Common use of Intellectual Property; Proprietary Rights; Employee Restrictions Clause in Contracts

Intellectual Property; Proprietary Rights; Employee Restrictions. Except as would not have a Material Adverse Effect on PRISA: (a) the conduct of the business of the PRISA and its Subsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any Third Party, and no claim has been asserted to PRISA or any Subsidiary of PRISA that the conduct of the business of the PRISA and its Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any Third Party; (b) with respect to each material item of Intellectual Property owned by PRISA or a PRISA Subsidiary (“PRISA Owned Intellectual Property”), PRISA or a PRISA Subsidiary is the owner of the entire right, title and interest in and to such PRISA Owned Intellectual Property and is entitled to use such PRISA Owned Intellectual Property in the continued operation of its respective business; (c) with respect to each material item of Intellectual Property licensed to PRISA or a PRISA Subsidiary (“PRISA Licensed Intellectual Property”), PRISA or a PRISA Subsidiary has the right to use such PRISA Licensed Intellectual Property in the continued operation of its respective business in accordance with the terms of the license agreement governing such PRISA Licensed Intellectual Property; (d) the PRISA Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (e) no person is engaging in any activity that infringes upon the PRISA Owned Intellectual Property; (f) each license of the PRISA Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (g) no party to any license of the PRISA Licensed Intellectual Property is in breach thereof or default thereunder; (h) neither the execution of this Agreement and the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will adversely affect any of the rights of PRISA or its Subsidiaries with respect to the PRISA Owned Intellectual Property or the PRISA Licensed Intellectual Property; (i) PRISA and each of its Subsidiaries has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; (j) all employees and consultants of PRISA or its Subsidiaries involved in the design, review, evaluation or development of products or Intellectual Property have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of PRISA’s trade secrets and other confidential information and to vest in PRISA exclusive ownership of such Intellectual Property rights; (k) all trade secrets and other confidential information of PRISA are not part of the public domain or knowledge, nor have they been misappropriated by any Person having an obligation to maintain such trade secrets or other confidential information in confidence for PRISA; and (l) no employee or consultant of PRISA or any of its Subsidiaries has used any trade secrets or other confidential information of any other Person in the course of his work for PRISA or any such Subsidiary.

Intellectual Property; Proprietary Rights; Employee Restrictions. Except as would not have a Material Adverse Effect on PRISA: (a) All Intellectual Property Rights used by the conduct of the business of the PRISA and Company or its Subsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any Third Party, and no claim has been asserted to PRISA or any Subsidiary of PRISA that the conduct of the business of the PRISA and its Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any Third Party; (b) with respect to each material item of Intellectual Property in their respective businesses are owned by PRISA the Company or a PRISA Subsidiary (“PRISA Owned Intellectual Property”), PRISA or a PRISA Subsidiary is the owner of the entire right, title and interest in and to such PRISA Owned Intellectual Property and is entitled to use such PRISA Owned Intellectual Property in the continued Subsidiaries by operation of its respective business; (c) with respect law or have been validly assigned to each material item of Intellectual Property licensed to PRISA the Company or a PRISA such Subsidiaries or the Company or such Subsidiary (“PRISA Licensed Intellectual Property”), PRISA or a PRISA Subsidiary otherwise has the right to use such PRISA Licensed Intellectual Property Rights in its business as currently conducted except (i) as set forth on Section 3.16 of the Company Disclosure Letter, or (ii) for such failures that could not reasonably be expected to have, either individually or in the continued operation aggregate, a material adverse effect on the Company or its Subsidiaries taken as a whole. The Company or its Subsidiaries have exclusive ownership of or a license to use all Intellectual Property Rights used by the Company or its Subsidiaries in the Company's and its Subsidiaries' businesses as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of the Company's or any of its respective Subsidiary's World Wide Web sites and all licenses, assignments and releases of Intellectual Property Rights of others without which the Company or its Subsidiaries could not offer the services they currently offer or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its services, except, for such failures as, either individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole. The business in accordance with the terms activities or products of the license agreement governing such PRISA Licensed Intellectual Property; (d) the PRISA Owned Company and its Subsidiaries do not infringe any Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (e) no person is engaging in any activity that infringes upon Rights of others. To the PRISA Owned Intellectual Property; (f) each license knowledge of the PRISA Licensed Intellectual Property is valid and enforceableCompany, is binding except as set forth on all parties to such license, and is in full force and effect; (g) no party to any license Section 3.16 of the PRISA Licensed Intellectual Property is in breach thereof Company Disclosure Letter the Company and its Subsidiaries have not received any notice or default thereunder; (h) neither the execution of this Agreement and the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will adversely affect other claim from any person asserting that any of the rights of PRISA Company's or its Subsidiaries with respect to the PRISA Owned present activities infringe or may infringe any Intellectual Property or Rights of such person. (b) Except as set forth on Section 3.16 of the PRISA Licensed Intellectual Property; Company Disclosure Letter as have not had and could not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole, (i) PRISA the Company has the right to use all trade secrets, customer lists, hardware designs, programming processes, software and other information required for its services or its business as presently conducted or contemplated by the Company and its Subsidiaries; (ii) each of the Company and its Subsidiaries has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; ; (jiii) all employees and consultants of PRISA the Company or its Subsidiaries involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of PRISA’s the Company's and its Subsidiaries' trade secrets and other confidential information and to vest in PRISA the Company and its Subsidiaries, as applicable, exclusive ownership of such Intellectual Property rights; Rights; (kiv) to the knowledge of the Company, all trade secrets and other confidential information of PRISA the Company and its Subsidiaries are not part of the public domain or knowledge, nor nor, to the knowledge of the Company, have they been misappropriated by any Person person having an obligation to maintain such trade secrets or other confidential information in confidence for PRISAconfidence; and or (lv) to the knowledge of the Company, no employee or consultant of PRISA the Company or any of its Subsidiaries has used any trade secrets or other confidential information of any other Person person in the course of his their work for PRISA the Company or any such Subsidiary. (c) To the knowledge of the Company, no university, government agency (whether federal or state) or other organization sponsored research and development conducted by the Company or any of its Subsidiaries or has any claim of right to or ownership of or other encumbrance upon any of the Intellectual Property Rights of them, except for such claims or other encumbrances that would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole. The Company is not aware of any infringement by others of its copyrights or other Intellectual Proprietary Rights in any of its technology or services, or any violation of the confidentiality of any of its proprietary information. To the Company's knowledge, the Company and its Subsidiaries are not making unlawful use of any confidential information or

