Common use of Intellectual Property and Technology Clause in Contracts

Intellectual Property and Technology. (a) Schedule 3.9(a) of the Disclosure Schedule sets forth a true, correct and complete list of all registrations or applications included in the Owned Intellectual Property. The Company and the Subsidiaries, as applicable, have sufficient title and ownership of, licenses for, or other valid rights to use, all Intellectual Property used in their respective businesses as presently conducted. Except as set forth on Schedule 3.9(a) of the Disclosure Schedule, the Company and the Subsidiaries are the sole and exclusive owners of the Owned Intellectual Property, and except as set forth on Schedule 3.9(a) of the Disclosure Schedule, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership of interests of any kind with any third party relating to any Owned Intellectual Property. (b) The conduct of the business of the Company and the Subsidiaries as presently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party, except for such infringements, misappropriations or violations which would not be materially adverse to the Company and its Subsidiaries, taken as a whole. To the Knowledge of the Knowledgeable Sellers, neither the Company nor any of the Subsidiaries has received any material claim or demand, and no material Action is pending or, to the Knowledge of the Knowledgeable Sellers, threatened against the Company or any of the Subsidiaries, (i) alleging that the Company or any of the Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property owned by a third party or (ii) challenging the validity, registrability, enforceability or ownership of, or the right of the Company or the Subsidiaries to use, any Owned Intellectual Property. (c) To the Knowledge of the Knowledgeable Sellers, no third party is infringing, misappropriating or otherwise violating any Owned Intellectual Property. Since January 1, 2006, neither the Company nor any Subsidiary has brought or threatened a material claim against any third party (i) alleging that such third party is infringing, misappropriating or otherwise violating any Owned Intellectual Property or (ii) challenging such third party’s ownership or use, or the validity, registrability, or enforceability, of such third party’s Intellectual Property. (d) Schedule 3.9(d) of the Disclosure Schedule sets forth a true, correct and complete list, and brief description of, all material Software included in the Owned Intellectual Property. To the Knowledge of the Knowledgeable Sellers, the Software is sufficient to operate the business of the Company and its Subsidiaries without material disruption as of the date hereof. (e) To the Knowledge of the Knowledgeable Sellers, none of the Company’s or the Subsidiaries’ respective Key Employees is obligated under any Contract, or subject to any judgment, decree or order of any court or administrative agency or industry organization or association, that would materially interfere with the use of his or her best efforts to promote the interests of the Company or the Subsidiaries, or that would materially conflict with the Company’s current business or the business of any of the Subsidiaries as presently conducted. For all purposes of this Agreement, “Key Employee” means an employee of the Company or its Subsidiary whose annual base salary is in excess of $100,000.

Intellectual Property and Technology. (a) Schedule 3.9(a) of the Disclosure Schedule 6.10 sets forth a true, ------------------------------------ ------------- complete and correct and complete list of all registrations or applications included in the Owned Intellectual Property. The Company and the Subsidiaries, as applicable, have sufficient title and ownership of, licenses for, or other valid rights to use, all Intellectual Property used in their respective businesses as presently conducted(other than Technology and Proprietary Information) of the Purchaser and HCC, including the Software Products and Web Sites, and all other computer software, programs and code owned by or licensed to the Purchaser and HCC. Except as specifically set forth on Schedule 3.9(a6.10 hereto: ------------- (a) The Purchaser and HCC own all legally enforceable right, title and interest to all Intellectual Property necessary to conduct their businesses as they are currently being conducted, free and clear of all Encumbrances and without obligation to pay any royalties, license fees or other amounts to any other Person. (b) To the knowledge of the Disclosure SchedulePurchaser and HCC, the Company and the Subsidiaries are the sole and exclusive owners there is no unauthorized use, disclosure, infringement or misappropriation by any third party, including any employee or former employee of the Owned Purchaser and HCC, of any Intellectual Property of the Purchaser and HCC, or of any right of any third party in Intellectual Property licensed by or through the Purchaser and HCC. The Purchaser and HCC have no agreement to indemnify any individual or entity against any charge of infringement of any Intellectual Property, other than indemnification provisions normal and usual for the Purchaser's and HCC's industry contained in purchase orders or license agreements arising in the ordinary course of business. The Purchaser and HCC have not received (nor does the Purchaser and HCC have any knowledge of) any notice, claim or allegation from any Person questioning the right of the Purchaser or HCC to unconditionally use, possess, transfer, convey or otherwise dispose of any Intellectual Property (other than the Licensed Intellectual Property) or questioning the right of the Purchaser or HCC to use any Licensed Intellectual Property. No governmental agency or authority has disputed the Purchaser's or HCC's right to obtain or continue registration of any Intellectual Property where the Purchaser or HCC have applied for such registration, except as set forth where such dispute has been resolved in favor of issuing or continuing such registration. To the knowledge of the Purchaser and HCC, the Purchaser's and HCC's use of the Intellectual Property in their respective businesses, past and present, has not and does not violate, interfere with or infringe upon the rights of any other Person nor does such use by the Purchaser or HCC constitute a breach of any agreement, obligation, promise or commitment by which the Purchaser or HCC may be bound or constitute a violation of any laws, regulations, ordinances, codes or statutes in any jurisdiction. (c) There is no interference, opposition, cancellation, reexamination or other contest, proceeding, action, suit, hearing, investigation, charge, complaint, demand, notice, claim, dispute nor any claim of infringement, misappropriation or other violation by the Purchaser and HCC of any Intellectual Property or other proprietary rights of any other Person pending or, to the knowledge of the Purchaser