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

No Infringement of Third Party IP Rights. The conduct of the Business as conducted by each of the Seller-Related Parties (including the research, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale or other exploitation of any Business Product or Business Software by each Seller-Related Party and, as authorized by a Seller-Related Party, each Business Customer) has never infringed (directly, contributorily, vicariously, by inducement, or otherwise), misappropriated, made unlawful use of or otherwise violated any Intellectual Property or Intellectual Property Right of any other Person or constituted unfair competition. No Business IP, or any research, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale or other exploitation of any Business IP (including any method or process embodied therein), in each case, as conducted by any Seller-Related Party or, as authorized by a Seller-Related Party, any Business Customer, infringes, violates, makes unlawful use of or otherwise violates any Intellectual Property or Intellectual Property Right of any other Person or constitutes unfair competition. To the Knowledge of Sellers, there is no legitimate basis for a claim by any other Person of any of the foregoing. Without limiting the generality of the foregoing: (i) No infringement, misappropriation, unlawful use, violation or similar claim or Legal Proceeding involving or relating to any Business IP is pending or, to the Knowledge of the Sellers, threatened against any of the Seller-Related Parties or, to the Knowledge of Sellers, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by any of the Seller-Related Parties with respect to such claim or Legal Proceeding. None of the Seller-Related Parties has ever received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation, unlawful use or violation by any of the Seller-Related Parties, any current or former Seller Service Provider, or any Covered Business IP of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that any of the Seller-Related Parties obtain a license to any Intellectual Property Right of another Person in connection with the Business. (ii) No claim or Legal Proceeding involving any Intellectual Property or Intellectual Property Right licensed to any of the Seller-Related Parties in connection with the Transferred Business Assets is pending or has been threatened, in each case, against any Seller-Related Party, except for any such claim or Legal Proceeding that, if adversely determined, would not adversely affect: (A) the use or exploitation of such Intellectual Property or Intellectual Property Right by such Seller-Related Party or, following the Closing, the Purchasers; or (B) the research, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale, or other exploitation of any Business Product by any of the Seller-Related Parties.

No Infringement of Third Party IP Rights. Neither the Company nor any Subsidiary is infringing, misappropriating or otherwise violating, or has ever infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person. The conduct of the Business as conducted by each business of the Seller-Related Parties (including the researchCompany and its Subsidiaries has not infringed, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale or other exploitation of any Business Product or Business Software by each Seller-Related Party and, as authorized by a Seller-Related Party, each Business Customer) has never infringed (directly, contributorily, vicariously, by inducement, or otherwise), misappropriated, made unlawful use of misappropriated or otherwise violated any Intellectual Property or Intellectual Property Right of any other Person or constituted unfair competition. No Business IP, competition or any research, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale or other exploitation trade practices under the laws of any Business IP (including any method or process embodied therein)jurisdiction, and when conducted in each casesubstantially the same manner after the date of this Agreement will not infringe, as conducted by any Seller-Related Party or, as authorized by a Seller-Related Party, any Business Customer, infringes, violates, makes unlawful use of misappropriate or otherwise violates violate any Intellectual Property or Intellectual Property Right of any other Person Person, including patents issuing on patent applications filed as of the date of this Agreement, or constitutes constitute unfair competition. To competition or trade practices under the Knowledge of Sellers, there is no legitimate basis for a claim by any other Person laws of any of jurisdiction (except to the foregoingextent due to Company’s ownership by Buyer or its affiliates). Without limiting the generality of the foregoing: : (i) No no product or service ever produced, distributed, used, provided or sold by or on behalf of the Company or any Subsidiary has ever infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person; (ii) no infringement, misappropriation, unlawful use, violation misappropriation or similar claim Action, or Legal Proceeding involving any Action alleging unfair competition or relating to any Business IP trade practices, is pending or, to the Knowledge of the Sellers, or has been threatened against the Company or any of the Seller-Related Parties or, to the Knowledge of Sellers, Subsidiary 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 the Seller-Related Parties Subsidiary with respect to such claim or Legal Proceeding. None of Action; (iii) neither the Seller-Related Parties 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, unlawful use misappropriation or violation by any of the Seller-Related Parties, any current or former Seller Service Provider, or any Covered Business IP of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that any of the Seller-Related Parties obtain a license to any Intellectual Property Right of another Person, 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; (iv) neither the Company nor any Subsidiary is bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person in connection with the Business. (ii) No claim respect to any infringement, misappropriation or Legal Proceeding involving violation of any Intellectual Property or Intellectual Property Right licensed to any (other than as set forth in Section 3.13(h) of the Seller-Related Parties in connection with the Transferred Business Assets Disclosure Schedule); and (v) no Action involving any Licensed IP is pending or has been threatened, in each case, against any Seller-Related Party, except for any such claim or Legal Proceeding Action that, if adversely determined, would not adversely affect: affect (A) the use or exploitation of such Intellectual Property Licensed IP by the Company or Intellectual Property Right by such Seller-Related Party or, following the Closing, the Purchasers; any Subsidiary or (B) the research, design, modification, development, production, distribution, usehosting, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale, delivery or other exploitation sale of any Business Product by Company Product. Neither the Company nor any Subsidiary has ever sought or obtained an opinion of counsel regarding any possible infringement, misappropriation, violation or unlawful use of another Person’s Intellectual Property Rights or the Seller-Related Partiesvalidity or enforceability of another Person’s Intellectual Property Rights.

