Common use of Intellectual Property; Information Technology Clause in Contracts

Intellectual Property; Information Technology. Section 3.15 of the Company Disclosure Schedule sets forth a true and complete list of (i) all Intellectual Property that is owned by the Company or any of its Subsidiaries (the “ Company Owned Intellectual Property ”) that is registered or subject to an application for registration or that is otherwise material to the business of the Company and its Subsidiaries taken as a whole and (ii) material Intellectual Property that the Company or one of its Subsidiaries is licensed or otherwise permitted by other persons to use, including, without limitation, all Intellectual Property exclusively licensed to the Company or any of its Subsidiaries (the “ Company Exclusively Licensed Intellectual Property”). Except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, (A) the Company or any of its Subsidiaries has the exclusive title to the Company Owned Intellectual Property that is registered or subject to an application for registration, free and clear of all Encumbrances other than Permitted Encumbrances, (B) all Company Owned Intellectual Property that is registered or subject to an application for registration is subsisting, valid and enforceable, (C) the Company or one of its Subsidiaries owns, or is licensed or otherwise permitted to use (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) all Intellectual Property used or held for use in the business of the Company and its Subsidiaries taken as a whole, (D) the use of any Intellectual Property by the Company or its Subsidiaries (x) does not, to the Knowledge of the Company, infringe on or otherwise violate the rights of any person in respect of any Intellectual Property and (y) is in accordance with any applicable agreement pursuant to which the Company or any of its Subsidiaries possesses the right to use any Intellectual Property, (E) none of the Company or its Subsidiaries has received during the past three years preceding the date hereof any written notice of any threatened claim with respect to any Intellectual Property used or held for use in the business of the Company and its Subsidiaries (including, but not limited to, any cancellation, opposition or other action before an intellectual property registry), (F) to the Knowledge of the Company, no person is infringing on or otherwise violating any right of the Company or its Subsidiaries with respect to any Company Owned Intellectual Property or any Company Exclusively Licensed Intellectual Property, (G) neither the Company nor any of its Subsidiaries has during the past three years preceding the date hereof asserted or threatened to assert any claims of infringement or other violations of its rights in or to the Company Owned Intellectual Property or the Company Exclusively Licensed Intellectual Property and

Intellectual Property; Information Technology. Section 3.15 of the Company Disclosure Schedule sets forth a true and complete list of (i) all Intellectual Property that is owned by the Company or any of its Subsidiaries (the “ “Company Owned Intellectual Property Property”) that is registered or subject to an application for registration or that is otherwise material to the business of the Company and its Subsidiaries taken as a whole and (ii) material Intellectual Property that the Company or one of its Subsidiaries is licensed or otherwise permitted by other persons to use, including, without limitation, all Intellectual Property exclusively licensed to the Company or any of its Subsidiaries (the “ “Company Exclusively Licensed Intellectual Property”). Except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, (A) the Company or any of its Subsidiaries has the exclusive title to the Company Owned Intellectual Property that is registered or subject to an application for registration, free and clear of all Encumbrances other than Permitted Encumbrances, (B) all Company Owned Intellectual Property that is registered or subject to an application for registration is subsisting, valid and enforceable, (C) the Company or one of its Subsidiaries owns, or is licensed or otherwise permitted to use (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) all Intellectual Property used or held for use in the business of the Company and its Subsidiaries taken as a whole, (D) the use of any Intellectual Property by the Company or its Subsidiaries (x) does not, to the Knowledge of the Company, infringe on or otherwise violate the rights of any person in respect of any Intellectual Property and (y) is in accordance with any applicable agreement pursuant to which the Company or any of its Subsidiaries possesses the right to use any Intellectual Property, (E) none of the Company or its Subsidiaries has received during the past three years preceding the date hereof any written notice of any threatened claim with respect to any Intellectual Property used or held for use in the business of the Company and its Subsidiaries (including, but not limited to, any cancellation, opposition or other action before an intellectual property registry), (F) to the Knowledge of the Company, no person is infringing on or otherwise violating any right