Intellectual Property; IT Systems; Data Privacy and Security. (a) Section 2.11(a) of the Seller Disclosure Letter lists all registrations and pending applications for patents, trademarks, service marks, domain names and copyrights included in the Transferred Owned Intellectual Property (the “Owned Registered Intellectual Property”). Except as would not be materially adverse to the ongoing conduct of the Business, the Owned Registered Intellectual Property set forth in Section 2.11(a) of the Seller Disclosure Letter is valid and enforceable. Except as would not be materially adverse to the ongoing conduct of the Business, all necessary registration, maintenance and renewal fees currently due in connection with the Owned Registered Intellectual Property have been paid and all necessary documents, recordations and certificates in connection with such Owned Registered Intellectual Property have been filed with the relevant Governmental Authorities for the purposes of prosecuting, establishing ownership and maintaining such Owned Registered Intellectual Property. There are no oppositions, cancellations, invalidity proceedings, interferences or re-examination proceedings presently pending with respect to such Owned Registered Intellectual Property. The Company, or to the extent constituting a Canada Transferred Asset, an Affiliate of Seller, exclusively owns each of the items set forth in Section 2.11(a) of the Seller Disclosure Letter and all other Intellectual Property included in the Transferred Assets, in each case, free and clear of all Liens except for Permitted Liens. The Transferred Owned Intellectual Property constitutes all Intellectual Property owned by Seller or its Affiliates that is exclusively related to the Business and, except as would not be materially adverse to the ongoing conduct of the Business, the Company has a valid and enforceable right to use, pursuant to a written agreement, all other Intellectual Property necessary to conduct the Business in the same manner as currently conducted.
Intellectual Property; IT Systems; Data Privacy and Security. (a) Section 2.10(a) of the Seller Disclosure Letter lists all registrations or issuances for, and pending applications for registrations and issuances of, patents, trademarks, service marks, industrial designs, domain names and copyrights, in each case included in the Transferred Intellectual Property. The issued patents, registered trademarks, registered service marks, registered industrial designs and registered copyrights set forth in Section 2.10(a) of the Seller Disclosure Letter are, to the Knowledge of Sellers, valid and enforceable, and the applicable Transferred Subsidiary exclusively owns (or, with respect to domain names, is the exclusive registrant of) each of the items set forth in Section 2.10(a) of the Seller Disclosure Letter free and clear of all Liens except for Permitted Liens, and all such issuances, registrations and applications are subsisting and in full force and effect.
Intellectual Property; IT Systems; Data Privacy and Security. (a) Section 4.19(a) of the Company Disclosure Letter lists all Intellectual Property registered, issued or the subject of a pending application included in the Owned Intellectual Property. The Intellectual Property set forth in Section 4.19(a) of the Company Disclosure Letter is properly registered and in good standing with the relevant Governmental Authority with which it is registered, issued or pending and, to the Knowledge of the Company, enforceable. The Company or its Subsidiaries exclusively owns and possesses, all right, title and interest in and to, or as a valid and enforceable license to use, all Intellectual Property material to the business of the Company and its Subsidiaries, taken as a whole, that is used in the operation of the business of the Company and its Subsidiaries free and clear of all Liens except for Permitted Liens; provided that the foregoing is not a representation as to infringement, misappropriation or other violation of Intellectual Property, which is the subject of Section 4.19(b).
Intellectual Property; IT Systems; Data Privacy and Security. (a) Section 2.11(a) of the Seller Disclosure Letter sets forth a true and complete list as of the date hereof of all (i) applications, issuances, and registrations for patents, Trademarks, copyrights and Internet domain names that are included in the Transferred Owned Intellectual Property (collectively, the “Registered Intellectual Property”), including in each case the title and current owner, the jurisdiction in which such item of Registered Intellectual Property has been issued, registered or filed, and the applicable registration, serial, or application number, and (ii) social media accounts included in the Transferred Owned Intellectual Property. All of the Registered Intellectual Property is subsisting, valid and enforceable. Since the Lookback Period, no Registered Intellectual Property material to the operation of the Business as currently conducted has lapsed, expired, or been abandoned or withdrawn. Each of Seller, an Asset Seller, or a Transferred Subsidiary, as applicable, has taken commercially reasonable measures to protect the Registered Intellectual Property and to perfect the chain of title recorded with the applicable Governmental Authority (including the United States Patent and Trademark Office) or private registrar with respect to each such item of Registered Intellectual Property.
Intellectual Property; IT Systems; Data Privacy and Security. (a) The Company and its Subsidiaries exclusively own, free and clear of any Encumbrances (other than Permitted Encumbrances), or license, or otherwise possess sufficient rights to use, all Intellectual Property material to the conduct of the business of the Company and its Subsidiaries, taken as a whole. Section 3.14(a) of the Company Disclosure Letter sets forth a list of all (i) Trademark registrations and applications for registration and internet domain names, (ii) Patents issued or pending, and (iii) Copyright registrations and applications for registration, in each instance that are Company Intellectual Property, indicating for each of the foregoing (A) the current owner or registrant, (B) the jurisdiction where the application, registration or issuance is filed, (C) the application, registration and issue number (as applicable) and (D) the application, registration and issue date (as applicable).