and HCC or (following a reasonable investigation), threatened against the Purchaser and HCC. (d) Except for the agreements described on Schedule 3.9(a) 6.10(d), no ---------------- licenses or other rights have been granted by the Purchaser or HCC, and neither the Purchaser nor HCC has any obligation to grant any licenses or other rights, with respect to any Intellectual Property of the Disclosure SchedulePurchaser or HCC. Except as described on Schedule 6.10(d), there are no outstanding options, licenses, agreements, claims, encumbrances claims have been made by or shared ownership of interests against the ---------------- Purchaser or HCC for any violation or infringement by others of any kind rights with any third party relating respect to any Owned Intellectual Property. (be) The Purchaser and HCC have all rights in the Intellectual Property necessary to conduct the business as it is currently conducted by the Purchaser and HCC. (f) All statements and representations made by the Purchaser and HCC in any pending Intellectual Property applications, filings or registrations were true in all material respects as of the business time they were made. No registered copyright, trademark, service xxxx or patent used in the Business has lapsed, expired or been abandoned or canceled, or is subject to any injunction, judgment, order, decree, ruling or charge or is subject to any pending or threatened oppositions, cancellations, interferences or other proceedings before the United States Patent and Trademark Office, the Trademark Trials and Appeals Board, the United States Copyright Office or in any other registration authority in any country. (g) Neither the Purchaser nor HCC is aware of any prior art or other information relating to any application included in the Company and the Subsidiaries as presently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party, except for such infringements, misappropriations or violations which would not be materially adverse to the Company Purchaser and its Subsidiaries, taken as a whole. To the Knowledge of the Knowledgeable Sellers, neither the Company nor any of the Subsidiaries has received any material claim or demand, and no material Action is pending or, to the Knowledge of the Knowledgeable Sellers, threatened against the Company or any of the Subsidiaries, (i) alleging that the Company or any of the Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property owned by a third party or (ii) challenging the validity, registrability, enforceability or ownership ofHCC, or the right of the Company or the Subsidiaries to use, any Owned Intellectual Property. (c) To the Knowledge of the Knowledgeable Sellers, no third party is infringing, misappropriating or otherwise violating any Owned Intellectual Property. Since January 1, 2006, neither the Company nor any Subsidiary has brought or threatened a material claim against any third party (i) alleging that subject matter disclosed in such third party is infringing, misappropriating or otherwise violating any Owned Intellectual Property or (ii) challenging such third party’s ownership or use, or the validity, registrability, or enforceability, of such third party’s Intellectual Property. (d) Schedule 3.9(d) of the Disclosure Schedule sets forth a true, correct and complete list, and brief description of, all material Software included in the Owned Intellectual Property. To the Knowledge of the Knowledgeable Sellers, the Software is sufficient to operate the business of the Company and its Subsidiaries without material disruption as of the date hereof. (e) To the Knowledge of the Knowledgeable Sellers, none of the Company’s or the Subsidiaries’ respective Key Employees is obligated under any Contract, or subject to any judgment, decree or order of any court or administrative agency or industry organization or associationapplications, that would materially interfere with be reasonably likely to cause the use of his applications or her best efforts any claim set forth therein to promote be rejected, in whole or in part, by the interests of the Company United States Patent and Trademark Office or the Subsidiariesits representative, or that would materially conflict in any way adversely affect any international application filed in accordance with Chapter II of the Patent Cooperation Treaty or any other national or multi-national patent application filed within one year of such application's applicable priority date. (h) The Purchaser and HCC have taken commercially reasonable actions to protect against the existence of (i) any protective, encryption, security or lock-out devices which might in any way interrupt, discontinue or otherwise adversely affect the Technology of the Purchaser's or HCC's use thereof; and (ii) any so-called computer viruses, worms, trap or back doors, Trojan horses or any other instructions, codes, programs, data or materials which could improperly, wrongfully and/or without the authorization of the Purchaser, interfere with the Company’s current operation or use of such Technology. (i) The Purchaser and HCC have taken all actions which a reasonably prudent person in the Purchaser's and HCC's business would take to maintain its source code as confidential and proprietary, to protect against the loss, theft or unauthorized use of such source code, and to protect and preserve the business confidentiality of all Proprietary Information of the Purchaser and HCC. To the knowledge of the Purchaser and HCC, all use, disclosure or appropriation of Proprietary Information of the Purchaser or HCC by or to a third party has been pursuant to the terms of an agreement between the Purchaser or HCC and such third party. All use, disclosure or appropriation of Proprietary Information not owned by the Purchaser or HCC has been pursuant to the terms of an agreement between the Purchaser or HCC and the owner of such Proprietary Information, or is otherwise lawful. (j) All software, whether embedded or otherwise, used or licensed for use in the Business as currently conducted is Year 2000 Compliant (as hereinafter defined), excluding any loss in functionality attributable to software provided by licensors or other third parties. The Purchaser and HCC have not experienced any loss of functionality to any of their Technology or other resources as a result of any failure to be Year 2000 Compliant. As used herein, "Year 2000 Compliant" shall mean that software has the ability to consistently and accurately handle date information without a material loss of the Subsidiaries as presently conducted. For all purposes functionality, including but not limited to accepting date input, providing date output, performing calculations on dates or portions of this Agreementdates and comparing, “Key Employee” means an employee of the Company sequencing, storing and displaying dates, data or its Subsidiary whose annual base salary is in excess of $100,000other information.

