Common use of Intellectual Property, etc Clause in Contracts

Intellectual Property, etc. (a) Schedule 6.19(a) of the Company Disclosure Statement identifies all of the (i) internet web sites, internet domain names and URLs, (ii) trademark registrations and applications, (iii) material copyright registrations, and (iv) patents, and pending patent applications owned by the Company or any of its Subsidiaries on and as of the Closing Date. On and as of the Closing Date, all of the patents and patent applications included in Schedule 6.19(a) of the Company Disclosure Statement and registrations and applications for registration of any other Intellectual Property included in Schedule 6.19(a) of the Company Disclosure Statement are recorded in the name of the Company or a Subsidiary and, except as would not reasonably be expected to have a Material Adverse Effect, all such registrations are in full force and effect, valid and enforceable and all maintenance and renewal fees relating thereto have been duly and timely paid. The Company and each of its Subsidiaries owns or has the right to use all the patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas necessary for the present conduct of its business, without any known conflict with the rights of others, except where such conflict or the failure to own or have the right to use, as the case may be, would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (b) Except with respect to the required consents set forth in Schedule 6.19(b) of the Company Disclosure Statement, the Company and its Subsidiaries own (and after giving effect to the Transactions, will continue to own) all right, title and interest in and to, or have the right to use (and after giving effect to the Transactions, will continue to have the right to use) pursuant to a valid and enforceable written agreement, all Intellectual Property necessary to carry on the Business of the Company and its Subsidiaries as now conducted, free and clear of all Liens (except Permitted Liens), except where the failure to have any such right, title or interest would not reasonably be expected to have a Material Adverse Effect. (c) Except as disclosed in Schedule 6.19(c) of the Company Disclosure Statement, on and as of the Closing Date, to the knowledge of the Company, no Person has challenged in writing the validity, enforceability, use or ownership of any of the Intellectual Property used or held for use in the business of the Company or any of its Subsidiaries’ rights to any of such Intellectual Property, except where such challenge would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (d) To the knowledge of the Company, neither the use of any Intellectual Property used or held for use in the business of the Company or any of its Subsidiaries, nor the conduct of the business carried on by the Company or any of its Subsidiaries, infringes, misappropriates or otherwise violates the intellectual property rights of any other Person in any manner that is material to the Company or any of its Subsidiaries, except where the infringement, misappropriation or other violation would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) To the knowledge of the Company, no Person is infringing, misappropriating or otherwise violating the Company’s or any of its Subsidiaries’ rights to any Intellectual Property other than such infringements, misappropriation or violations which would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (f) The Company and each of its Subsidiaries have taken commercially reasonable measures to protect its material confidential Intellectual Property.

Intellectual Property, etc. Except as otherwise expressly disclosed in the Current IDT Reports, IDT Parent and its subsidiaries have taken all reasonable efforts to ensure that they have, and have no reason to believe that they do not have, all right, title and interest in, or a valid and binding license to use, all IDT Intellectual Property (a) Schedule 6.19(a) of the Company Disclosure Statement identifies all of the as hereinafter defined). IDT Parent and its subsidiaries (i) internet web sites, internet domain names and URLshave not defaulted in any material respect under any license to use any IDT Intellectual Property, (ii) trademark registrations are not the subject of any proceeding or litigation for infringement of any third party intellectual property, except for the proceedings disclosed in IDT Reports filed and applicationspublicly available prior to the date hereof, which proceedings IDT Parent believes are without merit, and (iii) material copyright registrations, and (iv) patents, and pending patent applications owned by have no knowledge of circumstances that would be reasonably expected to cause the Company loss or any of its Subsidiaries on and as of the Closing Date. On and as of the Closing Date, all of the patents and patent applications included in Schedule 6.19(a) of the Company Disclosure Statement and registrations and applications for registration impairment of any IDT Intellectual Property, other Intellectual Property included in Schedule 6.19(a) of the Company Disclosure Statement are recorded in the name of the Company than a default, proceeding, litigation, loss or a Subsidiary and, except as impairment that is not having or would not be reasonably be expected to have a Material Adverse Effecthave, all such registrations are in full force and effect, valid and enforceable and all maintenance and renewal fees relating thereto have been duly and timely paid. The Company and each of its Subsidiaries owns or has the right to use all the patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas necessary for the present conduct of its business, without any known conflict with the rights of others, except where such conflict or the failure to own or have the right to use, as the case may be, would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (b) Except with respect to the required consents set forth in Schedule 6.19(b) of the Company Disclosure Statement, the Company . IDT Parent and its Subsidiaries own (subsidiaries have from time to time received correspondence from third parties alleging that intellectual property rights