Common use of Intellectual Property; IT Systems Clause in Contracts

Intellectual Property; IT Systems. (a) Schedule 3.20(a) sets forth a true, correct and complete list of U.S. and foreign (i) Target Company Owned Intellectual Property that is the subject of any issuance, registration, certificate, application, or other filing by, to or with any governmental authority or authorized private registrar, including patents, patent applications, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration, and internet domain name registrations, currently in force or cancelled, abandoned, or adjudicated invalid or unenforceable within the past five (5) years (“Registered Intellectual Property”); and (ii) all other Intellectual Property Rights that are used in or necessary to operate the Business of the Target Company; and are subject to all written contracts to which the Target Company is a party and under which the Target Company has received or granted a license or sublicense with respect to any of the Target Company Intellectual Property, excluding Shrink-wrap Licenses (all such licenses, including the Shrink-wrap Licenses, the “Intellectual Property Licenses”). Except as set forth on Schedule 3.20(a), to the Knowledge of the Owners, none of such Registered Intellectual Property that is owned by the Target Company has been cancelled, abandoned or adjudicated invalid or unenforceable, and all registration, renewals and maintenance fees in respect of such Registered Intellectual Property that were due prior to the date hereof have been duly paid and all necessary documents and certificates in connection with the Registered Intellectual Property that have or that must be filed within 120 days of the date of this Agreement have been timely filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be. No loss or expiration of any Registered Intellectual Property is threatened or pending or reasonably foreseeable by the Target Company. (The Target Company Owned Intellectual Property and the Intellectual Property licensed to the Target Company under the Intellectual Property Licenses is collectively referred to as the “Target Company Intellectual Property”).

Intellectual Property; IT Systems. (a) Schedule 3.20(aSection 2.11(a)(i) sets forth a true, correct and complete list of U.S. and foreign (i) Target Company Owned Intellectual Property that is the subject of any issuance, registration, certificate, application, or other filing by, to or with any governmental authority or authorized private registrar, including patents, patent applications, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration, and internet domain name registrations, currently in force or cancelled, abandoned, or adjudicated invalid or unenforceable within the past five (5) years (“Registered Intellectual Property”); and (ii) all other Intellectual Property Rights that are used in or necessary to operate the Business of the Target Company; Seller Disclosure Schedule lists all material applications and are subject to all written contracts to which the Target Company is a party registrations for trademarks, copyrights, trade names, service marks, domain names and under which the Target Company has received or granted a license or sublicense with respect to any of the Target Company Intellectual Property, excluding Shrink-wrap Licenses (all such licenses, including the Shrink-wrap Licenses, the “Intellectual Property Licenses”). Except as set forth on Schedule 3.20(a), to the Knowledge of the Owners, none of such Registered Intellectual Property that is patents owned by the Target Company has been cancelled, abandoned or adjudicated invalid or unenforceable, and all registration, renewals and maintenance fees in respect of such Registered Intellectual Property that were due prior to the date hereof have been duly paid and all necessary documents and certificates in connection with the Registered Intellectual Property that have or that must be filed within 120 days Acquired Companies as of the date of this Agreement have been timely filed with the relevant patent, copyright, trademark or other authorities and used in the United States conduct of the Business. Each of the items set forth in Section 2.11(a)(i) of the Seller Disclosure Schedule and the unregistered Intellectual Property owned by the Acquired Companies as of the date of this Agreement that is necessary for the conduct of the Business (collectively, the “Owned Intellectual Property”) are owned free and clear of all Liens except for Permitted Liens and are valid and subsisting (or foreign jurisdictions, as in the case may beof applications, applied for). No loss or expiration Section 2.11(a)(ii) of any Registered Intellectual Property is threatened or pending or reasonably foreseeable the Seller Disclosure Schedule lists all material proprietary software and material applications and registrations for trademarks and domain names owned by Seller as of the Target Company. date of this Agreement and used in the conduct of the Business (The Target Company Owned Intellectual Property and the Intellectual Property licensed to the Target Company under the Intellectual Property Licenses is collectively referred to as collectively, the “Target Company Transferred Intellectual Property”). As of the date hereof, Seller is the owner of the Transferred Intellectual Property free and clear of all Liens except for Permitted Liens and the Transferred Intellectual Property is valid and subsisting (or in the case of applications, applied for). After giving effect to the Pre-Closing Restructuring, one of the Acquired Companies will own the Transferred Intellectual Property free and clear of all Liens except for Permitted Liens. Neither Seller nor the Acquired Companies have transferred ownership of, or agreed to transfer ownership of, or granted any exclusive licenses to, or agreed to grant any exclusive licenses to any Owned Intellectual Property or Transferred Intellectual Property to any third party. To the Knowledge of Seller, no third party has made any claim of any ownership right, title, interest, claim in or lien on any of the Owned Intellectual Property or any of the Transferred Intellectual Property.