Intellectual Property and Technology. (a) Schedule 3.9(a) of the Disclosure Schedule 5.13 sets forth a true, ------------------------------------ ------------- complete and correct and complete list of all registrations Intellectual Property (other than Technology and Proprietary Information) of the Seller, including the Software Products and Web Sites, and all other computer software, programs and code owned by or applications included licensed to the Seller, including an indication in the each case of which is Owned Intellectual Property and which is Licensed Intellectual Property. The Company and the Subsidiaries, as applicable, have sufficient title and ownership of, licenses for, or other valid rights to use, all Intellectual Property used in their respective businesses as presently conducted. Except as specifically set forth on Schedule 3.9(a5.13 hereto: ------------- (a) The Seller owns all legally enforceable right, title and interest to all Intellectual Property included within the Acquired Assets (except for Non-Owned Intellectual Property), free and clear of all Encumbrances other than Permitted Encumbrances and without obligation to pay any royalties, license fees or other amounts to any other Person. (b) To the knowledge of the Disclosure ScheduleSeller or the Shareholder, there is no unauthorized use, disclosure, infringement or misappropriation by any third party, including any employee or former employee of the Seller, of any Intellectual Property of the Seller, or of any right of any third party in Intellectual Property licensed by or through the Seller. The Seller has no agreement to indemnify any individual or entity against any charge of infringement of any Intellectual Property, other than indemnification provisions normal and usual for the Seller's industry contained in purchase orders or license agreements arising in the ordinary course of business. The Seller has not received (nor does the Seller or the Shareholder have any knowledge of) any notice, claim or allegation from any Person questioning the right of the Seller to unconditionally use, possess, transfer, convey or otherwise dispose of any Intellectual Property (other than the Licensed Intellectual Property) or questioning the right of the Seller to use any Licensed Intellectual Property. No governmental agency or authority has disputed the Seller's right to obtain or continue registration of any Intellectual Property where the Seller has applied for such registration, except where such dispute has been resolved in favor of issuing or continuing such registration. To the knowledge of the Seller and the Shareholder, the Company and the Subsidiaries are the sole and exclusive owners Seller's use of the Owned Intellectual PropertyProperty and the Licensed Intellectual Property in the Business, past and present, has not and does not violate, interfere with or infringe upon the rights of any other Person. The Seller's use of the Owned Intellectual Property and the Licensed Intellectual Property in the Business, past and present, does not constitute a breach of any agreement, obligation, promise or commitment by which the Seller may be bound or constitute a violation of any laws, regulations, ordinances, codes or statutes in any jurisdictions. (c) There is no interference, opposition, cancellation, reexamination or other contest, proceeding, action, suit, hearing, investigation, charge, complaint, demand, notice, claim, dispute nor any claim of infringement, misappropriation or other violation by the Seller of any Intellectual Property or other proprietary rights of any other Person pending or, to the knowledge of the Seller or the Shareholder (following a reasonable investigation), threatened against the Seller. (d) Except for the agreements described on Schedule 5.13(d), ---------------- no licenses or other rights have been granted by the Seller or the Shareholder, and except neither the Seller nor the Shareholder has any obligation to grant any licenses or other rights, with respect to any Intellectual Property of the Seller. Except as set forth described on Schedule 3.9(a) of 5.13(d), no claims have been made by or ---------------- against the Disclosure Schedule, there are no outstanding options, licenses, agreements, claims, encumbrances Seller for any violation or shared ownership of interests infringement by others of any kind rights with any third party relating respect to any Owned Intellectual Property. (be) The Seller has all rights in the Intellectual Property necessary to conduct the Business as it is currently conducted by the Seller. (f) All statements and representations made by the Seller in any pending Intellectual Property applications, filings or registrations were true in all material respects as of time they were made. No registered copyright, trademark, service xxxx or patent used in the business Business has lapsed, expired or been abandoned or canceled, or is subject to any injunction, judgment, order, decree, ruling or charge or is subject to any pending or threatened oppositions, cancellations, interferences or other proceedings before the United States Patent and Trademark Office, the Trademark Trials and Appeals Board, the United States Copyright Office or in any other registration