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

No Infringement of Third Party IP Rights. To the Knowledge of Remainco, the conduct of the Spinco Business, the Spinco Companies (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the Spinco Products as conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business. Without limiting the generality of the foregoing, as relates to the Spinco Business, including Spinco IP and the Spinco Products, as of, and in the two (2) years prior to, the date of this Agreement, no infringement, misappropriation, violation or similar claim or Legal Proceeding pertaining to any Spinco IP and no such claim or Legal Proceeding pertaining to any Spinco IP has been made since January 1, 2018 or is pending, threatened in writing or, to the Knowledge of Remainco, threatened orally against Remainco or any of its Subsidiaries (including the Spinco Business, the Spinco Companies) or, to the Knowledge of Remainco, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) of the foregoing with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business, and except as set forth in Section 2.10(j) of the Remainco Disclosure Letter, as of the date of this Agreement, no Person has made a written request against Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) to be indemnified, defended, held harmless or reimbursed with respect to any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business.

No Infringement of Third Party IP Rights. To the Knowledge of RemaincoRMT Partner, the conduct of the Spinco Business, business of any of the Spinco RMT Partner Companies (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the Spinco RMT Partner Products as conducted, does not and has not in the past two (2) years 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, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco RMT Partner Companies, taken as a whole, or the Spinco Business. Without limiting the generality of the foregoing, as relates to the Spinco Business, including Spinco RMT Partner IP and the Spinco RMT Partner Products, as of, and in the two (2) years prior to, the date of this Agreement, no infringement, misappropriation, violation or similar claim or Legal Proceeding pertaining to any Spinco material RMT Partner IP and no such material claim or Legal Proceeding pertaining to any Spinco RMT Partner IP has been made since January 1, 2018 or is pending, threatened in writing writing, or, to the Knowledge of RemaincoRMT Partner, threatened orally against Remainco or any of its Subsidiaries (including the Spinco Business, the Spinco Companies) RMT Partner Companies or, to the Knowledge of RemaincoRMT Partner, as of the date of this Agreement, against any other Person who is or may be entitled to be indemnified, defended, held harmless harmless, or reimbursed by Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) of the foregoing RMT Partner Companies with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco RMT Partner Companies, taken as a whole, or the Spinco Business, and except as set forth in Section 2.10(j3.10(j) of the Remainco RMT Partner Disclosure Letter, as of the date of this Agreement, no Person has made a written request against Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) a RMT Partner Company to be indemnified, defended, held harmless harmless, or reimbursed with respect to any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco RMT Partner Companies, taken as a whole, or the Spinco Business.

No Infringement of Third Party IP Rights. To the Knowledge of RemaincoNo Acquired Company has ever infringed, the conduct of the Spinco Business, the Spinco Companies (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense misappropriated or other commercialization of any of the Spinco Products as conducted, does not and has not in the past two (2) years infringed otherwise violated or made unlawful use (directly, 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. None of the Company Products or Acquired Company Software (or the manufacture, except asuse, individually or in the aggregatedistribution, has not and would not reasonably be expected to be material and adverse to the Spinco Companiessale, taken as a wholeprovision, or importation thereof) or the Spinco Businessconduct of the business of any Acquired Company infringes, violates, makes unlawful use of, or misappropriates, or has ever infringed, violated, made unlawful use of, or misappropriated, any Intellectual Property or Intellectual Property Right of any other Person. Without limiting the generality of the foregoing, as relates to the Spinco Business, including Spinco IP and the Spinco Products, as of, and in the two : (2i) years prior to, the date of this Agreement, (A) no infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to any Spinco IP and is pending, (B) no such infringement, misappropriation or similar claim or Legal Proceeding pertaining to any Spinco IP has been made since January 1, 2018 or is pending, threatened in writing or, and (C) to the Knowledge of Remaincothe Company, since December 31, 2018, no infringement, misappropriation or similar claim or Legal Proceeding has been otherwise threatened orally against Remainco any Acquired Company or any of its Subsidiaries (including the Spinco Business, the Spinco Companies) or, to the Knowledge of Remainco, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) of the foregoing Acquired Company with respect to such claim or Legal Proceeding, except asand, individually to the Knowledge of the Company, there are no circumstances likely to give rise to any of the foregoing; (ii) since December 31, 2018, no Acquired Company has received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation, violation or unlawful use of any Intellectual Property or Intellectual Property 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 and 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; and (iii) no Acquired Company is 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: (A) any existing or potential Intellectual Property or Intellectual Property Right infringement, misappropriation, violation, unlawful use or similar claim; or (B) any unauthorized use or disclosure of, or breach of security with respect to, any data or information (in each case, other than indemnification provisions in the aggregate, has not and would not reasonably be expected Acquired Companies’ standard forms of Acquired Company IP Contracts Made Available to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business, and except as set forth in Parent under Section 2.10(j) of the Remainco Disclosure Letter, as of the date of this Agreement, no Person has made a written request against Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) to be indemnified, defended, held harmless or reimbursed with respect to any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business2.11(f)).