purportedly owned by said third parties have been violated by IDT Parent or its subsidiaries. IDT Parent and after giving effect to the Transactions, will continue to own) all right, title and interest in and to, or its subsidiaries have the right to use (and after giving effect to the Transactions, will continue to have the right to use) pursuant to also received correspondence asserting that a valid and enforceable written agreement, all Intellectual Property license may be necessary to carry on the Business avoid alleged violation of the Company and its Subsidiaries as now conductedthird party rights, free and clear none of all Liens (except Permitted Liens), except where the failure to have any such right, title which assertions or interest allegations has had or would not be reasonably be expected to have a Material Adverse Effect. (c) Except as disclosed in Schedule 6.19(c) of the Company Disclosure Statementhave, on and as of the Closing Date, to the knowledge of the Company, no Person has challenged in writing the validity, enforceability, use or ownership of any of the Intellectual Property used or held for use in the business of the Company or any of its Subsidiaries’ rights to any of such Intellectual Property, except where such challenge would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (d) To , except as otherwise expressly disclosed in the knowledge Current IDT Reports. For purposes of this Agreement, “IDT Intellectual Property” means patents and patent rights, trademark and trademark rights, tradenames and tradename rights, service marks and service xxxx rights, copyrights and copyright rights, trade secret and trade secret rights, and other intellectual property rights, and all pending applications for and registration of any of the Company, neither the use of any Intellectual Property foregoing that are used or held for use in the business of the Company or any of its Subsidiaries, nor the conduct of the business carried on by the Company of IDT Parent or any of its Subsidiaries, infringes, misappropriates or otherwise violates the intellectual property rights of any other Person in any manner that is material to the Company or any of its Subsidiaries, except where the infringement, misappropriation or other violation would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effectsubsidiaries as presently conducted. (e) To the knowledge of the Company, no Person is infringing, misappropriating or otherwise violating the Company’s or any of its Subsidiaries’ rights to any Intellectual Property other than such infringements, misappropriation or violations which would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (f) The Company and each of its Subsidiaries have taken commercially reasonable measures to protect its material confidential Intellectual Property.

Intellectual Property, etc. (aA) Schedule 6.19(a) The Borrower, each of the Company Disclosure Statement identifies Subsidiaries and each of their respective directors and executive officers hold all material licenses, certificates and permits from governmental authorities, including gaming regulatory authorities, which are necessary to the conduct of their businesses; (B) except where the (i) internet web sitesfailure to do so would not, internet domain names and URLs, (ii) trademark registrations and applications, (iii) material copyright registrations, and (iv) patents, and pending patent applications owned by the Company either individually or any of its Subsidiaries on and as of the Closing Date. On and as of the Closing Date, all of the patents and patent applications included in Schedule 6.19(a) of the Company Disclosure Statement and registrations and applications for registration of any other Intellectual Property included in Schedule 6.19(a) of the Company Disclosure Statement are recorded in the name of the Company or a Subsidiary andaggregate, except as would not reasonably be expected to have a Material Adverse Effect, all such registrations are in full force the Borrower and effect, valid and enforceable and all maintenance and renewal fees relating thereto have been duly and timely paid. The Company and the Subsidiaries each of its Subsidiaries owns own or has possess the right to use all the patents, patent rights, trademarks, permits, domain trade names, service marks, trade service names, copyrights, licenseslicense rights, franchises, inventions, trade secrets, proprietary information and know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other intellectual property rights (“Intellectual Property”) necessary to carry on their business in all material respects; neither the Borrower nor any of the Subsidiaries has infringed, and, except as described in the sections of the Borrower’s 2005 Form 10-K entitled “Item 3. Legal Proceedings” and Schedule VII, none of the Borrower or the Subsidiaries have received notice of conflict with, any Intellectual Property of any type, whether other person or not written entity; (including, but not limited to, rights in computer programs and databasesC) and formulas necessary for the present conduct of its business, without any known conflict with the rights of others, except where such conflict or the failure to own or have the right to use, as the case may be, do so would not reasonably be expectednot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. , the Borrower has taken all reasonable steps necessary to secure interests in such Intellectual Property from its contractors; (bD) Except except as described in the sections of the Borrower’s 2005 Form 10-K entitled “Item 1. Business—Intellectual Property,” there are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property of the Borrower that are material to the Borrower and the Subsidiaries taken as a whole; (E) except as in the sections of the Borrower’s 2005 Form 10-K entitled “Item 1. Business—Intellectual Property,” the Borrower is not a party to or bound by any options, licenses or agreements with respect to the required consents set forth in Schedule 6.19(b) Intellectual Property of the Company Disclosure Statement, the Company and its Subsidiaries own (and after giving effect any other person or entity that are material