Common use of No Infringement of Third Party IP Rights Clause in Contracts

No Infringement of Third Party IP Rights. Company has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in respect to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation of the business of Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Schedule: (i) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to Company’s Knowledge, has been threatened against Company; (ii) Company has not received any written notice or to Company’s Knowledge, oral notice relating to any actual, alleged or suspected infringement, misappropriation or violation by Company, any Company Employee or agents of Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company obtain a license to any Intellectual Property Right of another Person since inception; and (iii) Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in Company’s standard forms of Company IP Contracts made available to Purchaser as required under Section 2.10(f)) or otherwise disclosed under Part 2.10(d) of the Disclosure Schedule.

No Infringement of Third Party IP Rights. Company To the Knowledge of Parent: (i) neither Parent nor any of its Subsidiaries is infringing, misappropriating or otherwise violating, or has never infringed infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, (directlyii) none of the Intellectual Property or the Intellectual Property Rights owned or licensed by Parent or any of its Subsidiaries is infringing, contributorilymisappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, and (iii) the conduct of the business of Parent and each of its Subsidiaries, as conducted by inducement Parent and each of its Subsidiaries prior the Closing Date, does not infringe, misappropriate or otherwiseotherwise violate any Intellectual Property Right of any other Person, violate any right of any Person (including any right to privacy or publicity), or constitute unfair competition or trade practices under any Law. Without limiting the generality of the foregoing: (I) to the Knowledge of Parent, no Parent Product has ever infringed, misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in respect to the Company IP provided, that with respect to any material respect; (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation of the business of Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Schedule: (iII) no Action for infringement, misappropriation or similar claim or Legal Proceeding legal proceeding is pending or, to Company’s Knowledge, or has been threatened against Company; Parent or any of its Subsidiaries or, to the Knowledge of Parent, against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by Parent or any of its Subsidiaries with respect to such claim or legal proceeding and (iiIII) Company has not neither Parent nor any of its Subsidiaries have received any written notice or to Company’s Knowledge, oral notice other communication (A) relating to any actual, alleged or suspected infringement, misappropriation or violation by Company, any Company Employee or agents of Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company obtain a license to any Intellectual Property Right of another Person since inception; and any other Person, (iiiB) Company is not bound by inviting Parent or any Contract of its Subsidiaries to indemnify, defend, hold harmless or reimburse license any Intellectual Property Right of any other Person with respect to, or otherwise assumed (C) claiming that any Parent Product or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in Company’s standard forms of Company IP Contracts made available to Purchaser as required under Section 2.10(f)) or otherwise disclosed under Part 2.10(d) the operation of the Disclosure Schedulebusiness of Parent or any of its Subsidiaries constitutes unfair competition or trade practices under any Laws.

No Infringement of Third Party IP Rights. Neither the Company nor its Subsidiaries is infringing, misappropriating or otherwise violating, nor has never infringed either infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, and the conduct of the Business of the Company and its Subsidiaries, when conducted by the Company and its Subsidiaries in substantially the same manner after the date hereof and by Purchaser after the Closing Date, will not infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person, violate any right of any Person (directlyincluding any right to privacy or publicity), contributorily, by inducement or otherwise)constitute unfair competition or trade practices under any Law. Without limiting the generality of the foregoing: (i) no Owned IP has ever infringed, misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in respect to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, material respect; (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation of the business of Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Schedule: (i) no Action for infringement, misappropriation or similar claim or Legal Proceeding legal proceeding is pending or, to Company’s Knowledge, or has been threatened against the Company; , its Subsidiaries or any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or its Subsidiaries with respect to such claim or legal proceeding and (iiiii) neither the Company has not nor its Subsidiaries have received any written notice or to Company’s Knowledge, oral notice other communication (A) relating to any actual, alleged or suspected infringement, misappropriation or violation by Company, any the Company Employee or agents its Subsidiaries of Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company obtain a license to any Intellectual Property Right of another Person since inception; and any other Person, (iiiB) inviting the Company is not bound by or its Subsidiaries to license any Contract to indemnify, defend, hold harmless or reimburse Intellectual Property Right of any other Person with respect to, or otherwise assumed (C) claiming that any Company Product or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in Company’s standard forms of Company IP Contracts made available to Purchaser as required under Section 2.10(f)) or otherwise disclosed under Part 2.10(d) the operation of the Disclosure ScheduleBusiness constitutes unfair competition or trade practices under any Law.

No Infringement of Third Party IP Rights. None of the Company or any of its Subsidiaries has never ever infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in respect to Person. No product of the Company IP provided, that with respect to (i) or any Intellectual Property Right identified in Subsidiary of the Company In-Licensesinfringes, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation of the business of Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product and Company Software by Company does not infringe, violate violates or make makes unlawful use of (i) any Intellectual Property Right of, or contain contains any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Scheduleforegoing: (i) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to the Knowledge of the Company’s Knowledge, has been threatened against Companythe Company or any of its Subsidiaries or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any of its Subsidiaries with respect to such claim or Legal Proceeding; (ii) none of the Company or any of its Subsidiaries has not ever received any written notice or to Company’s Knowledge, oral notice other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by Companythe Company or any of its Subsidiaries, any Company Employee or agents of the Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that the Company or any of its Subsidiaries obtain a license to any Intellectual Property Right of another Person since inceptionor otherwise identifying any specific patent owned or controlled by the communicator as being of possible interest or value to the Company; and (iii) none of the Company or any of its Subsidiaries is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property Intellectual Property infringement, misappropriation or similar claim relating to the Company IP (other than indemnification provisions in the Company’s standard forms of Company IP Contracts made available to Purchaser as required under Section 2.10(fContracts)) or otherwise disclosed under Part 2.10(d) of the Disclosure Schedule.

