Common use of Intellectual Property Claims Clause in Contracts

Intellectual Property Claims. The Loan Parties and the Controlled Entities are the sole owner of, or otherwise have the right to use, the Intellectual Property material to their business. Except as described on Schedule 5.9, (i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to a Loan Party or a Controlled Entity that any material part of the Intellectual Property violates the rights of any third party. Exhibit C is a true, correct and complete list of each of the Loan Parties’ and Controlled Entities’ Patents, registered Trademarks, registered Copyrights, and material agreements under which a Loan Party or Controlled Entity licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by a Loan Party or a Controlled Entity, in each case as of the Closing Date. The Loan Parties and the Controlled Entities are not in material breach of, nor have the Loan Parties or the Controlled Entities failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Loan Party’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. The Loan Parties and the Controlled Entities are the sole owner of, or otherwise have the right to use, the Intellectual Property Product IP Rights material to their businessbusiness and the Product. Except as described on Schedule 5.95.9 to the Disclosure Letter, (i) to the Loan Parties’ knowledge, each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property Product IP Rights has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to a Loan Party or a Controlled Entity that any material part of the Intellectual Property Product IP Rights violates the rights of any third partyThird Party. To the Loan Parties’ knowledge, Exhibit C is D to the Disclosure Letter contains a true, correct and complete list as related to the Product of each of the Loan Parties’ and Controlled Entities’ Patents, registered Trademarks, registered Copyrights, and material agreements under which a Loan Party or Controlled Entity licenses Intellectual Property Product IP Rights from third parties (other than shrink-wrap or off the shelf software licenses), together with application or registration numbers, as applicable, owned by a Loan Party or a Controlled Entity, in each case as of the Closing DateParty. The Loan Parties and the Controlled Entities are not in material breach of, nor have the Loan Parties or the Controlled Entities failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Loan Partythe Borrower’s knowledge, no third party Third Party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. The Loan Parties and the Controlled Entities are the sole owner of, or otherwise have the right to use, the Intellectual Property material to their its business. Except as described on Schedule 5.9, 5.9 to the Disclosure Letter (as may be supplemented by disclosures provided in Compliance Certificate) (i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to a Loan Party or a Controlled Entity that any material part of the Intellectual Property violates the rights of any third party. Exhibit C D to the Disclosure Letter is a true, correct and complete list of each of the Loan Parties’ and Controlled Entities’ Patents, registered Trademarks, registered Copyrights, and material agreements under which a Loan Party or Controlled Entity licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by a Loan Party or a Controlled EntityParty, in each case as of the Closing Date. The Loan Parties and the Controlled Entities are not in material breach of, nor have the Loan Parties or the Controlled Entities failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements andand except as may be supplemented by disclosures provided in Compliance Certificate, to Loan Party’s Borrowers’ knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.. US-DOCS\105484033.25

Intellectual Property Claims. The Each Loan Parties and the Controlled Entities are Party is the sole owner of, or otherwise have has the right to use, the Intellectual Property material to their its business. Except as described on Schedule 5.95.10 to the Disclosure Letter (as may be supplemented by disclosures provided in the Compliance Certificate), (i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no written claim has been made to a Loan Party or a Controlled Entity that any material part of the Intellectual Property violates the rights of any third party. Exhibit C to the Disclosure Letter is a true, correct and complete list of each of the Loan Parties’ and Controlled Entities’ Patents, registered Trademarks, registered Copyrights, and material agreements under which a Loan Party or Controlled Entity licenses Intellectual Property from third parties (other than shrink-wrap software licenseslicenses or ordinary course services agreements granting rights to a Loan Party in connection with such services or deliverables arising from such services agreements), together with application or registration numbers, as applicable, owned by a Loan Party or a Controlled EntityParty, in each case as of the Closing Date. The No Loan Parties and the Controlled Entities are not Party is in material breach of, nor have the has any Loan Parties or the Controlled Entities Party failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, except as may be supplemented by disclosures provided in the Compliance Certificate, to Loan Party’s Borrowers’ knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. The Each Loan Parties and the Controlled Entities are Party or its applicable Subsidiary is the sole owner of, or otherwise have has the right to use, the Intellectual Property material to their such Loan Party’s and each such Subsidiary’s business. Except as described on Schedule 5.9, (i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to a any Loan Party or a Controlled Entity any Subsidiary that any material part of the Intellectual Property violates the rights of any third party. Exhibit C D is a true, correct and complete list of each Loan Party’s and each of the Loan Parties’ and Controlled Entities’ its Subsidiary’s Patents, registered Trademarks, registered Copyrights, and material agreements under which a any Loan Party or Controlled Entity any of its Subsidiaries licenses Intellectual Property that is material to the Loan Parties and their Subsidiaries’ business from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by a Loan Party or a Controlled Entityany of its Subsidiaries, in each case as of the Closing Date. The Neither any Loan Parties and the Controlled Entities are not Party nor any Subsidiary thereof is in material breach of, nor have the has any Loan Parties Party or the Controlled Entities any Subsidiary thereof failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to the knowledge of the Loan Party’s knowledgeParties, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. The To the Loan Parties and the Controlled Entities are Parties’ knowledge, each Platform Company is the sole owner of, or otherwise have has the right to use, the Intellectual Property material to their such Platform Company’s business. Except as described on Schedule 5.9To the Loan Parties’ knowledge, (i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property of a Platform Company has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to a Loan Party or or, to the Loan Parties’ knowledge, to a Controlled Entity Platform Company, that any material part of the Intellectual Property of a Platform Company violates the rights of any third party. Exhibit C D is a true, correct and complete list of each of the Loan Parties’ and Controlled Entities’ Patents, registered all Trademarks, registered Copyrights, Patents and mask works of each Loan Party, together with application or registration numbers, as applicable, and of all material agreements under which a Loan Party or Controlled Entity Platform Company licenses Intellectual Property from third parties (other than shrink-wrap software licenseslicenses or software licenses available in the ordinary course of business), together with application or registration numbers, as applicable, owned by a Loan Party or a Controlled Entity, in each case as of the Closing Date. The No Loan Parties and Party, or, to the Controlled Entities are not Loan Parties’ knowledge, no Platform Company is in material breach of, nor have the Loan Parties or the Controlled Entities has such Person failed to perform any material obligations under, any of the foregoing material contracts, licenses or agreements and, to the Loan Party’s Parties’ knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. The Loan Parties and the Controlled Entities are Except for Permitted Liens, Borrower is the sole owner of, or otherwise have has the right to use, the Intellectual Property material to their Borrower’s business. Except as described on Schedule 5.9, (i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) to Borrower’s knowledge, no claim has been made to a Loan Party or a Controlled Entity Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit C D is a true, correct and complete list of each of the Loan Parties’ and Controlled Entities’ Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which a Loan Party or Controlled Entity Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, to Borrower’s knowledge, owned by a Loan Party Borrower or a Controlled Entityany Subsidiary, in each case as of the Closing New Loan Effective Date. The Loan Parties and the Controlled Entities are Borrower is not in material breach of, nor have the Loan Parties or the Controlled Entities has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Loan PartyBorrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. The Loan Parties and the Controlled Entities are Borrower is the sole owner of, or otherwise have has the right to use, the Intellectual Property material to their Borrower’s business. Except as described on Schedule 5.9, (i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property utilized by Borrower in its business, directly or indirectly, has been judged invalid or unenforceable, in whole or in part, and (iii) no written claim has been made to a Loan Party or a Controlled Entity Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit C D is a true, correct and complete list of each of the Loan Parties’ and Controlled Entities’ Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which a Loan Party or Controlled Entity Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenseslicenses and other licenses for over-the-counter software), together with application or registration numbers, as applicable, owned by a Loan Party Borrower or a Controlled Entityany Subsidiary, in each case as of the Closing Date. The Loan Parties and the Controlled Entities are Borrower is not in material breach of, nor have the Loan Parties or the Controlled Entities has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Loan PartyBorrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. The Loan Parties and the Controlled Entities are Except for Permitted Liens, Borrower is the sole owner of, or otherwise have has the right to use, the Intellectual Property material to their Borrower’s business. Except as described on Schedule 5.9, (i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) to Borrower’s knowledge, no claim has been made to a Loan Party or a Controlled Entity Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit C D is a true, correct and complete list of each of the Loan Parties’ and Controlled Entities’ Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which a Loan Party or Controlled Entity Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, to Borrower’s knowledge, owned by a Loan Party Borrower or a Controlled Entityany Subsidiary, in each case as of the Closing Date. The Loan Parties and the Controlled Entities are Borrower is not in material breach of, nor have the Loan Parties or the Controlled Entities has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Loan PartyBorrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.