to the Transactions, will continue to ownBorrower and the Subsidiaries taken as a whole; (F) all right, title and interest in and to, or have the right to use (and after giving effect to the Transactions, will continue to have the right to use) pursuant to a valid and enforceable written agreement, all Intellectual Property necessary to carry on the Business of the Company and its Subsidiaries as now conducted, free and clear of all Liens (except Permitted Liens), except where the failure to do so would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the technology employed by the Borrower has been obtained or is being used by the Borrower in violation of any such rightcontractual obligation binding on the Borrower or any of its officers, title directors or interest employees or otherwise in violation of the rights of any persons; (G) except as described in the sections of the Borrower’s 2005 Form 10-K entitled “Item 3. Legal Proceedings,” or Schedule VII, the Borrower has not received any written or oral communications alleging that the Borrower has violated, infringed or conflicted with, or, by conducting its business as set forth in its 2005 Form 10-K, would not violate, infringe or conflict with, any of the Intellectual Property of any other person or entity, except those which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (H) except as described in the sections of the Borrower’s 2005 Form 10-K entitled “Item 3. Legal Proceedings,” or Schedule VII, the Borrower knows of no infringement by others of Intellectual Property owned by or licensed to the Borrower, expect that which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Except as disclosed in Schedule 6.19(c) of the Company Disclosure Statement, on and as of the Closing Date, to the knowledge of the Company, no Person has challenged in writing the validity, enforceability, use or ownership of any of the Intellectual Property used or held for use in the business of the Company or any of its Subsidiaries’ rights to any of such Intellectual Property, except where such challenge would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (d) To the knowledge of the Company, neither the use of any Intellectual Property used or held for use in the business of the Company or any of its Subsidiaries, nor the conduct of the business carried on by the Company or any of its Subsidiaries, infringes, misappropriates or otherwise violates the intellectual property rights of any other Person in any manner that is material to the Company or any of its Subsidiaries, except where the infringement, misappropriation or other violation would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) To the knowledge of the Company, no Person is infringing, misappropriating or otherwise violating the Company’s or any of its Subsidiaries’ rights to any Intellectual Property other than such infringements, misappropriation or violations which would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (f) The Company and each of its Subsidiaries have taken commercially reasonable measures to protect its material confidential Intellectual Property.

Intellectual Property, etc. (a) Schedule 6.19(a1.1(c) sets forth a true and complete list of the Company Disclosure Statement identifies all Acquired Intellectual Property organized, where applicable, under categories labeled "software", "patents", "trademarks" and "copyrights." With respect to all Acquired Intellectual Property that is registered or subject to an application for registration, Schedule 5.12(a) sets forth a list of the all jurisdictions in which such Acquired Intellectual Property is registered or registrations applied for and all registration and application numbers. Except as set forth in Schedule 5.12(a), (i) internet web sitesall the Acquired Intellectual Property consisting of patents, internet domain names trademarks or copyrights has been duly registered in, filed in or issued by the appropriate Governmental Entity where such registration, filing or issuance is necessary or desirable for the conduct of the Business as presently conducted and URLsall necessary affidavits of continuing use have been filed and all necessary maintenance fees have been paid to continue all rights in effect, (ii) trademark registrations Parent or Seller is the sole and applications, (iii) material copyright registrationsexclusive owner of, and (iv) patents, Parent and pending patent applications owned by the Company or any of its Subsidiaries on and as of the Closing Date. On and as of the Closing Date, all of the patents and patent applications included in Schedule 6.19(a) of the Company Disclosure Statement and registrations and applications for registration of any other Intellectual Property included in Schedule 6.19(a) of the Company Disclosure Statement are recorded in the name of the Company or a Subsidiary and, except as would not reasonably be expected to have a Material Adverse Effect, all such registrations are in full force and effect, valid and enforceable and all maintenance and renewal fees relating thereto have been duly and timely paid. The Company and each of its Subsidiaries owns or has the right to use all the patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas necessary for the present conduct of its business, without any known conflict with the rights of others, except where such conflict or the failure to own or Seller have the right to use, as execute, reproduce, display, perform, modify, enhance, distribute, prepare derivative works of and to make, have made, sell, convey, transfer or assign, without payment to any other person, all the case may beAcquired Intellectual Property and the consummation of the transactions contemplated by the Transaction Agreements do not and will not conflict with, would not reasonably be expectedalter or impair any such rights, either and (iii) during the past 3 years neither Parent nor Seller has received any written or oral communication from any person asserting any ownership interest in any Acquired Intellectual Property. All of the Acquired Intellectual Property is merchantable and fit for its intended purpose. All of the software (including any data) included in the Acquired