Common use of Intellectual Property and Privacy Clause in Contracts

Intellectual Property and Privacy. (a) Section 3.07(a) of the Disclosure Schedules lists all Purchased IP, including whether or not the Purchased IP is owned by Seller and, if not, the nature of the Seller’s license to such Purchased IP (e.g., exclusive or non-exclusive, fee structure, duration, and territory). For all registered Intellectual Property, including applications thereto, Section 3.07(a) of the Disclosure Schedules shall specify as to each, as applicable: the title, mxxx, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has been issued, registered, or filed; the registration and application serial number; the issue, registration, or filing date; and the current status. (b) The Seller owns or has adequate, valid, and enforceable rights to use all of the Purchased IP, free and clear of all Liens, other than Permitted Liens, and is not bound by any Law or other obligation materially restricting the Seller’s use of the Purchased IP. (c) All required filings and fees related to the Seller’s registrations of Intellectual Property have been timely filed with and paid to the relevant Governmental Bodies and authorized registrars, and all such registrations are otherwise in good standing. (d) The Seller is not bound by any outstanding judgment, injunction, order, or decree restricting the use of the Purchased IP or restricting the licensing thereof to any Person. (e) The conduct of the Business has not and does not infringe, violate, dilute, or misappropriate the Intellectual Property rights of any Person and there are no claims pending or, to the Knowledge of the Seller, threatened by any Person with respect to the ownership, validity, enforceability, effectiveness, or use of the Purchased IP. (f) To the Knowledge of the Seller, no Person is infringing, misappropriating, diluting, or otherwise violating any of the Purchased IP, and neither the Seller nor any Affiliate thereof has made or asserted any claim, demand, or notice against any Person alleging any such infringement, misappropriation, dilution, or other violation. (g) All personnel, including employees, agents, consultants, and contractors, who have contributed to, or participated in, the conception or development, or both, of the Purchased IP have executed valid and enforceable written instruments of assignment in favor of the Seller as assignee that have conveyed to the Seller effective ownership of the rights, title, and interest in and to such Intellectual Property. (h) No royalties, commissions, fees or other payments are or will become payable by the Buyer to any Person by reason of the exploitation of any Purchased Asset by the Buyer or the execution and delivery of this Agreement or any Transaction Agreement. (i) The Purchased IP constitutes all the Intellectual Property owned by the Seller that is used by the Seller to conduct the Business as currently conducted and proposed to be conducted. (j) The Purchased IP is sufficient to conduct the Business as currently conducted and proposed to be conducted. (k) The Seller’s information technology systems are sufficient for, and operate and perform as required in connection with, the operation of the Business, and the Seller has implemented commercially reasonable measures with respect to data and information technology security, backup, and intrusion detection and prevention. (l) The Seller has not sold, licensed, rented or otherwise made available to Third Parties any personal information submitted by individuals in connection with the Business or otherwise and is in compliance with all applicable privacy Laws. (m) The Seller’s past and present collection, use, retention, and dissemination of personal information is, and has been in the past, in compliance in all material respects with the terms of all Contracts to which the Seller is a party. (n) The Seller has implemented commercially reasonable policies, programs, and procedures (including administrative, technical, and physical safeguards): (i) to protect against unauthorized access, use, modification, and disclosure of and to protect the confidentiality, integrity, and security of, personal information and proprietary information in the Seller’s possession, custody, or control; and (ii) as required in all material respects to comply with applicable Law. (o) The Seller has not been subject to any material unauthorized access to (or access in excess of authorization) the Seller’s information technology systems, or unauthorized use, disclosure, or other processing of personal information, and has not received any and is not aware of any basis for claims, notices, or complaints regarding the Seller’s information security practices or the disclosure, retention, or misuse of any personal information, and, to Seller’s Knowledge, there has been no data security breaches that would constitute a breach for which notification to individuals and/or regulatory authorities is required under any applicable Law. (p) At the Closing, the Buyer will continue to have the right to use personal information collected or obtained by or on behalf of Seller, on terms and conditions identical to those on which the Seller had the right to use such personal information immediately prior to the Closing.

Intellectual Property and Privacy. (a) As of the date of this Agreement, Section 3.07(a4.13(a) of the Company Disclosure Schedules lists Schedule contains a true and complete list of all Purchased IP, including whether or not the Purchased IP is owned by Seller and, if not, the nature of the Seller’s license to such Purchased Registered Intellectual Property constituting Company-Owned IP (e.g., exclusive or non-exclusive, fee structure, duration, and territory). For all registered Intellectual Property, including applications thereto, Section 3.07(a) of the Disclosure Schedules shall specify as to showing in each, as applicable: , the titlerecord owner, mxxxjurisdiction in which such item has been issued or filed, filing date, date of issuance, expiration date and registration or application number, and registrar). The Company and the Company Subsidiaries do not own any material unregistered Trademarks. The Company-Owned IP specified in, or design; required to be specified in, Section 4.13(a) of the record owner Company Disclosure Schedule is subsisting and, to the Company’s knowledge, all registrations of such Company-Owned IP are valid and inventor(s), if any; the jurisdiction by or in which it has been issued, registered, or filed; the registration and application serial number; the issue, registration, or filing date; and the current statusenforceable. (b) The Seller owns Company or has adequate, valid, and enforceable rights to use all one of the Purchased Company Subsidiaries is the sole and exclusive owner of all material Company-Owned IP, free and clear of all Liens, Liens (other than Permitted Liens, and is not bound by any Law or other obligation materially restricting the Seller’s use of the Purchased IP). (c) All required filings Except as would not reasonably be expected to be material to business of the Company and fees related the Company Subsidiaries, taken as a whole, (i) the Company and the Company Subsidiaries have taken commercially reasonable measures to maintain in confidence all Trade Secrets and other Confidential Information constituting Company-Owned IP or otherwise possessed by the Company or any Company Subsidiary in connection with the businesses of the Company and the Company Subsidiaries, including by requiring each Person who has had access to such Trade Secrets and Confidential Information to execute an agreement that requires such Person to maintain the confidentiality of the same and (ii) to the SellerCompany’s registrations knowledge, there has been no unauthorized access to or disclosure of Intellectual Property have been timely filed with and paid to the relevant Governmental Bodies and authorized registrars, and all any such registrations are otherwise in good standingTrade Secrets or Confidential Information. (d) The Seller is not bound by As of the date of this Agreement, there are no Proceedings pending or, to the Company’s knowledge, threatened (including