Common use of IP Contracts Clause in Contracts

IP Contracts. Section 3.15(d) of the Disclosure Schedule identifies under separate headings each Contract (A) under which any member of the Company Group uses or licenses from a third party any Company Technology or Company Intellectual Property Rights that is material to the operation of the Business of any member of the Company Group as presently conducted and that any Person besides the members of Company Group owns, including any Software (other than Proprietary Software, Software used under Shrink Wrap Licenses or Public Software) that is licensed to or used by a member of the Company Group or any of its Affiliates and that is material to Company Group’s Business (“Third Party Software”) (other than Shrink Wrap Licenses and Public Software) (collectively “Inbound IP Contracts”) or (B) under which any member of the Company Group has granted any Person any right or interest in Company Intellectual Property Rights including any right to use or access any item of the Company Technology (other than non-disclosure agreements between a Company Group member and a Person for the purpose of exchanging confidential information and agreements between a Company Group member and any of its employees, consultants or subcontractors) (the “Outbound IP Contracts,” and together with the Inbound IP Contracts, the “IP Contracts”). None of the Inbound IP Contracts or Shrink Wrap Licenses are subject to any transfer, assignment or change of control limitations. Except as provided in the Inbound IP Contracts, Public Software and Shrink Wrap Licenses, no member of the Company Group owes any royalties or other payments or otherwise has any liability to any Person for the use of any Company Intellectual Property Rights or Company Technology. Each member of the Company Group has, as applicable, paid all fees, royalties and other payments applicable to the past and current use or exploitation of Intellectual Property Rights provided for by the Inbound IP Contracts and Shrink Wrap Licenses, and no fees, royalties or other payments provided by the Inbound IP Contracts and Shrink Wrap Licenses are due or otherwise required to be paid by any member of the Company Group or any of its Affiliates within thirty (30) days following the Closing Date or otherwise become due as a result of, or attributable to, the Transactions contemplated herein.

IP Contracts. Section 3.15(d4.15(d) of the Disclosure Schedule identifies under separate headings each Contract (A) under which any member of the Company Group uses or licenses from a third party any Company Technology or Company Intellectual Property Rights that is are material to the operation of the Company’s Business of any member of the Company Group as presently conducted Currently Conducted or Proposed and that any Person besides the members of Company Group owns, including any Software (other than Proprietary Software, Software used under Shrink Wrap Licenses or Public Software) that is licensed to or used by a member of the Company Group or any of its Affiliates and that is material related to Company GroupCompany’s Business (“Third Party Software”) business (other than Shrink Wrap Licenses and Public Software) (collectively “Inbound IP Contracts”) or (B) under which any member of the Company Group has granted any Person any right or interest in Company Intellectual Property Rights that are owned by the Company including any right to use or access any item of the Company Technology (other than that is owned by the Company, excluding non-disclosure agreements between a the Company Group member and a Person third parties for the purpose of exchanging confidential information and agreements between a with employees or subcontractors of the Company Group member and any of its employees, consultants or subcontractors) (the “Outbound IP Contracts,” ”, and together with the Inbound IP Contracts, the “IP Contracts”). None of the Inbound IP Contracts or Shrink Wrap Licenses are subject to any transfer, assignment or assignment, change of control limitationscontrol, or site limitation. Except as provided in the Inbound IP Contracts, Public Software Contracts and Shrink Wrap Licenses, no member of the Company Group owes does not owe any royalties or other payments or otherwise has have any liability to any Person for the use of any Company Intellectual Property Rights or Company Technology. Each member of the The Company Group has, as applicable, has paid all fees, royalties and other payments applicable to the past and current use or exploitation of Intellectual Property Rights provided for by the Inbound IP Contracts and Shrink Wrap Licenses, and no fees, royalties or other payments provided by the Inbound IP Contracts and Shrink Wrap Licenses are due or otherwise required to be paid by any member of the Company Group or any of its Affiliates within thirty (30) days following the Closing Date or will otherwise become immediately due (whether or not such payments are contingent upon notice by the Company or the licensor to the other regarding the Transactions) solely as a result of, or attributable to, the Transactions contemplated herein.

IP Contracts. Section 3.15(d) of the Disclosure Schedule 3.15.4 identifies under separate headings each Contract (A) under which any member of the Company Group uses or licenses from a third party any Company Technology or Company Intellectual Property Rights that is are material to the operation of the Business of any member business of the Company Group as presently conducted and as presently contemplated to be conducted and that any Person besides the members of Company Group owns, including any Software (other than Proprietary Software, Software used under Shrink Wrap Licenses or Public Software) that is licensed to or used by a member of the Company Group or any of its Affiliates and that is material related to Company GroupCompany’s Business business (“Third Party Software”) (other than Shrink Wrap Licenses and Public SoftwareLicenses) (collectively “Inbound IP Contracts”) or (B) under which any member of the Company Group has granted any Person any right or interest in Company Intellectual Property Rights including any right to use or access any item of the Company Technology (other than non-disclosure agreements between a Company Group member and a Person for the purpose of exchanging confidential information and agreements between a Company Group member and any of its employees, consultants or subcontractors) (the “Outbound IP Contracts,” ”, and together with the Inbound IP Contracts, the “IP Contracts”). None of the Inbound IP Contracts or Shrink Wrap Licenses are subject to any transfer, assignment or assignment, change of control control, site, equipment, or other operational limitations. Except as provided in the Inbound IP Contracts, Public Software Contracts and Shrink Wrap Licenses, no member of the Company Group owes does not owe any royalties or other payments or otherwise has have any liability to any Person for the use of any Company Intellectual Property Rights or Company Technology. Each member of the The Company Group has, as applicable, has paid all fees, royalties and other payments applicable to the past and current use or exploitation of Intellectual Property Rights intellectual property provided for by the Inbound IP Contracts and Shrink Wrap Licenses, and no fees, royalties or other payments provided by the Inbound IP Contracts and Shrink Wrap Licenses are due or otherwise required to be paid by any member of the Company Group or any of its Affiliates within thirty (30) days following the Closing Date or otherwise become due as a result of, or attributable to, the Transactions contemplated hereinherein (including without limitation the Merger).