Intellectual Property is free of viruses and other harmful code and none of such software (including any data) contains any material (individually or in the aggregate) errors, to have a Material Adverse Effectbugs or defects. (b) Except with respect to the required consents set forth in Schedule 6.19(b) of the Company Disclosure Statement, the Company and its Subsidiaries own (and after giving effect to the Transactions, will continue to own) all right, title and interest in and to, or have the right to use (and after giving effect to the Transactions, will continue to have the right to use) pursuant to a valid and enforceable written agreement, all Intellectual Property necessary to carry on the Business of the Company and its Subsidiaries as now conducted, free and clear of all Liens (except Permitted Liens), except where the failure to have any such right, title or interest would not reasonably be expected to have a Material Adverse Effect. (c) Except as disclosed in Schedule 6.19(c) of the Company Disclosure Statement, on and as of the Closing Date, to the knowledge of the Company, no Person has challenged in writing the validity, enforceability, use or ownership of any of the Intellectual Property used or held for use in the business of the Company or any of its Subsidiaries’ rights to any of such Intellectual Property, except where such challenge would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (d) To the knowledge of the Company, neither the use of any Intellectual Property used or held for use in the business of the Company or any of its Subsidiaries, nor the conduct of the business carried on by the Company or any of its Subsidiaries, infringes, misappropriates or otherwise violates the intellectual property rights of any other Person in any manner that is material to the Company or any of its Subsidiaries, except where the infringement, misappropriation or other violation would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) To the knowledge of the Company, no Person is infringing, misappropriating or otherwise violating the Company’s or any of its Subsidiaries’ rights to any Intellectual Property other than such infringements, misappropriation or violations which would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (f) The Company and each of its Subsidiaries have taken commercially reasonable measures to protect its material confidential Intellectual Property.

Intellectual Property, etc. In the operation of its business the Company and all of the Subsidiaries have used, and currently uses, domestic and foreign patents and patent applications, inventions, patent licenses, software licenses, know-how licenses, trade names, trademarks (a) registered or unregistered), copyrights (registered or unregistered), service marks (registered or unregistered), uniform resource locators ("URLs"), Internet domain names, trade secrets and other confidential and proprietary information (collectively the "Intellectual Property"). Schedule 6.19(a) 3.11 of the Company Disclosure Statement identifies all of the Schedule lists all, (i) internet web sites, internet domain names registered Intellectual Property (and URLs, applications for registration thereof) and (ii) trademark registrations licenses which are of material importance to the operation of the business of the Company or any Subsidiary (collectively the "Company Intellectual Property"). Unless otherwise indicated in the Commission Filings or on Schedule 3.11 of the Company Disclosure Schedule, the Company (or the Subsidiary indicated) owns the entire right, title and applicationsinterest in and to the Company Intellectual Property listed on such Schedule 3.11 of the Company Disclosure Schedule (including, without limitation, the exclusive right to sue and license the same) free and clear of any Liens (iii) material copyright registrations, and (iv) patents, and pending patent applications without xxligation to pay any royalty or other fee with respect thereto). Each item constituting part of the Company Intellectual Property which is owned by the Company (or any of its Subsidiaries the Subsidiary indicated) and listed on and as of the Closing Date. On and as of the Closing Date, all of the patents and patent applications included in Schedule 6.19(a) 3.11 of the Company Disclosure Statement and registrations and applications for registration of any other Intellectual Property included Schedule has been, to the extent indicated in Schedule 6.19(a) 3.11 of the Company Disclosure Statement are recorded Schedule, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, or a duly accredited and appropriate domain name registrar and such registrations, filings and issuances remain in full force and effect. No Company operations (including products or services of the Company or a Subsidiary and, any Subsidiary) now infringe upon any other Person's Intellectual Property rights except as would not reasonably be expected to have a Material Adverse Effect, all such registrations are in full force and effect, valid and enforceable and all maintenance and renewal fees relating thereto have been duly and timely paid. The No Company and each of its Subsidiaries owns or has the right to use all the patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas necessary for the present conduct of its business, without any known conflict with the rights of others, except where such conflict or the failure to own or have the right to use, as the case may be, would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (b) Except with respect to the required consents Intellectual Property set forth in on Schedule 6.19(b) 3.11 of the Company Disclosure StatementSchedule has been canceled, the Company and its Subsidiaries own (and after giving effect to the Transactionsabandoned, will continue to own) all right, title and interest in and toadjudicated invalid, or have the right to Company's knowledge become subject to any outstanding judgment, order, decree, ruling, injunction, writ or consent restricting their use (and after giving effect to the Transactions, will continue to have the right to use) pursuant to a valid and enforceable written agreement, all Intellectual Property