authority in any country. (g) Neither the Seller nor the Shareholder is aware of any prior art or other information relating to any application included in the Company and the Subsidiaries as presently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party, except for such infringements, misappropriations or violations which would not be materially adverse to the Company and its Subsidiaries, taken as a whole. To the Knowledge of the Knowledgeable Sellers, neither the Company nor any of the Subsidiaries has received any material claim or demand, and no material Action is pending or, to the Knowledge of the Knowledgeable Sellers, threatened against the Company or any of the Subsidiaries, (i) alleging that the Company or any of the Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property owned by a third party or (ii) challenging the validity, registrability, enforceability or ownership ofSeller, or the right of the Company or the Subsidiaries to use, any Owned Intellectual Property. (c) To the Knowledge of the Knowledgeable Sellers, no third party is infringing, misappropriating or otherwise violating any Owned Intellectual Property. Since January 1, 2006, neither the Company nor any Subsidiary has brought or threatened a material claim against any third party (i) alleging that subject matter disclosed in such third party is infringing, misappropriating or otherwise violating any Owned Intellectual Property or (ii) challenging such third party’s ownership or use, or the validity, registrability, or enforceability, of such third party’s Intellectual Property. (d) Schedule 3.9(d) of the Disclosure Schedule sets forth a true, correct and complete list, and brief description of, all material Software included in the Owned Intellectual Property. To the Knowledge of the Knowledgeable Sellers, the Software is sufficient to operate the business of the Company and its Subsidiaries without material disruption as of the date hereof. (e) To the Knowledge of the Knowledgeable Sellers, none of the Company’s or the Subsidiaries’ respective Key Employees is obligated under any Contract, or subject to any judgment, decree or order of any court or administrative agency or industry organization or associationapplications, that would materially interfere with be reasonably likely to cause the use of his applications or her best efforts any claim set forth therein to promote be rejected, in whole or in part, by the interests of the Company United States Patent and Trademark Office or the Subsidiariesits representative, or that would materially conflict in any way adversely affect any international application filed in accordance with Chapter II of the Patent Cooperation Treaty or any other national or multi-national patent application filed within one year of such application's applicable priority date. (h) The Seller has taken commercially reasonable actions to protect against the existence of (i) any protective, encryption, security or lock-out devices which might in any way interrupt, discontinue or otherwise adversely affect the Technology of the Seller or the Purchaser's use thereof; and (ii) any so-called computer viruses, worms, trap or back doors, Trojan horses or any other instructions, codes, programs, data or materials which could improperly, wrongfully and/or without the authorization of the Purchaser, interfere with the Company’s current operation or use of such Technology. (i) The Seller has taken all actions which a reasonably prudent person in the Seller's business would take to maintain its source code as confidential and proprietary, to protect against the loss, theft or unauthorized use of such source code, and to protect and preserve the confidentiality of all Proprietary Information of the Seller. To the knowledge of the Seller or the business Shareholder, all use, disclosure or appropriation of Proprietary Information of the Seller by or to a third party has been pursuant to the terms of an agreement between the Seller and such third party. All use, disclosure or appropriation of Proprietary Information not owned by the Seller has been pursuant to the terms of an agreement between the Seller and the owner of such Proprietary Information, or is otherwise lawful. (j) All software, whether embedded or otherwise, used or licensed for use in the Business as currently conducted is Year 2000 Compliant (as hereinafter defined), excluding any loss in functionality attributable to software provided by licensors or other third parties. The Seller has not experienced any loss of functionality to any of its Technology or other resources upon which the Business relies, as a result of any failure to be Year 2000 Compliant. As used herein, "Year 2000 Compliant" shall mean that software has the ability to consistently and accurately handle date information without a material loss of the Subsidiaries as presently conducted. For all purposes functionality, including but not limited to accepting date input, providing date output, performing calculations on dates or portions of this Agreementdates and comparing, “Key Employee” means an employee of the Company sequencing, storing and displaying dates, data or its Subsidiary whose annual base salary is in excess of $100,000other information.