IP Contracts. Section 3.15(d4.15(d) of the Disclosure Schedule identifies under separate headings each Contract (A) under which any member of the Company Group uses or licenses from a third party any parties Company Technology or Company Intellectual Property Rights that is are material to the operation of the Business of any member business of the Company Group as presently conducted and that any Person besides the members of Company Group owns, including any Software (other than Proprietary Software, Software used under Shrink Wrap Licenses or Public Software) that is licensed to or used by a member of the Company Group or any of its Affiliates and that is material related to Company GroupCompany’s Business business (“Third Party Software”) (other than Shrink Wrap Licenses and Public Software) (collectively “Inbound IP Contracts”) or (B) under which any member of the Company Group has granted any Person any right or interest in Company Intellectual Property Rights including any right to use or access any item of the Company Technology (other than non-disclosure agreements between a Company Group member and a Person for the purpose of exchanging confidential information and agreements between a Company Group member and any of its employees, consultants or subcontractors) (the “Outbound IP Contracts,” ”, and together with the Inbound IP Contracts, the “IP Contracts”). None of the Inbound IP Contracts or Shrink Wrap Licenses are subject to any transfer, assignment or change of control limitations. Except as provided in the Inbound IP Contracts, Public Software Contracts and Shrink Wrap Licenses, no member of the Company Group owes does not owe any royalties or other payments or otherwise has have any liability to any Person for the use of any Company Intellectual Property Rights or Company Technology. Each member of the The Company Group has, as applicable, has paid all fees, royalties and other payments applicable to the past and current use or exploitation of Intellectual Property Rights provided for by the Inbound IP Contracts and Shrink Wrap Licenses, and no fees, royalties or other payments provided by the Inbound IP Contracts and Shrink Wrap Licenses are due or otherwise required to be paid by any member of the Company Group or any of its Affiliates within thirty (30) days following the Closing Date or otherwise will become due as a result of, or attributable to, the Transactions contemplated herein.

IP Contracts. Section 3.15(d3.11(d) of the Sellers’ Disclosure Schedule Schedules identifies under separate headings each Contract Contractual Obligation, whether written or oral, (Ai) under which any member of the an Acquired Company Group uses or licenses from a third party any Company Technology or any Company Intellectual Property Rights that is material to the operation of the Business of any member of the Company Group as presently conducted and that any Person besides the members of an Acquired Company Group owns, including excluding licenses for any Software (other than Proprietary Software, Software used under Shrink Wrap Licenses or Public Software) that is off-the-shelf software licensed to or on standard terms used by a member of the Acquired Company Group or any of its Affiliates and that is material to Company Group’s Business (“Third Party Software”) (other than Shrink Wrap Licenses and Public Software) (collectively the “Inbound IP Contracts”) or ), (Bii) under which any member of the an Acquired Company Group has granted any Person any right or interest in Company any Intellectual Property Rights or Company Technology owned or controlled by an Acquired Company including any right to use or access any item of the Company Technology (other than non-disclosure agreements between a Company Group member and a Person for the purpose of exchanging confidential information and agreements between a Company Group member and any of its employees, consultants or subcontractors) (the “Outbound IP Contracts,” ”), or (iii) that otherwise affects the Acquired Companies’ use of or rights in any Company Technology or Intellectual Property Rights of the Acquired Companies (including settlement agreements and covenants not to s▇▇) (such Contractual Obligations, together with the Inbound IP Contracts and Outbound IP Contracts, the “IP Contracts”). None Except as is otherwise disclosed in Section 3.11(d) of the Inbound IP Contracts or Shrink Wrap Licenses are subject to any transferSellers’ Disclosure Schedules, assignment or change of control limitations. Except as provided in the Inbound IP Contracts, Public Software and Shrink Wrap Licenses, no member none of the Company Group Acquired Companies owes any royalties or other payments or otherwise has any liability to any Person for the use of any Company Intellectual Property Rights or Company Technology. Each member The Acquired Companies have delivered to Buyer accurate and complete copies of each of the Company Group hasIP Contracts as amended or otherwise modified and in effect. Except as provided in Section 3.11(d) of the Sellers’ Disclosure Schedules, each material Inbound IP Contract is in effect, and the Acquired Companies have not taken or failed to take any action and, to the Knowledge of the Target Companies, no other event has occurred that could subject any such agreement to termination or otherwise cause any such license agreement not to be in effect in the foreseeable future. Except as applicableprovided in Section 3.11(d) of the Sellers’ Disclosure Schedules, the Acquired Companies have paid all fees, royalties and other payments applicable due to the past and current use or exploitation of Intellectual Property Rights date under all IP Contracts. Except as provided for by the Inbound IP Contracts and Shrink Wrap Licenses, and no fees, royalties or other payments provided by the Inbound IP Contracts and Shrink Wrap Licenses are due or otherwise required to be paid by any member in Section 3.11(d) of the Company Group or any of its Affiliates within thirty (30) days following the Closing Date or otherwise become due as a result of, or attributable toSellers’ Disclosure Schedules, the Transactions contemplated hereinAcquired Companies are not presently in default and have received no notice of default under any IP Contract.