Intellectual Property; Proprietary Rights; Employee Restrictions. Except (a) Parent or its Subsidiaries owns or has the right to use all material registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names, or Internet domain names (collectively, "Intellectual Property Rights") used by Parent or its Subsidiaries principally in connection with the Contributed Businesses, except for the absence of which would not, individually or in the aggregate, have a Parent Material Adverse Effect. Parent believes that the Intellectual Property Rights used by Parent or its Subsidiaries principally in connection with the Contributed Businesses are sufficient to carry on the Contributed Businesses as presently conducted. The Contributed Businesses have, or will have prior to the Closing Date, exclusive ownership of or a license to use all Intellectual Property Rights used by Parent or its subsidiaries principally in connection with the Consolidated Businesses that Parent and its Subsidiaries owns or has the right to use (provided, however, that the Contributed Businesses shall have no right to use the "USA Networks" name, or names derivative thereof, which right is expressly retained by Parent). The present business activities or products of the Contributed Businesses do not infringe any Intellectual Property Rights of others, except as would not have a Parent Material Adverse Effect on PRISA: (a) Effect. Parent has not received any written notice or other claim or to the conduct knowledge of Parent, oral notice or other claim, from any person asserting that any of Parent's present activities in connection with the business of the PRISA and its Subsidiaries as currently conducted does not Contributed Businesses infringe upon or misappropriate the Intellectual Property rights of any Third Party, and no claim has been asserted to PRISA or any Subsidiary of PRISA that the conduct of the business of the PRISA and its Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the any Intellectual Property rights Rights of any Third Party;such person. (b) with respect (i) Parent or its Subsidiaries have, and the Contributed Businesses will have prior to each material item of Intellectual Property owned by PRISA or a PRISA Subsidiary (“PRISA Owned Intellectual Property”)the Closing Date, PRISA or a PRISA Subsidiary is the owner of the entire right, title and interest in and to such PRISA Owned Intellectual Property and is entitled to use such PRISA Owned Intellectual Property in the continued operation of its respective business; (c) with respect to each material item of Intellectual Property licensed to PRISA or a PRISA Subsidiary (“PRISA Licensed Intellectual Property”), PRISA or a PRISA Subsidiary has the right to use such PRISA Licensed Intellectual Property in all trade secrets, customer lists, hardware designs, programming processes, software and other information required for its services or its business as presently conducted by the continued operation of its respective business in accordance with the terms of the license agreement governing such PRISA Licensed Intellectual Property; Contributed Businesses; (dii) the PRISA Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (e) no person is engaging in any activity that infringes upon the PRISA Owned Intellectual Property; (f) each license of the PRISA Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (g) no party to any license of the PRISA Licensed Intellectual Property is in breach thereof or default thereunder; (h) neither the execution of this Agreement and the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will adversely affect any of the rights of PRISA Parent or its Subsidiaries with respect to the PRISA Owned Intellectual Property or the PRISA Licensed Intellectual Property; (i) PRISA and each of its Subsidiaries has have taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; ; (jiii) all employees and consultants to the knowledge of PRISA or its Subsidiaries involved in the designParent, review, evaluation or development of products or Intellectual Property have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of PRISA’s trade secrets and other confidential information and to vest in PRISA exclusive ownership of such Intellectual Property rights; (k) all trade secrets and other confidential information of PRISA Parent or its Subsidiaries and related to the Contributed Businesses are not part of the public domain or knowledge, nor nor, to the knowledge of Parent, have they been misappropriated by any Person person having an obligation to maintain such trade secrets or other confidential information in confidence for PRISAParent; and and (liv) to the knowledge of Parent, no employee or consultant of PRISA Parent or any of or its Subsidiaries has used any trade secrets or other confidential information of any other Person person in the course of his their work for PRISA Parent or such Subsidiary in connection with the Contributed Businesses. (c) To the knowledge of Parent, no university, government agency (whether federal or state) or other organization sponsored research and development conducted by Parent or any such Subsidiaryof its Subsidiaries or has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights there of Parent. Parent is not aware of any infringement by others of its copyrights or other Intellectual Proprietary Rights used in connection with the Contributed Business in any of its technology or services, or any violation of the confidentiality of any of its proprietary information. To Parent's knowledge, Parent is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Contributed Businesses.

Intellectual Property; Proprietary Rights; Employee Restrictions. Except (a) All Intellectual Property Rights used by Terra or its Subsidiaries in their respective businesses are owned by Terra or such Subsidiaries by operation of law, have been validly assigned to Terra or such Subsidiaries or Terra otherwise has the right to use such Intellectual Property Rights in its business as currently conducted except for such failures that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Terra. Terra reasonably believes that the Intellectual Property Rights are sufficient to carry on the business of Terra as presently conducted. Terra or one of its Subsidiaries has exclusive ownership of or a license to use all Intellectual Property Rights used by Terra or its Subsidiaries in Terra's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of Terra's World Wide Web sites and all licenses, assignments and releases of Intellectual Property Rights of others without which Terra or its Subsidiaries could not offer the services they currently offer or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its services, except for such failures as, either individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on PRISA: (a) the conduct Terra. The present business activities or products of Terra do not infringe any Intellectual Property Rights of others, except as have not had and would not reasonably be expected to have a Material Adverse Effect on Terra. To its knowledge, as of the business date of the PRISA and its Subsidiaries as currently conducted does this Agreement Terra has not received any notice or other claim from any person asserting that any of Terra's present activities infringe upon or misappropriate the Intellectual Property rights of any Third Party, and no claim has been asserted to PRISA or any Subsidiary of PRISA that the conduct of the business of the PRISA and its Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the any Intellectual Property rights Rights of any Third Party;such person except for such notices or claims which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Terra. (b) with respect Except as have not had and would not reasonably be expected to each material item of Intellectual Property owned by PRISA have a Material Adverse Effect on Terra or a PRISA Subsidiary (“PRISA Owned Intellectual Property”), PRISA or a PRISA Subsidiary is the owner of the entire right, title and interest in and to such PRISA Owned Intellectual Property and is entitled to use such PRISA Owned Intellectual Property as disclosed in the continued operation Terra SEC Reports publicly filed prior to the date of its respective business; this Agreement, (ci) with respect to each material item of Intellectual Property licensed to PRISA or a PRISA Subsidiary (“PRISA Licensed Intellectual Property”), PRISA or a PRISA Subsidiary Terra has the right to use such PRISA Licensed Intellectual Property in the continued operation of all trade secrets, customer lists, hardware designs, programming processes, software and other information required for its respective business in accordance with the terms of the license agreement governing such PRISA Licensed