Intellectual Property and Technology. (ai) Schedule 3.9(aThe Seller owns or has the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property and Technology necessary or desirable for the operation of its businesses conducted at present and as presently proposed to be conducted. Each item of Intellectual Property and Technology owned or used by the Seller immediately prior to the Closing hereunder will be owned or available for use by the Buyer on identical terms and conditions immediately subsequent to the Closing hereunder. The Seller has taken commercially reasonable actions to maintain and protect each item of the Intellectual Property and Technology that it owns or uses. (ii) The Seller has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties and Seller has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that the Seller must license or refrain from using any Intellectual Property rights of any third party). To the Knowledge of Seller, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of the Seller. (iii) Section 3(l)(iii) of the Disclosure Schedule sets forth a trueidentifies each patent or registration that has been issued to the Seller with respect to any of its Intellectual Property, identifies each pending patent application or draft patent application or application for registration which the Seller has made with respect to any of its Intellectual Property, identifies each patent application that the Seller has prepared but not yet filed, and identifies each license, agreement, or other permission which the Seller has granted to any third party with respect to any of its Intellectual Property (together with any exceptions). The Seller has made available to the Buyer correct and complete list copies of all registrations or applications included in the Owned Intellectual Property. The Company and the Subsidiariessuch patents, as applicableregistrations, have sufficient title and ownership of, licenses for, or other valid rights to use, all Intellectual Property used in their respective businesses as presently conducted. Except as set forth on Schedule 3.9(a) of the Disclosure Schedule, the Company and the Subsidiaries are the sole and exclusive owners of the Owned Intellectual Property, and except as set forth on Schedule 3.9(a) of the Disclosure Schedule, there are no outstanding optionsapplications, licenses, agreements, claims, encumbrances or shared and permissions (as amended to date) and has made available to the Buyer correct and complete copies of all other written documentation evidencing ownership and prosecution (if applicable) of interests of any kind with any third party relating to any Owned Intellectual Propertyeach such item. (biv) The conduct Section 3(l)(iv)(A) of the business Disclosure Schedule also identifies each registered trademark, registered service xxxx, and registered trade name or applications therefore, used by the Seller in connection with any of its businesses. Section 3(l)(iv)(B) of the Company Disclosure Schedule also identifies all material copyrights (whether or not registered) used by Seller in connection with any of its businesses. (v) Section 3(l)(v) of the Disclosure Schedule also identifies certain Internet domain names registered to Seller. Through and including the Subsidiaries as presently conducted does not infringeexpiration date listed on the Disclosure Schedule, misappropriate Seller has the exclusive right to use the identified domain names. All Internet domain names have been duly registered with or otherwise violate any Intellectual Property of any third party, except for issued by an appropriate authority and all necessary registration have been paid to continue all such infringements, misappropriations or violations which would not be materially adverse to the Company and its Subsidiaries, taken as a wholerights in effect. To the Knowledge of the Knowledgeable SellersSeller, neither the Company nor any its registration of the Subsidiaries has received Internet domain names listed on Section 3(l)(v) of the Disclosure Schedule is not in violation of any material claim "cyber squatting" laws in any jurisdiction, domestic or demandforeign, or in violation of the domain name dispute policies of the applicable domain name registrar. (vi) With respect to each item of Intellectual Property required to be identified in Section 3(l)(iii)-(v) of the Disclosure Schedule: (A) the Seller possess all right, title, and interest in and to the item, free and clear of any Security Interest, license, or other restriction; (B) the item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge; (C) no material Action action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the Knowledge of Seller, is threatened which challenges the Knowledgeable Sellerslegality, validity, enforceability, use, or ownership of the item, nor does the Seller have any reason to believe that any such action, suit, proceeding, hearing, or investigation which is reasonably expected to challenge the legality, validity, enforceability, use, or ownership of the item may be brought or threatened against the Company or any of the SubsidiariesSeller or that there is any Basis for the same; and (D) the Seller has never agreed to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict with respect to the item. (ivii) alleging Section 3(l)(vii) of the Disclosure Schedule identifies each item of Intellectual Property or Technology that any third party owns and that the Company Seller uses pursuant to license, sublicense, agreement, or permission, including all software other than off-the-shelf commercial software, used by the Seller. The Seller has delivered to the Buyer correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). With respect to each item of Intellectual Property or Technology required to be identified in Section 3(l)(vii) of the Disclosure Schedule: (A) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (B) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above) except as subject to the effect of any claims of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors' rights generally asserted by a creditor of the Seller who has not executed a Consent and Release Agreement or other agreement effectively waiving or releasing all claims against Seller prior to the Closing. (C) to the Knowledge of Seller, no party (including Seller) to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (D) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (E) with respect to each sublicense, the