No Infringement of Third Party IP Rights. Company None of the Acquired Companies has never ever infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any (i) Intellectual Property Right of any other Person in respect to the Company IP provided, that with respect to (iexcluding Patents) any Intellectual Property Right identified in the Company In-Licenses, or (ii) patents and (iii) trademarks only, to the foregoing representation is made to Company’s Knowledge. The operation Knowledge of the business of Company as currently conductedCompany, including the use, development, marketing, distribution, provision, maintenance, and support Patents of any other Person. No Proprietary Acquired Company Software (and, to the Knowledge of the Company, no other Acquired Company Software) and no Acquired Company Product and Company Software by Company does not infringeinfringes, violate violates, or make makes unlawful use of (i) any Intellectual Property Right of, or contain contains any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Scheduleforegoing: (i) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to the Knowledge of the Company’s Knowledge, has been threatened against any Acquired Company or, to the Knowledge of the Company, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by any Acquired Company with respect to any such claim or Legal Proceeding, and none of the Acquired Companies has ever received any written communication or, to the Knowledge of the Company, any other form of communication, requesting, claiming, or demanding any of the foregoing with respect to any such claim or Legal Proceeding; (ii) Company none of the Acquired Companies has not ever received any written notice or communication or, to the Knowledge of the Company’s Knowledge, oral notice any other form of communication, relating to any actual, alleged or suspected infringement, misappropriation or violation by any Acquired Company, any Acquired Company Employee Service Provider or agents other Representative of any Acquired Company of any Intellectual Property Rights of another PersonPerson (including, including other than any such notice or other communication that a reasonable Person would consider under the circumstances to be a general marketing or promotional solicitation, any letter or other communication suggesting or offering that any Acquired Company obtain a license to any Intellectual Property Right Rights of another Person since inceptionPerson); and (iii) Company none of the Acquired Companies is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, Intellectual Property Rights infringement or misappropriation or similar claim (other than indemnification provisions in Company’s the Acquired Companies’ standard forms of Acquired Company IP Contracts made available pursuant to Purchaser as required under Section 2.10(f)) or otherwise disclosed under Part 2.10(d) of the Disclosure ScheduleIntellectual Property Rights of another Person.

No Infringement of Third Party IP Rights. No Acquired Company has never infringed ever infringed, misappropriated or otherwise violated or made unlawful use (directly, contributorily, by inducement or otherwise)) of any Intellectual Property or Intellectual Property Right of any other Person. Without limiting the generality of the foregoing: (i) except as set forth on Part 3.11(k)(i) of the Disclosure Schedule, misappropriated no Company Product or otherwise Acquired Company Software has ever infringed, violated or made unlawful use of any Intellectual Property Right of any other Person in respect to the Company IP providedof, that with respect to (i) or contained any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation of the business of Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, ; (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Schedule: (i) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to the Knowledge of the Company’s Knowledge, has been threatened against any Acquired Company or against any other Person who is entitled to be indemnified, defended, held harmless or reimbursed by any Acquired Company with respect to such claim or Legal Proceeding, and, to the Knowledge of the Company;, there are no circumstances likely to give rise to any of the foregoing; and (iiiii) no Acquired Company has not ever received any written notice or communication or, to the Knowledge of the Company’s Knowledge, oral other notice or communication: (A) relating to any actual, alleged or suspected infringement, misappropriation misappropriation, violation or violation unlawful use by Company, the Company or any Company Employee or agents of Person that would be entitled to indemnification from the Company of any Intellectual Property Rights or Intellectual Property Right of another Person, including any letter or other written communication suggesting suggesting, offering or offering demanding that any Acquired Company obtain a license to any Intellectual Property or Intellectual Property Right of another Person since inceptionand implying, suggesting or alleging that any Acquired Company has been or is infringing, misappropriating, violating or making unlawful use of any such Intellectual Property or Intellectual Property Right; and (iiiB) challenging the right of any Acquired Company to use any Intellectual Property or Intellectual Property Right that is not bound owned by any Contract to indemnifyother Person; or (C) challenging the ownership rights of any Acquired Company in any Intellectual Property or Intellectual Property Rights or asserting any opposition, defendinvalidity, hold harmless termination, abandonment or reimburse unenforceability of any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in Company’s standard forms of Acquired Company IP Contracts made available to Purchaser as required under Section 2.10(f)) or otherwise disclosed under Part 2.10(d) of the Disclosure ScheduleIP.

No Infringement of Third Party IP Rights. Except as set forth in Part 2.10(j) of the Disclosure Schedule, the Company has never not received any written notice from any third party asserting or alleging that the Company has infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in respect Person. Except as set forth on Part 2.10(j) of the Disclosure Schedule, to the Knowledge of the Company, no product of the Company IP provided, that with respect to (i) infringes any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made but excluding infringements related to Company’s Knowledge. The operation any patent rights that have not been publicly disclosed as of the business date of Company as currently conductedthis Agreement) of, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) contains any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and foregoing, except as described set forth in Part 2.10(k2.10(j) of the Disclosure Schedule: (i) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to the Knowledge of the Company’s Knowledge, has been threatened in writing, against Companythe Company or against any other Person who is or may be entitled, to be indemnified, defended, held harmless or reimbursed by the Company with respect to such claim or Legal Proceeding; (ii) the Company has not received any written notice or to Company’s Knowledge, oral notice relating to any actual, alleged or suspected infringement, misappropriation or violation by specifically alleging that the Company, or any Company Employee or agents of Company of the Company, have misappropriated or are infringing any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company obtain a license to any Intellectual Property Right of another Person since inception; and (iii) the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property Intellectual Property infringement, misappropriation or similar claim (other than indemnification provisions in the Company’s standard forms of Company IP Contracts made available to Purchaser as required under Section 2.10(f)) or otherwise in any other Contract disclosed under in Part 2.10(d) 2.10 of the Disclosure Schedule).