interference, re-examination, inter parties review, reissue, opposition, nullity or cancellation proceedings) (i) contesting the validity, ownership, scope or use of any outstanding judgmentCompany-Owned IP or (ii) against the Company or any Company Subsidiary alleging any infringement, injunctionmisappropriation or other violation of any Intellectual Property rights of any person. To the knowledge of the Company, order(i) neither the operation of the respective businesses of the Company and the Company Subsidiaries, or decree restricting nor the use of the Purchased Company-Owned IP by the Company or restricting any Company Subsidiary, infringes, misappropriates or otherwise violates, or has infringed, misappropriated, or otherwise violated, any Intellectual Property of any person and (ii) no person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated, or otherwise violated, any of the licensing thereof Company-Owned IP in any material respect. Neither the Company nor any of the Company Subsidiaries has received from or sent to any PersonPerson any written notice alleging any infringement, misappropriation or other violation of, including any invitations to license or desist from using any, Intellectual Property. (e) The conduct of the Business has not All past and does not infringe, violate, dilute, or misappropriate the Intellectual Property rights of any Person and there are no claims pending or, to the Knowledge of the Seller, threatened by any Person with respect to the ownership, validity, enforceability, effectiveness, or use of the Purchased IP. (f) To the Knowledge of the Seller, no Person is infringing, misappropriating, diluting, or otherwise violating any of the Purchased IP, and neither the Seller nor any Affiliate thereof has made or asserted any claim, demand, or notice against any Person alleging any such infringement, misappropriation, dilution, or other violation. (g) All personnel, including present employees, agents, consultants, and independent contractors, management employees, founders or other persons who have contributed tocreated, conceived or participated in, developed Intellectual Property for the conception Company or development, or both, of the Purchased IP a Company Subsidiary have executed valid and enforceable written instruments of assignment in favor agreements with the Company or one of the Seller as assignee that have conveyed Company Subsidiaries, and pursuant to which such persons assigned to the Seller effective ownership Company or the applicable Company Subsidiary all of the rightstheir entire right, title, title and interest in and to any Intellectual Property created, conceived or otherwise developed by such person in the course of and related to his, her or its relationship with the Company or the applicable Company Subsidiary, or such rights have been solely and exclusively assigned to the Company or one of the Company Subsidiaries by operation of law. To the Company’s knowledge, no such person (i) is in violation of any such agreement, (ii) owns any Intellectual Property used by or held for use by for Company or a Company Subsidiary or (iii) has made any claims with respect to, or has any right, license, claim or interest whatsoever in, such Intellectual Property. (hf) No royaltiesExcept as would not reasonably be expected to be material to the business of the Company and each of the Company Subsidiaries, commissionstaken as a whole, fees or other payments are or will become payable by the Buyer Company and each of the Company Subsidiaries, have complied with the terms of any licenses applicable to any Person Open Source Software used in any Business IP, including, providing all copyright notices and attributions required by reason such license agreements. To the Company’s knowledge, none of the exploitation Software that constitutes Company-Owned IP is combined with, derived from, distributed with or otherwise provided by or on behalf of the Company or any Purchased Asset Company Subsidiary with, any Open Source Software in a manner that that requires such Software constituting Company-Owned IP to be (i) made available or distributed in source code form, (ii) licensed for the purpose of making derivative works or (iii) redistributable at no charge. (g) Neither the Company nor any Company Subsidiary is bound by any agreement (including any source code escrow agreement) pursuant to which the Buyer Company or any Company Subsidiary is obligated to provide, and the execution Company and delivery the Company Subsidiaries have not provided, any person (other than employees or consultants of the Company involved in the development of Software on behalf of the Company and bound by appropriate confidentiality obligations pertaining thereto), any source code for any material Software that constitutes Company-Owned IP. The consummation of the transactions contemplated by this Agreement or any Transaction Document will not (and no event has occurred that would with or without notice or lapse of time or both) result in (i) the release of any such source code to any Person who is not, as of the date of this Agreement, an employee of the Company or Company Subsidiaries, (ii) any Person having or receiving any license, right, permission, covenant-not-to-sue or other authorization in or to any Company-Owned IP or (iii) to the Company’s knowledge, a material violation of any applicable Privacy Obligations. (h) Neither the Company nor any Company Subsidiary is now, or has ever been, a member or promoter of, or a contributor to, any industry standards body, standard setting organization or any similar organization that requires or obligates the Company or the Company Subsidiaries, to grant or offer to any Person any license or right to any Company-Owned IP. None of the Patents of the Company are subject to any contractual obligations to any patent pool that would limit or restrict the licensing or assertion of any Company-Owned IP. No Governmental Authority has any license or other rights in or to any Company-Owned IP. (i) The Purchased IP constitutes all Company and the Intellectual Property owned by Company Subsidiaries have each implemented commercially reasonable physical, technical, organizational and administrative data security safeguards consistent with the Seller general practice of entities in the industry in which the Company and the Company Subsidiaries operate designed to protect the security and integrity of the information technology systems used in connection with the operation of business of the Company and Company Subsidiaries (“IT Systems”), including any of any data stored thereon, including where applicable, implementing industry standard procedures designed to prevent unauthorized access and the introduction of any “drop dead device,” “time bomb,” virus, Trojan horse, worm, malware or other software routine or hardware component designed or intended to: (A) disrupt, disable, harm or otherwise impede in any material manner the operation of such IT Systems; or (B) damage or destroy any data or file without the user’s consent (individually, a “Contaminant” and collectively, “Contaminants”). To the Company’s knowledge, there is no Contaminant in any of the IT Systems. The IT Systems have not suffered any material failures or defects that is used by have not been remedied as of the Seller date of this Agreement. To the Company’s knowledge, there have been no material Security Breach of any of the IT Systems, including with respect to conduct the Business as currently conducted and proposed to be conductedany Sensitive Data stored thereon. (j) The Purchased IP is sufficient to conduct To the Business Company’s knowledge, (i) the Company and each of the Company Subsidiaries are in material compliance with applicable Privacy Obligations, and (ii) as currently conducted and proposed to be conductedof the date of this Agreement, no claims are pending or threatened in writing against the Company or any Company Subsidiary alleging a violation of any person’s privacy rights or any Privacy Obligations. (k) The Seller’s Company and each of the Company Subsidiaries have implemented and maintained a written information technology systems security program comprising appropriate administrative, physical