Common use of Intellectual Property and License Agreements Clause in Contracts

Intellectual Property and License Agreements. A list of all Registered Intellectual Property that is owned by any Credit Party and all material in-bound license or sublicense agreements with respect to any Intellectual Property owned by a third party that is used in and material to the conduct of a Credit Party’s business as currently conducted or exclusive out-bound license or sublicense agreements with respect to any material Intellectual Property owned by a Credit Party (but excluding in-bound licenses of over-the-counter software that is commercially available to the public or licenses to other Intellectual Property licensed or otherwise made available pursuant to a click-wrap, shrink wrap or similar agreement or on a subscription basis) (collectively, “License Agreements”), as of the Closing Date and, as updated pursuant to Section 4.15, is set forth on Schedule 3.19. Except for Permitted Licenses, each Credit Party is the sole owner of its material Registered Intellectual Property free and clear of any Liens other than Permitted Liens. To the knowledge of each Credit Party (after reasonable inquiry), (a) each material patent within the Registered Intellectual Property is valid and enforceable, (b) no material part of the Registered Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (c) no written claim has been made that any part of the Material Intangible Assets owned by the Credit Parties violates the rights of any third party, except, in the case of clause (c) as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Intellectual Property and License Agreements. A list of all Registered Intellectual Property that is owned by any Credit Party and all material in-bound license or sublicense agreements with respect to any Intellectual Property owned by a third party Third Party that is used in and material to the conduct of a Credit Party’s business as currently conducted or exclusive out-bound license or sublicense agreements with respect to any material Intellectual Property owned by a Credit Party (but excluding in-bound licenses of over-the-counter software that is commercially available to the public or licenses to other Intellectual Property licensed or otherwise made available pursuant to a click-wrap, shrink wrap or similar agreement or on a subscription basis) (collectively, “License Agreements”), as of the Closing Date and, as updated pursuant to Section 4.15, is set forth on Schedule 3.19. Except for Permitted Licenses, each Credit Party is the sole owner of its material Registered Intellectual Property free and clear of any Liens other than Permitted Liens. To the knowledge of each Credit Party (after reasonable inquiry), (a) each material patent within the Registered Intellectual Property is valid and enforceable, (b) no material part of the Registered Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (c) no written claim has been made that any part of the Material Intangible Assets owned by the Credit Parties violates the rights of any third party, except, in the case of clause (c) as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.