No Infringement of Third Party IP Rights. The conduct of the Business as conducted by each of the Seller-Related Parties (including the researchCompany is not infringing, designmisappropriating or otherwise violating, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale or other exploitation of any Business Product or Business Software by each Seller-Related Party and, as authorized by a Seller-Related Party, each Business Customer) and has never infringed (directlyinfringed, contributorily, vicariously, by inducement, or otherwise), misappropriated, made unlawful use of misappropriated or otherwise violated violated, any Intellectual Property or Intellectual Property Right of any other Person or constituted unfair competition. No Business IPPerson, or any researchand the conduct of the business of the Company when conducted in substantially the same manner after the date of this Agreement by the Company and after the Closing Date, designby the Company, modificationwill not infringe, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale or other exploitation of any Business IP (including any method or process embodied therein), in each case, as conducted by any Seller-Related Party or, as authorized by a Seller-Related Party, any Business Customer, infringes, violates, makes unlawful use of misappropriate or otherwise violates violate any Intellectual Property Right (or Intellectual Property Right any right to privacy or publicity) of any other Person Person, or constitutes constitute unfair competition. To competition or trade practices under any Legal Requirement, provided that the foregoing representations and warranties are made solely as to the Company’s Knowledge of Sellerswith respect to third-party Patents; provided, there is no legitimate basis further, that the foregoing representations and warranties do not extend to infringement or misappropriation occurring after the Closing Date that would not have occurred but for a claim change made by any other Person or at the direction of any Parent to the Company Products or the conduct of the foregoingbusiness of the Company, after the Closing Date. Without limiting the generality of the foregoing: : (i) No no infringement, misappropriation, unlawful use, violation misappropriation or similar claim or Legal Proceeding involving or relating to any Business IP legal proceeding is pending or has been threatened against the Company or, to the Knowledge of the Sellers, threatened against any of the Seller-Related Parties or, to the Knowledge of SellersCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by any of the Seller-Related Parties Company with respect to such claim or Legal Proceeding. None of legal proceeding; (ii) the Seller-Related Parties Company has ever not received any notice or other communication (in writing or otherwise) (A) relating to any actual, alleged or suspected infringement, misappropriation, unlawful use misappropriation or violation by of any Intellectual Property Right of another Person, (B) inviting the Seller-Related Parties, any current or former Seller Service Provider, or any Covered Business IP of Company to license any Intellectual Property Rights of another Person, including any letter or other communication suggesting (C) claiming that the Company Product or offering that any the operation of the Seller-Related Parties obtain a license business of the Company 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 any infringement, misappropriation or violation of any Intellectual Property Right (other than pursuant to (I) the Standard Form of another Person in connection with IP Contracts or (II) any industry-standard indemnification provision, not pertaining to the Business. (ii) No claim Company Products or Legal Proceeding involving any Intellectual Property Rights therein, in any license for Shrink-Wrap Code). Notwithstanding anything to the contrary in this Agreement, Section 2.13 contains the only representations or warranties made by the Company with respect to the infringement, misappropriation, or violation by the Company of Intellectual Property Right licensed to any of the Seller-Related Parties in connection with the Transferred Business Assets is pending or has been threatened, in each case, against any Seller-Related Party, except for any such claim or Legal Proceeding that, if adversely determined, would not adversely affect: (A) the use or exploitation of such Intellectual Property or Intellectual Property Right by such Seller-Related Party or, following the Closing, the Purchasers; or (B) the research, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale, or other exploitation Rights of any Business Product by any of the Seller-Related Partiesother Person.

