Common use of Intellectual Property and IT Systems Clause in Contracts

Intellectual Property and IT Systems. (a) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Seller and each Purchased Subsidiary owns, controls, or otherwise possesses sufficient rights to use, free and clear of all Encumbrances (other than Permitted Encumbrances) all Intellectual Property necessary for the conduct of its business in substantially the same manner as conducted as of the date hereof; and (ii) all Intellectual Property owned by Sellers that is necessary for the conduct of the business of Sellers and each Purchased Subsidiary as conducted as of the date hereof is subsisting and in full force and effect, has not been adjudged invalid or unenforceable, has not been abandoned or allowed to lapse, in whole or in part, and to the Knowledge of Sellers, is valid and enforceable. (b) Except as would not reasonably be expected to have a Material Adverse Effect, all necessary registration, maintenance and renewal fees in connection with the Intellectual Property owned by Sellers have been paid and all necessary documents and certificates in connection with such Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or applicable foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining or renewing such Intellectual Property. (c) Except as would not reasonably be expected to have a Material Adverse Effect, no Intellectual Property owned by Sellers is the subject of any licensing or franchising Contract that prohibits or materially restricts the conduct of business as presently conducted by any Seller or Purchased Subsidiary or the transfer of such Intellectual Property. (d) Except as would not reasonably be expected to have a Material Adverse Effect: (i) the Intellectual Property or the conduct of Sellers’ and the Purchased Subsidiaries’ businesses does not infringe, misappropriate, dilute, or otherwise violate or conflict with the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or any other intellectual property rights of any Person; (ii) to the Knowledge of Sellers, no other Person is now infringing or in conflict with any Intellectual Property owned by Sellers or Sellers’ rights thereunder; and (iii) no Seller or any Purchased Subsidiary has received any written notice that it is violating or has violated the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or any other intellectual property rights of any third party. (e) Except as would not reasonably be expected to have a Material Adverse Effect, no holding, decision or judgment has been rendered by any Governmental Authority against any Seller, which would limit, cancel or invalidate any Intellectual Property owned by Sellers. (f) No action or proceeding is pending, or to the Knowledge of Sellers, threatened, on the date hereof that (i) seeks to limit, cancel or invalidate any Intellectual Property owned by Sellers or such Sellers’ ownership interest therein; and (ii) if adversely determined, would reasonably be expected to have a Material Adverse Effect. (g) Except as would not reasonably be expected to have a Material Adverse Effect, Sellers and the Purchased Subsidiaries have taken reasonable actions to (i) maintain, enforce and police their Intellectual Property; and (ii) protect their material Software, websites and other systems (and the information therein) from unauthorized access or use. (h) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Seller and Purchased Subsidiary has taken reasonable steps to protect its rights in, and confidentiality of, all the Trade Secrets, and any other confidential information owned by such Seller or Purchased Subsidiary; and (ii) to the Knowledge of Sellers, such Trade Secrets have not been disclosed by Sellers to any Person except pursuant to a valid and appropriate non-disclosure, license or any other appropriate Contract that has not been breached. (i) Except as would not reasonably be expected to have a Material Adverse Effect, there has not been any malfunction with respect to any of the Software, electronic data processing, data communication lines, telecommunication lines, firmware, hardware, Internet websites or other information technology equipment of any Seller or Purchased Subsidiary since April 1, 2007, which has not been remedied or replaced in all respects. (j) Except as would not reasonably be expected to have a Material Adverse Effect: (i) the consummation of the transactions contemplated by this Agreement will not cause to be provided or licensed to any third Person, or give rise to any rights of any third Person with respect to, any source code that is part of the Software owned by Sellers; and

Intellectual Property and IT Systems. (a) Except as would not reasonably be expected to have Section 2.15(a) of the Seller Disclosure Letter sets forth a Material Adverse Effect: (i) each Seller true, complete and each Purchased Subsidiary owns, controls, or otherwise possesses sufficient rights to use, free and clear correct list of all Encumbrances (other than Permitted Encumbrances) all Owned Intellectual Property necessary that is issued, registered or subject to an application for the conduct of its business issuance or registration. The Owned Intellectual Property set forth in substantially the same manner as conducted as Section 2.15(a) of the date hereof; and (ii) all Intellectual Property owned by Sellers that Seller Disclosure Letter is necessary for the conduct of the business of Sellers and each Purchased Subsidiary as conducted as of the date hereof is subsisting and in full force and effectsubsisting, has not been adjudged invalid or unenforceableand, has