No Infringement of Third Party IP Rights. No Acquired Company has never infringed ever infringed, misappropriated or otherwise violated (directly, contributorily, by inducement or otherwise) any Intellectual Property Right of any other Person. To the Knowledge of the Company, no Trademark or Domain Name included in the Acquired Company Owned IP conflicts or interferes with any Trademark or Domain Name owned, used or for which registration has been applied for, by any other Person. Without limiting the generality of the foregoing: (i) neither the operation of the business of the Acquired Companies (including the development, marketing, sale, distribution, and use of the Company Products and Acquired Company Software), nor the use of the Acquired Company Owned IP or, to the Knowledge of the Company, any other Acquired Company IP, has ever infringed, violated, misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in respect to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, Person; (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation of the business of Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Schedule: (i) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to the Knowledge of the Company’s Knowledge, has been threatened against any Acquired Company or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by any Acquired Company with respect to such claim or Legal Proceeding, and, to the Knowledge of the Company, there are no facts or circumstances likely to give rise to any of the foregoing; (iiiii) no Acquired Company has not ever received any written notice or (in writing or, to the Knowledge of the Company’s Knowledge, oral notice orally): (A) relating to any actual, alleged or suspected infringement, misappropriation misappropriation, violation or violation by Company, any Company Employee or agents of Company unlawful use of any Intellectual Property Rights Right of another Person, including any letter or other communication suggesting or offering that any Acquired Company obtain a license to any Intellectual Property or Intellectual Property Right of another Person since inceptionand implying or suggesting that any Acquired Company has been or is infringing, misappropriating, violating or making unlawful use of any such Intellectual Property or Intellectual Property Right; (B) challenging the right of any Acquired Company to use any Intellectual Property or Intellectual Property Right that is owned by any other Person; or (C) challenging the ownership rights of any Acquired Company in any Intellectual Property or Intellectual Property Rights or asserting any opposition, invalidity, termination, abandonment or unenforceability of any Acquired Company Owned IP; and (iiiiv) except as set forth in Part 3.11(j)(iv) of the Disclosure Schedule, no Acquired Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or has otherwise assumed or agreed to discharge or otherwise take responsibility for, for any existing or potential intellectual property Intellectual Property or Intellectual Property Right infringement, misappropriation misappropriation, violation, unlawful use or similar claim (other than indemnification provisions in Company’s the Acquired Companies’ standard forms of Acquired Company IP Contracts made available Made Available to Purchaser as required under Section 2.10(f)3.11(e) or otherwise disclosed under Part 2.10(d) of the Disclosure Schedulein any Non-Scheduled In-Licenses or Non-Scheduled Out-Licenses.

No Infringement of Third Party IP Rights. The Company has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in respect to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s KnowledgePerson. The operation of the business of Company as currently conductedthe Company, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, of any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k2.10(i) of the Disclosure Schedule: (i) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to the Company’s Knowledge, has been threatened against the Company; (ii) the Company has not never received any written notice or to Company’s Knowledge, oral notice other communication (in writing or otherwise) relating to any actual, actual or alleged or suspected infringement, misappropriation or violation by the Company, any Company Employee or agents of the Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that the Company obtain a license to any Intellectual Property Right of another Person since inception; and; (iii) the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in Company’s Out Licenses, Company In-Licenses and/or the Company’s standard forms of Company IP Contracts made available to Purchaser as required under Section 2.10(f)); and (iv) the Company owns or otherwise disclosed under Part 2.10(d) has sufficient rights to all Intellectual Property Rights and Technology, used in, necessary for, and that would be infringed by the Company by, the conduct of the Disclosure Schedulebusiness of the Company as currently conducted and as currently contemplated to be conducted by the Company.

No Infringement of Third Party IP Rights. Neither the Company nor any Subsidiary is infringing, misappropriating or otherwise violating, or has never infringed (directly, contributorily, by inducement or otherwise)ever infringed, misappropriated or otherwise violated violated, any Intellectual Property Right of any other Person, and the conduct of the business of the Company and the Subsidiaries when conducted in substantially the same manner after the date hereof by the Company and the Subsidiaries and after the Closing Date, by Parent, will not infringe, misappropriate or made unlawful use of otherwise violate any Intellectual Property Right of any other Person in respect to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) including patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation issuing on patent applications filed as of the business of Company as currently conducteddate hereof), including the use, development, marketing, distribution, provision, maintenance, and support violate any right of any Company Product and Company Software by Company does not infringe, violate Person (including any right to privacy or make unlawful use of (i) any Intellectual Property Right ofpublicity), or contain constitute unfair competition or trade practices under any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s KnowledgeLegal Requirement. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Schedule: foregoing: (i) no infringement, misappropriation or similar claim or Legal Proceeding legal proceeding is pending or, to Company’s Knowledge, or has been threatened against the Company or any Subsidiary or, to the Knowledge of the Company; , against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Subsidiary with respect to such claim or legal proceeding; (ii) neither the Company nor any Subsidiary has not received any written notice or to Company’s Knowledge, oral notice other communication (in writing or otherwise) (A) relating to any actual, alleged or suspected infringement, misappropriation or violation by Company, any Company Employee or agents of Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company obtain a license to any Intellectual Property Right of another Person since inception(B) inviting the Company or any Subsidiary to license the Intellectual Property Right of another Person or (C) claiming that the Company Product or the operation of the business constitutes unfair competition or trade practices under any Legal Requirements; and (iii) neither the Company nor any Subsidiary is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim violation of any Intellectual Property Right (other than indemnification provisions pursuant to the Standard Form of IP Contracts); and (iv) to the Knowledge of the Company, no claim or legal proceeding involving any Licensed IP identified in Company’s standard forms of Company IP Contracts made available to Purchaser as required under Section 2.10(f)) or otherwise disclosed under Part 2.10(d2.13(a)(iii)(A) of the Disclosure ScheduleSchedule is pending or has been threatened, except for any such claim or legal proceeding that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP identified in Section 2.13(a)(iii)(A) of the Disclosure Schedule by the Company or any Subsidiary or (B) the distribution, hosting, provision, delivery or sale of any Company Product.

No Infringement of Third Party IP Rights. No Acquired Company has never ever infringed (directly, contributorilyby contribution, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property or Intellectual Property Right of any other Person in respect to the Company IP Person; provided, however, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) patents Patents and (iii) trademarks only, Trademarks the foregoing representation in this Section 2.13(h) is made qualified as to Company’s Knowledge. The operation the Knowledge of the business of Company. No Acquired Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, Software and support of any no Acquired Company Product and Company Software by Company does not infringeinfringes, violate violates or make makes unlawful use of (i) any Intellectual Property Right of, or contain contains any Technology or Intellectual Property Right misappropriated from, any other Person; provided, providedhowever, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents Patents and (iii) trademarks only, Trademarks the foregoing representation in this Section 2.13(h) is made qualified as to the Knowledge of the Company’s Knowledge. Without limiting the generality of the foregoing and except foregoing: (i) Except as described set forth in Part 2.10(kSection 2.13(h)(i) of the Disclosure Schedule: (i) , no infringement, misappropriation or similar claim or Legal Proceeding Action is pending or, to the Knowledge of the Company’s Knowledge, has been threatened against Companyany Acquired Company or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by any Acquired Company with respect to any such claim or Action, and no Acquired Company has ever received any notice or other communication (in writing or otherwise) requesting, claiming, or demanding any of the foregoing with respect to any such claim or Action; (ii) Except as set forth in Section 2.13(h)(ii) of the Disclosure Schedule, no Acquired Company has not ever received any written notice or to Company’s Knowledge, oral notice other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation misappropriation, violation or violation unlawful use by any Acquired Company Product or Acquired Company Software, or by any Acquired Company, any Acquired Company Employee or agents of Company other representative of any Acquired Company, of any Intellectual Property or Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that any Acquired Company obtain a license to any Intellectual Property Right Rights of another Person since inceptionPerson; and (iii) no Acquired Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or has otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property Intellectual Property Rights infringement, misappropriation misappropriation, violation, unlawful use or similar claim (other than indemnification provisions in Company’s the Acquired Companies’ standard forms of Acquired Company IP Contracts made available Made Available to Purchaser as required under Buyer pursuant to Section 2.10(f2.13(c)) or otherwise disclosed under Part 2.10(d) of the Disclosure Schedule).