No Infringement of Third Party IP Rights. The Neither the conduct of the Business as conducted by each business of the Seller-Related Parties Company and its Subsidiaries as previously or currently conducted or as currently proposed by the Company and its Subsidiaries to be conducted during the six (6) month period immediately following the Closing Date, including the research, design, modification, development, productionuse, distribution, usepromotion, marketing, testing, maintenance, provision, servicedelivery, sale, support, executionmaking available, implementation, exportation, licensing, sale, offer for sale or other exploitation and licensing out of any Business Product or Business Software by each Seller-Related Party andCompany Product, as authorized by a Seller-Related Party(i) infringes, each Business Customer) has never infringed (directly, contributorily, vicariously, by inducement, or otherwise), misappropriated, made unlawful use of misappropriates or otherwise violated violates any Intellectual Property Right of any other Person, or (ii) constitutes unfair competition or trade practices under the Laws of any jurisdiction. The business of the Company and each of its Subsidiaries, when conducted by the Company and each of its Subsidiaries in substantially the same manner immediately after the Closing Date will not infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person or constituted constitute unfair competition. No Business IP, competition or any research, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale or other exploitation trade practices under the Laws of any Business IP (including any method or process embodied therein), in each case, as conducted by any Seller-Related Party or, as authorized by a Seller-Related Party, any Business Customer, infringes, violates, makes unlawful use of or otherwise violates any Intellectual Property or Intellectual Property Right of any other Person or constitutes unfair competition. To the Knowledge of Sellers, there is no legitimate basis for a claim by any other Person of any of the foregoingjurisdiction. Without limiting the generality of the foregoing: : (ix) No no infringement, misappropriation, unlawful use, violation misappropriation or similar claim Action, or Legal Proceeding involving any Action alleging unfair competition or relating to any Business IP trade practices, is pending or has been threatened against the Company or any Subsidiary or, to the Knowledge of the Sellers, threatened against any of the Seller-Related Parties or, to the Knowledge of SellersCompany, against any other Person who is or may -27- be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any of the Seller-Related Parties Subsidiary with respect to such claim or Legal Proceeding. None of Action; and (y) neither the Seller-Related Parties Company nor any Subsidiary has ever received any notice or other written communication from any Person (in writing or otherwiseA) relating to claiming that any actualCompany Product infringes, alleged or suspected infringement, misappropriation, unlawful use or violation by any of the Seller-Related Parties, any current or former Seller Service Providermisappropriates, or any Covered Business IP of otherwise violates any Intellectual Property Rights of another Personany Person or constitutes unfair competition or trade practices under the Laws of any jurisdiction, including (B) inviting the Company or any letter or other communication suggesting or offering that any of the Seller-Related Parties obtain a Subsidiary to license to any Intellectual Property Right of another Person in connection with the Business. (ii) No claim infringement, misappropriation or Legal Proceeding involving violation of any Intellectual Property Rights, or Intellectual Property Right licensed to (C) seeking indemnification from the Company or any of the Seller-Related Parties Subsidiary in connection with the Transferred Business Assets is pending infringement, misappropriation or has been threatened, in each case, against violation of any Seller-Related Party, except for any such claim or Legal Proceeding that, if adversely determined, would not adversely affect: (A) the use or exploitation of such Intellectual Property or Intellectual Property Right by such Seller-Related Party or, following the Closing, the Purchasers; or (B) the research, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale, or other exploitation of any Business Product by any of the Seller-Related PartiesRights.

