Common use of Intellectual Property Assets Clause in Contracts

Intellectual Property Assets. In the case of the Company only, (1) Section 5.03(u)(1) of the Disclosure Schedule lists the material worldwide pending patent applications, issued patents, pending trademark applications, registered trademarks, pending copyright applications, registered copyrights, and registered domain names owned by the Company or its Significant Subsidiaries (the “Intervoice Companies”) (hereinafter the “IP Assets”). (2) Each of the IP Assets is owned exclusively by one of the Intervoice Companies. In each case, such IP Assets are free and clear of all Liens. In each case, copies of executed documents establishing ownership of issued patents and pending patent applications included in the IP Assets are in the physical possession of the Intervoice Companies and have been made available to Purchaser. (3) With respect to all patent applications, trademark applications, and copyright applications of the IP Assets pending with any Governmental Authority, the Intervoice Companies have conducted the prosecution of all such pending applications in a manner consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies. With respect to all patents, trademarks, and copyrights of the IP Assets issued or registered by any Governmental Authority, all necessary registration fees, maintenance fees, renewal fees, annuity fees and taxes consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies due in connection with such IP Assets have been paid and all necessary documents and certificates in connection with such IP Assets have been filed with the relevant patent, trademark, and copyright offices, registrars, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the registration or application for registration of such IP Assets. With regard to all applications for domain name registration and all registered domain names of the IP Assets, all necessary registration and renewal fees due in connection with such IP Assets have been paid. (4) Section 5.03(u)(4) of the Disclosure Schedule contains a true and complete list of all material written licenses to which any of the Intervoice Companies is a party with respect to any of the IP Assets (true and complete copies of which, or, if none exist, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been provided to Purchaser), except licenses and license agreements entered into in the ordinary course of business. To the Company’s knowledge there are no material contracts or licenses granting any rights to any third party with respect to any of the IP Assets. (5) To the Company’s Knowledge, none of the IP Assets, or any intellectual property used, sold or offered for sale by the Intervoice Companies infringes or otherwise violates any third party intellectual property rights.

Intellectual Property Assets. In (a) Schedule 3.25(a) contains a correct, current and complete list of: (i) all Intellectual Property Registrations, specifying as to each, as applicable: the title, xxxx, or design; the jurisdiction by or in which it has been issued, registered or filed; the patent, registration or application serial number; the issue or registration date, the filing date; and the current status (e.g., abandoned, expired, in use, etc.); (ii) all material unregistered Trademarks included in the Intellectual Property Assets; and (iii) all proprietary Software included in the Intellectual Property Assets. All required filings and fees related to the Intellectual Property Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Intellectual Property Registrations are otherwise in good standing. Seller has made available to Buyer true and complete copies of file histories related to all Intellectual Property Registrations that are within the possession or control of Seller. Except as set forth in Schedule 3.25(a), there are no actions that must be taken within 90 days after the Closing Date for the purposes of prosecuting, maintaining, or preserving or renewing any Intellectual Property Registrations, including the payment of any filing, registration, maintenance or renewal fees or the filing of any responses to or with any Governmental Authority, including office actions, documents, applications or certificates. With respect to expired or abandoned patents and patent applications or foreign patent and patent applications listed on Schedule 3.25(a), Seller’s representations and warranties in this Section 3.25 are qualified by Seller’s Knowledge. (b) Schedule 3.25(b) contains a correct, current and complete list of all Intellectual Property Agreements, specifying for each the date, title and parties thereto. Seller has made available to Buyer true and complete copies (or in the case of the Company only, (1) Section 5.03(u)(1any oral agreements, a complete and correct written description) of all such Intellectual Property Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each Intellectual Property Agreement is valid and binding on Seller in accordance with its terms and is in full force and effect except to the Disclosure Schedule lists extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Neither Seller nor, to Seller’s Knowledge, any other party thereto is, or is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including by non-renewal), any Intellectual Property Agreement. No Seller or Seller Affiliate has transferred ownership of any Intellectual Property to a Third Party in the prior 5 years that was material worldwide pending patent applications, issued patents, pending trademark applications, registered trademarks, pending copyright applications, registered copyrights, and registered domain names owned by to the Company or its Significant Subsidiaries (Business at the “Intervoice Companies”) (hereinafter the “IP Assets”)time it was transferred. (2c) Each Seller is the sole and exclusive legal and beneficial owner of all right, title, and interest in and to the IP Assets is owned exclusively by one of the Intervoice Companies. In each caseIntellectual Property Registrations and Intellectual Property Assets, such IP Assets are free and clear of Encumbrances (it being understood and acknowledged that the foregoing representation and warranty does not constitute a representation and warranty of enforceability of any such Intellectual Property Registrations and Intellectual Property Assets). Except as set forth in Schedule 3.25(c), none of the Intellectual Property Assets will be subject to any Encumbrance as a result of any written agreement or other facts or circumstances existing before the date hereof. No Seller or Seller Affiliate (nor any of their predecessors-in-interest) has granted or agreed to grant, in each case in writing, any option or right to any Person to purchase any subsisting Intellectual Property Asset (in whole or in part) and none of the Intellectual Property