Intellectual Property; (d) the PRISA Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (e) no person is engaging in any activity that infringes upon the PRISA Owned Intellectual Property; (f) each license of the PRISA Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (g) no party to any license of the PRISA Licensed Intellectual Property is in breach thereof or default thereunder; (h) neither the execution of this Agreement and the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will adversely affect any of the rights of PRISA services or its Subsidiaries with respect to the PRISA Owned Intellectual Property business as presently conducted or the PRISA Licensed Intellectual Property; contemplated; (iii) PRISA and each of its Subsidiaries Terra has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; ; (jiii) all employees and consultants of PRISA Terra or its Subsidiaries involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of PRISA’s Terra's trade secrets and other confidential information and to vest in PRISA Terra exclusive ownership of such Intellectual Property rights; Rights; (kiv) t the knowledge of Terra, all trade secrets and other confidential information of PRISA Terra are not part of the public domain or knowledge, nor nor, to the knowledge of Terra, have they been misappropriated by any Person person having an obligation to maintain such trade secrets or other confidential information in confidence for PRISATerra; and (lv) to the knowledge of Terra, no employee or consultant of PRISA Terra or any of its Subsidiaries has used any trade secrets or other confidential information of any other Person person in the course of his their work for PRISA Terra or any such Subsidiary. (c) To the knowledge of Terra, no university, government agency (whether federal or state) or other organization sponsored research and development conducted by Terra or any of its Subsidiaries or has any claim of right to or ownership of or other encumbrance upon any of the Intellectual Property Rights of Terra, except for such claims or other encumbrances that would not reasonably be expected to have a Material Adverse Effect on Terra. Terra is not aware of any infringement by others of its copyrights or other Intellectual Proprietary Rights in any of its technology or services, or any violation of the confidentiality of any of its proprietary information, except for such infringement and violations that would not reasonably be expected to have a Material Adverse Effect on Terra. To Terra's knowledge, Terra is not making unlawful use of any confidential information or trade secrets of any past or present employees of Terra or any of its Subsidiaries, except for such use a would not reasonably be expected to have a Material Adverse Effect on Terra. For the purposes of this Section 5.14, and except where the context otherwise requires, Intellectual Property Rights also includes any and all intellectual property rights, licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates, marketing materials created by Terra or its Subsidiaries, inventions, trade dress, logos and designs.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) All material registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names, or Internet domain names (collectively, "Intellectual Property Rights") used by TMCS or its Subsidiaries in their respective businesses, are owned by TMCS or such Subsidiaries by operation of law, or have been validly assigned to TMCS or such Subsidiaries or TMCS otherwise has the right to use such Intellectual Property Rights in its business as currently conducted. TMCS believes that the Intellectual Property Rights are sufficient to carry on the business of TMCS as presently conducted. TMCS or one of its Subsidiaries has exclusive ownership of or a license to use all Intellectual Property Rights used by TMCS or its Subsidiaries in TMCS's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of TMCS's World Wide Web sites and all licenses, assignments and releases of Intellectual Property Rights of others without which TMCS or its Subsidiaries could not offer the services they currently offer or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its services, except as would not, individually or in the aggregate, have a Material Adverse Effect on TMCS. The present business activities or products of TMCS do not infringe any Intellectual Property Rights of others, except as would not, individually or in the aggregate, have a Material Adverse Effect on TMCS. To its knowledge, TMCS has not received any notice or other claim from any person asserting that any of TMCS's present activities infringe or may infringe any Intellectual Property Rights of such person. (b) Except as would not have a Material Adverse Effect on PRISA: (a) the conduct of the business of the PRISA and its Subsidiaries TMCS or as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any Third Party, and no claim has been asserted to PRISA or any Subsidiary of PRISA that the conduct of the business of the PRISA and its Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any Third Party; (b) with respect to each material item of Intellectual Property owned by PRISA or a PRISA Subsidiary (“PRISA Owned Intellectual Property”), PRISA or a PRISA Subsidiary is the owner of the entire right, title and interest in and to such PRISA Owned Intellectual Property and is entitled to use such PRISA Owned Intellectual Property disclosed in the continued operation of its respective business; TMCS Reports filed prior to the date hereof, (ci) with respect to each material item of Intellectual Property licensed to PRISA or a PRISA Subsidiary (“PRISA Licensed Intellectual Property”), PRISA or a PRISA Subsidiary TMCS has the right to use such PRISA Licensed Intellectual Property in the continued operation of all trade secrets, customer lists, hardware designs, programming processes, software and other information required for its respective business in accordance with the terms of the license agreement governing such PRISA Licensed Intellectual Property; (d) the PRISA Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (e) no person is engaging in any activity that infringes upon the PRISA Owned Intellectual Property; (f) each license of the PRISA Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (g) no party to any license of the PRISA Licensed Intellectual Property is in breach thereof or default thereunder; (h) neither the execution of this Agreement and the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will adversely affect any of the rights of PRISA services or its Subsidiaries with respect to the PRISA Owned Intellectual Property business as presently conducted or the PRISA Licensed Intellectual Property; contemplated; (iii) PRISA and each of its Subsidiaries TMCS has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; ; (jiii) all employees and consultants of PRISA TMCS or its Subsidiaries involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of PRISA’s TMCS's trade secrets and other confidential information and to vest in PRISA TMCS exclusive ownership of such Intellectual Property rights; Rights; (kiv) to the knowledge of TMCS, all trade secrets and other confidential information of PRISA TMCS are not part of the public domain or knowledge, nor nor, to the knowledge of TMCS, have they been misappropriated by any Person person having an obligation to maintain such trade secrets or other confidential information in confidence for PRISATMCS; and and (lv) to the knowledge of TMCS, no employee or consultant of PRISA TMCS or any of or its Subsidiaries has used any trade secrets or other confidential information of any other Person person in the course of his their work for PRISA TMCS or any such Subsidiary. (c) To the knowledge of TMCS, no university, government agency (whether federal or state) or other organization sponsored research and development conducted by TMCS or any of its Subsidiaries or has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights there of TMCS. TMCS is not aware of any infringement by others of its copyrights or other Intellectual Proprietary Rights in any of its technology or services, or any violation of the confidentiality of any of its proprietary information. To TMCS's knowledge, TMCS is not making unlawful use of any confidential information or trade secrets of any past or present employees of TMCS or any of its Subsidiaries. For the purposes of this Section 5.13, and except where the context otherwise requires, Intellectual Property Rights also includes any and all intellectual property rights, licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates, marketing materials created by TMCS or its Subsidiaries, inventions, trade dress, logos and designs.