No Infringement of Third Party IP Rights. The conduct Neither the Company nor any of the Business as conducted by each of the Seller-Related Parties (including the researchits Subsidiaries is infringing, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale misappropriating or other exploitation of any Business Product or Business Software by each Seller-Related Party and, as authorized by a Seller-Related Party, each Business Customer) has never infringed (directly, contributorily, vicariously, by inducementotherwise violating, or otherwise)has, misappropriatedin the past six years, made unlawful use of infringed, misappropriated or otherwise violated in any Intellectual Property or material respect, any Intellectual Property Right of any other Person or constituted unfair competition. No Business IPPerson, or any researchand the conduct of the business of the Company and each of its Subsidiaries, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale or other exploitation of any Business IP (including any method or process embodied therein), in each case, as when conducted by any Seller-Related Party orthe Company and each of its Subsidiaries in substantially the same manner after the date hereof and by Parent or the Surviving LLC after the Closing Date, as authorized by a Seller-Related Partywill not infringe, any Business Customer, infringes, violates, makes unlawful use of misappropriate or otherwise violates violate any Intellectual Property or Intellectual Property Right of any other Person or constitutes unfair competition. To the Knowledge of SellersPerson, there is no legitimate basis for a claim by violate any other Person right of any of the foregoingPerson (including any right to privacy or publicity), or constitute unfair competition or trade practices under any Legal Requirement, in each case, in any material respect. Without limiting the generality of the foregoing: : (i) No no Company Product has, in the past six years, ever infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person in any material respect; (ii) no Action for infringement, misappropriation, unlawful use, violation misappropriation or similar claim or Legal Proceeding involving or relating to any Business IP legal proceeding is pending or, to the Knowledge of the Sellers, or has been threatened against the Company or any of the Seller-Related Parties or, to the Knowledge of Sellers, 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 the Seller-Related Parties its Subsidiaries with respect to such claim or Legal Proceeding. None legal proceeding and (iii) neither the Company nor any of its Subsidiaries have received, in the Seller-Related Parties has ever received past six years, any notice or other communication (in writing or otherwisewriting) (A) relating to any actual, alleged or suspected infringement, misappropriation, unlawful use misappropriation or violation by any of the Seller-Related Parties, any current or former Seller Service Provider, or any Covered Business IP of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that any of the Seller-Related Parties obtain a license to any Intellectual Property Right of another Person in connection with any other Person, (B) inviting the Business. (ii) No claim Company or Legal Proceeding involving any of its Subsidiaries to license any Intellectual Property Right of any other Person or Intellectual Property Right licensed to (C) claiming that any Company Product or the operation of the business of the Company or any of the Seller-Related Parties in connection with the Transferred Business Assets is pending its Subsidiaries constitutes unfair competition or has been threatened, in each case, against trade practices under any Seller-Related Party, except for any such claim or Legal Proceeding that, if adversely determined, would not adversely affect: (A) the use or exploitation of such Intellectual Property or Intellectual Property Right by such Seller-Related Party or, following the Closing, the Purchasers; or (B) the research, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale, or other exploitation of any Business Product by any of the Seller-Related PartiesRequirements.

No Infringement of Third Party IP Rights. The conduct None of the Business as conducted by each of the Seller-Related Parties (including the research, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale or other exploitation of any Business Product or Business Software by each Seller-Related Party and, as authorized by a Seller-Related Party, each Business Customer) Acquired Entities has never ever infringed (directly, secondarily, contributorily, vicariously, by inducement, inducement or otherwise), misappropriated, misappropriated or otherwise violated or made unlawful use of or otherwise violated any Intellectual Property or Intellectual Property Right of any other Person or constituted unfair competitionPerson. No Business IPThe operation of the business of the Acquired Entities, or any research, design, modificationincluding the use, development, productionmarketing, distribution, use, marketing, testingprovision, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale or other exploitation and support of any Business IP Acquired Entity Software and Acquired Entity Product, does not infringe, violate, or make unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person. The Company has made available to Parent all material documents regarding any third party allegations of any Acquired Entity infringing or misappropriating or otherwise violating any third party’s Intellectual Property Rights (including any method or process embodied therein), in each case, as conducted admission made by any Seller-Related Party or, as authorized by a Seller-Related Party, any Business Customer, infringes, violates, makes unlawful use of or otherwise violates any Intellectual Property or Intellectual Property Right of any other Person or constitutes unfair competition. To the Knowledge of Sellers, there is no legitimate basis for a claim by any other Person of any of the foregoingAcquired Entity). Without limiting the generality of the foregoing: (i) No no infringement, misappropriation, unlawful use, violation misappropriation or similar claim or Legal Proceeding involving or relating to any Business IP is pending or threatened against any Acquired Entity or, to the Knowledge of the SellersCompany (which, threatened against any for purposes of this clause, shall be limited to the actual knowledge of the Seller-Related Parties or, to the Knowledge of SellersPersons identified on Exhibit I), against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by any of the