Common use of Intellectual Property Registrations Clause in Contracts

Intellectual Property Registrations. All registrations, filings, and applications made by, on behalf of, or in the name of the Corporation (or under obligation of assignment to the Corporation) in any jurisdiction for any patents, copyrights, mask works, trademarks, service marks, domain names, and any other Corporation Intellectual Property Right (collectively, “Corporation IP Registrations”) are set forth on in the Triller LLC 2024 S-1 and/or the Parent August 2024 Draft 14A. The Corporation will, upon request of Parent, provide Parent with the jurisdictions in which such Corporation IP Registration has been issued, or applications have been filed, the name of the owner, the application or registration number, the filing date, the date of registration, and the expiration date of such Corporation IP Registration. The Corporation has made available to Parent complete and accurate copies of all applications that are not publicly available related to each item included in the Corporation IP Registrations. All of the Corporation IP Registrations are valid, enforceable, and subsisting. There is no information, and there are no materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the Corporation IP Registrations invalid or unenforceable, or would materially affect any pending application for any Corporation IP Registrations. There are no actions that must be taken by the Corporation or Parent within 180 days after the Agreement Date for the purpose of obtaining, maintaining, perfecting, preserving, or renewing any Corporation IP Registration. All necessary registration, maintenance, and renewal fees due in connection with the Corporation IP Registrations have been made and all necessary documents, recordations, and certificates in connection with the Corporation IP Registrations have been filed with the relevant patent, copyright, trademark, or other authorities for the purposes of prosecuting, perfecting, and maintaining the Corporation IP Registrations. The Corporation has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Corporation IP Registrations that would constitute Fraud or a misrepresentation with respect to such application, or that would otherwise affect the validity or enforceability of any Corporation IP Registration. The Corporation has not engaged in any action or any omission, conducted its business, or used or enforced or failed to use or enforce the Corporation IP, in a manner that would result in the abandonment, cancellation, or unenforceability of any Corporation Intellectual Property Right or Corporation IP Registration, and the Corporation has not taken (and not failed to take) any action that would result in the forfeiture or relinquishment of any Corporation Intellectual Property Right or Corporation IP Registration. The Corporation will, upon request of Parent, make available a list of all trademarks, trade names, service marks, logos, domain names, design rights, and other identifiers currently used or proposed to be used by the Corporation but for which no registration has been sought, as well as any other material, unregistered Corporation IP. There have been no interferences, re-examinations, or oppositions brought or threatened to be brought involving any of the Corporation IP, nor to the Knowledge of the Corporation, is there any basis for any such interference, re-examination, or opposition.

Intellectual Property Registrations. All registrations, filings, and applications made by, on behalf of, or in the name of the Corporation (or under obligation of assignment to the Corporation) in any jurisdiction for any patents, copyrights, mask works, trademarks, service marks, domain names, and any other Corporation Intellectual Property Right (collectively, “Corporation IP Registrations”) are set forth on in the Triller LLC 2024 S-1 and/or the Parent August 2024 Draft 14A. S-1. The Corporation will, upon request of Parent, provide Parent with the jurisdictions in which such Corporation IP Registration has been issued, or applications have been filed, the name of the owner, the application or registration number, the filing date, the date of registration, and the expiration date of such Corporation IP Registration. The Corporation has made available to Parent complete and accurate copies of all applications that are not publicly available related to each item included in the Corporation IP Registrations. All of the Corporation IP Registrations are valid, enforceable, and subsisting. There is no information, and there are no materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the Corporation IP Registrations invalid or unenforceable, or would materially affect any pending application for any Corporation IP Registrations. There are no actions that must be taken by the Corporation or Parent within 180 days after the Agreement Date for the purpose of obtaining, maintaining, perfecting, preserving, or renewing any Corporation IP Registration. All necessary registration, maintenance, and renewal fees due in connection with the Corporation IP Registrations have been made and all necessary documents, recordations, and certificates in connection with the Corporation IP Registrations have been filed with the relevant patent, copyright, trademark, or other authorities for the purposes of prosecuting, perfecting, and maintaining the Corporation IP Registrations. The Corporation has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Corporation IP Registrations that would constitute Fraud or a misrepresentation with respect to such application, or that would otherwise affect the validity or enforceability of any Corporation IP Registration. The Corporation has not engaged in any action or any omission, conducted its business, or used or enforced or failed to use or enforce the Corporation IP, in a manner that would result in the abandonment, cancellation, or unenforceability of any Corporation Intellectual Property Right or Corporation IP Registration, and the Corporation has not taken (and not failed to take) any action that would result in the forfeiture or relinquishment of any Corporation Intellectual Property Right or Corporation IP Registration. The Corporation will, upon request of Parent, make available a list of all trademarks, trade names, service marks, logos, domain names, design rights, and other identifiers currently used or proposed to be used by the Corporation but for which no registration has been sought, as well as any other material, unregistered Corporation IP. There have been no interferences, re-examinations, or oppositions brought or threatened to be brought involving any of the Corporation IP, nor to the Knowledge of the Corporation, is there any basis for any such interference, re-examination, or opposition.