of the Company or its Subsidiaries with respect to any Company Owned Intellectual Property or any Company Exclusively Licensed Intellectual Property, (G) neither the Company nor any of its Subsidiaries has during the past three years preceding the date hereof asserted or threatened to assert any claims of infringement or other violations of its rights in or to the Company Owned Intellectual Property or the Company Exclusively Licensed Intellectual Property andand (H) to the Knowledge of the Company, no Company Owned Intellectual Property is being used or enforced in a manner that could reasonably be expected to result in the abandonment, cancellation or unenforceability of such Company Owned Intellectual Property. The Company and its Subsidiaries have timely made all filings and payments with the appropriate foreign and domestic agencies required to maintain in subsistence all Company Owned Intellectual Property that is registered or subject to an application for registration. Each of the Company and its Subsidiaries has taken actions reasonably necessary to maintain the secrecy of all trade secrets which constitute Company Owned Intellectual Property to the extent used or held for use in the business of the Company and its Subsidiaries. Except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, to the Knowledge of the Company, each of the Company and its Subsidiaries is in compliance with all applicable Laws pertaining to information privacy and security. For purposes of this Agreement, “Intellectual Property” means all trademarks, service marks, trade names, brand names, Internet domain names, logos, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations or applications for registration in any jurisdiction, foreign or domestic, of the foregoing and any extensions, modifications or renewals thereof; designs, industrial models, all patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction, foreign or domestic; all nonpublic information, processes, product specifications, formulae, trade secrets, inventions, know-how, databases and other confidential information (collectively, “Trade Secrets”) and rights in any jurisdiction, foreign or domestic, to limit the use or disclosure thereof by any person; all writings and other published or unpublished works of authorship, whether copyrightable or not (including computer software, source code and object code versions thereof and all related documentation), in any jurisdiction, foreign or domestic; all copyrights, any registrations or applications for registration thereof in any jurisdiction, foreign or domestic, and any extensions, modifications or renewals thereof; and all similar intellectual property or proprietary rights. vTable of Contents

Intellectual Property; Information Technology. Section 3.15 5.15 of the Company Disclosure Schedule sets forth a true complete and complete correct list of all registrations and applications for the registration or issuance of any Intellectual Property owned by the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Intellectual Property identified in Section 5.15 of the Company Disclosure Schedule is valid and enforceable; (ii) the Company and each of its Subsidiaries owns, or is licensed or otherwise has the right to use in the manner in which use is made (in each case, free and clear of any Liens, and of any licenses or license restrictions that are inconsistent with the use that is made by the Company or its Subsidiaries), all Intellectual Property and Information Technology used in or necessary for the conduct of its business as currently conducted (including Intellectual Property and Information Technology embodied in the products of the Company or any Subsidiary) and shall continue to own, license or otherwise have rights to such Intellectual Property and Information Technology immediately following the Closing; (iii) neither the Company nor its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of any Person; (iv) to the Knowledge of the Company, no Person has challenged, infringed, misappropriated or otherwise violated any Intellectual Property right owned by the Company or its Subsidiaries, or claimed to be the owner of Intellectual Property or Information Technology purported to be owned by a Company or a Subsidiary; (v) neither the Company nor any of its Subsidiaries has received any written notice, written invitation to license, or otherwise has Knowledge of any pending or threatened claim, action, suit, order or proceeding against the Company or any of its Subsidiaries with respect to any Intellectual Property or Information Technology used by the Company or any of its Subsidiaries, including any written allegation that is the any services provided, processes used or products or software manufactured, used, imported, offered for sale, sold or licensed by the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property rights of any Person; (vi) the consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any Intellectual Property right owned by the Company or any of its Subsidiaries or any of the Company’s or its Subsidiaries’ rights to Intellectual Property rights granted to them, or impair the right of the Company or its Subsidiaries to