not been abandoned or allowed to lapse, in whole or in part, and to the Knowledge of Sellers’ Knowledge, is valid and enforceable. No Subject Company or any Seller or other Subsidiary thereof has conducted the Business in a manner that would reasonably be expected to result in (i) the cancellation or unenforceability of any issued, registered or applied for Owned Intellectual Property except as would not, individually or in the aggregate, reasonably be expected to be Material to a Reasonable Investor, or (ii) the unauthorized disclosure of any material confidential Intellectual Property used in the Business. After giving effect to the transactions contemplated by this Agreement, the Subject Companies shall (x) be the owners of all of the Owned Intellectual Property free and clear of any Liens other than Permitted Liens and (y) own, license or otherwise have the right to use all the Intellectual Property necessary and sufficient to conduct the Business as currently conducted. (b) Except Since January 1, 2014, (i) the conduct of the Business has not been and, as would currently conducted, is not reasonably be expected to have a Material Adverse Effectinfringing, all necessary registrationmisappropriating, maintenance and renewal fees diluting or otherwise violating (“Infringing”) in connection with any material respect the rights of any Person in respect of any Intellectual Property owned by Sellers have been paid and all necessary documents and certificates in connection with such (ii) to the Sellers’ Knowledge, none of the material Owned Intellectual Property have has been filed with the relevant patent, copyright, trademark or other authorities in the United States or applicable foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining or renewing such Intellectual Propertyis being Infringed by any Person. (c) Except as All Persons (including current and former employees and independent contractors) who create or contribute to any material portion of, or otherwise would not reasonably be expected to have a Material Adverse Effectrights in or to, no Owned Intellectual Property owned by Sellers is the subject of any licensing have executed enforceable written agreements that validly and irrevocably assign to a Subject Company or franchising Contract that prohibits or materially restricts the conduct of business as presently conducted by any a Seller or Purchased other Subsidiary thereof all of their rights in and to such Owned Intellectual Property, or, pursuant to Applicable Law, a Subject Company or the transfer of a Seller or other Subsidiary owns all such Owned Intellectual Property. (d) Except Other than as would not reasonably be expected to have a Material Adverse Effect: set forth on Section 2.15(d) of the Seller Disclosure Letter, no Subject Company or any Seller or other Subsidiary thereof uses or has used any Software licensed, provided or distributed under any open source license, including any license meeting the Open Source Definition (ias promulgated by the Open Source Initiative) the Intellectual Property or the conduct of Sellers’ and Free Software Definition (as promulgated by the Purchased Subsidiaries’ businesses does not infringe, misappropriate, diluteFree Software Foundation), or otherwise violate any Software that contains or conflict with is derived from any such Software, in any manner that would require any source code of Software owned by any of the trademarksSubject Companies to be disclosed, patentslicensed pursuant to a license meeting the Open Source Definition or the Free Software Definition, copyrightspublicly distributed, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity attributed to any person or any other intellectual property rights of any Person; (ii) dedicated to the Knowledge of Sellers, no other Person is now infringing or in conflict with any Intellectual Property owned by Sellers or Sellers’ rights thereunder; and (iii) no Seller or any Purchased Subsidiary has received any written notice that it is violating or has violated the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or any other intellectual property rights of any third partypublic. (e) Except as would not reasonably be expected to have a Material Adverse Effect, no holding, decision or judgment has been rendered by any Governmental Authority against any Seller, which would limit, cancel or invalidate any Intellectual Property owned by Sellers. (f) No action or proceeding is pending, or to the Knowledge of Sellers, threatened, on the date hereof that The IT Systems (i) seeks are in reasonably good repair and operating condition, subject only to limit, cancel or invalidate any Intellectual Property owned by Sellers or such Sellers’ ownership interest therein; ordinary wear and (ii) if adversely determined, would reasonably be expected to have a Material Adverse Effect. (g) Except as would not reasonably be expected to have a Material Adverse Effect, Sellers and the Purchased Subsidiaries have taken reasonable actions to (i) maintain, enforce and police their Intellectual Property; and (ii) protect their material Software, websites and other systems (and the information therein) from unauthorized access or use. (h) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Seller and Purchased Subsidiary has taken reasonable steps to protect its rights intear, and confidentiality ofare adequate and suitable (including with respect to working condition and capacity) for the purposes for which they are being used or held for use, all the Trade Secrets, and any other confidential information owned by such Seller or Purchased Subsidiary; and (ii) to the Knowledge of Sellers’ Knowledge, such Trade Secrets have do not been disclosed by Sellers to contain any Person except pursuant to a valid and appropriate non-disclosure, license or any other appropriate Contract Malware that has not been breached. (i) Except as would not reasonably be expected to interfere with the ability of any of the Subject Companies to conduct the Business. The Sellers and their Subsidiaries (including the Subject Companies) (x) have a Material Adverse Effectimplemented and maintain commercially reasonable security, there has not been any malfunction business continuity, and backup and disaster recovery plans and procedures with respect to any of the SoftwareIT Systems, electronic data processing(y) act in material compliance therewith, data communication linesand (z) have taken commercially reasonable steps to test such plans and procedures on a periodic basis, telecommunication lines, firmware, hardware, Internet websites or other information technology equipment of any Seller or Purchased Subsidiary since April 1, 2007, which has not and such plans and procedures have been remedied or replaced proven effective upon such testing in all material respects. . The Sellers and their Subsidiaries (jincluding the Subject Companies) Except as would not reasonably be expected to have implemented or are in the process of implementing in a Material Adverse Effect: (i) timely manner all security patches or security upgrades that are generally available for the consummation of the transactions contemplated by this Agreement will not cause to be provided IT Systems that process data or licensed to any third Person, or give rise to any rights of any third Person with respect to, any source code non-public information that is part of the Software owned by Sellers; andsensitive in nature about their investors.

Intellectual Property and IT Systems. (a) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Seller and each Purchased Subsidiary owns, controls, or otherwise possesses sufficient rights to use, free and clear of all Encumbrances (other than Permitted Encumbrances) all The Owned Intellectual Property necessary for the conduct of its business in substantially the same manner as conducted as of the date hereof; and (ii) all Intellectual Property owned by Sellers that is necessary for the conduct of the business of Sellers and each Purchased Subsidiary as conducted as of the date hereof is subsisting and in full force and effectsubsisting, has not been adjudged invalid or unenforceableand, has not been abandoned or allowed to lapse, in whole or in part, and to the Knowledge of SellersCompany’s Knowledge, is valid and enforceable. Neither the Company nor any of its Subsidiaries has conducted its business in a manner that would reasonably be expected to result in (i) the cancellation or unenforceability of any issued, registered or applied for Owned Intellectual Property except as would not, individually or in the aggregate, be Material to a Reasonable Investor, or (ii) the unauthorized disclosure of any material confidential Intellectual Property used in its business. After giving effect to the transactions contemplated by this Agreement, the Company and its Subsidiaries (x) are the owners of all of the Owned Intellectual Property free and clear of any Liens other than Permitted Liens and (y) own, license or otherwise have the right to use all the Intellectual Property necessary and sufficient to conduct their businesses as currently conducted. (b) Except as would not reasonably be expected to have a Material Adverse EffectSince January 1, all necessary registration2014, maintenance and renewal fees in connection with the Intellectual Property owned by Sellers have been paid and all necessary documents and certificates in connection with such Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or applicable foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining or renewing such Intellectual Property. (c) Except as would not reasonably be expected to have a Material Adverse Effect, no Intellectual Property owned by Sellers is the subject of any licensing or franchising Contract that prohibits or materially restricts the conduct of business as presently conducted by any Seller or Purchased Subsidiary or the transfer of such Intellectual Property. (d) Except as would not reasonably be expected to have a Material Adverse Effect: (i) the Intellectual Property or the conduct of Sellers’ the Company’s and the Purchased Subsidiaries’ its Subsidiaries businesses does has not infringebeen and, misappropriateas currently conducted, diluteis not infringing, misappropriating, diluting or otherwise violate or conflict with violating (“Infringing”) in any material respects the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or any other intellectual property rights of any Person; (ii) to the Knowledge Person in respect of Sellers, no other Person is now infringing or in conflict with any Intellectual Property owned by Sellers or Sellers’ rights thereunder; and (iii) no Seller or any Purchased Subsidiary has received any written notice that it is violating or has violated the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or any other intellectual property rights of any third party. (e) Except as would not reasonably be expected to have a Material Adverse Effect, no holding, decision or judgment has been rendered by any Governmental Authority against any Seller, which would limit, cancel or invalidate any Intellectual Property owned by Sellers. (f) No action or proceeding is pending, or to the Knowledge of Sellers, threatened, on