Licenses; Agreements. (i) The Company has not granted any options, licenses or agreements of any kind relating to any Company-Owned Intellectual Property outside of normal nonexclusive end use terms of service entered into by users of the Company Products in the ordinary course (copies of which have been provided to Acquirer), and the Company is not bound by or a party to any option, license or agreement of any kind with respect to any of the Company-Owned Intellectual Property.
Licenses; Agreements. (i) Neither the Company nor any Subsidiary has granted any options, licenses or agreements of any kind relating to any Company-Owned Intellectual Property outside of Standard Outbound IP Licenses and neither the Company nor any Subsidiary is otherwise bound by or a party to any option, license or agreement of any kind with respect to any of the Company-Owned Intellectual Property. All customer and end user licenses to the Company Products have been granted solely on a Software-as-a-Service basis, and no such licensee has been provided with direct access to any Company Source Code.
Licenses; Agreements. Section 2.8(k)(i) of the Company Disclosure Schedule sets forth a complete and accurate list of all Contracts under which the Company grants to a third party any rights under or with respect to any Company Owned Intellectual Property or Company Product (each an “Outbound License Agreement”), other than non-disclosure agreements, evaluation licenses and non-exclusive end-user licenses or service agreements granted by the Company to the Company’s customers in the ordinary course of business (collectively, “Ordinary Course Out-Licenses”). Except for Outbound License Agreements set forth in Section 2.8(k)(i) of the Company Disclosure Schedule and Ordinary Course Out-Licenses, the Company has not granted any options, licenses or agreements of any kind relating to any Company Owned Intellectual Property or Company Products, including any covenant or other provision that in any way limits or restricts the ability of the Company to use, assert, enforce, or otherwise exploit any Company Owned Intellectual Property or Company Products anywhere in the world. Section 2.8(k)(iii) of the Company Disclosure Schedule sets forth a complete and accurate list of all Contracts under which a third party grants to the Company any rights under or with respect to any Intellectual Property Rights included in or used in (i) the development of Company Products, or (ii) the operation of the Company’s business (each, an “Inbound License Agreement”), other than licenses for commercially available “off-the-shelf” software licensed to the Company in object code form (“Shrink-Wrap Licenses”), licenses of Open Source Materials, non-disclosure agreements, evaluation licenses and standard licenses granted to the Company that are contained in the Company’s Ordinary Course Out-Licenses in the ordinary course of business (collectively, “Ordinary Course In-Licenses”).
Licenses; Agreements. (i) Neither the Company nor any Company Subsidiary has granted any options, licenses or agreements of any kind relating to any Company-Owned Intellectual Property outside of nonexclusive licenses on the Company unmodified standard forms (copies of which have been provided to Acquirer), and neither the Company nor any Company Subsidiary is bound by or a party to any option, license or agreement of any kind with respect to any of the Company-Owned Intellectual Property.
Licenses; Agreements. No Group Company has granted any options, licenses or agreements of any kind relating to any Company Intellectual Property, and no Group Company is bound by or a party to any option, license or agreement of any kind with respect to any of the Company Intellectual Property. Except as set forth on Schedule 2.10(k), no Group Company is obligated to pay any royalties or other payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any Company Products or Company Intellectual Property or any other property or rights.
Licenses; Agreements. The Company has not granted any options, licenses or agreements of any kind relating to any Company Owned Intellectual Property outside of normal nonexclusive end use terms of service entered into by users of the Company Products in the ordinary course (copies of which have been made available to Acquirer’s counsel), nor is the Company bound by or a party to any option, license or agreement of any kind with respect to any of the Company Owned Intellectual Property. The Company is not obligated to pay any royalties or other payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any Company Products or Company Owned Intellectual Property or any other property or rights.
Licenses; Agreements. Except as disclosed on Schedule 3.12(g) of the Disclosure Schedule, the Company has not granted any licenses relating to any Company-Owned IP Rights outside of nonexclusive licenses on the Company’s standard terms of use entered into by end users of the Company Products (copies of which have been made available to Buyer). Except as disclosed on Schedule 3.12(g)-1 of the Disclosure Schedule, the Company is not obligated to pay any royalties to third parties with respect to the marketing, sale, distribution, license or use of any Company Products or Company-Owned IP Rights in excess of $250,000 per annum. Except as disclosed on Schedule 3.12(g)-2 of the Disclosure Schedule, the Company has obtained valid, written licenses (sufficient for the conduct of the Business) to any and all Third Party Intellectual Property Rights that are incorporated into, integrated or bundled with, any of the Company Products, including, without limitation, all necessary music synchronization, master and public performance licenses, except in each case as would not cause a material and adverse effect on the Company. Except as disclosed on Schedule 3.12(g)-3 of the Disclosure Schedule, as of the Agreement Date, the Company is not subject to any Proceeding or outstanding Order restricting in any manner the use, transfer, or licensing by the Company of any Company-Owned IP Right, or which may affect the validity, use or enforceability of any such Company-Owned IP Right.
Licenses; Agreements. No Acquired Company has granted any options, licenses or agreements of any kind relating to any Company-Owned Intellectual Property outside of nonexclusive licenses that do not materially deviate from the Company’s standard forms (copies of which have been Made Available to Parent) or otherwise in the ordinary course of business consistent with past practice.
Licenses; Agreements. Section 3.11(k) of the Disclosure Schedule sets forth a list of all Contracts pursuant to which any member of the Company Group has granted any options, licenses or other rights to or under any Company Owned Intellectual Property other than: (i) nonexclusive licenses or end user terms of service entered into by or otherwise governing customers or users of the Company Products, including advertising, publisher monetization, analytics, and market research, in the ordinary course of the business (on terms substantially similar to forms of which have been made available to Purchaser); (ii) non-disclosure agreements entered into in the ordinary course of business; (iii) licenses to or authorizations to use Company Owned Intellectual Property granted to Company Group employees, consultants, contractors, or service providers for the purpose of providing services to the Company Group; and (iv) incidental trademark licenses (the Contracts required to be listed under this Section 3.11(k), the “Outbound Licenses”). The Company Group is not a party to any Contract pursuant to which it is obligated to pay any royalties to third parties for the use of Third Party Intellectual Property in connection with the marketing, sale, distribution, license or use of any Company Products or Company Owned Intellectual Property.
Licenses; Agreements. Except as set forth in Section 2.9(k) of the Disclosure Schedule, the Company has not granted any options, licenses or agreements of any kind relating to any Company Owned Intellectual Property outside of the terms of service entered into by users of the Company Products in the ordinary course and non-exclusive licenses entered into by the Company in the ordinary course (copies of which have been made available to Acquirer), and the Company is not currently bound by or a party to any option, license or agreement of any kind with respect to any of the Company Owned Intellectual Property. Except as set forth in Section 2.9(k) of the Disclosure Schedule, the Company is not obligated to pay any royalties or other payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any Company Products (or any Intellectual Property displayed on, incorporated into, integrated or bundled by the Company with any of the Company Products) or Company Owned Intellectual Property or any other property or rights.
