Common use of Non-Infringement Clause in Contracts

Non-Infringement. To the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation of any Third-Party Intellectual Property. The operation of the Company’s business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or use of any Company Product or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business as previously conducted, currently conducted and as proposed to be conducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Law of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim). Neither the Company nor any Subsidiary has been sued in any Action or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the . The Company nor any Subsidiary has not brought any Action Legal Proceeding for infringement or sent misappropriation of any notices to any third party regarding the foregoingCompany-Owned Intellectual Property. Neither the The Company nor any Subsidiary has does not have any Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the Company’s import or use of any product, device, process or service used in the Company’s business Business as previously conducted, conducted and currently conducted by the Company and as proposed to be conducted any product, device, process or service currently in development by the Company, has not, does not not, and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement (including any rules or rulespolicies incorporated into any terms of service, policies click-through agreement or guidelines any other agreement legally binding the Company) applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company conducts its business the Business or in which Company Products are imported, manufactured, marketed, distributed, used, licensed or sold (and there is no basis for any such claim)claims. Neither the The Company nor any Subsidiary has not been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Company-Owned Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, or settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. The Company has not sought or received any opinion of counsel regarding any actual or potential infringement or misappropriation of any Third-Party Intellectual Property arising from or relating to design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product or Company-Owned Intellectual Property or the operation of the Business, as previously or currently conducted, or as currently proposed to be conducted.

Non-Infringement. To the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither (i) Neither the Company nor any Subsidiary has brought any Action Legal Proceeding for infringement or sent misappropriation of any notices to any third party regarding the foregoingCompany-Owned Intellectual Property. Neither the Company nor any Subsidiary has any Liability adjudicated or outstanding (including settlements), but unpaid, Liabilities for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (iiB) the Company’s and each Subsidiary’s use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted conducted, and as proposed by the Company to be conducted by the Companyand each Subsidiary, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company and any Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the Company nor any Subsidiary has been sued in any Action Legal Proceeding or received any written communications (including any third-third party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Company-Owned Intellectual Property or Company Product Product, or to the knowledge of the Company, any Company Intellectual Property, is subject to any ActionLegal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, Company or any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. Neither the Company nor any Subsidiary has received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the business of the Company or any Subsidiary, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Company Intellectual Property or any Company Product by any third party, and neither the . No Group Company nor any Subsidiary has brought any Action Legal Proceeding for infringement or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation misappropriation of any Third-Party Company Intellectual PropertyProperty or Company Product. The To the knowledge of the Company, the operation of the Company’s businessBusiness as currently conducted, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or Company-Owned and/or Company Intellectual Property and (ii) the Company’s Group Companies’ use of any product, device, process or service used in the Company’s business Business as previously currently conducted, currently conducted (A) has not infringed, and as proposed to be conducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement)infringe, misappropriate or otherwise violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Propertyguidelines, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)sold. Neither the No Group Company nor any Subsidiary has been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the any Group Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business as currently conducted, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No To the knowledge of the Company, no Company Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the . The Company nor any Subsidiary has not brought any Action Legal Proceeding for infringement or sent misappropriation of any notices to Company-Owned Intellectual Property. The Company has never infringed or misappropriated any third party regarding the foregoing. Neither the Company nor any Subsidiary Third-Party Intellectual Property and has any no Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business Business as previously conducted, conducted and currently conducted by the Company and as currently proposed to be conducted by the Company, has not, not and does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the The Company nor any Subsidiary has not been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property; provided, however, that the foregoing is made to the Company’s knowledge with respect to Company Intellectual Property that is not Company-Owned Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the Business of the Company, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights. There is no basis for a claim that any Company Intellectual Property is invalid or unenforceable, provided, however, that the foregoing is made to the Company’s knowledge with respect to Company Intellectual Property that is not Company-Owned Intellectual Property.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the . The Company nor any Subsidiary has not brought any Action Legal Proceeding for infringement or sent misappropriation of any notices to any third party regarding the foregoingCompany-Owned Intellectual Property. Neither the The Company nor any Subsidiary has any no Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted and as proposed to be conducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the The Company nor any Subsidiary has not been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights. The Company has not received any opinion of counsel that any Company Product or Company Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted, or as currently proposed to be conducted by the Company, infringes or misappropriates any Third Party Intellectual Property Rights.