representations and warranties set forth in subsections (A) through (D) above are true and correct with respect to the underlying license; (F) the underlying item of Intellectual Property is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge; (G) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the Knowledge of Seller is threatened which challenges the legality, validity, or enforceability of the underlying item of Intellectual Property, nor does the Seller have any reason to believe that any such action, suit, proceeding, hearing, or investigation which is reasonably expected to challenge the legality, validity, or enforceability of the - 13 - underlying item may be brought or threatened against any of the Subsidiaries has infringed, misappropriated Seller or otherwise violated that there is any Intellectual Property owned by a third party or (ii) challenging Basis for the validity, registrability, enforceability or ownership of, or the right of the Company or the Subsidiaries to use, any Owned Intellectual Propertysame. (cH) the Seller has not granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission. (viii) To the Knowledge of the Knowledgeable SellersSeller, no third party is infringingthe Seller will not interfere with, misappropriating infringe upon, misappropriate, or otherwise violating come into conflict with, any Owned Intellectual Property. Since January 1, 2006, neither the Company nor any Subsidiary has brought or threatened a material claim against any third party (i) alleging that such third party is infringing, misappropriating or otherwise violating any Owned existing Intellectual Property or (ii) challenging such rights of third party’s ownership or use, or parties as a result of the validity, registrability, or enforceability, continued operation of such third party’s Intellectual Propertyits businesses as presently conducted and as presently proposed to be conducted. (dix) Schedule 3.9(d) All material Technology, the subject of any patent applications and trade secrets have been maintained in confidence in accordance with protection procedures customarily used in the industry to protect rights of like importance. All former and current members of management and personnel of the Disclosure Schedule sets forth a trueSeller who have contributed to the development of or been exposed to any material Technology, correct and complete listthe subject of any patent applications, and brief description oftrade secrets have executed and delivered to the Seller a proprietary information and inventions agreement that: (1) restricts such person's right to disclose such person's right to disclose proprietary information of Seller and its affiliates; (2) deems contributions to Technology and Intellectual Property works for hire and assigns all rights in Technology and Intellectual Property to the Seller. None of the current officers and employees of the Seller has any patents issued or patent applications pending for any invention, all material Software included device, process, or design of any kind now used or needed by the Seller that have not been assigned to the Seller, with such assignments duly recorded in the Owned Intellectual Property. To the Knowledge of the Knowledgeable Sellers, the Software is sufficient to operate the business of the Company United States Patent and its Subsidiaries without material disruption as of the date hereofTrademark Office. (e) To the Knowledge of the Knowledgeable Sellers, none of the Company’s or the Subsidiaries’ respective Key Employees is obligated under any Contract, or subject to any judgment, decree or order of any court or administrative agency or industry organization or association, that would materially interfere with the use of his or her best efforts to promote the interests of the Company or the Subsidiaries, or that would materially conflict with the Company’s current business or the business of any of the Subsidiaries as presently conducted. For all purposes of this Agreement, “Key Employee” means an employee of the Company or its Subsidiary whose annual base salary is in excess of $100,000.

Intellectual Property and Technology. (aExcept as set forth on SCHEDULE 5.13, Schedule 1.01(e) Schedule 3.9(a) of the Disclosure Schedule sets forth a true, complete and correct and complete list of all registrations Intellectual Property, including Technology, of the Seller that is material to, or applications included used solely in, the Business, including the Software Products and the Non-Business Software Products, and all other computer software, programs and code (other than shrinkwrap general purpose software) owned by or licensed to the Seller and used in the Business, including an indication in each case of which is Owned Intellectual Property. The Company and the Subsidiaries, as applicable, have sufficient title and ownership of, licenses for, or other valid rights to use, all which is Licensed Intellectual Property used in their respective businesses as presently conductedand which are Non-Business Software Products. Except as set forth on Schedule 3.9(aSCHEDULE 5.13: (a) of The Seller owns all legally enforceable right, title and interest to all Intellectual Property included within the Disclosure Schedule, the Company and the Subsidiaries are the sole and exclusive owners of the Acquired Assets (except for Non-Owned Intellectual Property), free and except as set forth on Schedule 3.9(a) clear of the Disclosure Scheduleall Encumbrances and without obligation to pay any royalties, there are no outstanding options, licenses, agreements, claims, encumbrances license fees or shared ownership of interests of any kind with any third party relating other amounts to any Owned Intellectual Propertyother Person. (b) The conduct of the business of the Company and the Subsidiaries as presently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party, except for such infringements, misappropriations or violations which would not be materially adverse to the Company and its Subsidiaries, taken as a whole. To the Knowledge of the Knowledgeable Sellers, neither the Company nor any of the Subsidiaries has received any material claim or demand, and no material Action is pending or, to the Knowledge of the Knowledgeable Sellers, threatened against the Company or any of the Subsidiaries, (i) alleging that the Company or any of the Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property owned by a third party or (ii) challenging the validity, registrability, enforceability