necessary to carry on the Business of the Company and its Subsidiaries or adversely affecting Company's or any Subsidiary's rights thereto except as now conducted, free and clear of all Liens (except Permitted Liens), except where the failure to have any such right, title or interest would not reasonably be expected to have a Material Adverse Effect. ; and all maintenance fees and renewal fees (cif applicable) in respect thereof have been duly paid. Except as disclosed stated in Schedule 6.19(c) 3.11 of the Company Disclosure StatementSchedule, on and as of the Closing Date, there are no pending or to the knowledge of the Company, no Person has challenged in writing threatened proceedings or litigation or other claims adversely affecting the validity, enforceability, use or ownership of any of the Company Intellectual Property used or held for use in the business listed on Schedule 3.11 of the Company or any of its Subsidiaries’ rights to any of such Intellectual Property, Disclosure Schedule except where such challenge as would not reasonably be expected, either individually or in the aggregate, expected to have a Material Adverse Effect. (d) . To the knowledge of the Company, neither the use of any Intellectual Property used or held for use in the business except as indicated on Schedule 3.11 of the Company or any of its Subsidiaries, nor the conduct of the business carried on by the Company or any of its Subsidiaries, infringes, misappropriates or otherwise violates the intellectual property rights of any other Person in any manner that is material to the Company or any of its Subsidiaries, except where the infringement, misappropriation or other violation would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) To the knowledge of the CompanyDisclosure Schedule, no Person is infringing, misappropriating or otherwise violating the Company’s or misusing any of its Subsidiaries’ rights to any Intellectual Property other than such infringements, misappropriation or violations which would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (f) The Company and each of its Subsidiaries have taken commercially reasonable measures to protect its material confidential Intellectual Property.

Intellectual Property, etc. (a) Schedule 6.19(a) of the Company Disclosure Statement identifies all of the (i) internet web Internet Web sites, internet Internet domain names and URLs, (ii) trademark registrations and applications, (iii) material copyright registrations, and (iv) patents, and pending patent applications owned by the Company or any of its Subsidiaries Credit Parties on and as of the Closing Date. On and as of the Closing Date, all of the patents and patent applications included in Schedule 6.19(a) of the Company Disclosure Statement and registrations and applications for registration of any other Intellectual Property included in Schedule 6.19(a6.19 (a) of the Company Disclosure Statement are recorded in the name of the Company or a Subsidiary Credit Party and, except as would not reasonably be expected to have a Material Adverse Effect, all such registrations are in full force and effect, valid and enforceable and all maintenance and renewal fees relating thereto have been duly and timely paid. The Company Each of the Borrower and each of its Subsidiaries owns or has the right to use all the patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas necessary for the present conduct of its business, without any known conflict with the rights of others, except where such conflict or the failure to own or have the right to use, as the case may be, would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (b) Except with respect to the required consents set forth in Schedule 6.19(b) of the Company Disclosure Statement), the Company and its Subsidiaries Credit Parties own (and after giving effect to the Transactionstransactions contemplated by this Agreement, will continue to own) all right, title and interest in and to, or have the right to use (and after giving effect to the Transactionstransactions contemplated by this Agreement, will continue to have the right to use) pursuant to a valid and enforceable written agreement, all Intellectual Property necessary to carry on the Business business of the Company and its Subsidiaries Credit Parties as now conducted, free and clear of all Liens (except Liens created by the Security Documents in favor of the Collateral Agent and Permitted Liens), except where the failure to have any such right, title or interest would not reasonably be expected to have a Material Adverse Effect. (c) Except as disclosed in Schedule 6.19(c) of the Company Disclosure Statement), on and as of the Closing Date, to the knowledge of the Companyeach Credit Party, no Person has challenged in writing the validity, enforceability, use or ownership of any of the Intellectual Property used or held for use in the business of the Company Credit Parties or any of its Subsidiariesthe Credit Parties’ rights to any of such Intellectual Property, except where such challenge would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (d) To the knowledge of the Companyeach Credit Party, neither the use of any Intellectual Property used or held for use in the business of the Company or any of its SubsidiariesCredit Parties, nor the conduct of the business carried on by the Company or any of its SubsidiariesCredit Party, infringes, misappropriates or otherwise violates the intellectual property rights of any other Person in any manner that is material to the Company or any of its SubsidiariesCredit Party, except where the infringement, misappropriation or other violation would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) To the knowledge of the Companyeach Credit Party, no Person is infringing, misappropriating or otherwise violating the Companyany Credit Party’s or any of its Subsidiaries’ rights to any Intellectual Property other than such infringements, misappropriation or violations which would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (f) The Company and each of its Subsidiaries have Each Credit Party has taken commercially reasonable measures to protect its material confidential Intellectual Property.