Non-Infringement. To Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any material Company-Owned Intellectual Property IP Rights by any third party. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, and neither since January 1, 2018, the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation of any Third-Party Intellectual Property. The operation of the Company’s business, Business including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property IP Rights and (ii) the Company’s use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted and as proposed to be conducted by the Companyconducted, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Third Party Intellectual PropertyProperty Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Third Party Intellectual PropertyProperty Rights, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company conducts its business the Business or in which Company Products are manufactured, marketed, distributed, licensed or sold (sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claim)claims. Neither Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company nor any Subsidiary has not been sued in any Action Proceeding or received any written communications (including any third-party reports by users) notice alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person person or entity. No Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property or Company Product is subject to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual PropertyRights.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, dilution, tarnishment, violation or misappropriation or other violation (collectively, “Infringement” and cognate terms have cognate meanings) of any Company-Owned Intellectual Property by any third partyPerson. Since January 1, and 2015, neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability Legal Proceeding for infringement, misappropriation, or other violation Infringement of any ThirdCompany-Party Owned Intellectual Property. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and provision, and other exploitation of any Company Product or Company-Owned Intellectual Property (individually or in combination) or use of any Company Product or Company-Owned Intellectual Property (individually or in combination) and (ii) the Company’s and the Subsidiaries’ use of any product, device, process or service used in the Company’s business Business, in each case (i) and (ii) as previously conductedconducted since January 1, currently conducted and as proposed to be conducted 2015 by the CompanyCompany or any Subsidiary, has not, not and does not and will not infringe (A) Infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate ) any Third-Party Intellectual Property, (B) breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual PropertyProperty by the Company, and does not or (C) constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company or any Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)sold. Neither Since January 1, 2015, neither the Company nor any Subsidiary has been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringedInfringed, misappropriated, or otherwise violated is Infringing or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate Infringe any Intellectual Property of any other Person or entityPerson. No Company Company-Owned Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the ownership, validity, use or enforceability of any Company Company-Owned Intellectual Property.

Non-Infringement. To the Companyknowledge of EQ, E’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation of any Third-Party Intellectual Property. The operation use of the Company’s businessEQ IP (but not to the extent infringement arises solely by reason of Quad/COF Technology or Applicable Commercial Improvements provided or made by E or on its behalf, on which the Quad/COF Technology or Applicable Commercial Improvements were based) pursuant to this Agreement in the operation the Quad/COF Technology and any Applicable Commercial Improvements as it is contemplated to be conducted following the Effective Date, including (i) but not limited to the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or use of any Company Product Applicable Commercial Improvements to manufacture Wafers for use in the Licensed Products does not, and will not, infringe or Company-Owned misappropriate any Intellectual Property and (ii) the Company’s use Rights of any productThird Party, device, process violate any right of any Third Party (including any right to privacy or service used in the Company’s business as previously conducted, currently conducted and as proposed to be conducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducementpublicity), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Law laws of any jurisdiction. Without limiting the foregoing, EQ has not received notice from any Person claiming that such operation or any act, product, Intellectual Property Rights, Technology or service by EQ (including products, Intellectual Property Rights, Technology or services currently under development) infringes or misappropriates any Intellectual Property rights of any Person, violates any right of any Person or constitutes unfair competition or trade practices under the laws of any jurisdiction in which Company conducts its business (nor does EQ have knowledge of any basis therefor). To the knowledge of EQ, no Person is infringing or in which Company Products are manufacturedmisappropriating any EQ IP. Provided that if any person claims that any E IP infringes third party Intellectual Property Rights, marketedE will indemnify and hold EQ harmless, distributedon demand, licensed against all proceedings, losses, liabilities, damages and costs (including legal costs) incurred to address, defend or sold (and there is no basis for any resolve such claim). Neither the Company nor , and any Subsidiary amounts paid in this regard will be excluded from calculations as to whether any maximum liability amount has been sued in reached notwithstanding this or any Action other agreement. Additionally, EQ’s royalty payment obligations are reduced to the extent of any ongoing loss, liabilities, cost or received any written communications damage suffered by EQ (including any third-party reports by userslicense fees paid or payable to the relevant third parties) alleging that for continued use of the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its business, would infringe, misappropriate, or otherwise violate any relevant Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual PropertyRights.