the date hereof that (i) seeks to limit, cancel or invalidate any Intellectual Property owned by Sellers or such Sellers’ ownership interest therein; and (ii) if adversely determined, would reasonably be expected to have a Material Adverse Effect. (g) Except as would not reasonably be expected to have a Material Adverse Effect, Sellers and the Purchased Subsidiaries have taken reasonable actions to (i) maintain, enforce and police their Intellectual Property; and (ii) protect their material Software, websites and other systems (and the information therein) from unauthorized access or use. (h) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Seller and Purchased Subsidiary has taken reasonable steps to protect its rights in, and confidentiality of, all the Trade Secrets, and any other confidential information owned by such Seller or Purchased Subsidiary; and (ii) to the Knowledge Company’s Knowledge, none of Sellers, such Trade Secrets have not the material Owned Intellectual Property has been disclosed or is being Infringed by Sellers to any Person except pursuant to a valid and appropriate non-disclosure, license or any other appropriate Contract that has not been breachedPerson. (c) The IT Systems (i) Except as are in reasonably good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable (including with respect to working condition and capacity) for the purposes for which they are being used or held for use, and (ii) to the Company’s Knowledge, do not contain any Malware that would not reasonably be expected to interfere with the ability of the Company or any of its Subsidiaries to conduct their businesses. The Company and its Subsidiaries (x) have a Material Adverse Effectimplemented and maintain commercially reasonable security, there has not been any malfunction business continuity, and backup and disaster recovery plans and procedures with respect to any of the SoftwareIT Systems, electronic data processing(y) act in material compliance therewith, data communication linesand (z) have taken commercially reasonable steps to test such plans and procedures on a periodic basis, telecommunication lines, firmware, hardware, Internet websites or other information technology equipment of any Seller or Purchased Subsidiary since April 1, 2007, which has not and such plans and procedures have been remedied or replaced proven effective upon such testing in all material respects. (j) Except as would not reasonably be expected to . The Company and its Subsidiaries have implemented or are in the process of implementing in a Material Adverse Effect: (i) timely manner all security patches or security upgrades that are generally available for the consummation of the transactions contemplated by this Agreement will not cause to be provided IT Systems that process data or licensed to any third Person, or give rise to any rights of any third Person with respect to, any source code non-public information that is part of the Software owned by Sellers; andsensitive in nature about their investors.

Intellectual Property and IT Systems. (a) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Seller and each Purchased Subsidiary owns, controls, or otherwise possesses sufficient rights to use, free and clear of all Encumbrances (other than Permitted Encumbrances) all Intellectual Property necessary for the conduct of its business in substantially the same manner as conducted as of the date hereof; and (ii) all Intellectual Property owned by Sellers that is necessary for the conduct of the business of Sellers and each Purchased Subsidiary as conducted as of the date hereof is subsisting and in full force and effect, has not been adjudged invalid or unenforceable, has not been abandoned or allowed to lapse, in whole or in part, and to the Knowledge of Sellers, is valid and enforceable. (b) Except as would not reasonably be expected to have a Material Adverse Effect, all necessary registration, maintenance and renewal fees in connection with the Intellectual Property owned by Sellers have been paid and all necessary documents and certificates in connection with such Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or applicable foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining or renewing such Intellectual Property. (c) Except as would not reasonably be expected to have a Material Adverse Effect, no Intellectual Property owned by Sellers is the subject of any licensing or franchising Contract that prohibits or materially restricts the conduct of business as presently conducted by any Seller or Purchased Subsidiary or the transfer of such Intellectual Property. (d) Except as would not reasonably be expected to have a Material Adverse Effect: (i) the Intellectual Property or the conduct of Sellers’ and the Purchased Subsidiaries’ businesses does not infringe, misappropriate, dilute, or otherwise violate or conflict with the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or any other intellectual property rights of any Person; (ii) to the Knowledge of Sellers, no other Person is now infringing or in conflict with any Intellectual Property owned by Sellers or Sellers’ rights thereunder; and (iii) no Seller or any Purchased Subsidiary has received any written notice that it is violating or has violated the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or any other intellectual property rights of any third party. (e) Except as would not reasonably be expected to have a Material Adverse Effect, no holding, decision or judgment has been rendered by any Governmental Authority against any Seller, which would limit, cancel or invalidate any Intellectual