Intellectual Property; Proprietary Rights; Employee Restrictions. Except (a) All Intellectual Property Rights used by Terra or its Subsidiaries in their respective businesses are owned by Terra or such Subsidiaries by operation of law, have been validly assigned to Terra or such Subsidiaries or Terra otherwise has the right to use such Intellectual Property Rights in its business as currently conducted except for such failures that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Terra. Terra reasonably believes that the Intellectual Property Rights are sufficient to carry on the business of Terra as presently conducted. Terra or one of its Subsidiaries has exclusive ownership of or a license to use all Intellectual Property Rights used by Terra or its Subsidiaries in Terra's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of Terra's World Wide Web sites and all licenses, assignments and releases of Intellectual Property Rights of others without which Terra or its Subsidiaries could not offer the services they currently offer or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its services, except for such failures as, either individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on PRISA: (a) the conduct Terra. The present business activities or products of Terra do not infringe any Intellectual Property Rights of others, except as have not had and would not reasonably be expected to have a Material Adverse Effect on Terra. To its knowledge, as of the business date of the PRISA and its Subsidiaries as currently conducted does this Agreement Terra has not received any notice or other claim from any person asserting that any of Terra's present activities infringe upon or misappropriate the Intellectual Property rights of any Third Party, and no claim has been asserted to PRISA or any Subsidiary of PRISA that the conduct of the business of the PRISA and its Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the any Intellectual Property rights Rights of any Third Party;such person except for such notices or claims which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Terra. (b) with respect Except as have not had and would not reasonably be expected to each material item of Intellectual Property owned by PRISA have a Material Adverse Effect on Terra or a PRISA Subsidiary (“PRISA Owned Intellectual Property”), PRISA or a PRISA Subsidiary is the owner of the entire right, title and interest in and to such PRISA Owned Intellectual Property and is entitled to use such PRISA Owned Intellectual Property as disclosed in the continued operation Terra SEC Reports publicly filed prior to the date of its respective business; this Agreement, (ci) with respect to each material item of Intellectual Property licensed to PRISA or a PRISA Subsidiary (“PRISA Licensed Intellectual Property”), PRISA or a PRISA Subsidiary Terra has the right to use such PRISA Licensed Intellectual Property in the continued operation of all trade secrets, customer lists, hardware designs, programming processes, software and other information required for its respective business in accordance with the terms of the license agreement governing such PRISA Licensed Intellectual Property; (d) the PRISA Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (e) no person is engaging in any activity that infringes upon the PRISA Owned Intellectual Property; (f) each license of the PRISA Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (g) no party to any license of the PRISA Licensed Intellectual Property is in breach thereof or default thereunder; (h) neither the execution of this Agreement and the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will adversely affect any of the rights of PRISA services or its Subsidiaries with respect to the PRISA Owned Intellectual Property business as presently conducted or the PRISA Licensed Intellectual Property; contemplated; (iii) PRISA and each of its Subsidiaries Terra has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; ; (jiii) all employees and consultants of PRISA Terra or its Subsidiaries involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of PRISA’s Terra's trade secrets and other confidential information and to vest in PRISA Terra exclusive ownership of such Intellectual Property rights; Rights; (kiv) to the knowledge of Terra, all trade secrets and other confidential information of PRISA Terra are not part of the public domain or knowledge, nor nor, to the knowledge of Terra, have they been misappropriated by any Person person having an obligation to maintain such trade secrets or other confidential information in confidence for PRISATerra; and (lv) to the knowledge of Terra, no employee or consultant of PRISA Terra or any of its Subsidiaries has used any trade secrets or other confidential information of any other Person person in the course of his their work for PRISA Terra or any such Subsidiary. (c) To the knowledge of Terra, no university, government agency (whether federal or state) or other organization sponsored research and development conducted by Terra or any of its Subsidiaries or has any claim of right to or ownership of or other encumbrance upon any of the Intellectual Property Rights of Terra, except for such claims or other encumbrances that would not reasonably be expected to have a Material Adverse Effect on Terra. Terra is not aware of any infringement by others of its copyrights or other Intellectual Proprietary Rights in any of its technology or services, or any violation of the confidentiality of any of its proprietary information, except for such infringement and violations that would not reasonably be expected to have a Material Adverse Effect on Terra. To Terra's knowledge, Terra is not making unlawful use of any confidential information or trade secrets of any past or present employees of Terra or any of its Subsidiaries, except for such use as would not reasonably be expected to have a Material Adverse Effect on Terra. For the purposes of this Section 5.14, and except where the context otherwise requires, Intellectual Property Rights also includes any and all intellectual property rights, licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates, marketing materials created by Terra or its Subsidiaries, inventions, trade dress, logos and designs.

Intellectual Property; Proprietary Rights; Employee Restrictions. Except (a) All Intellectual Property Rights used by Lycos or its Subsidiaries in their respective businesses are owned by Lycos or such Subsidiaries by operation of law, have been validly assigned to Lycos or such Subsidiaries or Lycos otherwise has the right to use such Intellectual Property Rights in its business as currently conducted except for such failures that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Lycos. Lycos or one of its Subsidiaries has exclusive ownership of or a license to use all Intellectual Property Rights used by Lycos or its Subsidiaries in Lycos's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of Lycos's World Wide Web sites and all licenses, assignments and releases of Intellectual Property Rights of others without which Lycos or its Subsidiaries could not offer the services they currently offer or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its services, except, for such failures as, either individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on PRISA: (a) the conduct Lycos. The present business activities or products of Lycos do not infringe any Intellectual Property Rights of others, except as have not had and would not reasonably be expected to have a Material Adverse Effect on Lycos. To its knowledge, as of the business date of the PRISA and its Subsidiaries as currently conducted does this Agreement Lycos has not received any notice or other claim from any person asserting that any of Lycos's present activities infringe upon or misappropriate the Intellectual Property rights of any Third Party, and no claim has been asserted to PRISA or any Subsidiary of PRISA that the conduct of the business of the PRISA and its Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the any Intellectual Property rights Rights of any Third Party;such person, except for such notices or claims which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Lycos. (b) with respect Except as have not had and would not reasonably be expected to each material item of Intellectual Property owned by PRISA or have a PRISA Subsidiary Material Adverse Effect on Lycos, (“PRISA Owned Intellectual Property”), PRISA or a PRISA Subsidiary is the owner of the entire right, title and interest in and to such PRISA Owned Intellectual Property and is entitled to use such PRISA Owned Intellectual Property in the continued operation of its respective business; (ci) with respect to each material item of Intellectual Property licensed to PRISA or a PRISA Subsidiary (“PRISA Licensed Intellectual Property”), PRISA or a PRISA Subsidiary Lycos has the right to use such PRISA Licensed Intellectual Property in the continued operation of all trade secrets, customer lists, hardware designs, programming processes, software and other information required for its respective business in accordance with the terms of the license agreement governing such PRISA Licensed Intellectual Property; (d) the PRISA Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (e) no person is engaging in any activity that infringes upon the PRISA Owned Intellectual Property; (f) each license of the PRISA Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (g) no party to any license of the PRISA Licensed Intellectual Property is in breach thereof or default thereunder; (h) neither the execution of this Agreement and the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will adversely affect any of the rights of PRISA services or its Subsidiaries with respect to the PRISA Owned Intellectual Property business as presently conducted or the PRISA Licensed Intellectual Property; contemplated; (iii) PRISA and each of its Subsidiaries Lycos has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; , (jiii) all employees and consultants of PRISA Lycos or its Subsidiaries involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of PRISA’s Lycos's trade secrets and other confidential information and to vest in PRISA Lycos exclusive ownership of such Intellectual Property rights; Rights; (kiv) to the knowledge of Lycos, all trade secrets and other confidential information of PRISA Lycos are not part of the public domain or knowledge, nor nor, to the knowledge of Lycos, have they been misappropriated by any Person person having an obligation to maintain such trade secrets or other confidential information in confidence for PRISALycos; and (lv) to the knowledge of Lycos, no employee or consultant of PRISA Lycos or any of its Subsidiaries has used any trade secrets or other confidential information of any other Person person in the course of his their work for PRISA Lycos or any such Subsidiary. (c) To the knowledge of Lycos, no university, government agency (whether federal or state) or other organization sponsored research and development conducted by Lycos or any of its Subsidiaries or has any claim or right to or ownership of or other encumbrance upon any of the Intellectual Property Rights of Lycos, except for such claims or other encumbrances that would not reasonably be expected to have a Material Adverse Effect on Lycos. Lycos is not aware of any infringement by others of its copyrights or other Intellectual Proprietary Rights in any of its technology or services, or any violation of the confidentiality of any of its proprietary information, except for such infringement and violations that would not reasonably be expected to have a Material Adverse Effect on Lycos. To Lycos's knowledge, Lycos is not making unlawful use of any confidential information or trade secrets of any past or present employees of Lycos or any of its Subsidiaries, except for such use that would not reasonably be expected to have a Material Adverse Effect on Lycos, except for such infringement and violations that would not reasonably be expected to have a Material Adverse Effect on Lycos. For the purposes of this Section 4.15, and except where the context otherwise requires, Intellectual Property Rights also includes any and all intellectual property rights, licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates, marketing materials created by Lycos or its Subsidiaries, inventions, trade dress, logos and designs.