No Infringement of Third Party IP Rights. To the Knowledge of RemaincoXxxxxxx, the conduct of the Spinco Business, Communications Business and of the Spinco Communications Companies (including their Subsidiaries) as conducted in the past two three (23) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense sale or other commercialization of any of the Spinco Newco Products as so conducted, does not and has not in the past two three (23) years 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, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business. Without limiting the generality of the foregoing, as relates to the Spinco Communications Business, including Spinco Newco IP and or the Spinco Newco Products, as of, and in the two (2) years prior to, of the date of this Agreement, no infringement, misappropriation, violation or similar claim or Legal Proceeding pertaining to any Spinco IP and no such claim or Legal Proceeding pertaining to any Spinco IP has been made since January 1, 2018 or is pending, threatened in writing pending or, to the Knowledge of RemaincoXxxxxxx, threatened orally in writing against Remainco Xxxxxxx or any of its Subsidiaries (including the Spinco Business, the Spinco Communications Business and Communications Companies) or, to the Knowledge of RemaincoXxxxxxx, against any other Person who is or may be entitled to be indemnified, defended, held harmless harmless, or reimbursed by Remainco Xxxxxxx or any of its Subsidiaries (including the Spinco Communications Business and the Spinco Communications Companies) of the foregoing with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business, and except as set forth in Section 2.10(jPart 2.8(i) of the Remainco Xxxxxxx Disclosure Letter, as of the date of this Agreement, no Person has made a written request against Remainco Xxxxxxx or any of its Subsidiaries (including the Spinco Communications Business and the Spinco Communications Companies) to be indemnified, defended, held harmless harmless, or reimbursed with respect to any such claim or Legal Proceeding. No Proprietary Newco Product contains, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a wholeis derived from, or is distributed with Open Source Code in a manner that has resulted in a requirement or condition that any Proprietary Newco Product or part thereof (1) be disclosed or distributed in source code form, (2) be licensed for the Spinco Businesspurpose of making modifications or derivative works, or (3) be redistributable at no charge.

No Infringement of Third Party IP Rights. To the Knowledge of RemaincoFox, the conduct of the Spinco A&S Business, the Spinco A&S Companies and the Direct Sales Entities (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense sale or other commercialization of any of the Spinco Newco Products as so conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business. Without limiting the generality of the foregoing, as relates to the Spinco A&S Business, including Spinco Newco IP and or the Spinco Newco Products, as of, and in the two (2) years prior to, the date of this Agreement, no infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to any Spinco material Newco IP and no such material claim or Legal Proceeding pertaining to any Spinco Newco IP has been made since January 1, 2018 or is pending, threatened in writing or, to the Knowledge of RemaincoFox, threatened orally against Remainco Fox or any of its Subsidiaries (including the Spinco A&S Business, the Spinco CompaniesA&S Companies and the Direct Sales Asset Sellers) or, to the Knowledge of RemaincoFox, as of the date of this Agreement, against any other Person who is or may be entitled to be Table of Contents indemnified, defended, held harmless or reimbursed by Remainco Fox or any of its Subsidiaries (including the Spinco Business A&S Business, the A&S Companies and the Spinco CompaniesDirect Sales Asset Sellers) of the foregoing with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business, and except as set forth in Section 2.10(j2.8(j) of the Remainco Fox Disclosure Letter, as of the date of this Agreement, no Person has made a written request against Remainco Fox or any of its Subsidiaries (including the Spinco Business A&S Business, the A&S Companies and the Spinco CompaniesDirect Sales Asset Sellers) to be indemnified, defended, held harmless or reimbursed with respect to any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business.