Intellectual Property, etc. (a) Schedule 6.19(a) of the Company Disclosure Statement identifies all of the (i) internet web Internet Web sites, internet Internet domain names and URLs, (ii) trademark registrations and applications, (iii) material copyright registrations, and (iv) patents, and pending patent applications owned by the Company or any of its Subsidiaries Credit Parties on and as of the Closing DateDate . On and as of the Closing Date, all of the patents and patent applications included in Schedule 6.19(a) of the Company Disclosure Statement and registrations and applications for registration of any other Intellectual Property included in Schedule 6.19(a6.19 (a) of the Company Disclosure Statement are recorded in the name of the Company or a Subsidiary Credit Party and, except as would not reasonably be expected to have a Material Adverse Effect, all such registrations are in full force and effect, valid and enforceable and all maintenance and renewal fees relating thereto have been duly and timely paid. The Company Each of the Borrower and each of its Subsidiaries owns or has the right to use all the patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas necessary for the present conduct of its business, without any known conflict with the rights of others, except where such conflict or the failure to own or have the right to use, as the case may be, would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (b) Except with respect to the required consents set forth in Schedule 6.19(b) of the Company Disclosure Statement), the Company and its Subsidiaries Credit Parties own (and after giving effect to the Transactionstransactions contemplated by this Agreement, will continue to own) all right, title and interest in and to, or have the right to use (and after giving effect to the Transactionstransactions contemplated by this Agreement, will continue to have the right to use) pursuant to a valid and enforceable written agreement, all Intellectual Property necessary to carry on the Business business of the Company and its Subsidiaries Credit Parties as now conducted, free and clear of all Liens (except Liens created by the Security Documents in favor of the Collateral Agent and Permitted Liens), except where the failure to have any such right, title or interest would not reasonably be expected to have a Material Adverse Effect. (c) Except as disclosed in Schedule 6.19(c) of the Company Disclosure Statement), on and as of the Closing Date, to the knowledge of the Companyeach Credit Party, no Person has challenged in writing the validity, enforceability, use or ownership of any of the Intellectual Property used or held for use in the business of the Company Credit Parties or any of its Subsidiariesthe Credit Parties’ rights to any of such Intellectual Property, except where such challenge would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (d) To the knowledge of the Companyeach Credit Party, neither the use of any Intellectual Property used or held for use in the business of the Company or any of its SubsidiariesCredit Parties, nor the conduct of the business carried on by the Company or any of its SubsidiariesCredit Party, infringes, misappropriates or otherwise violates the intellectual property rights of any other Person in any manner that is material to the Company or any of its SubsidiariesCredit Party, except where the infringement, misappropriation or other violation would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) To the knowledge of the Companyeach Credit Party, no Person is infringing, misappropriating or otherwise violating the Companyany Credit Party’s or any of its Subsidiaries’ rights to any Intellectual Property other than such infringements, misappropriation or violations which would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (f) The Company and each of its Subsidiaries have Each Credit Party has taken commercially reasonable measures to protect its material confidential Intellectual Property.

Intellectual Property, etc. The Company and the IDT Subsidiaries have taken all reasonable efforts to ensure that they have, and have no reason to believe that they do not have, all right, title and interest in, or a valid and binding license to use, all Company Intellectual Property (a) Schedule 6.19(a) of as defined below). The Company and the Company Disclosure Statement identifies all of the IDT Subsidiaries (i) internet web sites, internet domain names and URLshave not defaulted in any material respect under any license to use any Company Intellectual Property, (ii) trademark registrations are not the subject of any proceeding or litigation for infringement of any third party intellectual property, except for the proceedings disclosed in the Company Reports filed and applicationspublicly available prior to the date hereof, which proceedings the Company believes are without merit, (iii) material copyright registrations, have no knowledge of circumstances that would be reasonably expected to give rise to any such proceeding or litigation and (iv) patentshave no knowledge of circumstances that are causing or would be reasonably expected to cause the loss or impairment of any Company Intellectual Property, other than a default, proceeding, litigation, loss or impairment that is not having or would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and pending patent applications the IDT Subsidiaries have from time to time received correspondence from third parties asserting intellectual property rights purportedly owned by said third parties and allegedly violated by the Company or any of its the IDT Subsidiaries on and as have also received correspondence asserting that a license may be necessary to avoid alleged violation of the Closing Date. On and as third party rights, none of the Closing Date, all of the patents and patent applications included in Schedule 6.19(a) of the Company Disclosure Statement and registrations and applications for registration of any other Intellectual Property included in Schedule 6.19(a) of the Company Disclosure Statement are recorded in the name of the Company which assertions or a Subsidiary and, except as allegations has had or would not be reasonably be expected to have a Material Adverse Effecthave, all such registrations are in full force and