Intellectual Property; Data Security and Privacy. (a) Section 4.12(a) of the Schedules sets forth, as of the date hereof, an accurate and complete list of all United States and foreign issued Patents, pending Patent applications, registered Trademarks, pending applications for registration of Trademarks, material unregistered Trademarks, registered Copyrights, pending applications for registration of Copyrights, Company Software, social media identifiers, and registered domain names, in each case, owned by the Company or any of the Company’s Subsidiaries (the foregoing being, collectively, the “Owned Company Intellectual Property”). Section 4.12(a) of the Schedules lists (x) the record owner of each such item of Owned Company Intellectual Property and (y) the jurisdictions in which each such item of Owned Company Intellectual Property has been issued or registered or in which each such application for issuance or registration of such item of Owned Company Intellectual Property has been filed. No registrations or applications for material Owned Company Intellectual Property have expired or been canceled or abandoned except in accordance with the expiration of the term of such rights or where the Company has made a good faith business judgment to permit such registrations or applications to expire, be canceled, or become abandoned. Each item of Owned Company Intellectual Property (other than unregistered Intellectual Property and applications therefor) is subsisting and, to the Knowledge of the Company, valid and enforceable.
Intellectual Property; Data Security and Privacy. (a) Section 3.12(a) of the Disclosure Schedules contains a correct, current, and complete list of: (i) all Company IP Registrations; (ii) all unregistered Trademarks included in the Company Intellectual Property; (iii) all proprietary Software of the Company; (iv) all domain names and social media account of the Company; and (v) a complete list of all Company IP Agreements: (1) under which the Company is a licensor or otherwise grants to any Person any right, title or interest relating to any Company Intellectual Property; or (2) under which the Company is a licensee or otherwise granted any right, title or interest relating to the Intellectual Property of any Person, except for licenses offered under commercial off-the-shelf terms. Seller has provided Buyer with true and complete copies of all Company IP Agreements. Neither the Company nor any other party thereto is, or, to the Knowledge of Seller, is alleged to be, in breach of or default under any Company IP Agreement. Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of, or require the consent of any other Person in respect of, the Company’s right to own or use any Intellectual Property.
Intellectual Property; Data Security and Privacy. (a) Section 3.16(a) of the Parent Disclosure Letter sets forth a true and complete list (in all material respects) of all registrations and applications for Intellectual Property Rights that are owned by Parent or any Parent Subsidiary (“Parent Registered IP”), including the applicable (i) jurisdiction of application/registration, (ii) application or registration number, (iii) date of filing or issuance, and (iv) owner. Parent or one of its Subsidiaries is the sole and exclusive owner of all of Parent Registered IP. All required filings and fees related to Parent Registered IP have been timely filed with and paid to the relevant Governmental Entities and authorized registrars, and all Parent Registered IP is otherwise valid, subsisting and in good standing.
Intellectual Property; Data Security and Privacy