No Infringement of Third Party IP Rights. To the Knowledge of Remainco, the conduct None of the Spinco Business, the Spinco Companies (including their Subsidiaries) as conducted in the past two (2) yearsAcquired Companies, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization in its exploitation of any of the Spinco Products as conductedCompany Product or Company IP, does not and has not in the past two (2) years 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; provided, except ashowever, individually that with respect to third party patents and patent applications, the foregoing representations and warranties solely as to Company Products planned, but that are not, and have not been, offered, marketed, distributed, supported or in sold by any Acquired Company as of the aggregate, has not and would not reasonably be expected to be material and adverse date of this Agreement are made to the Spinco Companies, taken as a whole, or the Spinco BusinessCompany’s Knowledge. Without limiting the generality of the foregoing, as relates to the Spinco Business, including Spinco IP and the Spinco Products, as of, and in the two : (2i) years prior to, the date of this Agreement, no infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to any Spinco IP and no such claim or Legal Proceeding pertaining to any Spinco IP has been made since January 1, 2018 or is pending, threatened in writing pending or, to the Knowledge of Remaincothe Company, threatened orally against Remainco or any of its Subsidiaries (including the Spinco Business, the Spinco Companies) Acquired Companies or, to the Knowledge of Remaincothe Company, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) of the foregoing Acquired Companies with respect to such claim or Legal Proceeding; (ii) none of the Acquired Companies nor any of the Key Employees has received any notice or other communication (in writing or, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco CompaniesKnowledge of the Company, taken otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person by any of the Acquired Companies or any of the Key Employees; and (iii) Except as a whole, or the Spinco Business, and except as set forth otherwise described in Section 2.10(jPart 2.9(g)(iii) of the Remainco Disclosure LetterSchedule, as none of the date of this AgreementAcquired Companies is bound by any Contract to indemnify, no Person has made a written request against Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) to be indemnified, defended, held hold harmless or reimbursed reimburse any other Person with respect to any intellectual property infringement, misappropriation or similar claim other than (i) Contracts substantially the same as the standard forms of end-user licenses previously delivered by the Company to Parent, (ii) Contracts identified in Parts 2.9(a)(ii) and 2.9(b) of the Disclosure Schedule, and (iii) Contracts for Off the Shelf Software, provided that such obligations to indemnify, hold harmless, and reimburse are limited to reasonable and customary indemnities for the content and intellectual property provided by the Acquired Companies thereunder, if any; with respect to such Contracts for Off the Self Software, the Acquired Companies have not received a notice or demand for indemnification, to be held harmless, or for reimbursement and there are no facts or circumstances giving rise, or likely to give arise, to any such claim; (iv) none of the Acquired Companies has ever assumed, or, other than as contained in the Contracts identified (or expressly exempted from an obligation to identify) in Part 2.9(g)(iii) of the Disclosure Schedule, agreed to discharge or otherwise take responsibility for, any existing or potential liability of another Person for infringement, misappropriation or violation of any Intellectual Property Right; and (v) to the Knowledge of the Company, no claim or Legal Proceeding, except as, individually Proceeding involving any Intellectual Property or in Intellectual Property Right licensed to any of the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business.Acquired