Seller-Related Parties Acquired Entity with respect to any such claim or Legal Proceeding. None , and none of the Seller-Related Parties Acquired Entities has ever received any notice or other communication (in writing (or, to the Knowledge of the Company, any other form of notice or otherwisecommunication) requesting, claiming, or demanding any of the foregoing with respect to any such claim or Legal Proceeding; (ii) none of the Acquired Entities has ever received any notice or other communication in writing (or, to the Knowledge of the Company, any other form of notice or communication) relating to any actual, alleged or suspected infringement, misappropriation, unlawful use misappropriation or violation by any of the Seller-Related PartiesAcquired Entity, any current Acquired Entity Service Provider or former Seller Service Provider, or other Representative of any Covered Business IP Acquired Entity of any Intellectual Property Rights of another Person, including any letter or other communication in writing (or, to the Knowledge of the Company, any other form of notice or communication) suggesting or offering that any of the Seller-Related Parties Acquired Entity obtain a license to any Intellectual Property Right Rights of another Person in connection with the Business.Person; (iiiii) No claim other as set forth in the Acquired Entities’ standard forms of Acquired Entity IP Contracts made available to Parent pursuant to Section 2.10(g), none of the Acquired Entities is bound by any Contract to indemnify, defend, hold harmless or Legal Proceeding involving 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 Rights infringement, misappropriation or Intellectual Property Right licensed to similar claim for Acquired Entity IP incorporated into any of the Seller-Related Parties in connection with the Transferred Business Assets is pending or has been threatened, in each case, against any Seller-Related Party, except for any such claim or Legal Proceeding that, if adversely determined, would not adversely affect: Acquired Entity Product; and (Aiv) the use Acquired Entities own or exploitation of such Intellectual Property or Intellectual Property Right by such Seller-Related Party orotherwise have, following and after the Closing, the Purchasers; Surviving Company and other Acquired Entities will continue to have, all Intellectual Property and Intellectual Property Rights needed to conduct, and that would be infringed or (B) otherwise violated by the researchconduct of, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale, or other exploitation of any Business Product by any the businesses of the Seller-Related PartiesAcquired Entities as currently conducted.

No Infringement of Third Party IP Rights. The conduct of With respect to the Business as conducted by each of the Seller-Related Parties BU Intellectual Property: (including the research, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale or other exploitation of any Business Product or Business Software by each Seller-Related Party and, as authorized by a Seller-Related Party, each Business Customeri) Seller has never infringed (directly, contributorily, vicariously, by inducement, or otherwise), misappropriated, or otherwise violated or made unlawful use of or otherwise violated any Intellectual Property or Intellectual Property Right of any other Person or constituted unfair competition. No Business IPPerson; (ii) no Product, or any research, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale or other exploitation of any Business IP (including any and no method or process embodied therein), used in each case, as conducted by the manufacturing of any Seller-Related Party or, as authorized by a Seller-Related Party, any Business CustomerProduct, infringes, violates, or makes unlawful use of any Intellectual Property, or otherwise violates contains any Intellectual Property or Intellectual Property Right of misappropriated from, any other Person or constitutes unfair competition. To and (iii) to the Knowledge of SellersSeller, there is no legitimate basis for a claim by that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in unfair competition or that any Product, or any method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Person of any of the foregoingPerson. Without limiting the generality of the foregoing: , with respect to the BU Intellectual Property: (i) No no infringement, misappropriation, unlawful use, violation or similar claim or Legal Proceeding involving or relating to any Business IP proceeding is pending or, to the Knowledge of the SellersSeller, threatened against any of the Seller-Related Parties Seller or, to the Knowledge of SellersSeller, against any other Person who is or may be entitled to be indemnified, defended, held harmless harmless, or reimbursed by any of the Seller-Related Parties Seller with respect to such claim or Legal Proceeding. None of the Seller-Related Parties proceeding; (ii) Seller has ever never received any written notice or other communication (in writing or otherwise) relating to any actual, alleged alleged, or suspected infringement, misappropriation, unlawful use or violation by Seller, any of the Seller-Related Parties, any current its employees or former Seller Service Provideragents, or any Covered Business IP Product of any Intellectual Property Rights of another Person; and (iii) Seller is not bound by any Contract to indemnify, including defend, hold harmless, or reimburse any letter other Person with respect to, or other communication suggesting otherwise assumed or offering that agreed to discharge or otherwise take responsibility for, any of the Seller-Related Parties obtain a license to any existing or potential Intellectual Property Right infringement, misappropriation, or similar claim (other than indemnification provisions in Seller’s standard forms of another Person in connection with customer or channel agreements relating to the Business. (ii) No claim or Legal Proceeding involving any BU Intellectual Property or Intellectual Property Right licensed to any of the owned by Seller-Related Parties in connection with the Transferred Business Assets is pending or has been threatened, in each case, against any Seller-Related Party, except for any such claim or Legal Proceeding that, if adversely determined, would not adversely affect: (A) the use or exploitation of such Intellectual Property or Intellectual Property Right by such Seller-Related Party or, following the Closing, the Purchasers; or (B) the research, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale, or other exploitation of any Business Product by any of the Seller-Related Parties).