Intellectual Property Registrations. (a) All registrationscurrent issuances, filings, registrations and applications made by, on behalf of, or in the name of the Corporation (or under obligation of assignment to the Corporation) in any jurisdiction for any patentsPatents, copyrightsCopyrights, mask worksMask Works, trademarksTrademarks, service marks, domain namesDomain Names, and any other Corporation Intellectual Property Right Rights, in each case included in the Seller-Owned IP (collectively, “Corporation Seller IP Registrations”) and all issuances, registrations and applications for the foregoing that have lapsed, expired or been abandoned prior to the Agreement Date are set forth on in Schedule 2.10.2(a) to the Triller LLC 2024 S-1 and/or the Parent August 2024 Draft 14A. The Corporation willDisclosure Memorandum, upon request of Parent, provide Parent with setting forth the jurisdictions in which such Corporation IP Registration Intellectual Property Right has been issued, registered or applications applied for and the record owner thereof. All Seller IP Registrations are subsisting. None of the issued or registered Seller IP Registrations have been filed, found by a Governmental Body in an Order to be invalid or unenforceable and no Person has challenged the name validity or enforceability of the owner, the application or registration number, the filing date, the date of registration, and the expiration date of any such Corporation IP Registration. The Corporation has made available to Parent complete and accurate copies of all applications that are not publicly available related to each item included in the Corporation Seller IP Registrations. All of the Corporation IP Registrations To Seller’s Knowledge, there are valid, enforceable, and subsisting. There is no information, and there are no materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the Corporation Seller IP Registrations invalid or unenforceable, or would materially affect any pending application for any Corporation Seller IP Registrations, other than as set forth in correspondence from the United States Patent and Trademark Office, the United States Copyright Office, or similar Governmental Body in connection with the prosecution of Seller IP Registrations. There As of the Agreement Date, there are no actions that must be taken by the Corporation Seller or Parent Buyer within 180 60 days after the Agreement Date for the purpose of obtaining, maintaining, perfecting, preserving, or renewing any Corporation Seller IP Registration. All necessary registration, maintenance, and renewal fees due in connection with the Corporation Seller IP Registrations have been made prior to the due date and all necessary documents, recordations, and certificates in connection with the Corporation Seller IP Registrations have been filed with the relevant patent, copyright, trademarkGovernmental Body, or other authorities prior to the due date for the purposes of prosecuting, perfecting, and maintaining the Corporation Seller IP Registrations. The Corporation Seller has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Corporation Seller IP Registrations that would constitute Fraud or a misrepresentation with respect to such application. To Seller’s Knowledge, or that would otherwise affect the validity or enforceability of any Corporation IP Registration. The Corporation Seller has not engaged in any action or any omission, conducted its businessthe Business, or used or enforced or failed to use or enforce Intellectual Property Rights included in the Corporation Seller-Owned IP, in a manner that would result in the abandonment, cancellation, or unenforceability of any Corporation Intellectual Property Right included in the Seller-Owned IP or Corporation Seller IP Registration. To Seller’s Knowledge, and the Corporation Seller has not taken (and not or failed to take) any action that would is likely to result in the forfeiture or relinquishment of any Corporation Intellectual Property Right or Corporation included in the Seller-Owned IP, including any Seller IP Registration. The Corporation willAs of the Agreement Date, upon request of Parent, make available a list of all trademarks, trade names, service marks, logos, domain names, design rights, and other identifiers currently used or proposed to be used by the Corporation but for which no registration has been sought, as well as any other material, unregistered Corporation IP. There have been there are no interferences, re-examinations, or oppositions brought or or, to the Knowledge of Seller, threatened to be brought involving any of the Corporation IP, nor Seller IP Registrations. (b) Schedule 2.10.2(b) to the Knowledge Disclosure Memorandum sets forth all material unregistered trademarks, service marks, and other identifiers in the Seller-Owned IP currently used by Seller in the conduct of the Corporation, is there any basis for any such interference, re-examination, or oppositionBusiness.