Non-Infringement. To Neither (i) the Company’s Knowledgeoperation of the Business by Seller and its Subsidiaries, there is no unauthorized nor (ii) the use, sale, import, export, and manufacture of the Business Products, the Transferred Technology, the Transferred PCIe Assets, or the Licensed Technology (A) have infringed, misappropriated or otherwise violated or constituted the unauthorized disclosureuse of, and as currently conducted do not infringe, misappropriate or otherwise violate or constitute the unauthorized use of, any Intellectual Property Rights owned by any Person, and such conduct will not constitute infringement, misappropriation or other violation of any Company-Owned the Intellectual Property Rights of any Person when conducted by any third partyBuyer in substantially the same manner, and neither the Company nor any Subsidiary (B) has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation of any Third-Party Intellectual Property. The operation of the Company’s business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or use of any Company Product or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business as previously conducted, currently conducted and as proposed to be conducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, constituted and does not constitute unfair competition or unfair trade practices under the Law Laws of any jurisdiction. Neither Seller nor any of its Subsidiaries has received written notice from any Person (1) claiming the operation of the Business, or any Transferred Technology, Transferred PCIe Assets, Licensed Technology or Business Products infringes, misappropriates or otherwise violates or constitutes the unauthorized use of any Intellectual Property Rights of any Person or constitutes unfair competition or trade practices under the Laws of any jurisdiction in which Company conducts its business (nor does Seller have Knowledge of any basis therefor) or in which Company Products are manufactured, marketed, distributed, licensed (2) demanding or sold (and there is no basis for any such claim). Neither the Company nor any Subsidiary has been sued in any Action or received any written communications (including any third-party reports by users) alleging that the Company offering to license to Seller or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting of its business, would infringe, misappropriate, or otherwise violate Subsidiaries any Intellectual Property Rights in connection with the Business. To Seller’s Knowledge, no item of Transferred IP, nor any other Person or entity. No Company Intellectual Property or Company Product item of Licensed IP, is subject to any Action, Order, Action or outstanding Order or settlement agreement or right stipulation in litigation that restricts in any manner the use, transfer provision, transfer, assignment or licensing thereof by the Company, Seller or any Subsidiary, of its Subsidiaries or that may affect the validity, use use, ownership, registerability or enforceability of any Company Intellectual Propertysuch Transferred IP or Licensed IP.

Non-Infringement. To Other than as referred to in Schedule 2.8(h) of the Company’s KnowledgeCompany Disclosure Letter, to the Knowledge of the Company and the Israeli Subsidiary, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Company Owned Intellectual Property by any third party, and neither including any current or former employee of the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoingIsraeli Subsidiary. Neither the Company nor any the Israeli Subsidiary has not brought any Liability action, suit or proceeding against any third party for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Company Owned Intellectual PropertyProperty or breach of any Company Intellectual Property Agreement. Neither the Company Products nor any Company owned or, to the Company’s Knowledge, licensed content provided by the Company and contained in the Company Products (and, with respect to Patents and registered trademarks only, to the Knowledge of the Company) are infringing, misappropriating or violating and have not infringed, misappropriated or violated the Intellectual Property of any third party. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or Company-and/or Company Owned Intellectual Property Property, and (ii) the Company’s use of any product, device, process or service used in the Company’s business as previously conducted, currently conducted and as proposed to be conducted Business by the Company, has not, Company or the Israeli Subsidiary does not and will not infringe (directly or indirectly, including via contribution or inducement)infringe, misappropriate or otherwise violate violate, and has not infringed, misappropriated or violated any Third-Third Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Law of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim). Neither the Company nor any the Israeli Subsidiary has been sued in any Action action, suit or proceeding or received any written communications (including any third-third party reports by users) alleging that the Company or any the Israeli Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entityPerson. No Company Owned Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, judgment, settlement agreement or right that restricts stipulation adversely affecting in any other than immaterial manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Owned Intellectual Property.