or ownership of, or the right of the Company or the Subsidiaries to use, any Owned Intellectual Property[Reserved]. (c) To the Knowledge knowledge of the Knowledgeable SellersSeller, there is no unauthorized use, disclosure, infringement or misappropriation by any third party, including any employee or former employee of the Seller, of any Intellectual Property of the Seller set forth on SCHEDULE 1.01(e), or of any right of any third party is infringingin such Intellectual Property licensed by or through the Seller. The Seller has no agreement to indemnify any individual or entity against any charge of infringement of any of such Intellectual Property, misappropriating other than indemnification provisions normal and usual for the Seller's industry contained in purchase orders, license agreements or other agreements arising in the ordinary course of business. The Seller has not received (nor does the Seller have any knowledge of) any notice, claim or allegation from any Person questioning the right of the Seller to unconditionally use, possess, transfer, convey or otherwise violating dispose of any Owned of such Intellectual Property (other than the Licensed Intellectual Property) or questioning the right of the Seller to use any of such Licensed Intellectual Property. Since January 1There is no interference, 2006opposition, neither the Company cancellation, reexamination or other contest, proceeding, action, suit, hearing, investigation, charge, complaint, demand, notice, claim, dispute nor any Subsidiary claim of infringement, misappropriation or other violation by the Seller of any Intellectual Property listed on SCHEDULE 1.01(e) or other proprietary rights of any other Person pending or, to the knowledge of the Seller, threatened against the Seller. No governmental agency or authority has brought disputed the Seller's right to obtain or threatened a material claim against continue registration of any third party (iIntellectual Property set forth in SCHEDULE 1.01(e) alleging that where the Seller has applied for such third party is infringingregistration, misappropriating except where such dispute has been resolved in favor of issuing or otherwise violating any continuing such registration. To the Seller's knowledge, the Seller's use of the Owned Intellectual Property listed on SCHEDULE 1.01(e), past and present, and the Seller's use of the Licensed Intellectual Property listed on SCHEDULE 1.01(e), past and present, has not and does not violate, interfere with or infringe upon the rights of any other Person nor does such use by the Seller constitute a breach of any agreement, obligation, promise or commitment by which the Seller may be bound or constitute a violation of any laws, regulations, ordinances, codes or statutes in any jurisdiction. (iid) challenging such third party’s ownership Except as provided in the Subsisting Contracts acquired hereunder, no licenses or useother rights have been granted by the Seller, and the Seller has no obligation to grant any licenses or other rights, with respect to any Intellectual Property set forth on SCHEDULE 1.01(e). No claims have been made by or against the validity, registrability, Seller for any violation or enforceability, infringement by others of any rights with respect to any of such third party’s Intellectual Property. (de) Schedule 3.9(d[Reserved]. (f) To the Seller's knowledge, all statements and representations made by the Seller in any pending applications, filings or registrations for the Intellectual Property set forth in SCHEDULE 1.01(e) were true in all material respects as of the Disclosure Schedule sets forth a true, correct and complete list, and brief description of, all material Software included in the Owned Intellectual Propertytime they were made. To the Knowledge of Seller's knowledge, no registered copyright, trademark, service mark or patent included within such Intellectual Property has lapsed, exxxxed or been abandoned or canceled, or is subject to any injunction, judgment, order, decree, ruling or charge or is subject to any pending or threatened oppositions, cancellations, interferences or other proceedings before the Knowledgeable SellersUnited States Patent and Trademark Office, the Software is sufficient to operate Trademark Trials and Appeals Board, the business of the Company and its Subsidiaries without material disruption as of the date hereofUnited States Copyright Office or in any other registration authority in any country. (eg) To [Reserved]. (h) [Reserved]. (i) The Seller has taken commercially reasonable actions to protect against the Knowledge existence of (A) any protective, encryption, security or lock-out devices which might in any way interrupt, discontinue or otherwise adversely affect the Knowledgeable SellersTechnology included within the Acquired Assets or Purchaser's use thereof; and (B) any so-called computer viruses, none worms, trap or back doors, Trojan horses or any other instructions, codes, programs, data or materials which could improperly, wrongfully and/or without the authorization of the Company’s or the Subsidiaries’ respective Key Employees is obligated under any ContractPurchaser, or subject to any judgment, decree or order of any court or administrative agency or industry organization or association, that would materially interfere with the operation or use of his such Technology. (j) The Seller has taken commercially reasonable security measures to maintain the Proprietary Information acquired hereunder (including without limitation source code included therein) as confidential and proprietary, and to protect against the loss, theft or her best efforts to promote unauthorized use of such Proprietary Information. To the interests knowledge of the Company Seller, all use, disclosure or appropriation of such Proprietary Information by or to a third party has been pursuant to the Subsidiariesterms of an agreement between the Seller and such third party. To the knowledge of the Seller, all use, disclosure or appropriation by the Seller of such Proprietary Information not owned by the Seller has been pursuant to the terms of an agreement between the Seller and the owner of such Proprietary Information, or that would materially conflict with the Company’s current business or the business of any of the Subsidiaries as presently conducted. For all purposes of this Agreement, “Key Employee” means an employee of the Company or its Subsidiary whose annual base salary is in excess of $100,000otherwise lawful.