No Infringement of Third Party IP Rights. To Except as set forth in Part 3.21(j) of the Knowledge of RemaincoParent Disclosure Schedule, the conduct of Parent has not received any written notice from any third party asserting or alleging that the Spinco Business, the Spinco Companies (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense Parent or other commercialization of any of the Spinco Products as conducted, does not and its Subsidiaries has not in the past two (2) years infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person. To the Knowledge of the Parent, except as, individually no product of the Parent or in any Subsidiary of the aggregate, has Parent infringes any Intellectual Property Right (but excluding infringements related to any patent rights that have not and would not reasonably be expected to be material and adverse to been publicly disclosed as of the Spinco Companies, taken as a wholedate of this Agreement) of, or the Spinco Businesscontains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing, as relates to the Spinco Business, including Spinco IP and the Spinco Products, as of, and in the two : (2i) years prior to, the date of this Agreement, no infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to any Spinco IP and no such claim or Legal Proceeding pertaining to any Spinco IP has been made since January 1, 2018 or is pending, threatened in writing pending or, to the Knowledge of Remaincothe Parent, threatened orally in writing, against Remainco the Parent or any of its Subsidiaries (including the Spinco Business, the Spinco Companies) or, to the Knowledge of Remainco, or against any other Person who is or may be entitled entitled, to be indemnified, defended, held harmless or reimbursed by Remainco the Parent or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) of the foregoing with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business, and except as set forth in Section 2.10(j; (ii) none of the Remainco Disclosure Letter, as of the date of this Agreement, no Person has made a written request against Remainco Parent or any of its Subsidiaries has or any of its Subsidiaries, or any Parent Employee or agents of the Parent, have misappropriated or are infringing any Intellectual Property Rights of another Person; and (including iii) none of the Spinco Business and the Spinco Companies) Parent or any of its Subsidiaries is bound by any Contract to be indemnifiedindemnify, defendeddefend, held hold harmless or reimbursed reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any such existing Intellectual Property infringement, misappropriation or similar claim or Legal Proceeding, except as, individually (other than indemnification provisions in the Parent’s standard forms of Parent IP Contracts or in any other Contract disclosed in Part 3.21 of the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco BusinessParent Disclosure Schedule).

No Infringement of Third Party IP Rights. To Neither the Knowledge of RemaincoCompany nor any Subsidiary is infringing or misappropriating, the conduct of the Spinco Businessor has ever infringed or misappropriated, the Spinco Companies (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the Spinco Products as conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person, except asand the conduct of the business of the Company and its Subsidiaries when conducted in substantially the same manner as currently conducted will not infringe or misappropriate any Intellectual Property Right of any other Person, individually or in including patents issuing on patent applications filed as of the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Businessdate hereof. Without limiting the generality of the foregoing: (i) no product, as relates to information or service ever produced, distributed or sold by or on behalf of the Spinco Business, including Spinco IP and the Spinco Products, as of, and in the two Company or any Subsidiary has ever infringed or misappropriated any Intellectual Property Right of any other Person; (2ii) years prior to, the date of this Agreement, no infringement, misappropriation, violation infringement or similar misappropriation claim or Legal Proceeding pertaining to any Spinco IP and no such claim legal proceeding is pending or Legal Proceeding pertaining to any Spinco IP has been made since January 1, 2018 threatened against the Company or is pending, threatened in writing any Subsidiary or, to the Knowledge of Remainco, threatened orally against Remainco or any of its Subsidiaries (including the Spinco Business, the Spinco Companies) or, to the Knowledge of RemaincoCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Remainco the Company or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) of the foregoing Subsidiary with respect to such claim or Legal Proceedinglegal proceeding; (iii) neither the Company nor any Subsidiary has received any notice or other communication (in writing or otherwise) relating to any actual, except asalleged or suspected infringement or misappropriation of any Intellectual Property Right of another Person; (iv) neither the Company nor any Subsidiary is bound by any Contract to indemnify, individually or in the aggregatedefend, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business, and except as set forth in Section 2.10(j) of the Remainco Disclosure Letter, as of the date of this Agreement, no Person has made a written request against Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) to be indemnified, defended, held hold harmless or reimbursed reimburse any other Person with respect to any infringement, misappropriation or violation of any Intellectual Property Right (other than pursuant to the Standard Form of IP Contracts); and (v) to the Knowledge of the Company, no claim or legal proceeding alleging that any Licensed IP infringes or misappropriates any Intellectual Property Right of any other Person is pending or has been threatened, except for any such claim or Legal Proceedinglegal proceeding that, except asif adversely determined, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to adversely affect (A) the Spinco Companiesuse or exploitation of such Licensed IP by the Company or any Subsidiary or (B) the distribution, taken as a wholehosting, delivery or the Spinco Businesssale of any Company Product.