Assets is subject to any reversionary interest or other interest created under any written Contract. No Seller or Seller Affiliate (or to the Knowledge of Seller, any predecessor-in-interest) has received any written notice or written claim within the preceding three years challenging the exclusive ownership of any Intellectual Property Assets or suggesting that any Person other than Seller, its Affiliate, or predecessor-in-interest has any claim of legal or beneficial ownership with respect thereto. Seller has the exclusive, unrestricted right to xxx for past, present, and future infringement of the Intellectual Property Assets. Seller (and its predecessor-in-interest) have entered into Contracts with each current and former employee in the form attached to Schedule 3.25(c) and has entered into Contracts with each current and former independent contractor who is or was involved in or has contributed to the invention, creation, or development of any Intellectual Property during the course of engagement with or for the benefit of Seller whereby such independent contractor (i) acknowledges Seller’s exclusive ownership of all LiensIntellectual Property Assets invented, created or developed by such independent contractor within the scope of his or her engagement with such Seller; (ii) grants to such Seller a present, irrevocable assignment of any ownership interest such independent contractor may have in or to such Intellectual Property; and (iii) irrevocably waives any right or interest, including any moral rights, regarding such Intellectual Property, to the extent permitted by applicable Legal Requirement. In each case, Seller have made available to Buyer true and complete copies of executed documents establishing ownership all such Contracts. (d) Neither the execution, delivery or performance of issued patents this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person in respect of, Buyer’s right to own or use any Intellectual Property Assets or any Intellectual Property subject to any Intellectual Property Agreement. Immediately after the Closing, Buyer will own all right, title, and pending patent applications interest in and to all Intellectual Property Assets on identical terms and conditions as Seller enjoyed immediately prior to the Closing. (e) Except as set forth on Schedule 3.25, the Intellectual Property Registrations and Intellectual Property Assets are valid and enforceable and all Intellectual Property Registrations are subsisting and in full force and effect. Seller has taken commercially reasonable steps to maintain and enforce the Intellectual Property Assets and to preserve the confidentiality of all Trade Secrets included in the IP Intellectual Property Assets, including by requiring all Persons having access thereto to execute binding, written non-disclosure agreements, except such Persons who have served as outside counsel to Seller and who are under a similar duty of confidentiality under applicable law. No Seller or Seller Affiliate has received any written notice or written claim within the preceding three years challenging the validity or enforceability of any Intellectual Property Asset or alleging any misuse of any Intellectual Property Asset. To Seller’s Knowledge, there has been no unauthorized use, access by, or disclosure to a Third Party of Trade Secrets within the Intellectual Property Asserts. No source code of any Software within the Intellectual Property Rights has been licensed to a Third Party or provided to a Third Party other than to consultants and contractors performing work on behalf of Seller who are bound by confidentiality obligations of customary scope with respect to such source code. No other Person has the right under a written agreement, contingent or otherwise, to obtain access to or use any source code associated with Software within the Intellectual Property Assets. (f) The conduct of the Business as currently and formerly conducted, including the use of the Intellectual Property Assets and the Intellectual Property licensed to or for the benefit of Seller under the Intellectual Property Agreements in connection therewith, and the products, processes, and services of the Business have not infringed, misappropriated, or otherwise violated the Intellectual Property or other rights of any Person. The products, processes and services of the Business that are under development or that have not yet been sold or otherwise commercialized as of the Closing Date will not, in the form that they exist as of the Closing Date, infringe, misappropriate or otherwise violate the Intellectual Property or other rights of any Person. Except as set forth on Schedule 3.25(f), to the Knowledge of Seller, no Person has infringed, misappropriated, or otherwise violated any Intellectual Property Assets or the Intellectual Property licensed to or for the benefit of Seller under the Intellectual Property Agreements. (g) There are no Actions (including any opposition, cancellation, revocation, review, or other post-grant proceeding) settled, pending or, threatened in writing (including in the form of offers to obtain a license), or, to Seller’s Knowledge, otherwise threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, or other violation of the Intellectual Property of any Person by Seller in the conduct of the Business; (ii) challenging the validity, enforceability, registrability, patentability, or ownership of any Intellectual Property Assets; or (iii) by Seller alleging any infringement, misappropriation, or violation by any Person of any Intellectual Property Assets. Seller is not aware of any facts or circumstances that give rise to any such Action. Seller is not subject to, no Intellectual Property Assets are subject to, and to the Knowledge of Seller no Intellectual Property licensed to or for the benefit of Seller under any Intellectual Property Agreements is subject to, any outstanding or prospective Governmental Order (including any motion or petition therefor) that does or could reasonably be expected to restrict or impair the use, licensing or other exploitation of any Intellectual Property Assets or Intellectual Property licensed to or for the benefit of Seller under any Intellectual Property Agreement. Except as set forth in Schedule 3.25(g), Seller has not, in the physical possession past 5 years, received any written notice, written claim, or written indemnification request asserting that any infringement, misappropriation, or violation of any Intellectual Property of a Third Party is or was occurring, including in the form of written offers to Seller or any of its Representatives to take a license under any Patent owned by a Third Party, in each case with respect to the conduct of the Intervoice Companies Business. Schedule 3.25(g) includes a list of all written notices by or on behalf of Seller to a Third Party in the