contracts

Intellectual Property and IT Assets. (a) Parent and its Subsidiaries own or have the right to use all Intellectual Property used in or necessary for the operation of the businesses of each of Parent and its Subsidiaries as presently conducted (collectively, the “Parent Intellectual Property”) free and clear of all Encumbrances except for Permitted Encumbrances, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The use of the Parent Intellectual Property owned by Parent and its Subsidiaries and the operation of the business of each of Parent and its Subsidiaries as presently conducted do not infringe, misappropriate or otherwise violate any Intellectual Property of any other Person, except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There are no pending suits, actions, claims, proceedings or investigations nor has Parent or any of its Subsidiaries received any claim, “cease and desist” letter, or like correspondence from any third party alleging that Parent or any of its Subsidiaries is infringing, misappropriating, or otherwise violating any Intellectual Property of a third party, except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, no third party is infringing on the Parent Intellectual Property, except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Parent and its Subsidiaries have taken commercially reasonable measures designed to maintain and protect Parent Intellectual Property, including the confidentiality of trade secrets and other confidential information used in the businesses of each of Parent and its Subsidiaries as presently conducted, except where failure to do so would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) Parent or its Subsidiaries own or have a right to use all Parent IT Assets that are currently used in the conduct of its businesses; (ii) such Parent IT Assets are sufficient for the current needs of the businesses of Parent and its Subsidiaries; and (iii) such Parent IT Assets have not malfunctioned or failed within the past three (3) years. To the knowledge of Parent, the Parent IT Assets are free from any malicious code. Parent and its Subsidiaries have taken commercially reasonable actions to protect the security and integrity of the Parent IT Assets and the data stored or contained therein or transmitted thereby including by implementing industry standard procedures preventing unauthorized access and the introduction of any malicious code, and the storing on-site and off-site of back-up copies of critical data. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (i) Parent and each of its Subsidiaries are in compliance with, and have been for the past three (3) years in compliance with all applicable Data Security Requirements, (ii) to the knowledge of Parent, there has been no unauthorized access to or unauthorized use of any Parent IT Assets, Personal Information or trade secrets owned or held for use by Parent or its Subsidiaries, and (iii) none of Parent or its Subsidiaries has received written notice of any actual violations of any Data Security Requirements.

Intellectual Property and IT Assets. (a) Parent Company and its Subsidiaries own or have the right to use all Intellectual Property used in or necessary for the operation of the businesses of each of Parent Company and its Subsidiaries as presently conducted (collectively, the “Parent Company Intellectual Property”) free and clear of all Encumbrances except for Permitted Encumbrances, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (b) The use of the Parent Company Intellectual Property owned by Parent Company and its Subsidiaries and the operation of the business of each of Parent Company and its Subsidiaries as presently conducted do not infringe, misappropriate or otherwise violate any Intellectual Property of any other Person, except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. There are no pending suits, actions, claims, proceedings or investigations nor has Parent Company or any of its Subsidiaries received any claim, “cease and desist” letter, or like correspondence from any third party alleging that Parent Company or any of its Subsidiaries is infringing, misappropriating, or otherwise violating any Intellectual Property of a third party, except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. To the knowledge of ParentCompany, no third party is infringing on the Parent Company Intellectual Property, except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (c) Parent Company and its Subsidiaries have taken commercially reasonable measures designed to maintain and protect Parent Company Intellectual Property, including the confidentiality of trade secrets and other confidential information used in the businesses of each of Parent Company and its Subsidiaries as presently conducted, except where failure to do so would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (i) Parent Company or its Subsidiaries own or have a right to use all Parent Company IT Assets that are currently used in the conduct of its businesses; (ii) such Parent Company IT Assets are sufficient for the current needs of the businesses of Parent Company and its Subsidiaries; and (iii) such Parent Company IT Assets have not malfunctioned or failed within the past three (3) years. To the knowledge of ParentCompany, the Parent Company IT Assets are free from any malicious code. Parent Company and its Subsidiaries have taken commercially reasonable actions to protect the security and integrity of the Parent Company IT Assets and the data stored or contained therein or transmitted thereby including by implementing industry standard procedures preventing unauthorized access and the introduction of any malicious code, and the storing on-site and off-site of back-up copies of critical data. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect (i) Parent Company and each of its Subsidiaries are in compliance with, and have been for the past three (3) years in compliance with all applicable Data Security Requirements, (ii) to the knowledge of ParentCompany, there has been no unauthorized access to or unauthorized use of any Parent Company IT Assets, Personal Information or trade secrets owned or held for use by Parent Company or its Subsidiaries, and (iii) none of Parent Company or its Subsidiaries has received written notice of any actual violations of any Data Security Requirements.