Intellectual Property; IT Systems. (a) Schedule 3.20(a3.11(a)(i) sets forth a true, correct and complete list of U.S. and foreign (i) Target Company Owned Intellectual Property that is the subject of any issuance, registration, certificate, application, or other filing by, to or with any governmental authority or authorized private registrar, including all patents, patent applications (including any provisional applications, trademark registrations divisions, continuations or continuations in part), material unregistered trademarks, registered trademarks and pending applications for registrationregistration for trademarks, copyrightable works, copyright registrations and pending applications for registrationregistration of copyrights, material trade secrets, Software, and internet domain name registrationsregistrations in each case owned by or held in the name of Seller, currently in force or cancelledspecifying as to each such item, abandonedas applicable, (i) the item (with respect to trademarks), or adjudicated invalid or unenforceable within the past five title (5) years (“Registered Intellectual Property”with respect to all other items); and , (ii) all other Intellectual Property Rights that are used in or necessary to operate the Business owner of the Target Company; and are subject to all written contracts to item, (iii) the jurisdiction in which the Target Company item is a party and under issued or registered or in which the Target Company any application for issuance or registration has received or granted a license or sublicense with respect to any of the Target Company Intellectual Property, excluding Shrink-wrap Licenses (all such licensesbeen filed, including the Shrink-wrap Licensesrespective issuance, registration or application number and (iv) the date of application and issuance or registration of the item (the “Material Owned Intellectual Property LicensesProperty”). Except as set forth on Schedule 3.20(a3.11(a)(ii), to the Knowledge (A) each item of the Owners, none of such Registered Intellectual Property that owned by Seller including the Material Owned Intellectual Property is valid and in full force and effect and is owned by Seller free and clear of all Encumbrances and other claims, including any claims of joint ownership or inventorship, (B) the Target Company has been cancelled, abandoned or adjudicated invalid or unenforceableregistrations and applications for registration of the Material Owned Intellectual Property are held of record in Seller’s name, and all registration, renewals and maintenance fees in respect (C) none of such Registered the Material Owned Intellectual Property is the subject of any proceeding contesting its validity, enforceability or Seller’s ownership thereof. All issuance, renewal, maintenance and other payments that were are or have become due prior as of the Final Closing Date with respect to the date hereof have been duly paid and all necessary documents and certificates in connection with the Registered Material Owned Intellectual Property that have or that must be filed within 120 days of the date of this Agreement have been timely filed with the relevant patent, copyright, trademark paid by or other authorities in the United States or foreign jurisdictions, as the case may beon behalf of Seller. No loss or expiration Schedule 3.11(a)(iii) sets forth a true and complete list of any Registered Intellectual Property is threatened or pending or reasonably foreseeable by the Target Company. (The Target Company Owned Intellectual Property and the all Intellectual Property licensed to Seller and the Target Company under the license or agreement pursuant to which Seller obtained a license to such Intellectual Property Licenses is collectively referred to as (the “Target Company Licensed Intellectual Property”). Except as set forth on Schedule 3.11(a)(iii): (u) Seller owns or possesses adequate licenses or other valid rights to use all patents, patent applications (including any provisions applications, divisions, continuations or continuations in party), trademarks, trademark registrations, trademark applications, copyrightable works, copyright registrations, copyright applications, copyrights, industrial designs, Software, databases, data compilations, domain names, know-how, trade secrets, product formulas, inventions, rights-to-use and other industrial and intellectual property rights (collectively, “Intellectual Property”) used in the conduct of the Business, (v) the conduct of the Business of Seller, including the sale or use of an product or service offered by the Company, does not infringe, misappropriate, violate, dilute or conflict with, and has not conflicted with any Intellectual Property of any other Person, (w) neither Seller nor Parent has received any notice alleging that the conduct of the Business, including the use, marketing, sale and distribution of the products and services of the Business, infringes, dilutes, misappropriates or otherwise violates any Person’s Intellectual Property (including, for the avoidance of doubt, any cease and desist letter or offer of license), (x) no current or former employee of Seller and no other Person owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part, and including any rights to royalties or other compensation, in any of Intellectual Property owned or purported to be owned by Seller, (y) there is no agreement or other contractual restriction affecting the use by Seller of any of the Material Owned Intellectual Property or any Intellectual Property owned or purported to be owned by Seller, and (z) Seller is not aware of any present infringement, dilution, misappropriation or other violation of any of the Material Owned Intellectual Property or any Intellectual Property owned or purported to be owned by Seller by any Person, and neither Seller nor Parent has asserted or threatened any claim or objection against any Person for any such infringement or misappropriation nor is there any basis in fact for any such objection or claim.