past 6 years asserting that the Third Party is or was infringing, misappropriating, or violating, or has infringed, misappropriated, or violated any Intellectual Property Asset or Intellectual Property licensed to or for the benefit of Seller under the Intellectual Property Agreements, including in the form of written offers to take a license to any Intellectual Property. (h) No Open Source Materials have been incorporated into, linked, or used or distributed with any of the Software within the Intellectual Property Assets or any of the Software licensed by or for the benefit of Seller in a manner that requires or conditions the licensing, sale, or distribution of such Software or derivative works thereof on: (i) publication or distribution of source code for such Software or derivative works thereof; (ii) permitting Third Parties to make derivative works thereof; (iii) permitting Third Parties to reverse engineer or replace portions of such Software or derivative works thereof; (iv) the granting of any licenses or covenants not to xxx on any Patents with the Intellectual Property Assets; (v) limiting in any manner the ability to charge fees or otherwise seek compensation in connection with marketing, licensing or distribution of such Software or derivative works thereof or (vi) granting the right to decompile, disassemble, reverse engineer, or otherwise derive the source code or underlying structure of such Software or derivative works thereof. (i) Schedule 3.25(i): (A) identifies each standards-setting organization (including but not limited to ETSI, 3GPP, 3GPP2, TIA, IEEE, IETF, and ITU-R), university or industry body, consortium, other multi-party special interest group and any other collaborative or other group in which Seller or any of its Affiliates is currently participating, or in which Seller or any of its Affiliates have participated in the past or applied for future participation in, including any of the foregoing that may be organized, funded, sponsored, formed or operated, in whole or in part, by any Governmental Authority, in all cases, to the extent related to any Intellectual Property Asset (each a “Standards Body”); and (B) sets forth a listing and description of the membership agreements and other Contracts, bylaws, policies, rules and similar materials relating to such Standards Bodies, to which Seller or any of its Affiliates is bound (collectively, “Standards Agreements”). True, complete and correct copies of all Standards Agreements have been made available to Purchaserthe Buyer. Neither Seller nor any of its Affiliates is bound by, or has agreed to be bound by, any Contract (including any written licensing commitment), bylaw, policy, or rule of any Person that requires or purports to require Seller or any of its Affiliates (or, following the Closing Date, Buyer or any of its Affiliates) to contribute, disclose or license any Intellectual Property to such Person or its other members. Seller has not made any written Patent disclosures to any Standards Body. Seller are in material compliance with all Standards Agreements that relate to the Intellectual Property Assets. Seller is not engaged in any material dispute with any Standards Body with respect to any Intellectual Property Asset or with any Third Parties with respect to such Seller’s conduct with respect to any Standards Body. (3j) With respect to all patent applicationsAll Software that constitutes Intellectual Property Assets is substantially free of any material defects, trademark applicationsbugs and errors, and copyright applications does not contain any disabling software, code or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement or destruction of, Software, data, computer systems, networks, or other or other devices or materials. (k) Except as set forth on Schedule 3.25(k): (i) the Intellectual Property Assets constitute all of the IP Assets pending material Intellectual Property owned by Seller that relates to, is used or held for use in or necessary for the Business as of the Closing Date and as planned to be conducted as of the Closing Date; and (ii) the Intellectual Property Assets, together with the Intellectual Property licensed to or for the benefit of Seller under any Intellectual Property Agreements and Standard Licenses, constitute all of the Intellectual Property in which Seller has any rights or interest that relates to, is used or held for use in or necessary for the Business as of the Closing Date and as planned to be conducted as of the Closing Date. No Seller Affiliate (other than as identified on Schedule 3.25(a)) owns, directly or indirectly, or has any interest (including but not limited to license-based interests) in any Intellectual Property Asset or other Intellectual Property that relates to, is used or held for use in, or is necessary for the Business. (l) No funding or facilities of any Governmental Authority, the Intervoice Companies have conducted the prosecution or funding or facilities of all such pending applications in a manner consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies. With respect to all patentsuniversity, trademarkscollege, and copyrights of the IP Assets issued other educational institution or registered by any Governmental Authorityresearch center, all necessary registration fees, maintenance fees, renewal fees, annuity fees and taxes consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies due in connection with such IP Assets have been paid and all necessary documents and certificates in connection with such IP Assets have been filed with the relevant patent, trademark, and copyright offices, registrars, or other authorities was used in the United States or foreign jurisdictions, as the case may be, for the purposes development of maintaining the registration or application for registration of such IP Assets. With regard to all applications for domain name registration and all registered domain names of the IP Assets, all necessary registration and renewal fees due in connection with such IP Assets have been paid. (4) Section 5.03(u)(4) of the Disclosure Schedule contains a true and complete list of all material written licenses to which any of the Intervoice Companies is a party with respect to any of the IP Assets (true and complete copies of which, or, if none exist, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been provided to Purchaser), except licenses and license agreements entered into in the ordinary course of business. To the Company’s knowledge there are no material contracts or licenses granting any rights to any third party with respect to any of the IP Intellectual Property Assets. (5) To the Company’s Knowledge, none of the IP Assets, or any intellectual property used, sold or offered for sale by the Intervoice Companies infringes or otherwise violates any third party intellectual property rights.