Intellectual Property Registrations. (a) All registrations, filings, registrations and applications made by, on behalf of, or in the name of the Corporation Company (or under obligation of assignment to the CorporationCompany) in any jurisdiction for any patents, copyrights, mask works, trademarks, service marks, domain names, and any other Corporation Company-Owned Intellectual Property Right (collectively, “Corporation IP Company Intellectual Property Registrations”) are set forth on in Schedule 2.10.2(a) to the Triller LLC 2024 S-1 and/or the Parent August 2024 Draft 14A. The Corporation will, upon request of Parent, provide Parent with the jurisdictions in which such Corporation IP Registration has been issued, or applications have been filed, the name of the owner, the application or registration number, the filing date, the date of registration, and the expiration date of such Corporation IP Registration. The Corporation has made available to Parent complete and accurate copies of all applications that are not publicly available related to each item included in the Corporation IP RegistrationsDisclosure Letter. All of the Corporation IP Company Intellectual Property Registrations are validvalid (or in the case of applications, validly applied for), subsisting and, except for pending applications, enforceable, and subsisting. There is are no information, and there are no materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the Corporation IP issued Company Intellectual Property Registrations invalid or unenforceable, or would materially affect any pending application for any Corporation IP RegistrationsCompany Intellectual Property Registration. There are no actions that must be taken by the Corporation Company or Parent within 180 120 days after the Agreement Date for the purpose of obtaining, maintaining, perfecting, preserving, or renewing any Corporation IP Company Intellectual Property Registration. All necessary registration, maintenance, and renewal fees due in connection with the Corporation IP Company Intellectual Property Registrations have been made and all necessary documents, recordations, and certificates in connection with the Corporation IP Company Intellectual Property Registrations that have been required to be filed have been so filed with the relevant patent, copyright, trademark, or other authorities for the purposes of prosecuting, perfecting, and maintaining the Corporation IP Company Intellectual Property Registrations. The Corporation Company has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Corporation IP Company Intellectual Property Registrations that would constitute Fraud or a misrepresentation with respect to such application, or that would otherwise affect the validity or enforceability of any Corporation IP issued Company Intellectual Property Registration. The Corporation Company has not engaged in any action or any omission, conducted its business, or used or enforced or failed to use or enforce the Corporation IPCompany-Owned Intellectual Property, in a manner that would result in the abandonment, cancellation, or unenforceability of any Corporation Company-Owned Intellectual Property Right or Corporation IP RegistrationCompany Intellectual Property Registration (other than the abandonment or cancellation of pending applications for Company Intellectual Property Registrations in the ordinary course of prosecution and in the exercise of the Company’s reasonable business judgement), and the Corporation Company has not taken (and not failed to take) any action that would result in the forfeiture or relinquishment of any Corporation Company-Owned Intellectual Property Right or Corporation IP Company Intellectual Property Registration. The Corporation will, upon request of Parent, make available a list of . (b) Schedule 2.10.2(b)(i) to the Disclosure Letter sets forth all material trademarks, trade names, service marks, logos, domain names, design rights, and other identifiers currently used or proposed to be used by the Corporation Company on or in any Company Products but for which no registration has been sought, as well as a general description of any other material, unregistered Corporation IPCompany-Owned Intellectual Property. There Except as set forth on Schedule 2.10.2(b)(ii) to the Disclosure Letter, there have been no interferences, re-examinations, or oppositions brought or or, to the Knowledge of the Company, threatened to be brought involving any of the Corporation IPCompany-Owned Intellectual Property, nor nor, to the Knowledge of the CorporationCompany, is there any basis for any such interference, re-examination, or opposition.