Intellectual Property and Technology. (a) Schedule 3.9(aThe Company and its Subsidiaries own or have the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property necessary for the operation of their business as presently conducted (the “Company Intellectual Property Rights”). Section 3.20(a) of the Seller Disclosure Schedule sets forth a trueforth, correct as of the date hereof, all registered trademarks, service marks and complete list of trade dress and all registrations applications for trademarks, service marks and trade dress; all registered copyrights and all applications for copyrights; all patents and patent applications; and all Internet domain names owned by the Company or applications included in its Subsidiaries (the Owned “Scheduled Company Intellectual Property”). The With respect to each item of the Company Intellectual Property Rights, except as set forth in Section 3.20(a) of the Seller Disclosure Schedule: (i) the Company or a Subsidiary of the Company possesses all right, title, and interest in and to the item, free and clear of any Lien, license, royalty or other restriction other than those licenses, royalties or other restrictions provided for in any applicable instrument granting such item to the Company or its Subsidiaries; and (ii) none of the Company’s or any Company Subsidiary’s rights will be terminated or impaired, or become terminable, in whole or in part, as a result of the transactions contemplated hereby. With respect to each item of the Scheduled Company Intellectual Property, except as set forth in Section 3.20(a) of the Seller Disclosure Schedule, to the Knowledge of the Seller Parties, the Company’s and its Subsidiaries’ rights are valid and enforceable, and all filings required to maintain the validity thereof have been made. (b) Except as set forth in Section 3.20(b) of the Seller Disclosure Schedule and since January 1, 2016, none of Seller, the Company or any Subsidiary of the Company has received any written notice that the Company’s or any of its Subsidiaries’ use of the Company Intellectual Property Rights has infringed, misappropriated, diluted or otherwise violated any Intellectual Property rights owned by third parties. To the Knowledge of the Seller Parties, the operation by the Company and its Subsidiaries of their business does not and has not infringed, misappropriated, diluted or otherwise violated the Subsidiaries, as applicable, have sufficient title and ownership of, licenses for, or other valid rights to use, all Intellectual Property used in their respective businesses as presently conductedrights owned by any third party. Except as set forth on Schedule 3.9(ain Section 3.20(b) of the Seller Disclosure Schedule and since January 1, 2016, neither the Company nor any of its Subsidiaries has made any claim against any third party alleging infringement, misappropriation, dilution or other violation of any Company Intellectual Property Rights. (c) All Employees and consultants who contributed to the discovery or development of any Company Intellectual Property Rights did so either (i) within the scope of his or her employment or (ii) pursuant to written agreements assigning all Intellectual Property arising therefrom to the Company or a Subsidiary of the Company. (d) Except as set forth in Section 3.20(d) of the Seller Disclosure Schedule, the use and dissemination by the Company and its Subsidiaries of Personal Information of consumers of its services or users of any websites operated by the Company or its Subsidiaries are in compliance, in all material respects, with all applicable privacy policies and terms of use and applicable Law. The Company and its Subsidiaries use commercially reasonable measures to protect the sole Personal Information that is collected and exclusive owners maintained by them and to require that any third party providing services to the Company or any of the Owned Intellectual Propertyits Subsidiaries has established reasonable safeguards with respect to Personal Information collected by such party. Since January 1, and 2016, except as set forth on Schedule 3.9(ain Section 3.20(d) of the Seller Disclosure Schedule, to the Knowledge of the Seller Parties, there are no outstanding options- 42 - (e) Section 3.20(e) of the Seller Disclosure Schedule lists all material Computer Programs owned or used by the Company or any of its Subsidiaries; provided, licenses, agreements, claims, encumbrances or shared ownership of interests of any kind with any third party relating to any Owned Intellectual Propertythat “material” Computer Programs excludes all shrink-wrap and off-the-shelf Computer Programs. (bf) The IT Systems (i) operate as necessary for the conduct of the business of the Company and the its Subsidiaries as presently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party, except for such infringements, misappropriations or violations which would not be materially adverse to the Company and its Subsidiaries, taken as a whole. To the Knowledge of the Knowledgeable Sellers, neither the Company nor any of the Subsidiaries has received any in all material claim or demandrespects, and no material Action is pending or, (ii) to the Knowledge of the Knowledgeable SellersSeller Parties, threatened against do not contain any “malware” or critical vulnerabilities that would reasonably be expected to interfere with the Company or any ability of the Subsidiaries, (i) alleging that the Company or any of the Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property owned by a third party or (ii) challenging the validity, registrability, enforceability or ownership of, or the right of the Company or the Subsidiaries Buyer to use, any Owned Intellectual Property. (c) To the Knowledge of the Knowledgeable Sellers, no third party is infringing, misappropriating or otherwise violating any Owned Intellectual Property. Since January 1, 2006, neither the Company nor any Subsidiary has brought or threatened a material claim against any third party (i) alleging that such third party is infringing, misappropriating or otherwise violating any Owned Intellectual Property or (ii) challenging such third party’s ownership or use, or the validity, registrability, or enforceability, of such third party’s Intellectual Property. (d) Schedule 3.9(d) of the Disclosure Schedule sets forth a true, correct and complete list, and brief description of, all material Software included in the Owned Intellectual Property. To the Knowledge of the Knowledgeable Sellers, the Software is sufficient to operate conduct the business of the Company and its Subsidiaries without material disruption as of the date hereof. (e) To currently conducted. Since January 1, 2016, to the Knowledge of the Knowledgeable SellersSeller Parties, none of there have been no material adverse events affecting the IT Systems that have caused a material impact on the Company’s or the and any of its Subsidiaries’ operation of their respective Key Employees is obligated under any Contractbusinesses. The Company and its Subsidiaries have implemented, maintain, and comply with commercially reasonable business continuity and backup and disaster recovery plans and procedures with respect to the IT Systems. Since January 1, 2016, there has been no failure, unauthorized access or use, or subject other adverse event affecting any of the IT Systems that has caused or will likely cause any material disruption to any judgment, decree or order the conduct of any court or administrative agency or industry organization or association, that would materially interfere with the use of his or her best efforts to promote the interests business of the Company or the Subsidiaries, or that would materially conflict with the Company’s current business or the business of any of the Subsidiaries as presently conducted. For all purposes of this Agreement, “Key Employee” means an employee of the Company or its Subsidiary whose annual base salary is in excess of $100,000Subsidiaries.