Intellectual Property; Proprietary Rights; Employee Restrictions. Except (a) All Intellectual Property Rights used by Lycos or its Subsidiaries in their respective businesses are owned by Lycos or such Subsidiaries by operation of law, have been validly assigned to Lycos or such Subsidiaries or Lycos otherwise has the right to use such Intellectual Property Rights in its business as currently conducted except for such failures that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Lycos. Lycos or one of its Subsidiaries has exclusive ownership of or a license to use all Intellectual Property Rights used by Lycos or its Subsidiaries in Lycos's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of Lycos's World Wide Web sites and all licenses, assignments and releases of Intellectual Property Rights of others without which Lycos or its Subsidiaries could not offer the services they currently offer or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its services, except, for such failures as, either individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on PRISA: (a) the conduct Lycos. The present business activities or products of Lycos do not infringe any Intellectual Property Rights of others, except as have not had and would not reasonably be expected to have a Material Adverse Effect on Lycos. To its knowledge, as of the business date of the PRISA and its Subsidiaries as currently conducted does this Agreement Lycos has not received any notice or other claim from any person asserting that any of Lycos's present activities infringe upon or misappropriate the Intellectual Property rights of any Third Party, and no claim has been asserted to PRISA or any Subsidiary of PRISA that the conduct of the business of the PRISA and its Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the any Intellectual Property rights Rights of any Third Party;such person, except for such notices or claims which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Lycos. (b) with respect Except as have not had and would not reasonably be expected to each material item of Intellectual Property owned by PRISA or have a PRISA Subsidiary Material Adverse Effect on Lycos, (“PRISA Owned Intellectual Property”), PRISA or a PRISA Subsidiary is the owner of the entire right, title and interest in and to such PRISA Owned Intellectual Property and is entitled to use such PRISA Owned Intellectual Property in the continued operation of its respective business; (ci) with respect to each material item of Intellectual Property licensed to PRISA or a PRISA Subsidiary (“PRISA Licensed Intellectual Property”), PRISA or a PRISA Subsidiary Lycos has the right to use such PRISA Licensed Intellectual Property in the continued operation of all trade secrets, customer lists, hardware designs, programming processes, software and other information required for its respective business in accordance with the terms of the license agreement governing such PRISA Licensed Intellectual Property; (d) the PRISA Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (e) no person is engaging in any activity that infringes upon the PRISA Owned Intellectual Property; (f) each license of the PRISA Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (g) no party to any license of the PRISA Licensed Intellectual Property is in breach thereof or default thereunder; (h) neither the execution of this Agreement and the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will adversely affect any of the rights of PRISA services or its Subsidiaries with respect to the PRISA Owned Intellectual Property business as presently conducted or the PRISA Licensed Intellectual Property; contemplated; (iii) PRISA and each of its Subsidiaries Lycos has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; ; (jiii) all employees and consultants of PRISA Lycos or its Subsidiaries involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of PRISA’s Lycos's trade secrets and other confidential information and to vest in PRISA Lycos exclusive ownership of such Intellectual Property rights; Rights; (kiv) to the knowledge of Lycos, all trade secrets and other confidential information of PRISA Lycos are not part of the public domain or knowledge, nor nor, to the knowledge of Lycos, have they been misappropriated by any Person person having an obligation to maintain such trade secrets or other confidential information in confidence for PRISALycos; and (lv) to the knowledge of Lycos, no employee or consultant of PRISA Lycos or any of its Subsidiaries has used any trade secrets or other confidential information of any other Person person in the course of his their work for PRISA Lycos or any such Subsidiary. (c) To the knowledge of Lycos, no university, government agency (whether federal or state) or other organization sponsored research and development conducted by Lycos or any of its Subsidiaries or has any claim of right to or ownership of or other encumbrance upon any of the Intellectual Property Rights of Lycos, except for such claims or other encumbrances that would not reasonably be expected to have a Material Adverse Effect on Lycos. Lycos is not aware of any infringement by others of its copyrights or other Intellectual Proprietary Rights in any of its technology or services, or any violation of the confidentiality of any of its proprietary information, except for such infringement and violations that would not reasonably be expected to have a Material Adverse Effect on Lycos. To Lycos's knowledge, Lycos is not making unlawful use of any confidential information or trade secrets of any past or present employees of Lycos or any of its Subsidiaries, except for such use that would not reasonably be expected to have a Material Adverse Effect on Lycos, except for such infringement and violations that would not reasonably be expected to have a Material Adverse Effect on Lycos. For the purposes of this Section 4.15, and except where the context otherwise requires, Intellectual Property Rights also includes any and all intellectual property rights, licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates, marketing materials created by Lycos or its Subsidiaries, inventions, trade dress, logos and designs.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) All Intellectual Property Rights used by Lycos or its Subsidiaries in their respective businesses are owned by Lycos or such Subsidiaries by operation of law, have been validly assigned to Lycos or such Subsidiaries or Lycos otherwise has the right to use such Intellectual Property Rights in its business as currently conducted. Lycos believes that the Intellectual Property Rights are sufficient to carry on the business of Lycos as presently conducted. Lycos or one of its Subsidiaries has exclusive ownership of or a license to use all Intellectual Property Rights all Intellectual Property Rights used by Lycos or its Subsidiaries in Lycos's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of Lycos's World Wide Web sites and all licenses, assignments and releases of Intellectual Property Rights of others without which Lycos or its Subsidiaries could not offer the services they currently offer or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its services, except as would not, individually or in the aggregate, have a Material Adverse Effect on Lycos. The present business activities or products of Lycos do not infringe any Intellectual Property Rights of others, except as would not, have a Material Adverse Effect on Lycos. To its knowledge, Lycos has not received any notice or other claim from any person asserting that any of Lycos's present activities infringe or may infringe any Intellectual Property Rights of such person. (b) Except as would not have a Material Adverse Effect on PRISA: (a) the conduct of the business of the PRISA and its Subsidiaries Lycos or as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any Third Party, and no claim has been asserted to PRISA or any Subsidiary of PRISA that the conduct of the business of the PRISA and its Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any Third Party; (b) with respect to each material item of Intellectual Property owned by PRISA or a PRISA Subsidiary (“PRISA Owned Intellectual Property”), PRISA or a PRISA Subsidiary is the owner of the entire right, title and interest in and to such PRISA Owned Intellectual Property and is entitled to use such PRISA Owned Intellectual Property disclosed in