Property owned by Sellers. (f) No action or proceeding is pending, or to the Knowledge of Sellers, threatened, on the date hereof that (i) seeks to limit, cancel or invalidate any Intellectual Property owned by Sellers or such Sellers’ ownership interest therein; and (ii) if adversely determined, would reasonably be expected to have a Material Adverse Effect. (g) Except as would not reasonably be expected to have a Material Adverse Effect, Sellers and the Purchased Subsidiaries have taken reasonable actions to (i) maintain, enforce and police their Intellectual Property; and (ii) protect their material Software, websites and other systems (and the information therein) from unauthorized access or use. (h) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Seller and Purchased Subsidiary has taken reasonable steps to protect its rights in, and confidentiality of, all the Trade Secrets, and any other confidential information owned by such Seller or Purchased Subsidiary; and (ii) to the Knowledge of Sellers, such Trade Secrets have not been disclosed by Sellers to any Person except pursuant to a valid and appropriate non-disclosure, license or any other appropriate Contract that has not been breached. (i) Except as would not reasonably be expected to have a Material Adverse Effect, there has not been any malfunction with respect to any of the Software, electronic data processing, data communication lines, telecommunication lines, firmware, hardware, Internet websites or other information technology equipment of any Seller or Purchased Subsidiary since April 1, 2007, which has not been remedied or replaced in all respects. (j) Except as would not reasonably be expected to have a Material Adverse Effect: (i) the consummation of the transactions contemplated by this Agreement will not cause to be provided or licensed to any third Person, or give rise to any rights of any third Person with respect to, any source code that is part of the Software owned by Sellers; andand (ii) Sellers have implemented reasonable disaster recovery and back-up plans with respect to the Software.

Intellectual Property and IT Systems. Schedule 2.1(f) sets forth certain of the Intellectual Property, including, but not limited to: (aA) all fictional business names, trade names, registered trademarks and service marks, and related applications used in respect of the Business. The Seller has not used, and is currently not using any corporate or fictional business names other than those names listed on Schedule 2.1(f); (B) all patents and patent applications that relate to the Business; and (C) all copyright registrations in both published works and unpublished works used in the Business. Except as would not reasonably be expected to have a Material Adverse Effect: (iA) each Seller and each Purchased Subsidiary owns, controls, or otherwise possesses sufficient rights to use, free and clear of all Encumbrances (other than Permitted Encumbrances) all Intellectual Property necessary for the conduct of its business in substantially the same manner as conducted as of the date hereof; and (iiB) all Intellectual Property owned by Sellers Seller that is necessary for the conduct of the business of Sellers and each Purchased Subsidiary Business as conducted as of the date hereof is subsisting and in full force and effect, has not been adjudged invalid or unenforceable, has not been abandoned or allowed to lapse, in whole or in part, and to the Knowledge of Sellers, is valid and enforceable. (b) . Except as would not reasonably be expected to have a Material Adverse Effect, all necessary registration, maintenance and renewal fees in connection with the Intellectual Property owned by Sellers have Seller has been paid and all necessary documents and certificates in connection with such Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or applicable foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining or renewing such Intellectual Property. (c) . Except as would not reasonably be expected to have a Material Adverse Effect, no Intellectual Property owned by Sellers Seller is the subject of any licensing or franchising Contract that prohibits or materially restricts the conduct of business as presently conducted by any Seller or Purchased Subsidiary or the transfer of such Intellectual Property. (d) . Except as would not reasonably be expected to have a Material Adverse Effect: (iA) the Intellectual Property or the conduct of Sellers’ and the Purchased Subsidiaries’ businesses Business does not infringe, misappropriate, dilute, or otherwise violate or conflict with the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or any other intellectual property rights of any Person; (iiB) to the Knowledge of Sellers, no other Person is now infringing or in conflict with any Intellectual Property owned by Sellers Seller or Sellers’ Seller’s rights thereunder; and (iiiC) no Seller or any Purchased Subsidiary has not received any written notice that it is violating or has violated the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or any other intellectual property rights of any third party. (e) . Except as would not reasonably be expected to have a Material Adverse Effect, no holding, decision or judgment has been rendered by any Governmental Authority against any Seller, which would limit, cancel or invalidate any Intellectual Property owned by Sellers. (f) Seller. No action or proceeding is pending, or to the Knowledge knowledge of SellersSeller, threatened, on the date hereof that (iA) seeks to limit, cancel or invalidate any Intellectual Property owned by Sellers Seller or such Sellers’ Seller’s