No Infringement of Third Party IP Rights. Company With respect to Patents only, none of the Acquired Entities has never ever infringed (directly, secondarily, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in Person. With respect to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks Patents only, the foregoing representation is made to Company’s Knowledge. The operation of the business of Company the Acquired Entities as currently conductedconducted and proposed to be conducted in each case by or on behalf of the Acquired Entities, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product Acquired Entity Software and Company Software by Company Acquired Entity Product, does not infringe, violate violate, or make unlawful use of (i) any Intellectual Property Right of, or contain contains any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Scheduleforegoing: (i) as of the date of this Agreement, no infringement, misappropriation or similar claim or Legal Proceeding is pending or threatened against any Acquired Entity or, to the Company’s Knowledge, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by any Acquired Entity with respect to any such claim or Legal Proceeding, and none of the Acquired Entities has been threatened against Companyever received any notice or other communication (in writing or otherwise) requesting, claiming, or demanding any of the foregoing with respect to any such claim or Legal Proceeding; (ii) Company as of the date of this Agreement, none of the Acquired Entities has not ever received any written notice or to Company’s Knowledge, oral notice other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by Companyany Acquired Entity, any Company Employee Acquired Entity Service Provider or agents other Representative of Company any Acquired Entity of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company any Acquired Entity obtain a license to any Intellectual Property Right Rights of another Person since inception; andPerson; (iii) Company none of the Acquired Entities is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property Intellectual Property Rights infringement, misappropriation or similar claim (other than indemnification provisions in Company’s the Acquired Entities’ standard forms of Company Acquired Entity IP Contracts made available pursuant to Purchaser as required under Section 2.10(f)); and (iv) the Acquired Entities own or otherwise disclosed under Part 2.10(d) have, and after the Closing, the Surviving Corporation and other Acquired Entities will continue to have, all Intellectual Property and Intellectual Property Rights needed to, and that would be infringed or otherwise violated by, conduct the businesses of the Disclosure ScheduleAcquired Entities as currently conducted and currently proposed by the Acquired Entities to be conducted.

No Infringement of Third Party IP Rights. The Company has never not received any written notice from any third party asserting or alleging that the Company or any of its Subsidiaries has infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in respect to Person. No product of the Company IP provided, that with respect to (i) or any Subsidiary of the Company infringes any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made but excluding infringements related to Company’s Knowledge. The operation any patent rights that have not been publicly disclosed as of the business date of Company as currently conductedthis Agreement) of, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) contains any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Scheduleforegoing: (i) no infringement, misappropriation or similar claim or Legal Proceeding is pending oror threatened in writing, against the Company or any of its Subsidiaries or against any other Person who is or may be entitled, to Company’s Knowledgebe indemnified, has been threatened against Companydefended, held harmless or reimbursed by the Company or any of its Subsidiaries with respect to such claim or Legal Proceeding; (ii) none of the Company or any of its Subsidiaries has not received any written notice specifically alleging that the Company or to Company’s Knowledgeany of its Subsidiaries, oral notice relating to any actual, alleged or suspected infringement, misappropriation or violation by Company, any Company Employee or agents of Company of the Company, have misappropriated or are infringing any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company obtain a license to any Intellectual Property Right of another Person since inception; and (iii) none of the Company or any of its Subsidiaries is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property Intellectual Property infringement, misappropriation or similar claim (other than indemnification provisions in the Company’s standard forms of Company IP Contracts made available to Purchaser as required under Section 2.10(f)) or otherwise in any other Contract disclosed under in Part 2.10(d) 2.10 of the Disclosure Schedule).

No Infringement of Third Party IP Rights. No Acquired Company has never ever infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in respect to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s KnowledgePerson. The operation of the business of Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product and No Acquired Company Software by Company does not infringeinfringes, violate violates or make makes unlawful use of (i) any Intellectual Property Right of, or contain contains any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Scheduleforegoing: (i) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to Company’s Knowledgethe Knowledge of the Designated Sellers, has been threatened against Companyany Acquired Company or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by any Acquired Company with respect to such claim or Legal Proceeding; (ii) since January 1, 2006, no Acquired Company has not received any written notice or (or, to Company’s Knowledgethe Knowledge of the Designated Sellers, oral notice other communication) relating to any actual, alleged or suspected infringement, misappropriation or violation by any Acquired Company, any Acquired Company Employee or agents of any Acquired Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that any Acquired Company obtain a license to any Intellectual Property Right of another Person since inceptionbecause of such actual, alleged or suspected infringement, misappropriation or violation; and (iii) no Acquired Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in the Company’s standard forms of Acquired Company IP Contracts made available to Purchaser as required under Section 2.10(fContracts)) or otherwise disclosed under Part 2.10(d) of the Disclosure Schedule.