Intellectual Property Assets. In the case of the Company only, (1) Section 5.03(u)(1) of the Disclosure Schedule lists the material worldwide pending patent applications, issued patents, pending trademark applications, registered trademarks, pending copyright applications, registered copyrights, and registered domain names owned by the Company or its Significant Subsidiaries (the “Intervoice Companies”) (hereinafter the “IP Assets”). (2) Each of the IP Assets is owned exclusively by one of the Intervoice Companies. In each case, such IP Assets are free and clear of all Liens. In each case, copies of executed documents establishing ownership of issued patents and pending patent applications included in the IP Assets are in the physical possession of the Intervoice Companies and have been made available to Purchaser. (3) With respect to all patent applications, trademark applications, and copyright applications of the IP Assets pending with any Governmental Authority, the Intervoice Companies have conducted the prosecution of all such pending applications in a manner consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies. With respect to all patents, trademarks, and copyrights of the IP Assets issued or registered by any Governmental Authority, all necessary registration fees, maintenance fees, renewal fees, annuity fees and taxes consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies due in connection with such IP Assets have been paid and all necessary documents and certificates in connection with such IP Assets have been filed with the relevant patent, trademark, and copyright offices, registrars, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the registration or application for registration of such IP Assets. With regard to all applications for domain name registration and all registered domain names of the IP Assets, all necessary registration and renewal fees due in connection with such IP Assets have been paid. (4) Section 5.03(u)(4) of the Disclosure Schedule contains a true 4.18 sets forth an accurate and complete list of all material written licenses Intellectual Property used in the Encore Business (“Material Encore GIP”), including the Encore Entity by whom it is owned or to which any whom it is licensed. Except as set forth on Schedule 4.18: (a) the Encore Entity specified on Schedule 4.18 owns all right, title and interest in, or has a valid license to use, the Material Encore GIP shown as owned or used by it on such Schedule free and clear of all Encumbrances other than Permitted Encumbrances; (b) to the Knowledge of the Intervoice Companies Buyer: (i) the Intellectual Property used in the Encore Business does not infringe upon or misappropriate any intellectual property rights of any Person; (ii) no claims or allegations of infringement or unauthorized use involving any Intellectual Property used in the Encore Business are pending against a Third Party; and (iii) there are no pending claims or allegations of infringement or unauthorized use of any Third Party Intellectual Property or technology against any Encore Entity; (c) to the Knowledge of the Buyer, all patents, domain names, registered trademarks and registered copyrights and applications to register trademarks and copyrights required to be set forth on Schedule 4.18 are in effect and all renewal fees and other maintenance fees have been paid and all other maintenances actions have been taken; and (d) to the Knowledge of the Buyer, the Material Encore GIP constitutes all material Intellectual Property (i) owned or used by the Encore Entities and (ii) that is a party reasonably necessary for the conduct of the Encore Business as presently conducted. (e) There are no pending and, to the Knowledge of the Buyer, no threatened (in writing) Proceedings involving the Material Encore GIP. (f) The assumed fictional business names, trade names, registered and unregistered trademarks, service marks and applications that are included in the Material Encore GIP (collectively, the “Encore Material Marks”), have been registered with the United States Patent and Trademark Office, are currently in substantial compliance with all formal Legal Requirements (including the timely post-registration filing of affidavits of use and incontestability and renewal applications), are valid and enforceable and are not subject to any maintenance fees or taxes or actions falling due within ninety (90) days after the Closing Date. Since December 31, 2005, no Encore Material Xxxx has been or is now involved in any opposition, invalidation or cancellation Proceeding and, to the Knowledge of the Buyer, no such action is threatened with respect to any of the IP Assets (true and complete copies of which, or, if none exist, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been provided to Purchaser), except licenses and license agreements entered into in the ordinary course of businessEncore Material Marks. To the Company’s knowledge there are no material contracts or licenses granting any rights to any third party with respect to any Knowledge of the IP Assets. (5) Buyer, there is no potentially interfering trademark or trademark application of any other Person with the Encore Material Marks. To the Company’s KnowledgeKnowledge of the Buyer, no Encore Material Xxxx is infringed or is challenged or threatened in any way. To the Knowledge of the Buyer, none of the IP Assets, or any intellectual property used, sold or offered for sale by the Intervoice Companies Encore Material Marks infringes or otherwise violates is alleged to infringe any third party intellectual property rightstrade name, trademark or service xxxx of any other Person. All products and materials containing an Encore Material Xxxx xxxx the proper federal registration notice where permitted by law.