effect, valid and enforceable and all maintenance and renewal fees relating thereto have been duly and timely paid. The Company and each of its Subsidiaries owns or has the right to use all the patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas necessary for the present conduct of its business, without any known conflict with the rights of others, except where such conflict or the failure to own or have the right to use, as the case may be, would not reasonably be expected, either individually or in the aggregate, to have a Company Material Adverse Effect. (b) Except with respect to the required consents set forth in Schedule 6.19(b) of the Company Disclosure Statement, the Company and its Subsidiaries own (and after giving effect to the Transactions, will continue to own) all right, title and interest in and to, or have the right to use (and after giving effect to the Transactions, will continue to have the right to use) pursuant to a valid and enforceable written agreement, all Intellectual Property necessary to carry on the Business of the Company and its Subsidiaries as now conducted, free and clear of all Liens (except Permitted Liens), except where the failure to have any such right, title or interest would not reasonably be expected to have a Material Adverse Effect. (c) Except as disclosed in Schedule 6.19(c) of the Company Disclosure Statement, on and as of the Closing Date, to the knowledge of the Company, no Person has challenged in writing the validity, enforceability, use or ownership of any of the Intellectual Property used or held for use in the business of the Company or any of its Subsidiaries’ rights to any of such Intellectual Property, except where such challenge would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (d) To the knowledge of the Company, neither the use of any Intellectual Property used or held for use in the business of the Company or any of its Subsidiaries, nor the conduct of the business carried on by the Company or any of its Subsidiaries, infringes, misappropriates or otherwise violates the intellectual property rights of any other Person in any manner that is material to the Company or any of its Subsidiaries, except where the infringement, misappropriation or other violation would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) To the knowledge of the Company, no Person is infringing, misappropriating or otherwise violating the Company’s or any of its Subsidiaries’ rights to any Intellectual Property other than such infringements, misappropriation or violations which would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (f) The Company and each of its Subsidiaries have taken commercially reasonable measures to protect its material confidential Intellectual Property.

Intellectual Property, etc. (aA) Schedule 6.19(a) The Borrower, each of the Company Disclosure Statement identifies Subsidiaries and each of their respective directors and executive officers hold all material licenses, certificates and permits from governmental authorities, including gaming regulatory authorities, which are necessary to the conduct of their businesses; (B) except where the (i) internet web sites, internet domain names and URLs, (ii) trademark registrations and applications, (iii) material copyright registrations, and (iv) patents, and pending patent applications owned by the Company or any of its Subsidiaries on and as of the Closing Date. On and as of the Closing Date, all of the patents and patent applications included in Schedule 6.19(a) of the Company Disclosure Statement and registrations and applications for registration of any other Intellectual Property included in Schedule 6.19(a) of the Company Disclosure Statement are recorded in the name of the Company or a Subsidiary and, except as would not failure to do so could reasonably be expected to have a Material Adverse Effect, all such registrations are in full force the Borrower and effect, valid and enforceable and all maintenance and renewal fees relating thereto have been duly and timely paid. The Company and the Subsidiaries each of its Subsidiaries owns own or has possess the right to use all the patents, patent rights, trademarks, permits, domain trade names, service marks, trade service names, copyrights, licenseslicense rights, franchises, inventions, trade secrets, proprietary information and know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other intellectual property rights (“Intellectual Property”) necessary to carry on their business in all material respects; neither the Borrower nor any of the Subsidiaries has infringed, and, except as described in the sections of the Borrower’s 2005 Draft Form 10-K entitled “Item 3. Legal Proceedings” and Schedule VII, none of the Borrower or the Subsidiaries have received notice of conflict with, any Intellectual Property of any type, whether other person or not written entity; (including, but not limited to, rights C) the Borrower has taken all reasonable steps necessary to secure interests in computer programs and databasessuch Intellectual Property from its contractors; (D) and formulas necessary for the present conduct of its business, without any known conflict with the rights of others, except where such conflict or the failure to own or have the right to use, as the case may be, would not reasonably be expected, either individually or described in the aggregatesections of the Borrower’s 2005 Draft Form 10-K entitled “Item 1. Business—Intellectual Property,” there are no outstanding options, licenses or agreements of any kind relating to have the Intellectual Property of the Borrower that are material to the Borrower and the Subsidiaries taken as a Material Adverse Effect. whole; (bE) Except except as in the sections of the Borrower’s 2005 Draft Form 10-K entitled “Item 1. Business—Intellectual Property,” the Borrower is not a party to or bound by any options, licenses or agreements with respect to the required consents set forth in Schedule 6.19(b) Intellectual Property of the Company Disclosure Statement, the Company and its Subsidiaries own (and after giving effect any other person or entity that are material to the Transactions, will continue to own) all right, title Borrower and interest in and to, or have the right to use (and after giving effect to the Transactions, will