No Infringement of Third Party IP Rights. To the Knowledge of Remainco, the conduct Company: (i) neither of the Spinco Business, the Spinco Companies (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of Acquired Entities nor any of the Spinco Products as conductedtheir Subsidiaries is infringing, does not and misappropriating or otherwise violating, or has not in the past two (2) years 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, except as(ii) none of the Intellectual Property or the Intellectual Property Rights owned or licensed by Company or the Acquired Entities is infringing, individually misappropriating or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a wholeotherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, and (iii) the Spinco Businessconduct of the business of Acquired Entities and each of their Subsidiaries, as conducted by Acquired Entities and each of their Subsidiaries prior the Closing Date, does not infringe, misappropriate or otherwise 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, as relates : (I) to the Spinco Business, including Spinco IP and the Spinco Products, as of, and in the two (2) years prior to, the date Knowledge of this AgreementCompany, no Acquired Entities Product has ever infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person in any material respect; (II) no Action for infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to any Spinco IP and no such claim legal proceeding is pending or Legal Proceeding pertaining to any Spinco IP has been made since January 1, 2018 threatened against Acquired Entities or is pending, threatened in writing any of their Subsidiaries or, to the Knowledge of Remainco, threatened orally against Remainco or any of its Subsidiaries (including the Spinco Business, the Spinco Companies) or, to the Knowledge of RemaincoCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Remainco Acquired Entities or any of its their Subsidiaries (including the Spinco Business and the Spinco Companies) of the foregoing with respect to such claim or Legal Proceedinglegal proceeding and (III) neither Acquired Entities nor any of their Subsidiaries have received any notice or other communication (A) relating to any actual, except asalleged or suspected infringement, individually misappropriation or in the aggregateviolation of any Intellectual Property Right of any other Person, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business, and except as set forth in Section 2.10(j(B) of the Remainco Disclosure Letter, as of the date of this Agreement, no Person has made a written request against Remainco inviting Acquired Entities or any of its their Subsidiaries to license any Intellectual Property Right of any other Person or (including the Spinco Business and the Spinco CompaniesC) to be indemnified, defended, held harmless or reimbursed with respect to claiming that any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, Acquired Entities Product or the Spinco Businessoperation of the business of Acquired Entities or any of their Subsidiaries constitutes unfair competition or trade practices under any Laws.

No Infringement of Third Party IP Rights. To the Knowledge of Remainco, the conduct Section 2.15(h) of the Spinco BusinessDisclosure Schedule identifies any claim or legal proceeding that has been threatened against the Company or any of its Subsidiaries relating to any actual, the Spinco Companies (including their Subsidiaries) as conducted in the past two (2) yearsalleged or suspected infringement, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense misappropriation or other commercialization violation of any Intellectual Property Right of another Person. Neither the Spinco Products as conducted, does not and Company nor any Subsidiary has not in the past two (2) years ever infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right (excluding the subject matter set forth in Section 2.15(h) of the Disclosure Schedule) of any other Person. Moreover: (i) no product, except asinformation or service ever produced, individually distributed, published, used, provided or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, sold by or the Spinco Business. Without limiting the generality on behalf of the foregoingCompany or any Subsidiary has ever infringed, as relates to misappropriated or otherwise violated any Intellectual Property Right (excluding the Spinco Business, including Spinco IP and subject matter set forth in Section 2.15(h)(i) of the Spinco Products, as of, and in the two Disclosure Schedule) of any other Person; (2ii) years prior to, the date of this Agreement, no infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to legal proceeding has been filed or is pending (provided that the Company has been notified of such pendency) against the Company or any Spinco IP Subsidiary and no such infringement, misappropriation or similar claim or Legal Proceeding pertaining to any Spinco IP legal proceeding is, except as set forth in Section 2.15(h)(ii), pending (provided that the Company has been made since January 1, 2018 notified of such pendency) or is pending, has been threatened in writing or, against the Company or any Subsidiary or to the Knowledge of Remainco, threatened orally against Remainco or any of its Subsidiaries (including the Spinco Business, the Spinco Companies) or, to the Knowledge of Remainco, Company against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Remainco the Company or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) of the foregoing Subsidiary with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the Spinco Companies, taken as a whole, or the Spinco Business, and legal proceeding; (iii) except as set forth in Section 2.10(j2.15(h)(iii) of the Remainco Disclosure LetterSchedule, as neither the Company nor any Subsidiary has ever received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person; (iv) neither the date of this AgreementCompany nor any Subsidiary is bound by any Contract to indemnify, no Person has made a written request against Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) to be indemnifieddefend, defended, held hold harmless or reimbursed reimburse any other Person with respect to any infringement, misappropriation or similar claim in respect of any Intellectual Property Rights of another Person (other than pursuant to the standard forms of Company IP Contracts described in Section 2.15(h)(iv)(i) of the Disclosure Schedule, the supplier or licensor contracts described in Section 2.15(h)(iv)(ii), and as may appear in negotiated Customer Contracts); (v) neither the Company nor any Subsidiary has ever assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential liability of another Person for infringement, misappropriation or violation of any Intellectual Property Right other than pursuant to the standard forms of Company IP Contracts described in Section 2.15(h)(v)(i) of the Disclosure Schedule, the supplier or licensor contracts described in Section 2.15(h)(v)(ii), and as may appear in negotiated Customer Contracts; and (vi) to the Knowledge of the Company, no claim or legal proceeding involving any Licensed IP, Social Media Content or Publicly-Available Internet Material used by the Company is pending or has been threatened, except for any such claim or Legal Proceedinglegal proceeding involving Licensed IP or Social Media Content that, except asif the claim or legal proceeding were adversely determined, individually could not be reasonably replaced or in the aggregate, has not and would not reasonably be expected to be material and adverse to adversely affect: (A) the Spinco Companiesuse or exploitation of such Licensed IP, taken as a wholeSocial Media Content or Publicly-Available Internet Material by the Company or any Subsidiary; or (B) the distribution or sale of any product or service being developed, offered, distributed or sold by the Spinco BusinessCompany or any Subsidiary.