No Infringement of Third Party IP Rights. The Company is not infringing, misappropriating or otherwise violating, and it has never infringed (directly, contributorily, by inducement or otherwise)infringed, misappropriated or otherwise violated or made unlawful use of violated, any Intellectual Property Right of any other Person in respect or violated any right of any Person (including any right to privacy or publicity), or conducted the business of the Company IP providedin a manner that constitutes or constituted unfair competition or trade practices under any Legal Requirement. The conduct of the business of the Company when conducted in substantially the same manner after the date hereof by Parent, that with respect to (i) either of the Surviving Entities or their respective Subsidiaries, will not infringe, misappropriate or otherwise violate any Intellectual Property Right identified in the Company In-Licenses, of any other Person (ii) including patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation issuing on patent applications filed as of the business of Company as currently conducteddate hereof), including the use, development, marketing, distribution, provision, maintenance, and support violate any right of any Company Product and Company Software by Company does not infringe, violate Person (including any right to privacy or make unlawful use of (i) any Intellectual Property Right ofpublicity), or contain constitute unfair competition or trade practices under any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s KnowledgeLegal Requirement. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Schedule: foregoing: (i) no infringement, misappropriation or similar claim or Legal Proceeding legal proceeding is pending or has been threatened in writing (or, to the Knowledge of the Company’s Knowledge, has been threatened orally) against the Company or, to the Knowledge of the Company; , against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company with respect to such claim or legal proceeding; (ii) the Company has not received any written notice or (or, to the Knowledge of the Company’s Knowledge, oral notice oral) (A) relating to any actual, alleged or suspected infringement, misappropriation or violation by Company, any Company Employee or agents of Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company obtain a license to any Intellectual Property Right of another Person since inception(B) inviting the Company to license the Intellectual Property Right of another Person or (C) claiming that the Company Product or the operation of the business constitutes unfair competition or trade practices under any Legal Requirements; and (iii) the Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim violation of any Intellectual Property Right (other than indemnification provisions pursuant to Contracts in Company’s standard forms of Company IP Contracts made available to Purchaser as required under Section 2.10(f)) or otherwise disclosed under Part 2.10(d) the form of the Disclosure ScheduleStandard Form IP Contract); and (iv) to the Knowledge of the Company, no claim or legal proceeding involving any Licensed IP is pending or has been threatened in writing (or, to the Knowledge of the Company, orally), except for any such claim or legal proceeding that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP by the Company or (B) the distribution, hosting, provision, delivery or sale of any Company Product.

No Infringement of Third Party IP Rights. Company None of the Acquired Entities has never ever infringed (directly, secondarily, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in respect to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s KnowledgePerson. The operation of the business of Company the Acquired Entities as currently conducted, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product Acquired Entity Owned Software and Company Software by Company Acquired Entity Product, does not infringe, violate violate, or make unlawful use of (i) any Intellectual Property Right of, or contain contains any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Scheduleforegoing: (i) no infringement, misappropriation misappropriation, Intellectual Property Rights-indemnification, or similar claim or Legal Proceeding is pending or threatened against any Acquired Entity, and none of the Acquired Entities has ever received any written (or, to the Knowledge of the Company’s Knowledge, has been threatened against Companyother) notice requesting, claiming, or demanding any of the foregoing with respect to any such claim or Legal Proceeding; (ii) Company none of the Acquired Entities has not ever received any written notice or (or, to the Knowledge of the Company’s Knowledge, oral other) notice relating to any actual, alleged or suspected infringement, misappropriation or violation by Company, any Company Employee Acquired Entity or agents of Company any Acquired Entity Product of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company any Acquired Entity obtain a license to any Intellectual Property Right Rights of another Person since inception; andPerson; (iii) Company none of the Acquired Entities is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property Intellectual Property Rights infringement, misappropriation or similar claim (other than Contracts containing indemnification provisions substantially the same as the indemnification provisions in Company’s the Acquired Entities’ standard forms of Company Acquired Entity IP Contracts made available pursuant to Purchaser as required under Section 2.10(f2.10(g)); and (iv) the Acquired Entities own or otherwise disclosed under Part 2.10(d) have a right or license sufficient for the Company’s use and exploitation of, and immediately after the Closing, the Surviving Corporation and other Acquired Entities will own or otherwise to have a right or license sufficient for the Company’s use and exploitation of, all Intellectual Property and Intellectual Property Rights needed to conduct the businesses of the Disclosure ScheduleAcquired Entities as currently conducted.

No Infringement of Third Party IP Rights. Company has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in respect to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation of the business of Company as currently conducted, including the use, development, marketing, [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. distribution, provision, maintenance, and support of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Schedule: (i) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to Company’s Knowledge, has been threatened against Company; (ii) Company has not never received any written notice or to Company’s Knowledge, oral notice relating to any actual, alleged or suspected infringement, misappropriation or violation by Company, any Company Employee or agents of Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company obtain a license to any Intellectual Property Right of another Person since inception; and (iii) Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in Company’s standard forms of Company IP Contracts made available to Purchaser as required under Section 2.10(f)). (iv) Company owns or has sufficient rights to or permissions with respect to all Intellectual Property Rights which constitute Company IP, and to Company’s Knowledge, all Intellectual Property Rights and Technology which are otherwise, used in, necessary for, and that would otherwise disclosed under Part 2.10(d) be infringed by, the conduct of the Disclosure Schedulebusiness of Company as currently conducted.

No Infringement of Third Party IP Rights. Neither any Acquired Company nor any of its employees, managers or officers (acting in such capacity) is currently or has never ever infringed (directly, secondarily, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property or Intellectual Property Right of any other Person in respect to the Person. No Company IP providedSoftware, that with respect to (i) no Company Data and no Company Product has ever or currently infringes, misappropriates, violates or makes unlawful use of any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation of the business of Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain contains any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Scheduleforegoing: (i) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to the Knowledge of the Company’s Knowledge, has been threatened against any Acquired Company or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by any Acquired Company with respect to any such claim or Legal Proceeding, and no Acquired Company has ever received any written notice or other written communication or, to the Knowledge of the Company, any oral notice or other oral communication requesting, claiming or demanding any of the foregoing with respect to any such claim or Legal Proceeding; (ii) no Acquired Company has not ever received any written notice or other written communication or, to the Knowledge of the Company’s Knowledge, any oral notice or other oral communication relating to any actual, alleged or suspected infringement, misappropriation or violation by any Acquired Company, any Company Employee Service Provider or agents other Representative of any Acquired Company of any Intellectual Property Rights of another Person, including any letter or other communication in writing suggesting or offering that any Acquired Company obtain a license to or a covenant not to xxx with respect to any Intellectual Property Right of another Person since inceptionPerson; and (iii) no Acquired Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property Intellectual Property Rights infringement, misappropriation or similar claim (other than indemnification provisions in Company’s the Acquired Companies’ standard forms of Company IP Contracts made available Made Available to Purchaser as required under pursuant to Section 2.10(f)) or otherwise disclosed under ). Part 2.10(d2.10(k) of the Disclosure ScheduleSchedule accurately identifies (and the Company has Made Available to Purchaser a complete and accurate copy of) each letter or other written communication or correspondence that has been sent by or to any Acquired Company or any Representative of any Acquired Company regarding any third party allegations of any Acquired Company or Company Product infringing or misappropriating any third party’s Intellectual Property Rights, in each case, for Purchaser to fully understand the history and analysis thereof (including any admission made by any Acquired Company), and provides a brief description of the current status of the matter referred to in such letter, communication or correspondence.