and technical safeguards (i) that are sufficient fordesigned to protect against unauthorized access to or use of or loss of access to the Company and the Company Subsidiaries’ IT Systems and Sensitive Data, and operate (ii) consistent with the Company and perform as required in connection with, the operation Company Subsidiaries’ Privacy Obligations. The Company and the Company Subsidiaries use reasonable best efforts to train all employees and agents of and consultants of the Business, Company and the Seller has implemented commercially reasonable measures Company Subsidiaries who have access to or Process Personal Information of the Company and the Company Subsidiaries regarding compliance with respect to data the Company’s and information technology security, backup, the Company Subsidiaries’ applicable current written privacy and intrusion detection and preventionsecurity policies. (l) All IT Systems owned by the Company or any Company Subsidiary are in good working condition except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Seller Company has not soldtaken commercially reasonable steps to safeguard the confidentiality, licensedavailability, rented or otherwise made available to Third Parties any personal information submitted by individuals in connection with security and integrity of the Business or otherwise IT Systems and is in compliance with all applicable privacy LawsSoftware and hardware support arrangements. (m) The SellerTo the Company’s past and present collectionknowledge, use, retention, and dissemination no person has alleged or given written notice of personal information is, and has been in any Security Breach to the past, in compliance in all material respects with Company or any Company Subsidiary. None of the terms of all Contracts to which Company or the Seller is a party. (n) The Seller has implemented commercially reasonable policies, programs, and procedures (including administrative, technical, and physical safeguards): (i) to protect against unauthorized access, use, modification, and disclosure of and to protect the confidentiality, integrity, and security of, personal information and proprietary information in the Seller’s possession, custodyCompany Subsidiaries have notified, or control; and (ii) as to the Company’s knowledge, been required in all material respects by any Governmental Authority or Privacy Obligation to comply with applicable Law. (o) The Seller has not been subject to notify, any material unauthorized access to (or access in excess of authorization) the Seller’s information technology systems, or unauthorized use, disclosure, or other processing of personal information, and has not received any and is not aware person of any basis for claims, notices, Security Breach or complaints regarding the Seller’s information security practices or the disclosure, retention, or misuse compromise of any personal information, and, to Seller’s Knowledge, there has been no data security breaches that would constitute a breach for which notification to individuals and/or regulatory authorities is required under any applicable LawSensitive Data. (p) At the Closing, the Buyer will continue to have the right to use personal information collected or obtained by or on behalf of Seller, on terms and conditions identical to those on which the Seller had the right to use such personal information immediately prior to the Closing.

Intellectual Property and Privacy. (a) Section 3.07(aSchedule 4.11(a) sets forth, as of the Disclosure Schedules lists date hereof, a true and complete list of all Purchased IP, including whether or not the Purchased IP is owned by Seller and, if not, the nature of the Seller’s license to such Purchased IP (e.g., exclusive or non-exclusive, fee structure, duration, and territory). For all registered Company Registered Intellectual Property, including applications theretowhich list identifies, Section 3.07(a) for each item of the Disclosure Schedules shall specify as to eachCompany Registered Intellectual Property, as applicable: the title, mxxx, or design; the record owner and inventor(s)owner, if any; the jurisdiction by of registration or in which it has been issuedapplication, registered, or filed; the and all registration and application serial numbernumbers. To the knowledge of the Company, all of the Company Registered Intellectual Property is valid, in full force and effect. None of the material Company Registered Intellectual Property has expired or been cancelled, abandoned or otherwise terminated, and payment of all renewal and maintenance fees and expenses in respect thereof, and all filings related thereto, and any other actions required to maintain the material Company Registered Intellectual Property, have been duly made or taken; to the issueknowledge of the Company, registrationno interference, opposition, reissue, reexamination, or filing dateother proceeding is pending in which the scope, validity or enforceability of any material Company Registered Intellectual Property is being contested or challenged; and the current statusCompany has not received written notice that any material Company Registered Intellectual Property is invalid, unenforceable or being contested. (b) The Seller owns Either the Company or has adequate, validone of its Subsidiaries is the sole and exclusive owner of, and enforceable rights to use possesses all of right, title and interest in and to, the Purchased IP, Company Owned Intellectual Property free and clear of all Liens, other than Permitted Liens, and is not bound by any Law or other obligation materially restricting the Seller’s use of the Purchased IP. (c) All required filings and fees related Except as would not reasonably be expected to be material to the SellerCompany or the applicable Subsidiary whose business is allegedly infringing, misappropriating or violating, the conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party. There are no proceedings pending or, to the Company’s registrations knowledge, threatened in writing against the Company or any of its Subsidiaries by any third party claiming infringement, misappropriation or other violation of Intellectual Property have been timely filed with and paid Property. Except as set forth on Schedule 4.11(c) or as would not reasonably be expected to be material to the relevant Governmental Bodies Company or the applicable Subsidiary whose business is allegedly infringing, misappropriating or violating, within the three years preceding the date of this Agreement, the conduct of the Company’s and authorized registrarsits Subsidiaries’ business has not infringed, and all such registrations are misappropriated or otherwise in good standingviolated the Intellectual Property of any third party. To the knowledge of the Company, no third party is infringing, misappropriating or otherwise violating any Company Owned Intellectual Property. (d) The Seller is not bound by any outstanding judgmentCompany and its Subsidiaries have a valid license to use or otherwise have the lawful right to use, injunction, order, or decree restricting the use all of the Purchased IP or restricting Company Intellectual Property as used in the licensing thereof conduct of the business of the Company and its Subsidiaries. The Company and its Subsidiaries have taken commercially reasonable efforts to any Personmaintain and protect each item of Company Intellectual Property that is material to their business. (e) The conduct No director, officer or employee of the Business Company or any of its Subsidiaries has not any direct ownership interest in any of the Company Intellectual Property. Employees and does not infringe, violate, dilute, contractors of the Company and its Subsidiaries who create or misappropriate the develop any Intellectual Property in the course of their employment or provision of services for the Company or any of its Subsidiaries have assigned to the Company or its Subsidiary all of such employee’s or contractor’s rights in such Intellectual Property, and, without limiting the foregoing, all such employees and contractors have executed valid written agreements pursuant to which such Persons have assigned to the Company or its Subsidiary all of any Person such employees’ or contractors’ rights in and there are no claims pending orto such Intellectual Property that did not vest automatically in the Company or its Subsidiary by operation of law (and, in the case of contractors, to the Knowledge of the Seller, threatened by any Person with respect extent such Intellectual Property was intended to be proprietary to the ownership, validity, enforceability, effectiveness, Company or use of the Purchased IPits Subsidiary). (f) To The Company and each of its Subsidiaries is in material compliance with the Knowledge terms and conditions of all material licenses for Open Source Materials used by the Seller, no Person is infringing, misappropriating, diluting, Company or otherwise violating any of the Purchased IP, and neither the Seller nor its Subsidiaries in any Affiliate thereof has made or asserted any claim, demand, or notice against any Person alleging any such infringement, misappropriation, dilution, or other violationway. (g) All personnelNo Open Source Materials have been incorporated into, including employeescombined, agentsmade available, consultantsor distributed with, and contractorsor used in the delivery or provision of any Owned Company Software in a manner that requires or obligates the Company or any of its Subsidiaries to: (i) disclose, who have contributed distribute, or otherwise make available such Owned Company Software in source code form; (ii) license such Owned Company Software for the purpose of making derivative works; (iii) license such Owned Company Software at no charge; or (iv) grant a license to, or participated inrefrain from asserting or enforcing any of, the conception or development, or both, of the Purchased IP have executed valid and enforceable written instruments of assignment in favor of the Seller as assignee that have conveyed to the Seller effective ownership of the rights, title, and interest in and to such Intellectual Propertyits Patents. (h) No royaltiesThe IT Systems of the Company and its Subsidiaries operate and perform in all material respects as is necessary for the business of the Company and its Subsidiaries as currently conducted, commissionsand do not contain any material faults, fees viruses or other payments are hardware components designed to permit unauthorized access to or to disable or otherwise harm any computer systems or Software. To the knowledge of the Company, there has been no material failure of such IT Systems in the past two years which has not been fully resolved. There have been no unauthorized intrusions, access to or breaches of such IT Systems. The Company and its Subsidiaries have in place adequate security controls and disaster recovery plans and procedures for such IT Systems. Such IT Systems provide the operations of the Company and its Subsidiaries, including the internet websites and mobile applications provided to the Company’s customers, with sufficient redundancy and speed to meet industry standards relating to high availability and the Company has no reason to believe that such IT Systems will not operate or will become payable by not continue to be accessible to end users on a high availability basis after the Buyer to any Person by reason of the exploitation of any Purchased Asset by the Buyer or the execution and delivery of this Agreement or any Transaction AgreementClosing Date. (i) The Purchased IP constitutes Company and its Subsidiaries have a privacy policy (the “Company Privacy Policy”) regarding the collection and use of Personal Information, a true, correct and complete copy of which has been provided to Acquiror prior to the date hereof. Since December 31, 2017, the Company and its Subsidiaries have complied in all material respects with (i) all applicable Privacy Laws, (ii) the Intellectual Property owned by Company Privacy Policy, and (iii) all of the Seller that is used by Company’s and its Subsidiaries’ contractual obligations with respect to Personal Information. The execution, delivery and performance of the Seller Transactions do not violate the Company Privacy Policy as it currently exists and, upon Closing, Acquiror’s use of the Personal Information in the manner in which the Company and its Subsidiaries use the Personal Information immediately prior to conduct Closing will not violate any Privacy Laws. Neither the Business as currently conducted and proposed to be conductedCompany nor any of its Subsidiaries sells or, since December 31, 2017, has sold (for monetary or other consideration) Personal Information. (j) The Purchased IP is sufficient Company and its Subsidiaries have commercially reasonable security measures in place designed to conduct protect Personal Information stored in their IT Systems from loss, theft, misuse or unauthorized access, acquisition, interruption, alteration, modification, use, destruction, disclosure or other processing, or any other compromise of confidentiality, integrity, or availability of Personal Information (any such incident, a “Security Incident”). To the Business as currently conducted knowledge of the Company, since December 31, 2017, there have not been any Security Incidents or claims related to Security Incidents and proposed there are no information security or other vulnerabilities that are reasonably likely to be conductedcause a Security Incident. No Actions are pending or, to the knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries relating to the collection, use, processing or storage of Personal Information. (k) The Seller’s information technology systems are sufficient fordata inventory/record of processing activities of Company Personal Information provided to Acquiror as of October 16, 2020 is true, correct and operate and perform as required in connection withcomplete, the operation of the Business, and the Seller has implemented commercially reasonable measures including with respect to data and information technology security, backup, and intrusion detection and prevention. (l) The Seller has not sold, licensed, rented or otherwise made available to Third Parties any personal information submitted by individuals in connection with the Business or otherwise and is in compliance with all applicable privacy Laws. (m) The Seller’s past and present collection, use, retention, and dissemination of personal information is, and has been in the past, in compliance in all material respects with the terms of all Contracts to which the Seller is a party. (n) The Seller has implemented commercially reasonable policies, programs, and procedures (including administrative, technical, and physical safeguards): (i) to protect against unauthorized access, use, modification, and disclosure of and to protect the confidentiality, integrity, and security of, personal information and proprietary information countries in the Seller’s possession, custody, or controlwhich Company Personal Information is stored; and (ii) the third parties with whom the Company may share, disclose or otherwise make available the Company Personal Information, each as required set out in Schedule 4.11(k). For the avoidance of doubt, all material respects to comply with applicable LawCompany Personal Information is an asset that will be transferred as part of the Merger, as contemplated by section 1798.140(t)(2)(D) of the California Consumer Privacy Act. (o) The Seller has not been subject to any material unauthorized access to (or access in excess of authorization) the Seller’s information technology systems, or unauthorized use, disclosure, or other processing of personal information, and has not received any and is not aware of any basis for claims, notices, or complaints regarding the Seller’s information security practices or the disclosure, retention, or misuse of any personal information, and, to Seller’s Knowledge, there has been no data security breaches that would constitute a breach for which notification to individuals and/or regulatory authorities is required under any applicable Law. (p) At the Closing, the Buyer will continue to have the right to use personal information collected or obtained by or on behalf of Seller, on terms and conditions identical to those on which the Seller had the right to use such personal information immediately prior to the Closing.