Non-Infringement. To the Knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither . Neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation of any Third-Party Intellectual Property. The operation of the Company’s business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or use of any Company Product or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business as previously conducted and currently conducted, currently conducted has not and as proposed to be conducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Law of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim). Neither the Company nor any Subsidiary has been sued in any Action or received any written (or, to the Company’s knowledge, non-written) communications (including any third-party reports by usersusers and any written “invitations to license” third-party patents) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Company-Owned Intellectual Property or Company Product is subject to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Company-Owned Intellectual Property.

Non-Infringement. To the Company’s KnowledgeKnowledge of the Principal Sellers, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party. The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. To the Knowledge of the Principal Sellers, and neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any no Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The To the Knowledge of the Principal Sellers, the operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted and as proposed to be currently conducted by the Company, has not, does not and will does not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the The Company nor any Subsidiary has not been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, settlement agreement or right or, to the Knowledge of the Principal Sellers, right, that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the . No Acquired Company nor any Subsidiary has sent a notice to or brought any Action or sent any notices to against any third party regarding the foregoingalleging infringement, misappropriation or other violation of any Company-Owned Intellectual Property. Neither the No Acquired Company nor any Subsidiary has any Liability for infringement, misappropriation, misappropriation or other violation violations of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the each Acquired Company’s use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted and as proposed to be conducted by the CompanyAcquired Companies, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Acquired Company conducts its business the Business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the No Acquired Company nor any Subsidiary has been sued in any Action or received any written communications (including any third-party reports by users) alleging that the any Acquired Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the any Acquired Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. No Acquired Company has received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the Business, as previously or currently conducted, or as currently proposed to be conducted, infringes, misappropriates or otherwise violates any Third-Party Intellectual Property.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the . No Acquired Company nor any Subsidiary has sent a notice to or brought any Action or sent any notices to against any third party regarding the foregoingalleging infringement, misappropriation or other violation of any material Company- Owned Intellectual Property. Neither the No Acquired Company nor any Subsidiary has any Liability for infringement, misappropriation, misappropriation or other violation violations of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the each Acquired Company’s use of any product, device, process or service used in the Company’s business Business, as previously conducted, currently conducted and as proposed to be currently conducted by the CompanyAcquired Companies, has not, does not and and, following the Closing Date when operated in the same manner, in material respects, as currently operated, will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Acquired Company conducts its business the Business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and and, to the knowledge of the Company, there is no basis for any such claim). Neither the claims; (iii) no Acquired Company nor any Subsidiary has been sued in any Action or received any written communications (including any third-party reports by users) alleging that the any Acquired Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company ; (iv) no Company-Owned Intellectual Property or Company Product Product, or to the knowledge of the Company, Third-Party Intellectual Property that is licensed to the Company, is subject to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the any Acquired Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company-Owned Intellectual Property; and (v) no Acquired Company has received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the Business, as previously or currently conducted, or as currently proposed to be conducted, infringes, misappropriates or otherwise violates any Third-Party Intellectual Property.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Company Subsidiary has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Neither the Company nor any Company Subsidiary has any Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the Company’s and each Company Subsidiary’s use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted and as proposed to be conducted by the CompanyCompany and each Company Subsidiary, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company or any Company Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the Company nor any Company Subsidiary has been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Company Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, Company or any Company Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the business of the Company or any Company Subsidiary, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights. The Company has implemented sufficient processes to verify and guarantee that none of the products or goods sold by or through the Company or any Company Subsidiary are counterfeit, and neither the Company nor any Company Subsidiary has any Liabilities arising from any sale of counterfeit products or goods by or through the Company or any Company Subsidiary. None of the products or goods sold by or through the Company or any Company Subsidiary are or have been counterfeit.