continue to have the right to use) pursuant to Subsidiaries taken as a valid and enforceable written agreement, all Intellectual Property necessary to carry on the Business of the Company and its Subsidiaries as now conducted, free and clear of all Liens (except Permitted Liens), whole; except where the failure to have any such right, title or interest would not do so could reasonably be expected to have a Material Adverse Effect. (c) Except as disclosed in Schedule 6.19(c) , none of the Company Disclosure Statementtechnology employed by the Borrower has been obtained or is being used by the Borrower in violation of any contractual obligation binding on the Borrower or any of its officers, on and as directors or employees or otherwise in violation of the Closing Date, to rights of any persons; (F) except as described in the knowledge sections of the CompanyBorrower’s 2005 Draft Form 10-K entitled “Item 3. Legal Proceedings,” the Borrower has not received any written or oral communications alleging that the Borrower has violated, no Person has challenged infringed or conflicted with, or, by conducting its business as set forth in writing the validityits 2005 Draft Form 10-K, enforceabilitywould violate, use infringe or ownership of conflict with, any of the Intellectual Property used or held for use in the business of the Company or any of its Subsidiaries’ rights to any of such Intellectual Property, except where such challenge would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (d) To the knowledge of the Company, neither the use of any Intellectual Property used or held for use in the business of the Company or any of its Subsidiaries, nor the conduct of the business carried on by the Company or any of its Subsidiaries, infringes, misappropriates or otherwise violates the intellectual property rights of any other Person person or entity; and (G) except as described in any manner that is material the sections of the Borrower’s 2005 Draft Form 10-K entitled “Item 3. Legal Proceedings”, the Borrower knows of no infringement by others of Intellectual Property owned by or licensed to the Company or any of its Subsidiaries, except where the infringement, misappropriation or other violation would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse EffectBorrower. (e) To the knowledge of the Company, no Person is infringing, misappropriating or otherwise violating the Company’s or any of its Subsidiaries’ rights to any Intellectual Property other than such infringements, misappropriation or violations which would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (f) The Company and each of its Subsidiaries have taken commercially reasonable measures to protect its material confidential Intellectual Property.

Intellectual Property, etc. (a) Schedule 6.19(a) of the Company Disclosure Statement identifies all of the (i) internet web sites, internet domain names and URLs, (ii) trademark registrations and applications, (iii) material copyright registrations, and (iv) patents, and pending patent applications owned by the Company or any of its Subsidiaries on and as of the Closing Date. On and as of the Closing Date, all of the patents and patent applications included in Schedule 6.19(a) of the Company Disclosure Statement and registrations and applications for registration of any other Intellectual Property included in Schedule 6.19(a) of the Company Disclosure Statement are recorded in the name of the Company or a Subsidiary and, except as would not reasonably be expected to have a Material Adverse Effect, all such registrations are in full force and effect, valid and enforceable and all maintenance and renewal fees relating thereto have been duly and timely paid. The Company and each of its Subsidiaries owns or has the right to use all the patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas necessary for the present conduct of its business, without any known conflict with the rights of others, except where such conflict or the failure to own or have the right to use, as the case may be, would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (b) Except with respect to the required consents set forth in Schedule 6.19(b) of the Company Disclosure Statement), the Company and its Subsidiaries own (and after giving effect to the Transactions, will continue to own) all right, title and interest in and to, or have the right to use (and after giving effect to the Transactions, will continue to have the right to use) pursuant to a valid and enforceable written agreement, all Intellectual Property necessary to carry on the Business of the Company and its Subsidiaries as now conducted, free and clear of all Liens (except Permitted Liens), except where the failure to have any such right, title or interest would not reasonably be expected to have a Material Adverse Effect. (c) Except as disclosed in Schedule 6.19(c) of the Company Disclosure Statement), on and as of the Closing Date, to the knowledge of the Company, no Person has challenged in writing the validity, enforceability, use or ownership of any of the Intellectual Property used or held for use in the business of the Company or any of its Subsidiaries’ rights to any of such Intellectual Property, except where such challenge would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (d) To the knowledge of the Company, neither the use of any Intellectual Property used or held for use in the business of the Company or any of its Subsidiaries, nor the conduct of the business carried on by the Company or any of its Subsidiaries, infringes, misappropriates or otherwise violates the intellectual property rights of any other Person in any manner that is material to the Company or any of its Subsidiaries, except where the infringement, misappropriation or other violation would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) To the knowledge of the Company, no Person is infringing, misappropriating or otherwise violating the Company’s or any of its Subsidiaries’ rights to any Intellectual Property other than such infringements, misappropriation or violations which would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (f) The Company and each of its Subsidiaries have has taken commercially reasonable measures to protect its material confidential Intellectual Property.