Common use of Intellectual Property Contracts Clause in Contracts

Intellectual Property Contracts. (i) Neither this Agreement nor the consummation of the transactions contemplated by this Agreement will automatically result in the breach, modification, cancellation, termination or suspension of any material Company Third Party IP Contract. (ii) Neither this Agreement nor the transactions contemplated by this Agreement will because of a Company IP Contract result in (A) any third party being automatically granted rights or access to, or the placement in or release from escrow, of any Company IP or software covered by Company IP, or (B) the Company automatically granting to any third party any right in any Company IP. (iii) Neither this Agreement nor the transactions contemplated by this Agreement will because of a Company IP Contract result in: (A) Acquiror or any of its Subsidiaries granting to any third party any right to or with respect to any Intellectual Property owned by, or licensed to, any of them, (B) Acquiror or any of its Subsidiaries being bound by, or subject to, any non-compete or other material restriction on the operation or scope of their respective businesses, or (C) Acquiror or any of its Subsidiaries being obligated to pay any royalties or other material amounts, or offer any discounts, to any third party in excess of those payable by, or required to be offered by, any of them, respectively, in the absence of this Agreement or the transactions contemplated hereby. (iv) The execution, delivery and performance of this Agreement complies with all applicable laws relating to privacy and the Company’s and its Subsidiaries’ applicable privacy policies. (v) Neither the Company nor any of its Subsidiaries is a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Intellectual Property to any Person.

Intellectual Property Contracts. (i) All Intellectual Property Contracts are in full force and effect. (ii) Neither this Agreement the Company nor any of its Subsidiaries is in material breach of any of the Intellectual Property Contracts, and, to the Company’s Knowledge, no other party to any Intellectual Property Contract has materially failed to perform thereunder. (iii) The consummation of the transactions contemplated by this Agreement will automatically neither violate nor result in the breach, modification, cancellation, termination or suspension of any material Intellectual Property Contract. Following the Effective Time, Parent will be permitted to exercise all of the Company’s and its Subsidiaries” rights under all Intellectual Property Contracts, to the same extent the Company Third Party IP Contractand its Subsidiaries would have been able to had the transactions contemplated by this Agreement not occurred and without being required to pay any additional amounts or consideration other than fees, royalties or payments which the Company and its Subsidiaries would otherwise be required to pay had such transactions contemplated hereby not occurred. (iiiv) Neither this Agreement nor the transactions contemplated by this Agreement Agreement, including the assignment to Parent, by operation of law or otherwise, of any Contracts or agreements to which the Company or any of its Subsidiaries is a party, will because of a Company IP Contract result in (Ai) any third party being automatically granted rights or access to, or the placement in or release from escrow, of any Company IP or software covered by Company IP, or (B) the Company automatically Parent granting to any third party any right in any Company IP. (iii) Neither this Agreement nor the transactions contemplated by this Agreement will because Intellectual Property of a Company IP Contract result in: (A) Acquiror Parent or any of its Subsidiaries granting to any third party any right to or with respect to any Intellectual Property owned by, or licensed to, any of them(other than Company and its Subsidiaries), (Bii) Acquiror Parent or any of its Subsidiaries (other than Company and its Subsidiaries) being bound by, or subject to, any non-compete or other material restriction on the operation or scope of their respective businesses, or (Ciii) Acquiror Parent or any of its Subsidiaries (other than Company and its Subsidiaries) being obligated to pay any royalties or other material amounts, or offer any discounts, amounts to any third party in excess of those payable by, or required to be offered by, any of them, respectively, in the absence of this Agreement or the transactions contemplated hereby. (iv) The execution, delivery and performance of this Agreement complies with all applicable laws relating to privacy and the Company’s by Company and its Subsidiaries’ applicable privacy policies. (v) Neither the Company nor any of its Subsidiaries is a member of or party to any patent pool, industry standards body, trade association or other organization pursuant prior to the rules of which it is obligated to license any existing or future Intellectual Property to any PersonClosing.

Intellectual Property Contracts. (i) Neither this Agreement nor the consummation of the transactions contemplated by this Agreement will automatically result in the breach, modification, cancellation, termination or suspension of any material Company LTX-Credence Third Party IP Contract. (ii) Neither this Agreement nor the transactions contemplated by this Agreement will because of a Company an LTX-Credence IP Contract result in (A) any third party being automatically granted rights or access to, or the placement in or release from escrow, of any Company LTX-Credence IP or software covered by Company LTX-Credence IP, or (B) the Company LTX-Credence automatically granting to any third party any right in any Company LTX-Credence IP. (iii) . Neither this Agreement nor the transactions contemplated by this Agreement will because of a Company an LTX-Credence IP Contract result in: (Ai) Acquiror or Verigy, any of its Subsidiaries or the Transaction Subsidiaries granting to any third party any right to or with respect to any Intellectual Property owned by, or licensed to, any of them, (Bii) Acquiror or Verigy, any of its Subsidiaries or the Transaction Subsidiaries, being bound by, or subject to, any non-compete or other material restriction on the operation or scope of their respective businesses, or (Ciii) Acquiror or Verigy, any of its Subsidiaries or the Transaction Subsidiaries being obligated to pay any royalties or other material amounts, or offer any discounts, to any third party in excess of those payable by, or required to be offered by, any of them, respectively, in the absence of this Agreement or the transactions contemplated hereby. (iv) . The execution, delivery and performance of this Agreement complies with all applicable laws relating to privacy and the CompanyLTX-Credence’s and its Subsidiaries’ applicable privacy policies. (viii) Neither the Company LTX-Credence nor any of its Subsidiaries is a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Intellectual Property to any Person.

Intellectual Property Contracts. (i) Neither this Agreement nor the consummation of the transactions contemplated by this Agreement will automatically result in the breach, modification, cancellation, termination or suspension of any material Company Verigy Third Party IP Contract. (ii) Neither this Agreement nor the transactions contemplated by this Agreement will because of a Company Verigy IP Contract result in (A) any third party being automatically granted rights or access to, or the placement in or release from escrow, of any Company Verigy IP or software covered by Company Verigy IP, or (B) the Company Verigy automatically granting to any third party any right in any Company Verigy IP. (iii) . Neither this Agreement nor the transactions contemplated by this Agreement will because of a Company Verigy IP Contract result in: (Ai) Acquiror LTX-Credence or any of its Subsidiaries granting to any third party any right to or with respect to any Intellectual Property owned by, or licensed to, any of them, (Bii) Acquiror LTX-Credence or any of its Subsidiaries being bound by, or subject to, any non-compete or other material restriction on the operation or scope of their respective businesses, or (Ciii) Acquiror LTX-Credence or any of its Subsidiaries being obligated to pay any royalties or other material amounts, or offer any discounts, to any third party in excess of those payable by, or required to be offered by, any of them, respectively, in the absence of this Agreement or the transactions contemplated hereby. (iv) . The execution, delivery and performance of this Agreement complies with all applicable laws relating to privacy and the CompanyVerigy’s and its Subsidiaries’ applicable privacy policies. (viii) Neither the Company Verigy nor any of its Subsidiaries is a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Intellectual Property to any Person.