the continued operation of its respective business; Lycos Reports filed prior to the date hereof, (ci) with respect to each material item of Intellectual Property licensed to PRISA or a PRISA Subsidiary (“PRISA Licensed Intellectual Property”), PRISA or a PRISA Subsidiary Lycos has the right to use such PRISA Licensed Intellectual Property in the continued operation of all trade secrets, customer lists, hardware designs, programming processes, software and other information required for its respective business in accordance with the terms of the license agreement governing such PRISA Licensed Intellectual Property; (d) the PRISA Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (e) no person is engaging in any activity that infringes upon the PRISA Owned Intellectual Property; (f) each license of the PRISA Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (g) no party to any license of the PRISA Licensed Intellectual Property is in breach thereof or default thereunder; (h) neither the execution of this Agreement and the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will adversely affect any of the rights of PRISA services or its Subsidiaries with respect to the PRISA Owned Intellectual Property business as presently conducted or the PRISA Licensed Intellectual Property; contemplated; (iii) PRISA and each of its Subsidiaries Lycos has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; ; (jiii) all employees and consultants of PRISA Lycos or its Subsidiaries involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of PRISA’s Lycos's trade secrets and other confidential information and to vest in PRISA Lycos exclusive ownership of such Intellectual Property rights; Rights; (kiv) to the knowledge of Lycos, all trade secrets and other confidential information of PRISA Lycos are not part of the public domain or knowledge, nor nor, to the knowledge of Lycos, have they been misappropriated by any Person person having an obligation to maintain such trade secrets or other confidential information in confidence for PRISALycos; and (lv) to the knowledge of Lycos, no employee or consultant of PRISA Lycos or any of its Subsidiaries has used any trade secrets or other confidential information of any other Person person in the course of his their work for PRISA Lycos or any such Subsidiary. (c) To the knowledge of Lycos, no university, government agency (whether federal or state) or other organization sponsored research and development conducted by Lycos or any of its Subsidiaries or has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights of Lycos. Lycos is not aware of any infringement by others of its copyrights or other Intellectual Proprietary Rights in any of its technology or services, or any violation of the confidentiality of any of its proprietary information. To Lycos's knowledge, Lycos is not making unlawful use of any confidential information or trade secrets of any past or present employees of Lycos or any of its Subsidiaries. For the purposes of this Section 6.13, and except where the context otherwise requires, Intellectual Property Rights also includes any and all intellectual property rights, licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates, marketing materials created by Lycos or its Subsidiaries, inventions, trade dress, logos and designs.

Intellectual Property; Proprietary Rights; Employee Restrictions. Except as would not have a Material Adverse Effect on PRISA: (a) The Seller has disclosed in SCHEDULE 2.16 all trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names, trade secrets, Internet domain names or other proprietary rights (collectively, the conduct "Intellectual Property Rights" and together with any and all licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates, marketing materials, inventions, trade dress, logos and designs and all documentation and electronic media constituting, describing or relating to the foregoing, the "Intellectual Property Rights") used in the Business, including, without limitation, all licenses, assignments and releases of Intellectual Property Rights of others in material works embodied in its products. SCHEDULE 2.16 separately lists the (i) owned Intellectual Property Rights and (ii) licensed Intellectual Property Rights. Except as set forth on SCHEDULE 2.16 under the heading "Required Consents/Intellectual Property," no approval or consent of any Person is needed so that the interest of the business of the PRISA and its Subsidiaries as currently conducted does not infringe upon or misappropriate Seller in the Intellectual Property rights Rights shall continue to be in full force and effect and enforceable by the Purchaser following the transactions contemplated by this Agreement. All Intellectual Property Rights purported to be owned by the Seller held by any employee, director or consultant have been validly assigned to the Seller. The Seller's Intellectual Property Rights are sufficient to carry on the Business as presently conducted. The Seller has exclusive ownership of or license to use all Intellectual Property Rights identified in SCHEDULE 2.16 or has obtained any Third Partylicenses, and no claim has been asserted releases or assignments reasonably necessary to PRISA or any Subsidiary of PRISA that use all third parties' Intellectual Property Rights in works embodied in its products. To the conduct knowledge of the Seller, the business activities or products of the PRISA and its Subsidiaries as currently conducted infringes upon Business do not infringe any Intellectual Property Rights of others. The Seller has not received any notice or other claim from any Person asserting that any of the Seller's activities infringe or may infringe upon or misappropriates the any Intellectual Property rights Rights of any Third Party;such Person. (b) with respect to each material item of Intellectual Property owned by PRISA or a PRISA Subsidiary (“PRISA Owned Intellectual Property”), PRISA or a PRISA Subsidiary is the owner of the entire right, title and interest in and to such PRISA Owned Intellectual Property and is entitled to use such PRISA Owned Intellectual Property in the continued operation of its respective business; (c) with respect to each material item of Intellectual Property licensed to PRISA or a PRISA Subsidiary (“PRISA Licensed Intellectual Property”), PRISA or a PRISA Subsidiary The Seller has the right to use such PRISA Licensed Intellectual Property in the continued operation use, free and clear of its respective business in accordance with the terms of the license agreement governing such PRISA Licensed Intellectual Property; (d) the PRISA Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid claims or unenforceable in whole or in part; (e) no person is engaging in any activity that infringes upon the PRISA Owned Intellectual Property; (f) each license of the PRISA Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; (g) no party to any license of the PRISA Licensed Intellectual Property is in breach thereof or default thereunder; (h) neither the execution of this Agreement and the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will adversely affect any of the rights of PRISA others, all trade secrets, customer lists, hardware designs, programming processes, software and other information required for or incident to its products or its Subsidiaries with respect to the PRISA Owned Intellectual Property business as presently conducted or the PRISA Licensed Intellectual Property; (i) PRISA and each of its Subsidiaries contemplated. The Seller has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; (j) all Intellectual Property Rights. The Purchaser understands that no employees and or consultants of PRISA or its Subsidiaries the Seller involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and or deeds or assignment of inventions agreements sufficient to protect the confidentiality of PRISA’s trade secrets and other confidential information the Seller's Intellectual Property Rights and to vest in PRISA the Seller exclusive ownership of such Intellectual Property rights; (k) all Rights. All material trade secrets and other material confidential information of PRISA the Seller are presently valid and protectable and are not part of the public domain or knowledge, nor nor, have they been misappropriated by used, divulged or appropriated for the benefit of any Person having an obligation other than the Seller or otherwise to maintain