Intellectual Property Assets. In (a) The execution, delivery and performance of this Agreement and the case consummation of the Company only, transactions contemplated hereby will not (1i) Section 5.03(u)(1) breach, violate or conflict with any instrument or agreement governing any Intellectual Property Asset necessary or required for, or used in, the conduct of the Disclosure Schedule lists Business as presently conducted, (ii) cause the forfeiture or termination or give rise to a right of forfeiture or termination of any such Intellectual Property Asset or (iii) in any material worldwide pending patent applicationsway impair the right of Purchaser or any of its Affiliates to use, issued patentssell, pending trademark applicationslicense or dispose of, registered trademarksor to bring any action for the infringement of, pending copyright applications, registered copyrights, and registered domain names owned by the Company any such Intellectual Property Asset or its Significant Subsidiaries (the “Intervoice Companies”) (hereinafter the “IP Assets”)portion thereof. (2b) Each SCHEDULE 1.1 (B) lists all Intellectual Property Assets in which Seller now has any interest (other than commercially-available "off-the-shelf" software which is not a Product), specifying whether such Intellectual Property Assets are owned, controlled, used or held (under license or otherwise) by Seller, and also indicating which of such Intellectual Property Assets are registered by Seller. Seller has taken reasonable and practicable steps to protect and maintain the secrecy and confidentiality of, and its proprietary rights in, the Intellectual Property Assets necessary or required for the conduct of the IP Business as presently conducted. To Seller's Knowledge with respect to Intellectual Property Assets is owned exclusively that are registered by one of Seller or the Intervoice Companies. In each caseUK Subsidiary, such IP or for which registrations by Seller or the UK Subsidiary are applied for and pending, (i) all Intellectual Property Assets are free and clear of all Liens. In each case, copies of executed documents establishing ownership of issued patents and pending patent applications included shown as registered in the IP Assets are in the physical possession of the Intervoice Companies and SCHEDULE 1.1(B) have been properly registered, (ii) all pending registrations and applications have been properly made available and filed, and (iii) all such registrations, filings and issuances remain in full force and effect. All annuity, maintenance, renewal and other fees relating to Purchaserregistrations or applications of Intellectual Property Assets by Seller or the UK Subsidiary listed on SCHEDULE 1.1(B) are current. (3c) With respect All fees to maintain Seller's or the UK Subsidiary's rights, if any, in the Intellectual Property Assets registered by Seller or the UK Subsidiary, including, any trademark registration and prosecution fees and all patent applicationsprofessional fees in connection therewith pertaining to the Intellectual Property Assets due and payable on or before the Closing Date, trademark applicationshave been paid by Seller or will be paid by Seller or the UK Subsidiary before the Closing Date. (d) To Seller's Knowledge, Seller's and copyright applications the UK Subsidiary's conduct of the IP Assets pending with Business does not violate or misappropriate any Governmental Authority, the Intervoice Companies have conducted the prosecution of all such pending applications in a manner consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies. With respect to all patentstrade names, trademarks, and copyrights of the IP Assets issued or registered by any Governmental Authority, all necessary registration fees, maintenance fees, renewal fees, annuity fees and taxes consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies due in connection with such IP Assets have been paid and all necessary documents and certificates in connection with such IP Assets have been filed with the relevant patent, trademark, and copyright offices, registrars, patents or other authorities in assets or rights of any third party (including employees of or consultants to Seller). To Seller's Knowledge, no other person is infringing the United States Intellectual Property Assets of Seller or foreign jurisdictions, as the case may be, for the purposes of maintaining the registration or application for registration of such IP Assets. With regard to all applications for domain name registration and all registered domain names of the IP Assets, all necessary registration and renewal fees due in connection with such IP Assets have been paidUK Subsidiary. (4e) Section 5.03(u)(4) of the Disclosure Schedule contains a true and complete list of all material written Other than non-exclusive licenses granted to which any of the Intervoice Companies is a party with respect to any of the IP Assets (true and complete copies of which, or, if none exist, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been provided to Purchaser), except licenses and license agreements entered into customers in the ordinary course of business, (i) neither Seller nor the UK Subsidiary have granted any license or made any assignment of any Intellectual Property Assets listed on SCHEDULE 1.1 (B), and (ii) no other person has any right to use any Intellectual Property Assets owned or held by Seller or the UK Subsidiary, except for Intellectual Property Assets as to which Seller or the UK Subsidiary is a non-exclusive licensee. To Neither Seller nor the Company’s knowledge there UK Subsidiary are no material contracts or licenses granting obligated, under contract or, to Seller's Knowledge, by law, to pay any rights compensation to any third party with in respect to any of the IP use, transfer or sale of any portion of the Intellectual Property Assets. Neither Seller nor the UK Subsidiary pay any royalties or other consideration for the right to use any intellectual property of others. (5f) To The Purchased Assets include all property and assets (except for the Company’s KnowledgeExcluded Assets and the employees of Seller), none of tangible and intangible, and all leases, licenses and other agreements, which are necessary to permit Purchaser to carry on the IP Assets, or any intellectual property used, sold or offered for sale by the Intervoice Companies infringes or otherwise violates any third party intellectual property rightsBusiness as presently conducted.