No Infringement of Third Party IP Rights. Company Neither the Seller nor any Subsidiary has never ever infringed (directly, contributorily, by inducement inducement, or otherwise), misappropriated misappropriated, or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person or engaged in respect unfair competition; provided that the foregoing is limited to the Company IP provided, that Seller’s Knowledge with respect to (i) any Intellectual Property Right identified Third Party IP used by Seller or any Subsidiary. No Seller Products, and no method or process used in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation of the business of Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, and support manufacturing of any Company Product and Company Software by Company does not infringeSeller Products, violate infringes, violates, or make makes unlawful use of (i) any Intellectual Property Right of, or contain contains any Technology or Intellectual Property Right misappropriated from, any other Person, provided, ; provided that the foregoing is limited to the Seller’s Knowledge with respect to any Third Party IP included in the Seller Products. As used in this Section 2.13(k), “Third Party IP” means any third party Intellectual Property licensed to Seller or any Subsidiary that is required to be listed under Section 2.13(c) or excluded from being listed under 2.13(c)(a), when such Intellectual Property is used as described in the Contract pursuant to which the Intellectual Property has been licensed to Seller or the Subsidiary. To the best of the Seller’s Knowledge, there is no legitimate basis for a claim that the Seller, any Subsidiary, or any Seller Products has infringed or misappropriated any Intellectual Property Right identified of another Person or engaged in unfair competition or that any Seller Products, or any method or process used in the Company In-Licensesmanufacturing of any Seller Products, (ii) patents and (iii) trademarks onlyinfringes, the foregoing representation is made to Company’s Knowledgeviolates, or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Scheduleforegoing: (i) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to Company’s Knowledge, has been threatened against Company; (ii) Company has not received any written notice or to Company’s Knowledge, oral notice relating to any actual, alleged or suspected infringement, misappropriation or violation by Company, any Company Employee or agents of Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company obtain a license to any Intellectual Property Right of another Person since inception; and (iii) Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in Company’s standard forms of Company IP Contracts made available to Purchaser as required under Section 2.10(f)) or otherwise disclosed under Part 2.10(d) of the Disclosure Schedule.

No Infringement of Third Party IP Rights. Company The operation of the Business has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in respect to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s KnowledgePerson. The operation of the business of Company Business as currently conductedconducted and the use of Owned Intellectual Property and Licensed Intellectual Property in connection therewith do not conflict with, including infringe, dilute, misappropriate or otherwise violate the use, development, marketing, distribution, provision, maintenance, and support Intellectual Property of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Schedule: (i) no No infringement, misappropriation or similar claim or Legal Proceeding is pending or, to CompanySeller’s Knowledge, has been threatened against Company; (ii) Company Seller in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Seller with respect to such claim or Proceeding. Seller has not never received any written notice or other communication (in writing or, to Company’s Knowledgethe Knowledge of Seller, oral notice otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by CompanySeller or any current or former employee or agent of Seller, any Company Employee in each case in connection with the past or agents current conduct of Company the Business or the past or current ownership or use of the Transferred Assets, of any Intellectual Property Rights of another any Person, including any letter or other communication suggesting or offering implying that Company Seller needs to obtain a license to any Intellectual Property Right of another any Person since inception; and (iii) Company in order for Seller to conduct its Business without infringing or violating such Intellectual Property. To Seller’s Knowledge, Seller’s exercise of rights or performance of obligations in any Inbound IP Contracts does not infringe or cause a third party [*****] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. to infringe the Intellectual Property of any Person. Seller is not bound by and has not been threatened or alleged to be bound by any Contract in connection with the past or current conduct of the Business or the past or current ownership or use of the Transferred Assets to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (claim. Notwithstanding anything else, this Section 3.13(m) shall be the sole representation or warranty in this Agreement with respect to the infringement, misappropriation, or other than indemnification provisions in Company’s standard forms violation of Company IP Contracts made available to Purchaser any third party Intellectual Property, and accordingly, no other provision shall be construed as required under Section 2.10(f)) or otherwise disclosed under Part 2.10(d) of the Disclosure Schedulesuch.

No Infringement of Third Party IP Rights. Neither the Company nor any Subsidiary is Infringing as of Closing, or has never infringed (directly, contributorily, by inducement or otherwise)ever Infringed, misappropriated or otherwise violated or made unlawful use violated, any Intellectual Property Right of any other Person. The conduct of the businesses of the Company and the Subsidiaries has not Infringed, and the Launched Products will not Infringe prior to the Expiration Date, any Intellectual Property Right of any other Person in respect and, to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation Knowledge of the business of Company as currently conductedCompany, including the use, development, marketing, distribution, provision, maintenance, and support of there is no reasonable basis for any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledgesuch claim. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Schedule: foregoing: (i) no infringementCompany Product has ever Infringed any Intellectual Property Right of any third party; (ii) no Infringement, misappropriation or similar claim Action, or Legal Proceeding any Action alleging unfair competition or trade practices, is pending or has been threatened in writing (or, to the Knowledge of the Company’s Knowledge, by any non-written means of communication) against the Company or any Subsidiary or, to the Knowledge of the Company, against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Subsidiary; (iii) neither the Company nor any Subsidiary has been threatened against Company; (ii) Company has not received any written notice or other written communication (or, to the Knowledge of the Company’s Knowledge, oral any non-written notice or other non-written communication) relating to any actual, alleged or suspected infringement, misappropriation Infringement by the Company or violation by Company, any Company Employee or agents Subsidiary of Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company obtain a license to any Intellectual Property Right of another Person since inceptionany third party, or any actual, alleged or suspected engagement by the Company or any Subsidiary in unfair competition or trade practices under the Laws of any jurisdiction; and and (iiiiv) neither the Company nor any Subsidiary is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim Infringement of any Intellectual Property Right (other than indemnification provisions as set forth in Company’s standard forms of Company IP Contracts made available to Purchaser as required under Section 2.10(f)) or otherwise disclosed under Part 2.10(d3.13(h) of the Disclosure ScheduleSchedule or in any Standard Form IP Contract). Neither the Company nor any Subsidiary has ever obtained an opinion of counsel regarding any possible Infringement of any third party’s Intellectual Property Rights.

