Common use of Intellectual Property; Technology Clause in Contracts

Intellectual Property; Technology. Except as would not have a Material Adverse Effect or except as set forth in Schedule 2.15, (a) to the Knowledge of the Company, the conduct of the business of the Company and the 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 the Company that the conduct of the business of the Company and the Subsidiaries as currently conducted infringes upon the Intellectual Property rights of any third party; (b) with respect to each item of Intellectual Property owned by the Company or a Subsidiary of the Company and used in connection with its business as currently conducted ("Company Owned Intellectual Property"), the Company or such Subsidiary of the Company owns such Company Owned Intellectual Property free and clear of all Encumbrances, other than Permitted Encumbrances; (c) with respect to each item of Intellectual Property licensed to the Company or a Subsidiary of the Company ("Company Licensed Intellectual Property"), the Company or such Subsidiary has the right to use such Company Licensed Intellectual Property in the continued operation of its respective business pursuant to the terms of the license agreement governing the use of such Company Licensed Intellectual Property; (d) the Company Owned Intellectual Property has not been adjudged invalid or unenforceable in whole or in part; (e) to the Knowledge of the Company, no person is engaging in any activity that infringes upon the Company Owned Intellectual Property; (f) each license governing the use of the Company Licensed Intellectual Property is valid and enforceable, is binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability affecting or relating to the rights of creditors or by general principles of equity) on the Company or its Subsidiary and, to the Knowledge of the Company, all other parties to such license, and is in full force and effect; (g) neither the Company nor any subsidiary is, and, to the knowledge of the Company, no other party to any license of the Company Licensed Intellectual Property is in breach thereof or default thereunder; and (h) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall adversely affect any of the Company's rights with respect to the Company Owned Intellectual Property or the Company Licensed Intellectual Property.

Intellectual Property; Technology. Except as would not have a Material Adverse Effect or except as set forth in Schedule 2.154.15, (a) the Seller has not received notice of any claim against the Company or any Subsidiary asserting that the conduct of the Business as currently conducted infringes upon the intellectual property or proprietary rights of any Third Party, and to the Knowledge knowledge of the CompanySeller, the conduct of the business of the Company and the Subsidiaries Business as currently conducted does not infringe upon or misappropriate the Intellectual Property intellectual property or proprietary rights of any third party, and no claim has been asserted to the Company that the conduct of the business of the Company and the Subsidiaries as currently conducted infringes upon the Intellectual Property rights of any third partyThird Party; (b) with respect to each item of Intellectual Property the patents, patent applications, trademark and service mark applications and registrations, copyright registrations anx xxplications, material unregistered copyrights, domain names and trade names owned by the Company or a Subsidiary of and the Company Subsidiaries and used in connection with its business the Business as currently conducted ("Company Owned Intellectual Property"), the Company and the Subsidiaries, or such Subsidiary any of the Company them owns such Company Owned Intellectual Property free and clear of all Encumbrances, other than Permitted Encumbrances; (c) with respect to each item of Intellectual Property patent, trademark, service mark, registered copyright, material unregistered copyright and domain xxxe licensed to the Company and the Subsidiaries, or a Subsidiary any of the Company them ("Company Licensed Intellectual Property"), the Company and the Subsidiaries, or such Subsidiary any of them, has the right to use such Company Licensed Intellectual Property in the continued operation of its respective business pursuant to the terms of the license agreement governing the use of such Company Licensed Intellectual Property; (d) the Company Owned Intellectual Property has not been adjudged invalid or unenforceable in whole or in part; (e) to the Knowledge knowledge of the CompanySeller, no person is engaging in any activity that infringes upon the Company Owned Intellectual Property; (f) each license governing the use of the Company Licensed Intellectual Property is valid and enforceable, is binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability affecting or relating to the rights of creditors or by general principles of equity) on the Company or its any Subsidiary and, to the Knowledge knowledge of the CompanySeller, all other parties to such license, and is in full force and effect; (g) neither the Company nor any subsidiary Subsidiary is, and, to the knowledge of the CompanySeller, no other party to any license of the Company Licensed Intellectual Property is in breach thereof or default thereunder; and (h) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall adversely affect the Company or any of the CompanySubsidiary's rights with respect to the Company Owned Intellectual Property or the Company Licensed Intellectual Property.

Intellectual Property; Technology. Except as would not have a Material Adverse Effect or except as set forth in Schedule 2.154.15, (a) the Seller has not received notice of any claim against the Company or any Subsidiary asserting that the conduct of the Business as currently conducted infringes upon the intellectual property or proprietary rights of any Third Party, and to the Knowledge knowledge of the CompanySeller, the conduct of the business of the Company and the Subsidiaries Business as currently conducted does not infringe upon or misappropriate the Intellectual Property intellectual property or proprietary rights of any third party, and no claim has been asserted to the Company that the conduct of the business of the Company and the Subsidiaries as currently conducted infringes upon the Intellectual Property rights of any third partyThird Party; (b) with respect to each item of Intellectual Property the patents, patent applications, trademark and service mxxx applications and registrations, copyright registrations and applications, material unregistered copyrights, domain names and trade names owned by the Company or a Subsidiary of and the Company Subsidiaries and used in connection with its business the Business as currently conducted ("Company “Owned Intellectual Property"”), the Company and the Subsidiaries, or such Subsidiary any of the Company them owns such Company Owned Intellectual Property free and clear of all Encumbrances, other than Permitted Encumbrances; (c) with respect to each item of Intellectual Property patent, trademark, service mxxx, registered copyright, material unregistered copyright and domain name licensed to the Company and the Subsidiaries, or a Subsidiary any of the Company them ("Company “Licensed Intellectual Property"”), the Company and the Subsidiaries, or such Subsidiary any of them, has the right to use such Company Licensed Intellectual Property in the continued operation of its respective business pursuant to the terms of the license agreement governing the use of such Company Licensed Intellectual Property; (d) the Company Owned Intellectual Property has not been adjudged invalid or unenforceable in whole or in part; (e) to the Knowledge knowledge of the CompanySeller, no person is engaging in any activity that infringes upon the Company Owned Intellectual Property; (f) each license governing the use of the Company Licensed Intellectual Property is valid and enforceable, is binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability affecting or relating to the rights of creditors or by general principles of equity) on the Company or its any Subsidiary and, to the Knowledge knowledge of the CompanySeller, all other parties to such license, and is in full force and effect; (g) neither the Company nor any subsidiary Subsidiary is, and, to the knowledge of the CompanySeller, no other party to any license of the Company Licensed Intellectual Property is in breach thereof or default thereunder; and (h) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall adversely affect the Company or any of the Company's Subsidiary’s rights with respect to the Company Owned Intellectual Property or the Company Licensed Intellectual Property.