Intellectual Property Assets. In the case (a) The Acquired Companies have all right, title and interest, free and clear of any liens, charges, encumbrances, restrictions, royalties or any claims of ownership by third parties whatsoever, to all intellectual property assets of the Company only, Acquired Companies used in connection with businesses of the Acquired Companies, including without limitation all patents and reissues, divisions, continuations and extensions of such patents, patents pending and applications for patents, patent disclosures docketed, registered and unregistered trademarks and service marks and applications for such trademarks and service marks, trade names, registered and unregistered copyrights and applications for copyright registration, all trade secrets, know-how, and all rights under any leases, licenses, franchises, permits, authorizations, agreements and arrangements with respect to such intellectual property assets (1) hereinafter all of the foregoing are collectively referred to as "Intellectual Property Assets"), whether owned by the Acquired Companies or owned by others and used by the Acquired Companies. All true and correct and complete copies of all such leases, licenses, franchises, permits, authorizations, agreements and arrangements have heretofore been delivered by the Acquired Companies to Buyer. Section 5.03(u)(1) 3.26 of the Disclosure Schedule lists describes all of such Intellectual Property Assets of the material worldwide pending patent applications, issued patents, pending trademark applications, registered trademarks, pending copyright applications, registered copyrights, Acquired Companies in full. The Acquired Companies have full right and registered domain names owned by the Company or its Significant Subsidiaries (the “Intervoice Companies”) (hereinafter the “IP power to assign all lease and license rights with respect to such Intellectual Property Assets”). (2b) Each The Intellectual Property Assets of the IP Assets Acquired Companies are fully sufficient to enable the Acquired Companies to produce and sell all products sold or presently intended to be sold by the Acquired Companies and such products will operate in accordance with the functional specifications and instructions set forth in the Acquired Companies' written documentation, whether published or unpublished, as such documentation is owned exclusively by one identified in Section 3.26 of the Intervoice Companies. In each caseDisclosure Schedule, such IP Assets are free and clear of all Liens. In each case, copies of executed documents establishing ownership of issued patents and pending patent applications in accordance with any other descriptions included in the IP Assets are in the physical possession of the Intervoice Companies and have been made available to PurchaserDisclosure Schedule. (3c) With respect There exist no pending or, to all patent applications, trademark applications, and copyright applications the Knowledge of the IP Assets pending with any Governmental AuthorityAcquired Companies and the Selling Shareholders, Threatened litigation, actions, lawsuits or claims, including without limitation to the Intervoice Companies have conducted filing or Threatened filing, whether voluntary or involuntary, of insolvency or bankruptcy proceedings or forfeiture proceedings against the prosecution Acquired Companies, claims of all such pending applications in a manner consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies. With respect to all patents, trademarks, and copyrights of the IP Assets issued infringement or registered by any Governmental Authority, all necessary registration fees, maintenance fees, renewal fees, annuity fees and taxes consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies due in connection with such IP Assets have been paid and all necessary documents and certificates in connection with such IP Assets have been filed with the relevant patent, trademark, and copyright offices, registrarsmisappropriation, or other authorities in claims adverse to the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the registration or application for registration of such IP Assets. With regard to all applications for domain name registration and all registered domain names ownership rights of the IP Assets, all necessary registration and renewal fees due in connection Acquired Companies with such IP respect to the Intellectual Property Assets have been paidof the Acquired Companies. (4d) Section 5.03(u)(4) of the Disclosure Schedule contains a true No failure to maintain and complete list of all material written licenses to which any of the Intervoice Companies is a party adequately protect exists with respect to any of the IP Assets Intellectual Property Assets, including maintenance payments thereof and renewals or extensions thereof, except as expressly disclosed in Section 3.26 of the Disclosure Schedule. (true e) The Acquired Companies own or is a licensee of all Intellectual Property Assets, and complete copies the Acquired Companies have all rights to assign all such license rights and/or to sublicense such rights and/or to grant sublicense rights to others as necessary to conduct the present businesses of which, or, if none exist, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers the Acquired Companies. (f) The Acquired Companies have not consented to or otherwise knowingly acquiesced in the use by another person or entity of any terms thereof, have been provided to Purchaser), except licenses and license agreements entered into in of the ordinary course of business. To the Company’s knowledge there are no material contracts Acquired Companies' name or licenses granting any rights to any third party with respect a name that is substantially similar to any of the IP AssetsAcquired Companies' name. (5) To the Company’s Knowledge, none of the IP Assets, or any intellectual property used, sold or offered for sale by the Intervoice Companies infringes or otherwise violates any third party intellectual property rights.