No Infringement of Third Party IP Rights. The Neither the Company nor any Subsidiary is infringing, misappropriating or otherwise violating, or has ever infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, and the conduct of the Business as conducted by each business of the Seller-Related Parties (including Company and the researchSubsidiaries when conducted in substantially the same manner after the date hereof by Parent, designeither of the Surviving Entities or their respective subsidiaries, modificationwill not infringe, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale or other exploitation of any Business Product or Business Software by each Seller-Related Party and, as authorized by a Seller-Related Party, each Business Customer) has never infringed (directly, contributorily, vicariously, by inducement, or otherwise), misappropriated, made unlawful use of misappropriate or otherwise violated violate any Intellectual Property or Intellectual Property Right of any other Person or constituted unfair competition. No Business IP(including patents issuing on patent applications filed as of the date hereof), or violate any research, design, modification, development, production, distribution, use, marketing, testing, maintenance, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale or other exploitation right of any Business IP Person (including any method right to privacy or process embodied thereinpublicity), in each case, as conducted by or constitute unfair competition or trade practices under any Seller-Related Party or, as authorized by a Seller-Related Party, any Business Customer, infringes, violates, makes unlawful use of or otherwise violates any Intellectual Property or Intellectual Property Right of any other Person or constitutes unfair competition. To the Knowledge of Sellers, there is no legitimate basis for a claim by any other Person of any of the foregoingLegal Requirement. Without limiting the generality of the foregoing: : (i) No no infringement, misappropriation, unlawful use, violation misappropriation or similar claim or Legal Proceeding involving or relating to any Business IP legal proceeding is pending or has been threatened in writing (or, to the Knowledge of the SellersCompany, threatened orally) against the Company or any of the Seller-Related Parties Subsidiary or, to the Knowledge of Sellersthe Company, against any other Person who is or may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any of the Seller-Related Parties Subsidiary with respect to such claim or Legal Proceeding. None legal proceeding; (ii) neither the Company nor any Subsidiary has received any written notice (or, to the Knowledge of the Seller-Related Parties has ever received any notice or other communication Company, oral) (in writing or otherwiseA) relating to any actual, alleged or suspected infringement, misappropriation, unlawful use misappropriation or violation by any of the Seller-Related Parties, any current or former Seller Service Provider, or any Covered Business IP of any Intellectual Property Rights of another Person, including any letter or other communication suggesting or offering that any of the Seller-Related Parties obtain a license to any Intellectual Property Right of another Person in connection (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; (iii) neither the Company nor any Subsidiary is bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with the Business. (ii) No claim respect to any infringement, misappropriation or Legal Proceeding involving violation of any Intellectual Property or Intellectual Property Right licensed (other than pursuant to any Contracts in the form of the Seller-Related Parties in connection with Standard Form IP Contract); and (iv) to the Transferred Business Assets Knowledge of the Company, no claim or legal proceeding involving any Licensed IP is pending or has been threatenedthreatened in writing (or, in each caseto the Knowledge of the Company, against any Seller-Related Partyorally), except for any such claim or Legal Proceeding legal proceeding that, if adversely determined, would not adversely affect: affect (A) the use or exploitation of such Intellectual Property Licensed IP by the Company or Intellectual Property Right by such Seller-Related Party or, following the Closing, the Purchasers; any Subsidiary or (B) the research, design, modification, development, production, distribution, use, marketing, testing, maintenancehosting, provision, service, support, execution, implementation, exportation, licensing, sale, offer for sale, delivery or other exploitation sale of any Business Product by any of the Seller-Related PartiesCompany Product.