such the detriment of the Seller or the Business. No employee or consultant of the Seller has used any material trade secrets or other confidential information in confidence for PRISA; and (l) no employee or consultant of PRISA or any of its Subsidiaries has used any trade secrets or other material confidential information of any other Person in the course of his their work for PRISA the Business. (c) The Seller is the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Seller, and such Intellectual Property Rights are valid and in full force and effect. No university, government agency (whether federal or state) or other organization has sponsored research and development conducted by the Seller or has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights of the Seller. The Seller is not aware of any infringement by others of its copyrights or other Intellectual Property Rights in any of its products, technology or services, or any violation of the confidentiality of any of its proprietary information. The Seller is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Seller. (d) The Purchaser understands that no key employees, including all developers (contract or otherwise) of or to the Seller, have executed and delivered to and in favor of the Seller agreements regarding the protection of confidential and proprietary information and the assignment to the Seller of Intellectual Property Rights arising from the services performed for the Seller by such Subsidiarypersons.

Intellectual Property; Proprietary Rights; Employee Restrictions. Except as would not have a Material Adverse Effect on PRISA: : (a) the conduct of the business of the PRISA and its Subsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any Third Party, and no claim has been asserted to PRISA or any Subsidiary of PRISA that the conduct of the business of the PRISA and its Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any Third Party; ; (b) with respect to each material item of Intellectual Property owned by PRISA or a PRISA Subsidiary (“PRISA Owned Intellectual Property”), PRISA or a PRISA Subsidiary is the owner of the entire right, title and interest in and to such PRISA Owned Intellectual Property and is entitled to use such PRISA Owned Intellectual Property in the continued operation of its respective business;; -45- (c) with respect to each material item of Intellectual Property licensed to PRISA or a PRISA Subsidiary (“PRISA Licensed Intellectual Property”), PRISA or a PRISA Subsidiary has the right to use such PRISA Licensed Intellectual Property in the continued operation of its respective business in accordance with the terms of the license agreement governing such PRISA Licensed Intellectual Property; ; (d) the PRISA Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; ; (e) no person is engaging in any activity that infringes upon the PRISA Owned Intellectual Property; ; (f) each license of the PRISA Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; ; (g) no party to any license of the PRISA Licensed Intellectual Property is in breach thereof or default thereunder; ; (h) neither the execution of this Agreement and the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will adversely affect any of the rights of PRISA or its Subsidiaries with respect to the PRISA Owned Intellectual Property or the PRISA Licensed Intellectual Property; ; (i) PRISA and each of its Subsidiaries has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; ; (j) all employees and consultants of PRISA or its Subsidiaries involved in the design, review, evaluation or development of products or Intellectual Property have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of PRISA’s trade secrets and other confidential information and to vest in PRISA exclusive ownership of such Intellectual Property rights; ; (k) all trade secrets and other confidential information of PRISA are not part of the public domain or knowledge, nor have they been misappropriated by any Person having an obligation to maintain such trade secrets or other confidential information in confidence for PRISA; and and (l) no employee or consultant of PRISA or any of its Subsidiaries has used any trade secrets or other confidential information of any other Person in the course of his work for PRISA or any such Subsidiary.. 7.15

Intellectual Property; Proprietary Rights; Employee Restrictions. Except as would not have a Material Adverse Effect on PRISA: (a) All Intellectual Property Rights used by the conduct of the business of the PRISA and Company or its Subsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any Third Party, and no claim has been asserted to PRISA or any Subsidiary of PRISA that the conduct of the business of the PRISA and its Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any Third Party; (b) with respect to each material item of Intellectual Property in their respective businesses are owned by PRISA the Company or a PRISA Subsidiary (“PRISA Owned Intellectual Property”), PRISA or a PRISA Subsidiary is the owner of the entire right, title and interest in and to such PRISA Owned Intellectual Property and is entitled to use such PRISA Owned Intellectual Property in the continued Subsidiaries by operation of its respective business; (c) with respect to each material item of Intellectual Property law or have been validly assigned or licensed to PRISA the Company or a PRISA such Subsidiaries or the Company or such Subsidiary (“PRISA Licensed Intellectual Property”), PRISA or a PRISA Subsidiary otherwise has the right to use such PRISA Licensed Intellectual Property Rights in its business as currently conducted except (i) as set forth on Schedule 3.16, or (ii) for such failures that could not reasonably be expected to have, either individually or in the continued operation aggregate, a material adverse effect on the Company or its Subsidiaries taken as a whole. The Company or its Subsidiaries have exclusive ownership of or a license to use all Intellectual Property Rights used by the Company or its Subsidiaries in the Company's and its Subsidiaries' businesses as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of the Company's or any of its respective Subsidiary's World Wide Web sites and all licenses, assignments and releases of Intellectual Property Rights of others without which the Company or its Subsidiaries could not offer the services they currently offer or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its services, except, for such failures as, either individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole. The business in accordance with the terms activities or products of the license agreement governing such PRISA Licensed Intellectual Property; (d) Company and its Subsidiaries do not, to the PRISA Owned best of the Company's knowledge, infringe any Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (e) no person is engaging in any activity that infringes upon Rights of others. To the PRISA Owned Intellectual Property; (f) each license knowledge of the PRISA Licensed Intellectual Property is valid Company, except as set forth on Schedule 3.16 the Company and enforceable, is binding on all parties to such license, and is in full force and effect; (g) no party to its Subsidiaries have not received any license of the PRISA Licensed Intellectual Property is in breach thereof notice or default thereunder; (h) neither the execution of this Agreement and the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will adversely affect other claim from any person asserting that any of the rights of PRISA Company's or its Subsidiaries with respect to the PRISA Owned present activities infringe or may infringe any Intellectual Property or Rights of such person. (b) Except as set forth on Schedule 3.16 and as have not had and could not reasonably be expected to have a material adverse effect on the PRISA Licensed Intellectual Property; Company and its Subsidiaries taken as a whole, (i) PRISA the Company has the right to use all trade secrets, customer lists, hardware designs, programming processes, software and other information required for its services or its business as presently conducted or contemplated by the Company and its Subsidiaries; (ii) each of the Company and its Subsidiaries has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; ; (jiii) all employees and consultants of PRISA the Company or its Subsidiaries involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of