Intellectual Property Assets. In (a) Exhibit 2.13 contains a complete and accurate list of all intellectual property owned or licensed (as licensor or licensee) by Seller, Stockholder or any Principal which is or has been used in or otherwise related to the case business of Seller (the Company only, “Intellectual Property Assets”). The Intellectual Property Assets of Seller on Exhibit 2.13 contains a complete and accurate list of (1i) Section 5.03(u)(1) of the Disclosure Schedule lists the material worldwide all patents owned by Seller and all pending patent applicationsapplications assigned to or subject to assignment to Seller, issued patentsincluding for each such patent or patent application the application serial number or patent number, country, filing date, date of issuance (if applicable) and title, (ii) all registered trademarks and service marks of Seller and pending trademark applicationsapplications by Seller, registered trademarksincluding, pending copyright applicationsfor each such trademark and service xxxx, registered copyrightsthe application number, registration number (if applicable), country, filing date, registration date (if applicable), xxxx, and description of goods and/or services (iii) all registered copyrights of Seller and copyright applications by Seller, including the application number, registration number (if applicable), title, country, filing date and registration date (if applicable); (iv) all registered domain names owned or used by the Company Seller, including their renewal dates; and (v) all other registrations and/or pending applications for Intellectual Property Assets owned or its Significant Subsidiaries filed by Seller ((i) through (v), collectively, the “Intervoice Companies”) (hereinafter the “IP AssetsRegistered Intellectual Property”). All annuity, maintenance, renewal and other fees in connection with the Registered Intellectual Property are current and all other actions necessary to maintain pendency of any applications for any Registered Intellectual Property have been taken and no such payment is due or action need be taken within sixty (60) days after the date of this Agreement. (2b) Each Seller owns or has the right to use pursuant to a valid and enforceable Contract all Intellectual Property Assets necessary for the operation of the IP Assets is owned exclusively by one of the Intervoice Companies. In its business as presently conducted or contemplated to be conducted, in each case, such IP Assets are case free and clear of all Liens. In each case, copies of executed documents establishing ownership of issued patents and pending patent applications included in the IP Assets are in the physical possession of the Intervoice Companies and have been made available to Purchaser. (3) With respect to all patent applications, trademark applications, and copyright applications of the IP Assets pending with any Governmental Authority, the Intervoice Companies have conducted the prosecution of all such pending applications in a manner consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies. With respect to all patents, trademarks, and copyrights of the IP Assets issued or registered by any Governmental Authority, all necessary registration fees, maintenance fees, renewal fees, annuity fees and taxes consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies due in connection with such IP Assets have been paid and all necessary documents and certificates in connection with such IP Assets have been filed with the relevant patent, trademark, and copyright offices, registrars, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the registration or application for registration of such IP Assets. With regard to all applications for domain name registration and all registered domain names of the IP Assets, all necessary registration and renewal fees due in connection with such IP Assets have been paid. (4) Section 5.03(u)(4) of the Disclosure Schedule contains a true and complete The list of Contracts set forth on Exhibit 2.6 includes all material written licenses Contracts related to which any of the Intervoice Companies is a party with respect to any of the IP Intellectual Property Assets (true and complete copies all of which, or, if none exist, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been provided to Purchaserwhich are noted as such on such schedule), except for non-exclusive licenses and license agreements entered into of Intellectual Property Assets issued by Seller to its customers in the ordinary course of its business. (c) Seller does not infringe or unlawfully or wrongfully use or possess any intellectual property of any person or entity and did not misappropriate any intellectual property of any person or entity. Seller’s conduct of its business, and the continuation of the business subsequent to Closing, does not and will not violate, infringe upon, or misappropriate the Intellectual Property Assets of any person or entity, and no such claim of violation, infringement or misappropriation has been threatened or asserted or is pending against Seller, its end-user customers, licensees or licensors. No product (including final and intermediate products) made, imported, offered for sale, sold or distributed by Seller, or process used or service provided by Seller, violates or breaches any Contract, or violates, infringes, or misappropriates any Intellectual Property Assets of any person or entity. To the Company’s best knowledge of Seller, none of the foregoing claims or demands by any person or entity will be, or is likely to be made, nor is there are no material contracts any fact or licenses granting any rights circumstance that could reasonably give rise to any third party such claim or demand. (d) No person or entity has interfered with, infringed upon, misappropriated, or otherwise come into conflict with respect any Intellectual Property Assets owned by Seller. No action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending or, to the best knowledge of Seller, threatened, which challenges the legality, validity, enforceability, use or ownership of any of the IP such Intellectual Property Assets. (5e) To Seller is not bound by any Contract or order that restricts the Company’s Knowledge, none right of Seller or Buyer to exploit any Intellectual Property Assets in any way. (f) The Intellectual Property Assets owned by Seller are valid and enforceable and Seller has taken all necessary steps to ensure the IP validity and enforceability of such Intellectual Property Assets, and to ensure the confidentiality of any trade secrets or any intellectual property usedother confidential information of Seller. (g) Each Intellectual Property Asset owned, sold used or offered available for sale use by Seller immediately prior to the Intervoice Companies infringes Closing Date will be owned or otherwise violates any third party intellectual property rightsavailable for use by Buyer on identical terms and conditions immediately subsequent to the Closing Date hereunder.