ownership interest therein; and (iiB) if adversely determined, would reasonably be expected to have a Material Adverse Effect. (g) . Except as would not reasonably be expected to have a Material Adverse Effect, Sellers and the Purchased Subsidiaries have Seller has taken reasonable actions action to (iA) maintain, enforce and police their its Intellectual Property; and (iiB) protect their its material Software, websites and other systems (and the information therein) from unauthorized access or use. (h) . Except as would not reasonably be expected to have a Material Adverse Effect: (iA) each Seller and Purchased Subsidiary has taken reasonable steps to protect its rights in, and confidentiality of, all the Trade Secrets, and any other confidential information owned by such Seller or Purchased SubsidiarySeller; and (iiB) to the Knowledge knowledge of SellersSeller, such Trade Secrets have not been disclosed by Sellers Seller to any Person except pursuant to a valid and appropriate non-disclosure, license or any other appropriate Contract that has not been breached. (i) . Except as would not reasonably be expected to have a Material Adverse Effect, there has not been any malfunction with respect to any of the Software, electronic data processing, data communication lines, telecommunication lines, firmware, hardware, Internet websites or other information technology equipment of any Seller or Purchased Subsidiary since April 1, 2007, which has not been remedied or replaced in all respects. (j) . Except as would not reasonably be expected to have a Material Adverse Effect: (iA) the consummation of the transactions contemplated by this Agreement will not cause to be provided or licensed to any third Person, or give rise to any rights of any third Person with respect to, any source code that is part of the Software owned by SellersSeller; andand (B) Seller has implemented reasonable disaster recovery and back-up plans with respect to the Software.

Intellectual Property and IT Systems. (a) Except as would not reasonably be expected to have Section 2.15(a) of the ARC Disclosure Letter sets forth a Material Adverse Effect: (i) each Seller true, complete and each Purchased Subsidiary owns, controls, or otherwise possesses sufficient rights to use, free and clear correct list of all Encumbrances (other than Permitted Encumbrances) all Owned Intellectual Property necessary that is issued, registered or subject to an application for the conduct of its business issuance or registration. The Owned Intellectual Property set forth in substantially the same manner as conducted as Section 2.15(a) of the date hereof; and (ii) all Intellectual Property owned by Sellers that ARC Disclosure Letter is necessary for the conduct of the business of Sellers and each Purchased Subsidiary as conducted as of the date hereof is subsisting and in full force and effectsubsisting, has not been adjudged invalid or unenforceableand, has not been abandoned or allowed to lapse, in whole or in part, and to the Knowledge of SellersARC’s Knowledge, is valid and enforceable. Neither ARC nor any of the Subject Companies have conducted the Business in a manner that would reasonably be expected to result in (i) the cancellation or unenforceability of any issued, registered or applied for Owned Intellectual Property or (ii) the unauthorized disclosure of any material confidential Intellectual Property used in the Business. After giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements, the Subject Companies will (x) be the owners of all of the Owned Intellectual Property free and clear of any Liens other than Permitted Liens and (y) own, license or otherwise have the right to use all the Intellectual Property necessary and sufficient to conduct the Business as currently conducted. (b) Except Since January 1, 2012, (i) the conduct of the Business has not been and, as would currently conducted, is not reasonably be expected to have a Material Adverse Effectinfringing, all necessary registrationmisappropriating, maintenance and renewal fees diluting or otherwise violating (“Infringing”) in connection with any material respect the rights of any Person in respect of any Intellectual Property owned by Sellers have been paid and all necessary documents and certificates in connection with such (ii) to ARC’s Knowledge, none of the material Owned Intellectual Property have has been filed with the relevant patent, copyright, trademark or other authorities in the United States or applicable foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining or renewing such Intellectual Propertyis being Infringed by any Person. (c) Except as All Persons (including current and former employees and independent contractors) who create or contribute to any portion of, or otherwise would not reasonably be expected to have a Material Adverse Effectrights in or to, no Owned Intellectual Property owned by Sellers is have executed enforceable written agreements that validly and irrevocably assign to ARC or one or more of the subject Subject Companies all of any licensing their rights in and to such Owned Intellectual Property, or, pursuant to Applicable Law, ARC or franchising Contract that prohibits one or materially restricts more of the conduct of business as presently conducted by any Seller or Purchased Subsidiary or the transfer of Subject Companies owns all such Owned Intellectual Property. (d) Except Neither ARC nor any of the Subject Companies use or have used any Software licensed, provided or distributed under any open source license, including any license meeting the Open Source Definition (as would not