Intellectual Property and Privacy. (a) As of the date of this Agreement, Section 3.07(a5.13(a) of the Company Disclosure Schedules lists Schedule contains a true and complete list of all Purchased IP, including whether or not the Purchased IP is owned by Seller and, if not, the nature of the Seller’s license to such Purchased Registered Intellectual Property constituting Company-Owned IP (e.g., exclusive or non-exclusive, fee structure, duration, and territory). For all registered Intellectual Property, including applications thereto, Section 3.07(a) of the Disclosure Schedules shall specify as to showing in each, as applicable: , the titlerecord owner, mxxxjurisdiction in which such item has been issued or filed, filing date, date of issuance, expiration date and registration or application number, and registrar). The Company and the Company Subsidiaries do not own any material unregistered Trademarks. The Company-Owned IP specified in, or design; required to be specified in, Section 5.13(a) of the record owner Company Disclosure Schedule is subsisting and, to the Company’s knowledge, all registrations of such Company-Owned IP are valid and inventor(s), if any; the jurisdiction by or in which it has been issued, registered, or filed; the registration and application serial number; the issue, registration, or filing date; and the current statusenforceable. (b) The Seller owns Company or has adequate, valid, and enforceable rights to use all one of the Purchased Company Subsidiaries is the sole and exclusive owner of all material Company-Owned IP, free and clear of all Liens, Liens (other than Permitted Liens, and is not bound by any Law or other obligation materially restricting the Seller’s use of the Purchased IP). (c) All required filings Except as would not reasonably be expected to be material to business of the Company and fees related the Company Subsidiaries, taken as a whole, (i) the Company and the Company Subsidiaries have taken commercially reasonable measures to maintain in confidence all Trade Secrets and other Confidential Information constituting Company-Owned IP or otherwise possessed by the Company or any Company Subsidiary in connection with the businesses of the Company and the Company Subsidiaries, including by requiring each Person who has had access to such Trade Secrets and Confidential Information to execute an agreement that requires such Person to maintain the confidentiality of the same and (ii) to the SellerCompany’s registrations knowledge, there has been no unauthorized access to or disclosure of Intellectual Property have been timely filed with and paid to the relevant Governmental Bodies and authorized registrars, and all any such registrations are otherwise in good standingTrade Secrets or Confidential Information. (d) The Seller is not bound by any outstanding judgmentAs of the date of this Agreement, injunctionthere are no Proceedings pending or, orderto the Company’s knowledge, threatened (including interference, re-examination, inter parties review, reissue, opposition, nullity, or decree restricting cancellation proceedings) (i) contesting the validity, ownership, scope, or use of any Company-Owned IP or (ii) against the Company or any Company Subsidiary alleging any infringement, misappropriation, or other violation of any Intellectual Property rights of any person. To the knowledge of the Company, (i) neither the operation of the respective businesses of the Company and the Company Subsidiaries, nor the use of the Purchased Company-Owned IP by the Company or restricting any Company Subsidiary, infringes, misappropriates or otherwise violates, or has infringed, misappropriated, or otherwise violated, any Intellectual Property of any person and (ii) no person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated, or otherwise violated, any of the licensing thereof Company-Owned IP in any material respect. Neither the Company nor any of the Company Subsidiaries has received from or sent to any PersonPerson any written notice alleging any infringement, misappropriation, or other violation of, including any invitations to license or desist from using any, Intellectual Property. (e) The conduct of the Business has not All past and does not infringe, violate, dilute, or misappropriate the Intellectual Property rights of any Person and there are no claims pending or, to the Knowledge of the Seller, threatened by any Person with respect to the ownership, validity, enforceability, effectiveness, or use of the Purchased IP. (f) To the Knowledge of the Seller, no Person is infringing, misappropriating, diluting, or otherwise violating any of the Purchased IP, and neither the Seller nor any Affiliate thereof has made or asserted any claim, demand, or notice against any Person alleging any such infringement, misappropriation, dilution, or other violation. (g) All personnel, including present employees, agents, consultants, and independent contractors, management employees, founders or other persons who have contributed tocreated, conceived or participated in, developed Intellectual Property for the conception Company or development, or both, of the Purchased IP a Company Subsidiary have executed valid and enforceable written instruments of assignment in favor agreements with the Company or one of the Seller as assignee that have conveyed Company Subsidiaries, and pursuant to which such persons assigned to the Seller effective ownership Company or the applicable Company Subsidiary all of the rightstheir entire right, title, and interest in and to any Intellectual Property created, conceived or otherwise developed by such person in the course of and related to his, her or its relationship with the Company or the applicable Company Subsidiary, or such rights have been solely and exclusively assigned to the Company or one of the Company Subsidiaries by operation of law. To the Company’s knowledge, no such person (i) is in violation of any such agreement, (ii) owns any Intellectual Property used by or held for use by for Company or a Company Subsidiary, or (iii) has made any claims with respect to, or has any right, license, claim or interest whatsoever in, such Intellectual Property. (hf) No royaltiesExcept as would not reasonably be expected to be material to the business of the Company and each of the Company Subsidiaries, commissionstaken as a whole, fees or other payments are or will become payable by the Buyer Company and each of the Company Subsidiaries, have complied with the terms of any licenses applicable to any Person Open Source Software used in any Business IP, including, providing all copyright notices and attributions required by reason such license agreements. To the Company’s knowledge, none of the exploitation Software that constitutes Company-Owned IP is combined with, derived from, distributed with or otherwise provided by or on behalf of the Company or any Purchased Asset Company Subsidiary with, any Open Source Software in a manner that that requires such Software constituting Company-Owned IP to be (i) made available or distributed in source code form, (ii) licensed for the purpose of making derivative works, or (iii) redistributable at no charge. (g) Neither the Company nor any Company Subsidiary is bound