develop, use, sell, license or dispose of any Information Technology embodied or incorporated into the products or services of the Company or a Subsidiary, or the right of the Company or any of its Subsidiaries to bring any action for the infringement of, any Intellectual Property owned by the Company or any of its Subsidiaries; (vii) the Company and its Subsidiaries have taken reasonable steps to establish and perfect ownership of Intellectual Property and Information Technology created by their employees and contractors, and to maintain the confidentiality of all Trade Secrets owned, used or held for use by the Company or any of its Subsidiaries, and no Trade Secrets owned by the Company have been disclosed to third parties other than third parties who are subject to a written agreement, employment policy, or other legal obligation not to improperly disclose or use such Trade Secrets, and not to violate any written agreements restricting the Company’s or its Subsidiaries use or disclosure of Trade Secrets owned by another Person; (viii) the Company and all Subsidiaries have maintained all personally identifiable information in their possession, custody or control in material compliance with all Applicable Laws, and there has been no improper disclosure or use of any such personally identifiable information; (ix) all Information Technology used in the ordinary course of business by the Company or any Subsidiary as an end user operate and perform in a manner that permits the Company and its Subsidiaries to conduct their respective businesses as currently conducted; (x) to the Knowledge of the Company, no Person has gained unauthorized access to or use of any Information Technology used by the Company or any Subsidiary either as an end user or as embodied or incorporated into products and services; (xi) the Information Technology embodied or incorporated into the products and services of the Company or any Subsidiary does not contain ‘open source’ code, content or technology that would require, as a condition to the Company’s or any Subsidiary’s right to redistribute such code, content or technology, the Company or any Subsidiary to disclose or permit the use of the source code to any Information Technology owned by the Company or any of its Subsidiaries (the “ Company Owned Intellectual Property ”) that is registered or subject to an application except for registration or that is otherwise material bug fixes and modifications to the business of the Company original ‘open source’ code, content, and its Subsidiaries taken as a whole and (ii) material Intellectual Property that the Company or one of its Subsidiaries is licensed or otherwise permitted technology made by other persons to use, including, without limitation, all Intellectual Property exclusively licensed to the Company or any of its Subsidiaries Subsidiaries); and (the “ Company Exclusively Licensed Intellectual Property”). Except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, (Axii) the Company or any of its Subsidiaries has the exclusive title to the Company Owned Intellectual Property that is registered or subject to an application for registration, free and clear of all Encumbrances other than Permitted Encumbrances, (B) all Company Owned Intellectual Property that is registered or subject to an application for registration is subsisting, valid and enforceable, (C) the Company or one of its Subsidiaries owns, or is licensed or otherwise permitted to use (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) all Intellectual Property used or held for use in the business of the Company and its Subsidiaries have taken as reasonable steps to implement a whole, (D) reasonable backup and disaster recovery plan for all Information Technology reasonably necessary to maintain and restore all information technology functions and systems necessary to restore and maintain the use of any Intellectual Property by the Company or its Subsidiaries (x) does not, to the Knowledge of the Company, infringe on or otherwise violate the rights of any person in respect of any Intellectual Property and (y) is in accordance with any applicable agreement pursuant to which the Company or any of its Subsidiaries possesses the right to use any Intellectual Property, (E) none of the Company or its Subsidiaries has received during the past three years preceding the date hereof any written notice of any threatened claim with respect to any Intellectual Property used or held for use in the business operations of the Company and its Subsidiaries (including, but not limited to, any cancellation, opposition or other action before an intellectual property registry), (F) to the Knowledge of the Company, no person is infringing on or otherwise violating any right of the Company or its Subsidiaries with respect to any Company Owned Intellectual Property or any Company Exclusively Licensed Intellectual Property, (G) neither the Company nor any of its Subsidiaries has during the past three years preceding the date hereof asserted or threatened to assert any claims of infringement or other violations of its rights in or to the Company Owned Intellectual Property or the Company Exclusively Licensed Intellectual Property andall Subsidiaries.