Common use of Intellectual Property Rights Information Technology Clause in Contracts

Intellectual Property Rights Information Technology. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company Entities, taken as a whole: (a) Schedule 3.12(a) of the Disclosure Schedules contains a list of all of the following Intellectual Property Rights owned exclusively by any Company Entity, including the identification of which Company Entity is the owner, as of the date hereof: (i) issued patents and pending patent applications; (ii) registered trademarks and applications therefor; (iii) registered copyrights; (iv) Internet domain names and social media and other similar online accounts; and (v) any other Intellectual Property Rights material to the business or operations of any Company Entity. To the Knowledge of the Company, the Intellectual Property Rights set forth on Schedule 3.12(a) of the Disclosure Schedules are subsisting, valid, and enforceable. (b) Except as set forth on Schedule 3.12(a) of the Disclosure Schedules, one (1) or more of the Company Entities exclusively owns the Intellectual Property Rights set forth or required to be set forth on Schedule 3.12(a) of the Disclosure Schedules, free and clear of all Liens (except for Permitted Liens). (c) Except as set forth on Schedule 3.12(c) of the Disclosure Schedules, as of the date hereof, to the Knowledge of the Company, (i) the conduct of the Company Entities’ businesses does not infringe or misappropriate any Intellectual Property Rights of any other Person and no Person has alleged as much; no other Person has asserted or claimed any ownership rights to the Intellectual Property Rights, and (ii) none of the Intellectual Property Rights owned by any of the Company Entities are being infringed or misappropriated by any third party. (d) Except as set forth on Schedule 3.12(d) of the Disclosure Schedules, (i) the Company Entities take reasonable efforts to protect the integrity and security of their computer networks and systems (and all Personal Information processed thereby) and (ii) to the Knowledge of the Company, (A) such computer networks and systems do not contain any material malware, viruses, “trojan horses”, worms, bugs, defects or other corruptants and (B) since the Lookback Date, there have been no breaches, outages or violations of, or unauthorized access to, same (or any Personal Information contained therein) except for those that were resolved without material cost or liability or the duty to notify any Person.