Intellectual Property; IT Systems. (a) Schedule 3.20(a4.21(a) sets forth a true, correct and complete list of U.S. and foreign (i) Target Company Owned Intellectual Property that is the subject of any issuance, registration, certificate, application, or other filing by, to or a registration with any governmental authority or authorized private registrar, including patents, patent applications, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration, and internet domain name registrations, currently in force or cancelled, abandoned, or adjudicated invalid or unenforceable within the past five (5) years (“Registered Intellectual Property”); and (ii) all other material Intellectual Property Rights that are used in or necessary to operate the Business of the Target CompanyAcquired Companies; and are subject to (B) identifies all written contracts to which of the Target Company Acquired Companies is a party and under which the Target any Acquired Company has received or granted a license or sublicense with respect to any of the Target Company Intellectual Property, excluding Shrink-wrap Licenses (all such licenses, including the Shrink-wrap Licenses, the “Intellectual Property Licenses”). Except as set forth on Schedule 3.20(a), to the Knowledge of the Owners, none None of such Registered Intellectual Property that is owned by the Target any Acquired Company has been cancelled, abandoned or adjudicated invalid or unenforceable, and all registration, renewals and maintenance fees in respect of such Registered Intellectual Property that were due prior to the date hereof have been duly paid and all necessary documents and certificates in connection with the Registered Intellectual Property that have or that must be filed within 120 days of the date of this Agreement have been timely filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be. No loss or expiration of any Registered Intellectual Property is threatened or pending or reasonably foreseeable by the Target any Acquired Company. (The Target Company Owned Intellectual Property and the Intellectual Property licensed to the Target any Acquired Company under the Intellectual Property Licenses is collectively referred to as the “Target Company Intellectual Property”).

Intellectual Property; IT Systems. (a) Schedule 3.20(a4.21(a) (A) sets forth a true, correct and complete list of U.S. and foreign (i) Target Company Owned Intellectual Property that is the subject of any issuance, registration, certificate, application, or other filing by, to or a registration with any governmental authority or authorized private registrar, including patents, patent applications, trademark registrations and pending applications for registration, copyright registrations and pending applications for registration, and internet domain name registrations, currently in force or cancelled, abandoned, or adjudicated invalid or unenforceable within the past five (5) years Authority (“Registered Intellectual Property”); and (ii) all other material Company Owned Intellectual Property Rights that are used in or necessary to operate the Business of the Target CompanyAcquired Companies; and are subject to (B) identifies all written contracts to which any of the Target Company Acquired Companies is a party and under which the Target any Acquired Company has received or granted a license or sublicense with respect to any of the Target material Company Intellectual Property, excluding Shrink-wrap Licenses (all such licenses, including the Shrink-wrap Licenses, the “Intellectual Property Licenses”). Except as set forth on Schedule 3.20(a), to the Knowledge of the Owners, none None of such Registered Intellectual Property that is owned by the Target any Acquired Company has been cancelled, abandoned or adjudicated invalid or unenforceable, and all registration, renewals and maintenance fees in respect of such Registered Intellectual Property that were due prior to the date hereof have been duly paid and all necessary documents and certificates in connection with the Registered Intellectual Property that have or that must be filed within 120 days of the date of this Agreement have been been, or will be, timely filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be. No loss or expiration of any Registered Intellectual Property is threatened or pending or reasonably foreseeable by the Target any Acquired Company. (The Target Company Owned Intellectual Property and the Intellectual Property Rights licensed to the Target any Acquired Company under the Intellectual Property Licenses is collectively referred to as the “Target Company Intellectual Property”).