Common use of Intellectual Property; Data Security Clause in Contracts

Intellectual Property; Data Security. (a) Each Loan Party owns, is licensed to use or otherwise has the right to use, all Intellectual Property that is necessary to the conduct of such Loan Party’s business, taken as a whole, as currently conducted except for such Intellectual Property the failure of which to own or license or otherwise have the right to use would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (i) The Owned Intellectual Property, Licensed Intellectual Property and the conduct and operations of the business of each Loan Party and each Restricted Subsidiary as currently conducted does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person, (ii) except as set forth on Schedule 3.16, no other Person has contested in writing any right, title or interest of such Loan Party or any Restricted Subsidiary of such Loan Party in, or relating to, any Intellectual Property and (iii) each Loan Party is the owner of its Owned Intellectual Property free and clear of any Lien other than any Permitted Liens, other than, in the case of (i), (ii) or (iii) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) With respect to each Loan Party (i) none of the Owned Intellectual Property and, to the knowledge of such Loan Party, none of the Licensed Intellectual Property has been adjudged invalid or unenforceable in whole or part, and, to the knowledge of such Loan Party, all such Owned Intellectual Property and, to the knowledge of such Loan Party, all of the Licensed Intellectual Property is valid and enforceable, and (ii) there exist no restrictions on the disclosure, use, license or transfer of any Owned Intellectual Property or, to the knowledge of such Loan Party, of any Licensed Intellectual Property, other than, in the case of (i) or (ii) above, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Each Loan Party has taken all actions reasonably necessary to maintain and protect its rights in its Owned Intellectual Property and Licensed Intellectual Property, including payment of applicable maintenance fees and filing of applicable statements of use, other than, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Each Loan Party has taken commercially reasonable actions to protect and maintain the security, integrity and continuous operation of its material software and systems (and the data stored therein or processed thereby), and there has been no breach, violation or unauthorized access to same, other than incidents that were resolved without material cost, liability or the duty to notify any Person.

Intellectual Property; Data Security. (a) Each Loan Party ownsThe Company and its Subsidiaries own, is licensed possess, license, or have other rights to use or otherwise has all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, inventions, trade secrets, technology, Internet domain names, know-how, and other intellectual property (collectively, the right to use, all “Intellectual Property that is Property”) necessary to for the conduct of their respective businesses as now conducted or as proposed to be conducted free and clear of all Liens and such Loan PartyIntellectual Property is valid, subsisting and enforceable, and is not subject to any outstanding order, judgment, decree or agreement adversely affecting the Company’s businessor its Subsidiaries’ use of, or rights to, such Intellectual Property, except where the failure to own, possess, license, or have such rights would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except where such violations or infringements would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, as currently conducted except for (i) other than with respect to licensed Intellectual Property, there are no rights of third parties to any such Intellectual Property, (ii) to the Company’s Knowledge, there is no infringement by third parties of any such Intellectual Property, (iii) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding, or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property (other than licensed Intellectual Property, in which case, to the failure Company’s Knowledge there is no such Proceeding by others pending or threatened), (iv) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding, or claim by others challenging the validity or scope of any such Intellectual Property (other than licensed Intellectual Property, in which case, to own the Company’s Knowledge there is no such Proceeding by others pending or license threatened), and (v) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding, or claim by others that the Company and/or any Subsidiary infringes or otherwise violates any patent, trademark, copyright, trade secret, or other proprietary rights of others. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (A) the Company and its Subsidiaries are and since December 31, 2020 have been in compliance with all applicable Laws related to data privacy and data security and (B) since December 31, 2020, there has been no loss or theft of data or security breach or unauthorized access or use relating to data (including Personally Identifiable Information) in the right to use possession, custody or control of the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (i) The Owned Intellectual Property, Licensed Intellectual Property and the conduct and operations of the business of each Loan Party and each Restricted Subsidiary as currently conducted does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person, (ii1) except as set forth on Schedule 3.16since December 31, 2020 no other Person has contested in writing any right, title or interest of such Loan Party or any Restricted Subsidiary of such Loan Party in, or relating to, any Intellectual Property and (iii) each Loan Party is the owner of its Owned Intellectual Property free and clear of any Lien other than any Permitted Liens, other than, in the case of (i), (ii) or (iii) above, as would not, individually or in the aggregate, reasonably be expected to claims have a Material Adverse Effect. (c) With respect to each Loan Party (i) none of the Owned Intellectual Property and, to the knowledge of such Loan Party, none of the Licensed Intellectual Property has been adjudged invalid or unenforceable in whole or part, and, to the knowledge of such Loan Party, all such Owned Intellectual Property and, to the knowledge of such Loan Party, all of the Licensed Intellectual Property is valid and enforceable, and (ii) there exist no restrictions on the disclosure, use, license or transfer of any Owned Intellectual Property asserted or, to the knowledge Company’s Knowledge, threatened in writing against the Company or any of such Loan Party, of any Licensed Intellectual Property, other than, in the case of (i) or (ii) above, as could not, individually or in the aggregate, reasonably be expected its Subsidiaries relating to have a Material Adverse Effect. (d) Each Loan Party has taken all actions reasonably necessary to maintain and protect its rights in its Owned Intellectual Property and Licensed Intellectual Property, including payment of applicable maintenance fees and filing of applicable statements of use, other than, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Each Loan Party has taken commercially reasonable actions to protect and maintain the data security, integrity and continuous operation privacy, or the storage, transfer, use or processing of its material software and systems data (and the data stored therein or processed therebyincluding Personally Identifiable Information), and there has (2) to the Company’s Knowledge, the Company and its Subsidiaries are not and since December 31, 2020 have never been no breachthe subject of any audits, violation investigations or unauthorized access other inquiries or Proceedings relating to samedata security, other than incidents that were resolved without material costprivacy, liability or the duty to notify storage, transfer, use or processing of data (including Personally Identifiable Information) from any PersonGovernmental Entity.