Non-Infringement. To the Company’s Knowledgeknowledge of Jiff, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any CompanyJiff-Owned Intellectual Property by any third party, and neither the Company nor any Subsidiary . Jiff has not brought any Action Legal Proceeding for infringement or sent misappropriation of any notices to any third party regarding the foregoingJiff-Owned Intellectual Property. Neither the Company nor any Subsidiary Jiff has any no Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The operation of the Company’s businessJiff Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Jiff Product or Companyand/or Jiff-Owned Intellectual Property and (ii) the CompanyJiff’s use of any product, device, process or service used in the Company’s business Jiff Business as previously conducted, currently conducted and as proposed to be conducted by the CompanyJiff, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which Company Jiff conducts its business or in which Company Jiff Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the Company nor any Subsidiary Jiff has not been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary Jiff has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Jiff Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Jiff-Owned Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, or settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any SubsidiaryJiff, or that may affect the validity, use or enforceability of any Company Jiff-Owned Intellectual Property. Jiff has not received any written opinion of counsel that any Jiff Product or Jiff-Owned Intellectual Property or the operation of the business of Jiff, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party. Neither the Company nor any Company Subsidiary has sent a written notice to any third party alleging infringement, misappropriation or other violation of any Company-Owned Intellectual Property and neither the Company nor any Company Subsidiary has brought any Action Legal Proceeding for infringement, misappropriation or sent other violation of any notices to any third party regarding the foregoingCompany-Owned Intellectual Property. Neither the Company nor any Company Subsidiary has any Liability for infringement, misappropriation, misappropriation or other violation of any Third-Party Intellectual Property. The None of (i) the Company Products, (ii) the Company-Owned Intellectual Property nor (iii) the operation of the Company’s business, Business including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (iiB) the Company’s or any Company Subsidiary’s use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted and as presently proposed to be conducted (as reflected in product roadmaps made available by Acquirer) by the CompanyCompany or any Company Subsidiary, has nothas, does not and or will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not nor constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company or any Company Subsidiary conducts its business the Business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and and, to the knowledge of the Company, there is no basis for any such claim)claims. Neither Except as set forth in Schedule 2.10(j) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has been sued involved in any Action Legal Proceeding or received any written or other communications (including any third-party reports by users) alleging that the Company or any Company Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entityentity or that requires Company to take a license to, or to refrain from using, any Third-Party Intellectual Property. No Except as set forth in Schedule 2.10(j) of the Company Disclosure Letter, no Company-Owned Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, or settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, Company or any Company Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property.

Non-Infringement. To the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the Company nor any Subsidiary Seller has not brought any Action action, suit or sent any notices to proceeding against any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Business Intellectual Property. The Business Products, and the operation of the Company’s businessAcquired Business, including (i) the design, development, manufacturingmanufacture, reproductioncoding, marketing, licensinguse, sale, provision, offer for sale, importation, distribution, provision or use to sell and distribution of any Company Product or Company-Owned Intellectual Property and Business Products, to Seller’s knowledge (ii) the Company’s use of but without having conducted any product, device, process or service used in the Company’s business as previously conducted, currently conducted and as proposed to be conducted by the Companypatent search), has notnot and is not infringing, does not misappropriating or violating and will not infringe (directly or indirectly, including via contribution or inducement)infringe, misappropriate or otherwise violate when conducted in substantially the same manner by Buyer following the Closing, the Intellectual Property Rights of any third party, has not and does not violate any Third-Party Intellectual Propertyright of any person (including any right to privacy or publicity), breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, has not and does not constitute unfair competition or unfair trade practices under the Law Legal Requirements of any jurisdiction. No claim or action has been brought or asserted against Seller by, and Seller has not received notice or any other overt threats, including indemnification claims, from any third party (nor does Seller have knowledge of any reasonable basis therefor), (i) challenging the Business Intellectual Property, (ii) inviting Seller to license such third party's Intellectual Property Rights in connection with the Acquired Business, or (iii) claiming that any Business Product or the operation of the Acquired Business, infringes or misappropriates the Intellectual Property Rights of any third party, violates the rights of any third party (including any right to privacy or publicity), or constitutes unfair competition or trade practices under the Legal Requirements of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no nor does Seller have knowledge of any reasonable basis for any such claimtherefor). Neither There are no forbearances to xxx, consents, settlement agreements, judgments, orders or similar obligations, other than the Company nor Business Intellectual Property Agreements set forth on Section 3.15(h) of the Seller Disclosure Schedule, that do or may: (x) restrict the rights of Seller to use, transfer, license or enforce any Subsidiary has been sued of the Business Intellectual Property, (y) restrict the conduct of the Acquired Business in any Action or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriatedorder to accommodate a third party's Intellectual Property Rights, or otherwise violated or, by conducting its business, would infringe, misappropriate, or otherwise violate (z) grant any Intellectual Property of third party any other Person or entity. No Company Intellectual Property or Company Product is subject right with respect to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Business Intellectual Property, other than non-disclosure agreements, evaluation licenses and non-exclusive end-user licenses or service agreements granted in the ordinary course of business consistent with past practice.