reasonably be expected to have a Material Adverse Effect: (ipromulgated by the Open Source Initiative) the Intellectual Property or the conduct of Sellers’ and Free Software Definition (as promulgated by the Purchased Subsidiaries’ businesses does not infringe, misappropriate, diluteFree Software Foundation), or otherwise violate any Software that contains or conflict with is derived from any such Software, in any manner that would require any source code of Software owned by any of the trademarksSubject Companies to be disclosed, patentslicensed for free, copyrightspublicly distributed, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity attributed to any person or any other intellectual property rights of any Person; (ii) dedicated to the Knowledge of Sellers, no other Person is now infringing or in conflict with any Intellectual Property owned by Sellers or Sellers’ rights thereunder; and (iii) no Seller or any Purchased Subsidiary has received any written notice that it is violating or has violated the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or any other intellectual property rights of any third partypublic. (e) Except as would not reasonably be expected to have a Material Adverse Effect, no holding, decision or judgment has been rendered by any Governmental Authority against any Seller, which would limit, cancel or invalidate any Intellectual Property owned by Sellers. (f) No action or proceeding is pending, or to the Knowledge of Sellers, threatened, on the date hereof that The IT Systems (i) seeks are in good repair and operating condition, subject only to limitordinary wear and tear, cancel and are adequate and suitable (including with respect to working condition and capacity) for the purposes for which they are being used or invalidate any Intellectual Property owned by Sellers or such Sellers’ ownership interest therein; held for use, and (ii) if adversely determinedto ARC’s Knowledge, do not contain any Malware that would reasonably be expected to have a Material Adverse Effect. (g) Except as would not reasonably be expected interfere with the ability of any of the Subject Companies to have a Material Adverse Effect, Sellers conduct the Business. ARC and the Purchased Subsidiaries Subject Companies (x) have implemented and maintain commercially reasonable security, business continuity, and backup and disaster recovery plans and procedures with respect to the IT Systems, (y) act in material compliance therewith, and (z) have taken reasonable actions to (i) maintain, enforce and police their Intellectual Property; and (ii) protect their material Software, websites and other systems (and the information therein) from unauthorized access or use. (h) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Seller and Purchased Subsidiary has taken commercially reasonable steps to protect its rights intest such plans and procedures on a periodic basis, and confidentiality of, all the Trade Secrets, such plans and any other confidential information owned by procedures have been proven effective upon such Seller or Purchased Subsidiary; and (ii) to the Knowledge of Sellers, such Trade Secrets have not been disclosed by Sellers to any Person except pursuant to a valid and appropriate non-disclosure, license or any other appropriate Contract that has not been breached. (i) Except as would not reasonably be expected to have a Material Adverse Effect, there has not been any malfunction with respect to any of the Software, electronic data processing, data communication lines, telecommunication lines, firmware, hardware, Internet websites or other information technology equipment of any Seller or Purchased Subsidiary since April 1, 2007, which has not been remedied or replaced testing in all material respects. The Subject Companies have implemented or are in the process of implementing in a timely manner all security patches or security upgrades that are generally available for the IT Systems. (j) Except as would not reasonably be expected to have a Material Adverse Effect: (i) the consummation of the transactions contemplated by this Agreement will not cause to be provided or licensed to any third Person, or give rise to any rights of any third Person with respect to, any source code that is part of the Software owned by Sellers; and

Intellectual Property and IT Systems. a) The Group Companies will be at Closing the owner of all intellectual property rights, as set forth in Exhibit 6.13(a)(i) (athe “Owned Intellectual Property Rights”), such Exhibit containing a complete and accurate list of the Intellectual Property Rights which are owned by the Group Companies. A list of all licenses and other rights granted by or to the Company or its Subsidiaries with respect to any Intellectual Property Rights is set forth in Exhibit 6.13(a)(ii) (the “Licensed Intellectual Property Rights” and together with the Owned Intellectual Property Rights the “Intellectual Property Rights”). b) Except as would set forth in Exhibit 6.13(b), the Intellectual Property Rights constitute all intellectual property necessary to conduct the business and operations of the Group as presently conducted. Except as set forth in Exhibit 6.13(b), the consummation of the transactions contemplated hereby will not reasonably impair or alter any of the Group Companies’ rights in any Intellectual Property Rights and will not impose any obligation on any Group Company to obtain any consent or pay any license fee or incur any other obligation so that it may continue to use the intellectual property on the same terms and conditions which now apply. c) None of the Intellectual Property Rights