Intellectual Property; Data Security. (a) Each Loan Party owns, is licensed to use or otherwise has the right to use, all Intellectual Property that is necessary to the conduct of such Loan Party’s business, taken as a whole, as currently conducted except for such Intellectual Property the failure of which to own or license or otherwise have the right to use would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (i) The Owned Intellectual Property, Licensed Intellectual Property and the conduct and operations of the business of each Loan Party and each Restricted Subsidiary as currently conducted does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person, (ii) except as set forth on Schedule 3.16, no other Person has contested in writing any right, title or interest of such Loan Party or any Restricted Subsidiary of such Loan Party in, or relating to, any Intellectual Property and (iii) each Loan Party is the owner of its Owned Intellectual Property free and clear of any Lien other than any Permitted Liens, other than, in the case of (i), (ii) or (iii) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) With respect to each Loan Party (i) none of the Owned Intellectual Property and, to the knowledge of such Loan Party, none of the Licensed Intellectual Property has been adjudged invalid or unenforceable in whole or part, and, to the knowledge of such Loan Party, all such Owned Intellectual Property and, to the knowledge of such Loan Party, all of the Licensed Intellectual Property is valid and enforceable, and (ii) there exist no restrictions on the disclosure, use, license or transfer of any Owned Intellectual Property or, to the knowledge of such Loan Party, of any Licensed Intellectual Property, other than, in the case of (i) or (ii) above, as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Each Loan Party has taken all actions reasonably necessary to maintain and protect its rights in its Owned Intellectual Property and Licensed Intellectual Property, including payment of applicable maintenance fees and filing of applicable statements of use, other than, as could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Each Loan Party has taken commercially reasonable actions to protect and maintain the security, integrity and continuous operation of its material software and systems (and the data stored therein or processed thereby), and there has been no breach, violation or unauthorized access to same, other than incidents that were resolved without material cost, liability or the duty to notify any Person.

Intellectual Property; Data Security. (ai) Each Loan Note Party owns, is licensed to use or otherwise has the right to use, all Intellectual Property that is necessary to the conduct of such Loan Note Party’s business, taken as a whole, as currently conducted except for such Intellectual Property the failure of which to own or license or otherwise have the right to use would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (iii) (A) The Owned Intellectual Property, Licensed Intellectual Property and the conduct and operations of the business of each Loan Note Party and each Restricted Subsidiary as currently conducted does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other Person, (iiB) except as set forth on Schedule 3.163(w), no other Person has contested in writing any right, title or interest of such Loan Note Party or any Restricted Subsidiary of such Loan Note Party in, or relating to, any Intellectual Property and (iiiC) each Loan Note Party is the owner of its Owned Intellectual Property free and clear of any Lien other than any Permitted Liens, other than, in the case of (iA), (iiB) or (iiiC) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ciii) With respect to each Loan Note Party (iA) none of the Owned Intellectual Property and, to the knowledge of such Loan Note Party, none of the Licensed Intellectual Property has been adjudged invalid or unenforceable in whole or part, and, to the knowledge of such Loan Note Party, all such Owned Intellectual Property and, to the knowledge of such Loan Note Party, all of the Licensed Intellectual Property is valid and enforceable, and (iiB) there exist no restrictions on the disclosure, use, license or transfer of any Owned Intellectual Property or, to the knowledge of such Loan Note Party, of any Licensed Intellectual Property, other than, in the case of (iA) or (iiB) above, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (div) Each Loan Note Party has taken all actions reasonably necessary to maintain and protect its rights in its Owned Intellectual Property and Licensed Intellectual Property, including payment of applicable maintenance fees and filing of applicable statements of use, other than, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ev) Each Loan Note Party has taken commercially reasonable actions to protect and maintain the security, integrity and continuous operation of its material software and systems (and the data stored therein or processed thereby), and there has been no breach, violation or unauthorized access to same, other than incidents that were resolved without material cost, liability or the duty to notify any Person.