No Infringement of Third Party IP Rights. To Neither the Knowledge of RemaincoCompany nor any Subsidiary is infringing, the conduct of the Spinco Businessmisappropriating or otherwise violating, the Spinco Companies (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the Spinco Products as conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducement or otherwise)ever infringed, misappropriated or otherwise violated or made unlawful use of violated, any Intellectual Property Right of any other Person, except asand 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 by Parent, individually will not infringe, misappropriate or in otherwise violate any Intellectual Property Right of any other Person (including patents issuing on patent applications filed as of the aggregatedate hereof), has not and would not reasonably be expected violate any right of any Person (including any right to be material and adverse to the Spinco Companies, taken as a wholeprivacy or publicity), or the Spinco Businessconstitute unfair competition or trade practices under any Legal Requirement. Without limiting the generality of the foregoing, as relates to the Spinco Business, including Spinco IP and the Spinco Products, as of, and in the two : (2i) years prior to, the date of this Agreement, no infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to any Spinco IP and no such claim legal proceeding is pending or Legal Proceeding pertaining to any Spinco IP has been made since January 1, 2018 threatened against the Company or is pending, threatened in writing any Subsidiary or, to the Knowledge of Remainco, threatened orally against Remainco or any of its Subsidiaries (including the Spinco Business, the Spinco Companies) or, to the Knowledge of RemaincoCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by Remainco the Company or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) of the foregoing Subsidiary with respect to such claim or Legal Proceedinglegal proceeding; (ii) neither the Company nor any Subsidiary has received any notice or other communication (in writing or otherwise) (A) relating to any actual, except asalleged or suspected infringement, individually misappropriation or in violation of any Intellectual Property Right of another Person (B) inviting the aggregate, has not and would not reasonably be expected Company or any Subsidiary to be material and adverse to license the Spinco Companies, taken as a whole, Intellectual Property Right of another Person or (C) claiming that the Company Product or the Spinco Business, and operation of the business constitutes unfair competition or trade practices under any Legal Requirements; (iii) except as set forth in Section 2.10(j2.13(g) of the Remainco Disclosure LetterSchedule, as of neither the date of this AgreementCompany nor any Subsidiary is bound by any Contract to indemnify, no Person has made a written request against Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) to be indemnifieddefend, defended, held hold harmless or reimbursed reimburse any other Person with respect to any infringement, misappropriation or violation of any Intellectual Property Right (other than 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 is pending or has been threatened, except for any such claim or Legal Proceedinglegal proceeding that, except asif adversely determined, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to adversely affect (A) the Spinco Companiesuse or exploitation of such Licensed IP by the Company or any Subsidiary or (B) the distribution, taken as a wholehosting, provision, delivery or the Spinco Businesssale of any Company Product.