No Infringement of Third Party IP Rights. Company has never None of the Acquired Companies (and no Acquired Companies Product) has, since January 1, 2014, infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use in any material respect of any Intellectual Property Right Rights of any other Person in respect to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation of the business of Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Scheduleforegoing: (i) no infringement, misappropriation misappropriation, violation or similar claim or Legal Proceeding is pending or, to Company’s Knowledgethe Knowledge of the Acquired Companies, has been threatened in writing against Companyany of the Acquired Companies or against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by any of the Acquired Companies with respect to such claim or Legal Proceeding; (ii) Company has not except as set forth in Part 2.11(m)(ii) of the Disclosure Schedule, none of the Acquired Companies has, since January 1, 2014, received any written notice or to Company’s Knowledge, oral notice other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by Company, any Company Employee Acquired Companies Product or agents any of Company the Acquired Companies of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company any of the Acquired Companies obtain a license to any Intellectual Property Right Rights of another Person since inceptionPerson; and (iii) Company none of the Acquired Companies is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or has otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property Intellectual Property Rights infringement, misappropriation misappropriation, violation or similar claim (other than indemnification provisions in Company’s standard forms of Company the Acquired Companies IP Contracts Contracts, made available by the Acquired Companies to Purchaser as required under Section 2.10(fthe Purchaser)) or otherwise disclosed under Part 2.10(d) of the Disclosure Schedule.

No Infringement of Third Party IP Rights. (1) Neither the Company nor any Subsidiary is infringing, misappropriating or otherwise violating, or has never infringed (directly, contributorily, by inducement or otherwise)ever infringed, misappropriated or otherwise violated violated, any Intellectual Property Right of any other Person, and (2) the conduct of the business of the Company and the Subsidiaries when conducted in substantially the same manner after the date hereof by the Company and the Subsidiaries and after the Closing Date, by Parent, will not infringe, misappropriate or made unlawful use of otherwise violate any Intellectual Property Right of any other Person in respect to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) including patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation issuing on patent applications filed as of the business of Company as currently conducteddate hereof), including the use, development, marketing, distribution, provision, maintenance, and support violate any right of any Company Product and Company Software by Company does not infringe, violate person (including any right to privacy or make unlawful use of (i) any Intellectual Property Right ofpublicity), or contain constitute unfair competition or trade practices under any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s KnowledgeLegal Requirement. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Schedule: foregoing: (i) no infringement, misappropriation or similar claim or Legal Proceeding legal proceeding is pending oror has been threatened in writing against the Company or any Subsidiary, to Company’s Knowledge(ii) neither the Company nor any Subsidiary has received any written notice that any infringement, misappropriation or similar claim or legal proceeding is pending or has been threatened against Company; any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Subsidiary with respect to such claim or legal proceeding; and (iiiii) neither the Company nor any Subsidiary has not received any written notice or to Company’s Knowledge, oral notice (A) relating to any actual, alleged alleged, or suspected infringement, misappropriation or violation by Company, any Company Employee or agents of Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company obtain a license to any Intellectual Property Right of another Person since inception; and by the Company or any Subsidiary, (iiiB) inviting the Company is not bound by or any Contract Subsidiary to indemnifylicense the Intellectual Property Rights of another Person or (C) claiming that the Company Product or the operation of the business constitutes unfair competition or trade practices under any Legal Requirements. Notwithstanding anything to the contrary, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed this Section 2.13(i) shall constitute the sole and exclusive representation and warranty of the Company relating to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (and violation of patents, and no other than indemnification provisions in Company’s standard forms provision of Company IP Contracts made available this Agreement shall be construed to Purchaser as required under Section 2.10(f)) or otherwise disclosed under Part 2.10(d) of the Disclosure Scheduleencompass such subject matter.

No Infringement of Third Party IP Rights. To the knowledge of the Company, neither the operation of the Company has never infringed Business by the Acquired Companies nor any Acquired Company is currently infringing (directly, contributorily, by inducement or otherwise), misappropriating or otherwise violating, has infringed (directly, contributorily, by inducement or otherwise) misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in respect to Person. To the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation knowledge of the business of Company, no Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, Software and support of any no other Company Product and Company Software developed, marketed, distributed, licensed, sold, offered or provided by Company does not infringe, violate the Acquired Companies infringes or make unlawful use of (i) violates any Intellectual Property Right of, or contain contains any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Scheduleforegoing: (i) To the knowledge of the Company, no infringement, misappropriation or similar claim or Legal Proceeding Action is pending or threatened against the Acquired Companies or, to the knowledge of the Company’s Knowledge, has been threatened against Company; (ii) Company has any other Person who is entitled to be indemnified, defended, held harmless or reimbursed by the Acquired Companies with respect to any such claim or Action, and the Acquired Companies have not received any written notice or other written communication requesting, claiming, or demanding any of the foregoing with respect to Company’s Knowledge, oral any such claim or Action; (ii) the Acquired Companies have not received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by Company, any Company Employee or agents of Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company the Acquired Companies obtain a license to any Intellectual Property Right of another Person since inception; andPerson; (iii) the Acquired Companies have complied with all of the license terms of each Contract disclosed or required to be disclosed in Section 5.19(b) of the Company is Disclosure Letter in all material respects, including in respect of each item of third party Computer Software; (iv) the Acquired Companies are not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property claim of infringement, misappropriation or similar claim violation of any Intellectual Property or Intellectual Property Rights (other than indemnification provisions in Company’s standard forms of the Company IP Contracts made available to Purchaser as required under described in Section 2.10(f)) or otherwise disclosed under Part 2.10(d5.19(e) of the Company Disclosure ScheduleLetter); and (v) each Acquired Company that participates, or has participated, in any standards-setting or other industry organization is in material compliance with all rules, requirements, and other obligations of any such organization. No Acquired Company has any duty or obligation to license, or offer to license, any Company IP owned by an Acquired Company as a result of or in connection with the participation by any Acquired Company in any standards-setting or other industry organization.