PRISA’s the Company's and its Subsidiaries' trade secrets and other confidential information and to vest in PRISA the Company and its Subsidiaries, as applicable, exclusive ownership of such Intellectual Property rights; Rights; (kiv) to the knowledge of the Company, all trade secrets and other confidential information of PRISA the Company and its Subsidiaries are not part of the public domain or knowledge, nor nor, to the knowledge of the Company, have they been misappropriated by any Person person having an obligation to maintain such trade secrets or other confidential information in confidence for PRISAconfidence; and or (lv) to the knowledge of the Company, no employee or consultant of PRISA the Company or any of its Subsidiaries has used any trade secrets or other confidential information of any other Person person in the course of his their work for PRISA the Company or any such Subsidiary. (c) To the knowledge of the Company, no university, government agency (whether federal or state) or other organization sponsored research and development conducted by the Company or any of its Subsidiaries or has any claim of right to or ownership of or other encumbrance upon any of the Intellectual Property Rights of them, except for such claims or other encumbrances that would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole. The Company is not aware of any infringement by others of its copyrights or other Intellectual Proprietary Rights in any of its technology or services, or any violation of the confidentiality of any of its proprietary information. To the Company's knowledge, the Company and its Subsidiaries are not making unlawful use of any confidential information or trade secrets of any past or present employees except as set forth on Schedule 3.08. For the purposes of this Section 3.16, and except where the context otherwise requires, Intellectual Property Rights also includes any and all intellectual property rights, licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates, marketing materials created by the Company or its Subsidiaries, inventions, trade dress, logos and designs. (d) For purposes of this Section 3.16, "Intellectual Property Rights" means patents and patent rights, trademarks and trademark rights, trade names and trade name rights, service marks and service xxxx rights, service names and service name rights, domain names, URL addresses, copyrights and copyright rights and all pending applications for and registrations of any of the foregoing.

Intellectual Property; Proprietary Rights; Employee Restrictions. Except as would not have a Material Adverse Effect on PRISA: (a) All Intellectual Property Rights used by the conduct of the business of the PRISA and Company or its Subsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any Third Party, and no claim has been asserted to PRISA or any Subsidiary of PRISA that the conduct of the business of the PRISA and its Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any Third Party; (b) with respect to each material item of Intellectual Property in their respective businesses are owned by PRISA the Company or a PRISA Subsidiary (“PRISA Owned Intellectual Property”), PRISA or a PRISA Subsidiary is the owner of the entire right, title and interest in and to such PRISA Owned Intellectual Property and is entitled to use such PRISA Owned Intellectual Property in the continued Subsidiaries by operation of its respective business; (c) with respect to each material item of Intellectual Property law or have been validly assigned or licensed to PRISA the Company or a PRISA such Subsidiaries or the Company or such Subsidiary (“PRISA Licensed Intellectual Property”), PRISA or a PRISA Subsidiary otherwise has the right to use such PRISA Licensed Intellectual Property Rights in its business as currently conducted except (i) as set forth on Schedule 3.16, or (ii) for such failures that could not reasonably be expected to have, either individually or in the continued operation aggregate, a material adverse effect on the Company or its Subsidiaries taken as a whole. The Company or its Subsidiaries have exclusive ownership of or a license to use all Intellectual Property Rights used by the Company or its Subsidiaries in the Company's and its Subsidiaries' businesses as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of the Company's or any of its respective Subsidiary's World Wide Web sites and all licenses, assignments and releases of Intellectual Property Rights of others without which the Company or its Subsidiaries could not offer the services they currently offer or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its services, except, for such failures as, either individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole. The business in accordance with the terms activities or products of the license agreement governing such PRISA Licensed Intellectual Property; (d) Company and its Subsidiaries do not, to the PRISA Owned best of the Company's knowledge, infringe any Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (e) no person is engaging in any activity that infringes upon Rights of others. To the PRISA Owned Intellectual Property; (f) each license knowledge of the PRISA Licensed Intellectual Property is valid Company, except as set forth on Schedule 3.16 the Company and enforceable, is binding on all parties to such license, and is in full force and effect; (g) no party to its Subsidiaries have not received any license of the PRISA Licensed Intellectual Property is in breach thereof notice or default thereunder; (h) neither the execution of this Agreement and the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will adversely affect other claim from any person asserting that any of the rights of PRISA Company's or its Subsidiaries with respect to the PRISA Owned present activities infringe or may infringe any Intellectual Property or Rights of such person. (b) Except as set forth on Schedule 3.16 and as have not had and could not reasonably be expected to have a material adverse effect on the PRISA Licensed Intellectual Property; Company and its Subsidiaries taken as a whole, (i) PRISA the Company has the right to use all trade secrets, customer lists, hardware designs, programming processes, software and other information required for its services or its business as presently conducted or contemplated by the Company and its Subsidiaries; (ii) each of the Company and its Subsidiaries has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; ; (jiii) all employees and consultants of PRISA the Company or its Subsidiaries involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of PRISA’s the Company's and its Subsidiaries' trade secrets and other confidential information and to vest in PRISA the Company and its Subsidiaries, as applicable, exclusive ownership of such Intellectual Property rights; Rights; (kiv) to the knowledge of the Company, all trade secrets and other confidential information of PRISA the Company and its Subsidiaries are not part of the public domain or knowledge, nor nor, to the knowledge of the Company, have they been misappropriated by any Person person having an obligation to maintain such trade secrets or other confidential information in confidence for PRISAconfidence; and or (lv) to the knowledge of the Company, no employee or consultant of PRISA the Company or any of its Subsidiaries has used any trade secrets or other confidential information of any other Person person in the course of his their work for PRISA the Company or any such Subsidiary. (c) To the knowledge of the Company, no university, government agency (whether federal or state) or other organization sponsored research and development conducted by the Company or any of its Subsidiaries or has any claim of right to or ownership of or other encumbrance upon any of the Intellectual Property Rights of them, except for such claims or other encumbrances that would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole. The Company is not aware of any infringement by others of its copyrights or other Intellectual Proprietary Rights in any of its technology or services, or any violation of the confidentiality of any of its proprietary information. To the Company's knowledge, the Company and its Subsidiaries are not making unlawful use of any confidential information or trade secrets of any past or present employees except as set forth on Schedule 3.