is subject to any Lien. d) No claims have been made, or, to the Best of Sellers’ Knowledge, threatened in writing, challenging the use, validity or enforceability of the Intellectual Property Rights. The business and operations of the Group, its products and services and the design, development, manufacture, reproduction, use, marketing, sale, distribution, maintenance and modification of any of the foregoing as presently performed and as currently contemplated to be expected to have a Material Adverse Effect: (i) each Seller and each Purchased Subsidiary ownsperformed do not infringe upon, controls, misappropriate or otherwise possesses sufficient rights to useviolate any intellectual property of any third party. e) All material application, free registration, maintenance and clear of renewal fees have been paid to, and all Encumbrances (other than Permitted Encumbrances) all Intellectual Property required documents and certificates have been filed with, the applicable Governmental Authority as necessary for the conduct purposes of its business in substantially maintaining the same manner as conducted as Intellectual Property Rights of the date hereof; Group Companies. f) The software and (ii) all Intellectual Property owned IT systems used by Sellers that is necessary the Group Companies for the conduct operation of the their business of Sellers and each Purchased Subsidiary as conducted as of the date hereof activities are used pursuant to a valid license, permission or other agreement, which is subsisting binding, enforceable, and in full force and effect, has not been adjudged invalid or unenforceable, has not been abandoned or allowed to lapse, in whole or in part, and to the Knowledge of Sellers, is valid and enforceable. (b) Except as would not reasonably be expected to have a Material Adverse Effect, all necessary registration, maintenance and renewal fees in connection with the Intellectual Property owned by Sellers have been paid and all necessary documents and certificates in connection with such Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or applicable foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining or renewing such Intellectual Property. (c) Except as would not reasonably be expected to have a Material Adverse Effect, no Intellectual Property owned by Sellers is the subject of any licensing or franchising Contract that prohibits or materially restricts the conduct of business as presently conducted by any Seller or Purchased Subsidiary or the transfer of such Intellectual Property. (d) Except as would not reasonably be expected to have a Material Adverse Effect: (i) the Intellectual Property or the conduct of Sellers’ and the Purchased Subsidiaries’ businesses does not infringe, misappropriate, dilute, or otherwise violate or conflict with the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or any other intellectual property rights of any Person; (ii) to the Knowledge of Sellers, no other Person is now infringing or in conflict with any Intellectual Property owned by Sellers or Sellers’ rights thereunder; and (iii) no Seller or any Purchased Subsidiary has received any written notice that it is violating or has violated the trademarks, patents, copyrights, inventions, trade secrets, proprietary information and technology, know-how, formulae, rights of publicity or any other intellectual property rights of any third party. (e) Except as would not reasonably be expected to have a Material Adverse Effect, no holding, decision or judgment has been rendered by any Governmental Authority against any Seller, which would limit, cancel or invalidate any Intellectual Property owned by Sellers. (f) No action or proceeding is pending, or to the Knowledge of Sellers, threatened, on the date hereof that (i) seeks to limit, cancel or invalidate any Intellectual Property owned by Sellers or such Sellers’ ownership interest therein; and (ii) if adversely determined, would reasonably be expected to have a Material Adverse Effect. (g) Except as would not reasonably be expected to have a Material Adverse Effect, Sellers and the Purchased Subsidiaries have taken reasonable actions to (i) maintain, enforce and police their Intellectual Property; and (ii) protect their material Software, websites and other systems (and the information therein) from unauthorized access or use. (h) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Seller and Purchased Subsidiary has taken reasonable steps to protect its rights in, and confidentiality of, all the Trade Secrets, and any other confidential information owned by such Seller or Purchased Subsidiary; and (ii) to the Knowledge of Sellers, such Trade Secrets have not been disclosed by Sellers to any Person except pursuant to a valid and appropriate non-disclosure, license or any other appropriate Contract that has not been breached. (i) Except as would not reasonably be expected to have a Material Adverse Effect, there has not been any malfunction with respect to any of the Software, electronic data processing, data communication lines, telecommunication lines, firmware, hardware, Internet websites or other information technology equipment of any Seller or Purchased Subsidiary since April 1, 2007, which has not been remedied or replaced in all respects. (j) Except as would not reasonably be expected to have a Material Adverse Effect: (i) the consummation of the transactions contemplated by this Agreement will not cause to be provided or licensed to any third Person, or give rise to any rights of any third Person with respect to, any source code that is part of the Software owned by Sellers; and