Intellectual Property; Technology. Except as would not have a Material Adverse Effect or except as set forth in Schedule 2.15, (a) to the Knowledge of the Company, the conduct of the business of the Company and the 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 the Company that the conduct of the business of the Company and the Subsidiaries as currently conducted infringes upon the Intellectual Property rights of any third party; (b) with respect to each item of Intellectual Property owned by the Company or a Subsidiary of the Company and used in connection with its business as currently conducted ("“Company Owned Intellectual Property"”), the Company or such Subsidiary of the Company owns such Company Owned Intellectual Property free and clear of all Encumbrances, other than Permitted Encumbrances; (c) with respect to each item of Intellectual Property licensed to the Company or a Subsidiary of the Company ("“Company Licensed Intellectual Property"”), the Company or such Subsidiary has the right to use such Company Licensed Intellectual Property in the continued operation of its respective business pursuant to the terms of the license agreement governing the use of such Company Licensed Intellectual Property; (d) the Company Owned Intellectual Property has not been adjudged invalid or unenforceable in whole or in part; (e) to the Knowledge of the Company, no person is engaging in any activity that infringes upon the Company Owned Intellectual Property; (f) each license governing the use of the Company Licensed Intellectual Property is valid and enforceable, is binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability affecting or relating to the rights of creditors or by general principles of equity) on the Company or its Subsidiary and, to the Knowledge of the Company, all other parties to such license, and is in full force and effect; (g) neither the Company nor any subsidiary is, and, to the knowledge of the Company, no other party to any license of the Company Licensed Intellectual Property is in breach thereof or default thereunder; and (h) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall adversely affect any of the Company's ’s rights with respect to the Company Owned Intellectual Property or the Company Licensed Intellectual Property.

Intellectual Property; Technology. Except as would not have a Material Adverse Effect or except as set forth in Schedule 2.15Section 4.18 of the Company Disclosure Letter, (a) to the Knowledge of the Company, the conduct of the business of the Company and the Subsidiaries 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 the Company that the conduct of the business of the Company and the Subsidiaries its subsidiaries as currently conducted infringes upon the Intellectual Property rights of any third party; (b) with respect to each item of Intellectual Property owned by the Company or a Subsidiary subsidiary of the Company company and used in connection with its business as currently conducted ("Company Owned Intellectual Property"), the Company or such Subsidiary subsidiary of the Company owns is the owner of the entire right, title and interest in and to such Company Owned Intellectual Property free and clear of all Encumbrances, other than Permitted EncumbrancesProperty; (c) with respect to each item of Intellectual Property licensed to the Company or a Subsidiary subsidiary of the Company ("Company Licensed Intellectual Property"), the Company or such Subsidiary subsidiary has the right to use such Company Licensed Intellectual Property in the continued operation of its respective business pursuant to the terms of the license agreement governing the use of such Company Licensed Intellectual Property; (d) the Company Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (e) to the Knowledge knowledge of the Company, no person is engaging in any activity that infringes upon the Company Owned Intellectual Property; (f) each license governing the use of the Company Licensed Intellectual Property is valid and enforceable, is binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability affecting or relating to the rights of creditors or by general principles of equity) on the Company or its Subsidiary subsidiary and, to the Knowledge knowledge of the Company, all other parties to such license, and is in full force and effect; (g) neither the Company nor any subsidiary is, and, to the knowledge of the Company, no other party to any license of the Company Licensed Intellectual Property is in breach thereof or default thereunder; and (h) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall adversely affect any of the Company's rights with respect to the Company Owned Intellectual Property or the Company Licensed Intellectual Property. "Intellectual Property" means the United States and foreign trademarks, service marks, trade names, trade dress, domain names, logos, business and product names, and slogans including registrations and applications to register or renew the registration of any of the foregoing; copyrights and registrations or renewals thereof; United States and foreign letters patent and patent applications, including all reissues, continuations, divisions, continuations-in-part or renewals or extensions thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential business and technical information; software and computer programs of any kind whatsoever (including without limitation all modelling software in both source code and object code versions) and all documentation relating thereto; Internet websites; mask works and other semiconductor chip rights and registrations or renewals thereof; and all other intellectual property and proprietary rights, tangible embodiments of any of the foregoing (in any form or medium including electronic media), and licenses of any of the foregoing.