Intellectual Property Assets. In Assuming (i) the case receipt of all consents required to assign or transfer any Assumed Contract (or, with respect to those which are not received, the cooperation by Seller pursuant to Section 10.6 of the Company only, Acquisition Agreement), (1ii) the replication or split and partial assignment of all Non-Assignable Shared Contracts material, individually or in the aggregate, to the Business as contemplated by Section 5.03(u)(110.7 of the Acquisition Agreement, and (iii) the acquisition of all regulatory approvals of Governmental Entities required in connection with the authorization, execution and delivery of the Acquisition Agreement and the consummation of the Contemplated Transactions and excluding all (A) with respect to the receipt of administrative or corporate services or benefits (as set forth in Section 1.2(b) of the Disclosure Schedule lists the material worldwide pending patent applicationsAcquisition Agreement), issued patents, pending trademark applications, registered trademarks, pending copyright applications, registered copyrights, Software and registered domain names owned by the Company or its Significant Subsidiaries (the “Intervoice Companies”) (hereinafter the “IP Assets”). (2) Each of the IP Assets is owned exclusively by one of the Intervoice Companies. In each case, such IP Assets are free and clear of all Liens. In each case, copies of executed documents establishing ownership of issued patents and pending patent applications included in the IP Assets are in the physical possession of the Intervoice Companies and have been made available to Purchaser. (3) With respect to all patent applications, trademark applications, and copyright applications of the IP Assets pending with any Governmental Authority, the Intervoice Companies have conducted the prosecution of all such pending applications in a manner consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies. With respect to all patents, trademarks, and copyrights of the IP Assets issued or registered by any Governmental Authority, all necessary registration fees, maintenance fees, renewal fees, annuity fees and taxes consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies due other Third-Party Intellectual Property used in connection with such IP Assets have been paid services or benefits provided to the Acquired Companies pursuant to the Transition Services Agreement, (B) rights granted to the Seller Group under the Contracts set forth on Schedule 3.9 of the Seller IPA Disclosure Schedule, (C) Licensed Mobility Patents (as defined in the Mobility Intellectual Property License) and all necessary documents and certificates Mobility Technology (as defined in connection with such IP Assets have been filed with the relevant patentMobility Intellectual Property License), trademarkin each case to the extent licensed to each member of the Motorola Group (as defined in the Mobility Intellectual Property License) as of the Initial Closing Date pursuant to the Mobility Intellectual Property License, and copyright offices, registrars(D) Intellectual Property (other than Licensed IP) owned by, or licensed from any Person (other authorities in than the United States or foreign jurisdictionsSeller Entities) to, as a supplier of the case may be, Seller Entities that is used by such supplier for the purposes of maintaining of, and to the registration or application extent necessary for, such supplier to manufacture and supply Enterprise Products for registration of such IP Assets. With regard to all applications for domain name registration and all registered domain names of the IP Assets, all necessary registration and renewal fees due in connection with such IP Assets have been paid. (4) Section 5.03(u)(4) of the Disclosure Schedule contains a true and complete list of all material written licenses to which any of the Intervoice Companies is a party Seller Entities with respect to any the Business, and (E) Patents to which the Seller Entities are not licensed as of the Effective Date and that claim Wireless Standards,: the Transferred IP Assets (true and complete copies the Licensed IP, taking into account all provisions of whichthis IP Agreement and the other Transaction Agreements, orwill be sufficient to enable the Purchaser Assignees and Purchaser Licensees to design, if none existdevelop, reasonably complete manufacture, import, market, distribute, offer for sale, sell, resell, import, export, use, and accurate written descriptions support the Enterprise Products and perform services in connection therewith immediately following the Initial Closing in all material respects as designed, manufactured, imported, marketed, distributed, offered for sale, sold, imported, exported, used, supported, and provided, as applicable, by the Seller Entities as of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been the Effective Date; provided to Purchaser), except licenses and license agreements entered into in that the ordinary course of business. To the Company’s knowledge there are no material contracts foregoing shall not be construed as a representation or licenses granting any rights to any warranty against third party Intellectual Property infringement claims. The Purchaser Licensees shall have, following the Initial Closing Date, sufficient rights with respect to the Trademarks licensed to the Purchaser Licensees pursuant to Section 2.2(d), to resell after the Initial Closing Date, finished Enterprise Products that are part of the Acquired Assets or Acquired Company Assets and that bear, as of the Initial Closing Date, any of the IP Assetssuch Trademarks. (5) To the Company’s Knowledge, none of the IP Assets, or any intellectual property used, sold or offered for sale by the Intervoice Companies infringes or otherwise violates any third party intellectual property rights.