No Infringement of Third Party IP Rights. Neither the conduct of the business of the Company and its Subsidiaries as previously or currently conducted, including the Company’s and its Subsidiaries’ design, development, use, promotion, marketing, provision, delivery, distribution, offering, sale, support, making available, and licensing out of any Company Product, (i) has never infringed (directlyinfringed, contributorilymisappropriated, by inducement or otherwise), misappropriated or otherwise violated violated, or made unlawful use of infringes, misappropriates or otherwise violates any Intellectual Property Right of any other Person in respect to the Company IP providedPerson, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, or (ii) patents and (iii) trademarks only, constituted or constitutes unfair competition or trade practices under the foregoing representation is made to Company’s Knowledge. The operation of the business of Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, and support Laws of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledgejurisdiction. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Schedule: foregoing: (ix) no infringement, misappropriation or similar claim Action, or Legal Proceeding any Action alleging unfair competition or trade practices, is pending or, to Company’s Knowledge, or has been threatened against the Company or any Subsidiary or, to the Knowledge of the Company; , against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Subsidiary with respect to such Action; and (iiy) neither the Company nor any Subsidiary has not received written (or, to the Knowledge of the Company, other) notice from any written notice or to Person (A) claiming the Company’s Knowledge, oral notice relating to or any actual, alleged or suspected of its Subsidiaries’ infringement, misappropriation or other violation by Company, any Company Employee or agents of Company of any Intellectual Property Rights of another Personany Person or constitutes unfair competition or trade practices under the Laws of any jurisdiction nor is there any basis therefor, including (B) inviting the Company or any letter or other communication suggesting or offering that Company obtain a Subsidiary to license to any Intellectual Property Right of another Person since inception; and (iii) Company is not bound by any Contract to indemnifywhere the notice contains a suggestion, defend, hold harmless allegation or reimburse any other Person with respect toimplication (whether or not reasonable) that absent such license, the Company or its Subsidiaries are infringing the Intellectual Property Rights of that Person, or otherwise assumed (C) seeking indemnification from the Company or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property Subsidiary in connection with the infringement, misappropriation or similar claim (other than indemnification provisions in Company’s standard forms violation of Company IP Contracts made available to Purchaser as required under Section 2.10(f)) or otherwise disclosed under Part 2.10(d) of the Disclosure Scheduleany Intellectual Property Rights.

No Infringement of Third Party IP Rights. Neither the Company nor any Subsidiary is Infringing, or has never infringed (directly, contributorily, by inducement or otherwise)ever Infringed, misappropriated or otherwise violated or made unlawful use violated, any Intellectual Property Right of any other Person. The conduct of the businesses of the Company and the Subsidiaries has not Infringed any Intellectual Property Right of any other Person in respect and, to the Company IP provided, that with respect to (i) any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation Knowledge of the business of Company as currently conductedCompany, including the use, development, marketing, distribution, provision, maintenance, and support of there is no reasonable basis for any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledgesuch claim. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Schedule: foregoing: (i) no infringementCompany Product has ever Infringed any Intellectual Property Right of any third party; (ii) no Infringement, misappropriation or similar claim Action, or Legal Proceeding any Action alleging unfair competition or trade practices, is pending or has been threatened in writing (or, to the Knowledge of the Company’s Knowledge, by any non-written means of communication) against the Company or any Subsidiary or against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Subsidiary with respect to such Action; (iii) neither the Company nor any Subsidiary has been threatened against Company; (ii) Company has not received any written notice or other written communication (or, to the Knowledge of the Company’s Knowledge, oral any non-written notice or other non-written communication) relating to any actual, alleged or suspected infringement, misappropriation Infringement by the Company or violation by Company, any Company Employee or agents Subsidiary of Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that Company obtain a license to any Intellectual Property Right of another Person since inceptionany third party, or any actual, alleged or suspected engagement by the Company or any Subsidiary in unfair competition or trade practices under the Laws of any jurisdiction; and and (iiiiv) neither the Company nor any Subsidiary is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim Infringement of any Intellectual Property Right (other than indemnification provisions as set forth in Company’s standard forms of Company IP Contracts made available to Purchaser as required under Section 2.10(f)) or otherwise disclosed under Part 2.10(d3.13(h) of the Disclosure ScheduleSchedule or in any Standard Form IP Contract). Neither the Company nor any Subsidiary has ever sought or obtained an opinion of counsel regarding any possible Infringement of any third party’s Intellectual Property Rights.

No Infringement of Third Party IP Rights. No Acquired Company has never ever infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person in respect to the Person. No Acquired Company IP providedSoftware infringes, that with respect to (i) violates or makes unlawful use of any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. The operation of the business of Company as currently conducted, including the use, development, marketing, distribution, provision, maintenance, and support of any Company Product and Company Software by Company does not infringe, violate or make unlawful use of (i) any Intellectual Property Right of, or contain any Technology or Intellectual Property Right misappropriated from, any other Person, provided, that with respect to any Intellectual Property Right identified in the Company In-Licenses, (ii) patents and (iii) trademarks only, the foregoing representation is made to Company’s Knowledge. Without limiting the generality of the foregoing and except as described in Part 2.10(k) of the Disclosure Scheduleforegoing: (i) no infringement, misappropriation or similar claim or Legal Proceeding is pending before a Governmental Body or, to the Knowledge of the Company’s Knowledge, has been threatened in writing, against any Acquired Company or, to the Knowledge of the Company, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by any Acquired Company with respect to such claim or Legal Proceeding; (ii) no Acquired Company has not ever received any written notice or to Company’s Knowledge, oral notice other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by any Acquired Company, any Acquired Company Employee or agents of any Acquired Company of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that any Acquired Company obtain a license to any Intellectual Property Right of another Person since inception(other than correspondence in the ordinary course of business relating to the sale of or license to commercially available third party Intellectual Property); and (iii) except as set forth in Part 2.10(j)(iii) of the Disclosure Schedule, no Acquired Company is not bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property Intellectual Property Rights infringement, misappropriation or similar claim (other than indemnification provisions in Company’s the Acquired Companies’ standard forms of Acquired Company IP Contracts made available to Purchaser as required under Section 2.10(fContracts)) or otherwise disclosed under Part 2.10(d) of the Disclosure Schedule.