by any agreement (including any source code escrow agreement) pursuant to which the Buyer Company or any Company Subsidiary is obligated to provide, and the execution Company and delivery the Company Subsidiaries have not provided, any person (other than employees or consultants of the Company involved in the development of Software on behalf of the Company and bound by appropriate confidentiality obligations pertaining thereto), any source code for any material Software that constitutes Company-Owned IP. The consummation of the transactions contemplated by this Agreement or any Transaction Document will not (and no event has occurred that would with or without notice or lapse of time or both) result in (i) the release of any such source code to any Person who is not, as of the date of this Agreement, an employee of the Company or Company Subsidiaries, (ii) any Person having or receiving any license, right, permission, covenant-not-to-xxx or other authorization in or to any Company-Owned IP, or (iii) to the Company’s knowledge, a material violation of any applicable Privacy Obligations. (h) Neither the Company nor any Company Subsidiary is now, or has ever been, a member or promoter of, or a contributor to, any industry standards body, standard setting organization or any similar organization that requires or obligates the Company or the Company Subsidiaries, to grant or offer to any Person any license or right to any Company-Owned IP. None of the Company Patents is subject to any contractual obligations to any patent pool that would limit or restrict the licensing or assertion of any Company-Owned IP. No Governmental Authority has any license or other rights in or to any Company-Owned IP. (i) The Purchased IP constitutes all Company and the Intellectual Property owned by Company Subsidiaries have each implemented commercially reasonable physical, technical, organizational and administrative data security safeguards consistent with the Seller general practice of entities who validate transactions on blockchain designed to protect the security and integrity of the information technology systems used in connection with the operation of business of the Company and Company Subsidiaries (“IT Systems”), including any of any data stored thereon, including where applicable, implementing industry standard procedures designed to prevent unauthorized access and the introduction of any “drop dead device,” “time bomb,” virus, Trojan horse, worm, malware or other software routine or hardware component designed or intended to: (A) disrupt, disable, harm or otherwise impede in any material manner the operation of such IT Systems; or (B) damage or destroy any data or file without the user’s consent (collectively, “Contaminants”). To the Company’s knowledge, there is no Contaminant in any of the IT Systems. The IT Systems have not suffered any material failures or defects that is used by have not been remedied as of the Seller date of this Agreement. To the Company’s knowledge, there have been no material Security Breach of any of the IT Systems, including with respect to conduct the Business as currently conducted and proposed to be conductedany Sensitive Data stored thereon. (j) The Purchased IP is sufficient to conduct To the Business Company’s knowledge, (i) the Company and each of the Company Subsidiaries are in material compliance with applicable Privacy Obligations, and (ii) as currently conducted and proposed to be conductedof the date of this Agreement, no claims are pending or threatened in writing against the Company or any Company Subsidiary alleging a violation of any person’s privacy rights or any Privacy Obligations. (k) The Seller’s Company and each of the Company Subsidiaries have implemented and maintained a written information technology systems are sufficient forsecurity program comprising appropriate administrative, physical, and operate technical safeguards (i) that are designed to protect against unauthorized access to or use of or loss of access to the Company and perform as required in connection withthe Company Subsidiaries’ IT Systems and Sensitive Data, and (ii) consistent with the operation Company and the Company Subsidiaries’ Privacy Obligations. The Company and the Company Subsidiaries use commercially reasonable efforts to train all employees and agents of and consultants of the Business, Company and the Seller has implemented commercially reasonable measures Company Subsidiaries who have access to or Process Personal Information of the Company and the Company Subsidiaries regarding compliance with respect to data the Company’s and information technology security, backup, the Company Subsidiaries’ applicable current written privacy and intrusion detection and preventionsecurity policies. (l) All IT Systems owned by the Company or any Company Subsidiary are in good working condition except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Seller Company has not soldtaken commercially reasonable steps to safeguard the confidentiality, licensedavailability, rented or otherwise made available to Third Parties any personal information submitted by individuals in connection with security, and integrity of the Business or otherwise IT Systems and is in compliance with all applicable privacy LawsSoftware and hardware support arrangements. (m) The Seller’s past and present collection, use, retention, and dissemination No person has alleged or given written notice of personal information is, and has been in any Security Breach to the past, in compliance in all material respects with Company or any Company Subsidiary. None of the terms of all Contracts to which Company or the Seller is a party. (n) The Seller has implemented commercially reasonable policies, programs, and procedures (including administrative, technical, and physical safeguards): (i) to protect against unauthorized access, use, modification, and disclosure of and to protect the confidentiality, integrity, and security of, personal information and proprietary information in the Seller’s possession, custodyCompany Subsidiaries have notified, or control; and (ii) as to the Company’s knowledge been required in all material respects by any Governmental Authority or Privacy Obligation to comply with applicable Law. (o) The Seller has not been subject to notify, any material unauthorized access to (or access in excess of authorization) the Seller’s information technology systems, or unauthorized use, disclosure, or other processing of personal information, and has not received any and is not aware person of any basis for claims, notices, Security Breach or complaints regarding the Seller’s information security practices or the disclosure, retention, or misuse compromise of any personal information, and, to Seller’s Knowledge, there has been no data security breaches that would constitute a breach for which notification to individuals and/or regulatory authorities is required under any applicable LawSensitive Data. (p) At the Closing, the Buyer will continue to have the right to use personal information collected or obtained by or on behalf of Seller, on terms and conditions identical to those on which the Seller had the right to use such personal information immediately prior to the Closing.

Intellectual Property and Privacy. (a) Section 3.07(a3.14(a) of the Company Disclosure Schedules Letter lists all Purchased IP, including whether or not Intellectual Property registered with any Governmental Entity (and all applications for any of the Purchased IP foregoing) that is owned by Seller and, if notthe Company or the Company Subsidiaries (collectively, the nature of the Seller’s license to such Purchased IP (e.g., exclusive or non-exclusive, fee structure, duration, and territory“Registered IP”). For all registered Intellectual Property, including applications thereto, Section 3.07(a) of the Disclosure Schedules shall specify as to each, as applicable: the title, mxxx, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has been issued, registered, or filed; the registration and application serial number; the issue, registration, or filing date; and the current status. (b) The Seller owns Except as, individually or in the aggregate, has adequatenot had and would not reasonably be expected to have a Company Material Adverse Effect, valid, (i) the Company and enforceable rights to use all of the Purchased IPCompany Subsidiaries exclusively own the Owned Intellectual Property, free and clear of all Liens, other than Permitted Liens, Liens (including claims of current and is not bound by any Law or other obligation materially restricting the Seller’s use of the Purchased IP. (c) All required filings former employees and fees related to the Seller’s registrations of Intellectual Property have been timely filed with and paid to the relevant Governmental Bodies and authorized registrarscontractors), and all such registrations and applications for Registered IP are otherwise in good standing. (d) The Seller is not bound by any outstanding judgment, injunction, order, or decree restricting the use of the Purchased IP or restricting the licensing thereof to any Person. (e) The conduct of the Business has not subsisting and does not infringe, violate, dilute, or misappropriate the Intellectual Property rights of any Person and there are no claims pending orunexpired and, to the Knowledge of the SellerCompany, threatened by valid and enforceable; (ii) the operation of the Company’s and the Company Subsidiaries’ businesses does not infringe, misappropriate or otherwise violate (“Infringe”) (and has not done so since January 1, 2017) the Intellectual Property or other proprietary rights of any other Person with respect and, since January 1, 2017, no Person has alleged the same in writing (including in “cease and desist” letters, invitations to take a patent license or statutory “takedown” notices), other than claims that have since been resolved without material liability; (iii) since January 1, 2017, no Person has made a compliant in writing to the ownershipCompany or the Company Subsidiaries as to the advertising, validity, enforceability, effectiveness, marketing or use privacy practices of the Purchased IP. Company or the Company Subsidiaries, other than claims that have since been resolved without material liability or that would not result in material liability even if unresolved; (fiv) To to the Knowledge of the SellerCompany, no Person is infringingInfringing any Owned Intellectual Property or Intellectual Property exclusively licensed to the Company or the Company Subsidiaries; (v) since January 1, misappropriating2017, dilutingno Person has demanded in writing that the Company or the Company Subsidiaries remove from their systems or services and/or pay royalties for (other than royalties due under existing written agreements) any content in which such Person has or claims rights; (vi) no third Person has the current or contingent right to access or possess any material proprietary source code of the Company or the Company Subsidiaries; and (vii) the Company and the Company Subsidiaries’ material proprietary software does not contain and is not distributed, conveyed or otherwise violating used together with any of the Purchased IP, and neither the Seller nor “open source” or similar software in any Affiliate thereof has made or asserted any claim, demand, or notice against any Person alleging manner that would require any such infringementmaterial proprietary source code to be licensed or made available to others if the applicable software is conveyed, misappropriation, dilution, distributed or other violationmade available to others. (gc) All personnelExcept as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries take, and since January 1, 2017 have taken, actions to maintain and protect (i) the integrity, security and continuous operation of IT Assets owned or, to Knowledge of the Company, controlled by the Company or the Company Subsidiaries and used in the operation of their business, and, to the Knowledge of the Company, there have been no material breaches, violations, unplanned outages or unauthorized uses of same; (ii) all nonpublic sensitive data relating to the Company and the Company Subsidiaries’ current and former subscribers and customers (including trial subscribers and customers), including employeesany Private Data; (iii) their trade secrets and confidential information included in the Owned Intellectual Property; and (iv) their qualification for the “safe harbors” of the U.S. Digital Millennium Copyright Act, agents, consultants17 U.S.C. § 512, and contractorsthe U.S. Communications Decency Act, who have contributed to, or participated in, 47 U.S.C. § 230 (the conception or development, or both, of the Purchased “IP have executed valid and enforceable written instruments of assignment in favor of the Seller as assignee that have conveyed to the Seller effective ownership of the rights, title, and interest in and to such Intellectual PropertySafe Harbors”). (hd) No royaltiesExcept as, commissionsindividually or in the aggregate, fees or other payments are or will become payable has not had and would not reasonably be expected to have a Company Material Adverse Effect, all IT Assets owned or, to Knowledge of the Company, controlled by the Buyer to any Person by reason of the exploitation of any Purchased Asset by the Buyer or the execution Company and delivery of this Agreement or any Transaction Agreement. (i) The Purchased IP constitutes all the Intellectual Property owned by the Seller that is used by the Seller to conduct the Business as currently conducted and proposed to be conducted. (j) The Purchased IP is sufficient to conduct the Business as currently conducted and proposed to be conducted. (k) The Seller’s information technology systems are sufficient for, and operate and perform as required in connection with, the operation of the Business, Company and the Seller has implemented commercially reasonable measures with respect to data and information technology security, backup, and intrusion detection and prevention. (l) The Seller has not sold, licensed, rented or otherwise made available to Third Parties any personal information submitted by individuals in connection with the Business or otherwise and is in compliance with all applicable privacy Laws. (m) The Seller’s past and present collection, use, retention, and dissemination of personal information is, and has been in the past, in compliance in all material respects with the terms of all Contracts to which the Seller is a party. (n) The Seller has implemented commercially reasonable policies, programs, and procedures (including administrative, technical, and physical safeguards): Company Subsidiaries’ business (i) to protect against unauthorized accessare free from any material defect, usebug, modificationvirus, and disclosure of and to protect the confidentialitymalware, integrity, and security of, personal information and proprietary information in the Seller’s possession, custody, error or control; other corruptant and (ii) as required operate in all material respects to comply compliance with applicable Lawtheir documentation. (o) The Seller has not been subject to any material unauthorized access to (or access in excess of authorization) the Seller’s information technology systems, or unauthorized use, disclosure, or other processing of personal information, and has not received any and is not aware of any basis for claims, notices, or complaints regarding the Seller’s information security practices or the disclosure, retention, or misuse of any personal information, and, to Seller’s Knowledge, there has been no data security breaches that would constitute a breach for which notification to individuals and/or regulatory authorities is required under any applicable Law. (p) At the Closing, the Buyer will continue to have the right to use personal information collected or obtained by or on behalf of Seller, on terms and conditions identical to those on which the Seller had the right to use such personal information immediately prior to the Closing.

Intellectual Property and Privacy. (a) Section 3.07(a) A Seller Entity or a member of the Disclosure Schedules lists Acquired Group exclusively owns all Purchased IPright, including whether or not the Purchased IP is owned by Seller and, if not, the nature of the Seller’s license to such Purchased IP (e.g., exclusive or non-exclusive, fee structure, duration, title and territory). For all registered Intellectual Property, including applications thereto, Section 3.07(a) of the Disclosure Schedules shall specify as to each, as applicable: the title, mxxx, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has been issued, registered, or filed; the registration and application serial number; the issue, registration, or filing date; and the current status. (b) The Seller owns or has adequate, valid, and enforceable rights to use all of the Purchased IPinterest in, free and clear of all Liens, Liens (other than Permitted Liens), all Company Owned Intellectual Property; provided that the foregoing representation and warranty is made to the Knowledge of Seller with respect to any Archived Copyrights. The Company Owned Intellectual Property, together with the Intellectual Property to be licensed to the Purchasers as of the Initial Closing under the Patent and Technology License Agreement and Trademark License Agreement or otherwise made available to the Purchasers as of the Initial Closing under the Transition Services Agreement or Supply Agreement, constitutes all Intellectual Property owned by Seller and its Affiliates and used in, held for use in, or necessary for the conduct of the Business as currently conducted and currently proposed to be conducted. Neither the execution, delivery or performance of this Agreement or the other Transaction Documents, nor the consummation of the Transactions, will result in the loss, limitation, termination or other impairment of, or trigger any requirement to pay additional royalties or other consideration for the continued used by the Purchasers or any member of the Acquired Group of (i) any Intellectual Property of a third party used or held for use in and material to the Business or (ii) any Intellectual Property owned by a Seller Entity or any member of the Acquired Group used or held for use in the Business (other than Intellectual Property that is not material to any business unit of the Business or material to the operation of the Business within any jurisdiction); provided that the foregoing representation and warranty is made to the Knowledge of Seller with respect to any Archived Copyrights. (b) Section 2.10(b) of the Disclosure Schedule sets forth a true and complete list of all issued and applied-for patents, registered and applied-for Marks, registered Copyrights, and is not bound by any Law or other obligation materially restricting Internet Properties included in the Seller’s use Company Owned Intellectual Property (the “Company Registered Intellectual Property”), listing for each such item, as applicable, (i) the identity of the Purchased IPcurrent assignee or record owner (and if different, beneficial owner), (ii) the date and jurisdiction in which such item has been issued, registered or filed, (iii) the registration, patent and/or application number, (iv) the current status and (v) as of the date hereof, any filings or fees that must be filed or paid to a Governmental Entity within thirty (30) days following August 31, 2024 to maintain the applicable Company Registered Intellectual Property. The Company Registered Intellectual Property is subsisting, enforceable and, to the Knowledge of Seller, valid. Neither Seller nor any of its Affiliates (other than members of the Acquired Group) owns any to material software that is used in the Business. (c) All required filings and fees No claim or action is pending or threatened in writing and, since January 1, 2021, neither Seller nor any of its Affiliates (including the members of the Acquired Group) has received any written notice or claim by any Person challenging the ownership, validity, enforceability or registration of any Company Owned Intellectual Property (other than ordinary course office actions related to the Seller’s registrations prosecution of an application for the registration or issuance of any item of Company Owned Intellectual Property have been timely filed with and paid Property). Neither Seller nor any of its Affiliates (including the members of the Acquired Group) is subject to the relevant Governmental Bodies and authorized registrarsany outstanding judgment, and all such registrations are otherwise award, settlement, directive, decree, order, writ, Injunction or agreement, in good standingeach case, that adversely affects, in any material respect, their use or practice of or rights in or to any Company Owned Intellectual Property. (d) The Seller is not bound by any outstanding judgment, injunction, order, or decree restricting the use of the Purchased IP or restricting the licensing thereof to any Person. (e) The conduct of the Business has not and as presently conducted does not infringe, misappropriate, dilute or otherwise violate, diluteand since January 1, 2021 has not infringed, misappropriated, diluted or misappropriate otherwise violated, the Intellectual Property rights of any other Person. No claim or action is pending or threatened in writing and, since January 1, 2021, neither Seller nor any of its Affiliates (including the members of the Acquired Group) has received any written notice or claim, alleging that the conduct of the Business has infringed, misappropriated, diluted or otherwise violated any Intellectual Property rights of any other Person and there are no (other than notices, claims pending oror actions that would not, individually or in the aggregate, reasonably be expected to impair the value of the Company Owned Intellectual Property, limit the Business’s use of the Company Owned Intellectual Property, or result in material liability to the Knowledge Business or to Purchaser or any member of the SellerAcquired Group, threatened by any Person in each case, except with respect to the ownership“Champion”, validity“Gear for Sports”, enforceability“Alternative Apparel”, effectiveness“C9”, or use of the Purchased IP. (f) To the Knowledge of the Seller“GTM”, no Person is infringing, misappropriating, diluting, or otherwise violating any of the Purchased IP“Duofold”, and neither the Seller nor any Affiliate thereof has made or asserted any claim, demand, or notice against any Person alleging any such infringement, misappropriation, dilution, or other violation“Knights Apparel” Marks). (g) All personnel, including employees, agents, consultants, and contractors, who have contributed to, or participated in, the conception or development, or both, of the Purchased IP have executed valid and enforceable written instruments of assignment in favor of the Seller as assignee that have conveyed to the Seller effective ownership of the rights, title, and interest in and to such Intellectual Property. (h) No royalties, commissions, fees or other payments are or will become payable by the Buyer to any Person by reason of the exploitation of any Purchased Asset by the Buyer or the execution and delivery of this Agreement or any Transaction Agreement. (i) The Purchased IP constitutes all the Intellectual Property owned by the Seller that is used by the Seller to conduct the Business as currently conducted and proposed to be conducted. (j) The Purchased IP is sufficient to conduct the Business as currently conducted and proposed to be conducted. (k) The Seller’s information technology systems are sufficient for, and operate and perform as required in connection with, the operation of the Business, and the Seller has implemented commercially reasonable measures with respect to data and information technology security, backup, and intrusion detection and prevention. (l) The Seller has not sold, licensed, rented or otherwise made available to Third Parties any personal information submitted by individuals in connection with the Business or otherwise and is in compliance with all applicable privacy Laws. (m) The Seller’s past and present collection, use, retention, and dissemination of personal information is, and has been in the past, in compliance in all material respects with the terms of all Contracts to which the Seller is a party. (n) The Seller has implemented commercially reasonable policies, programs, and procedures (including administrative, technical, and physical safeguards): (i) to protect against unauthorized access, use, modification, and disclosure of and to protect the confidentiality, integrity, and security of, personal information and proprietary information in the Seller’s possession, custody, or control; and (ii) as required in all material respects to comply with applicable Law. (o) The Seller has not been subject to any material unauthorized access to (or access in excess of authorization) the Seller’s information technology systems, or unauthorized use, disclosure, or other processing of personal information, and has not received any and is not aware of any basis for claims, notices, or complaints regarding the Seller’s information security practices or the disclosure, retention, or misuse of any personal information, and, to Seller’s Knowledge, there has been no data security breaches that would constitute a breach for which notification to individuals and/or regulatory authorities is required under any applicable Law. (p) At the Closing, the Buyer will continue to have the right to use personal information collected or obtained by or on behalf of Seller, on terms and conditions identical to those on which the Seller had the right to use such personal information immediately prior to the Closing.