Non-Infringement. To Because some jurisdictions do not allow the Company’s Knowledgeexclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, there is no unauthorized usesome or all of the above exclusions and limitations may not apply to User. VOID WHERE PROHIBITED Although Company Online Services are accessible worldwide, unauthorized disclosurenot all products or services are available to all persons or in all geographic locations. The Company reserves the right to limit, infringementin its sole discretion, misappropriation or other violation the provision and quantity of any Company-Owned Intellectual Property by product or service to any third partyperson or geo- graphic area it so desires. Any offer for any product or service made is void where prohibited. USER RESPONSIBILITY TO THE COMPANY User is responsible and liable to the Company and Lionsgate and its and their respective affili- ated companies, officers, directors, employees, agents, licensors, and neither suppliers in respect of all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any vi- olation by User of this Agreement. The Company and/or Lionsgate reserves the Company nor any Subsidiary has brought any Action or sent any notices right to any third party regarding assume the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation exclusive defense and control of any Third-Party Intellectual Propertymatter that User is responsible and liable for under this paragraph. The operation of the Company’s businessuser agrees to indemnify, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or use of any Company Product or Company-Owned Intellectual Property defend and (ii) the Company’s use of any product, device, process or service used in the Company’s business as previously conducted, currently conducted and as proposed to be conducted by the hold harmless Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual PropertyLionsgate, and does not constitute unfair competition or unfair trade practices under the Law of any jurisdiction in which Company conducts its business or in which Company Products are manufacturedand their respective parent companies, marketedsubsidiaries, distributedaffiliated companies, licensed or sold (licensors, directors, employees, officers, members, agents, and there is no basis for any such claim). Neither the Company nor any Subsidiary has been sued in any Action or received any written communications (including assigns and any third-party reports providing information to this website (collectively, the “Released Parties”) from and against claims or losses caused by users) alleging his/ her use or any improper use of the website (or any content thereof). The user agrees that the Company Released Parties are not liable to the user or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its business, would infringe, misappropriate, or otherwise violate any Intellectual Property third party for damages of any other Person or entitykind. No Company Intellectual Property or Company Product is subject to any ActionLITIGATION ISSUES BINDING INDIVIDUAL ARBITRATION - PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY ALTER USER’S RIGHTS, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual PropertyINCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the . No Acquired Company nor any Subsidiary has brought any Action Legal Proceeding for infringement or sent misappropriation of any notices to any third party regarding the foregoingCompany-Owned Intellectual Property. Neither the No Acquired Company nor any Subsidiary has any Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual PropertyProperty Rights. The operation of the Company’s business, Business including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the Company’s Acquired Companies’ use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted and as proposed to be conducted by the Company, Acquired Companies has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual PropertyProperty Rights, breach any terms of service, click-through agreement or any other agreement or binding agreement, rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which Company conducts its business the Acquired Companies conduct the Business or in which Company Products are manufactured, marketed, distributed, used, licensed or sold (and there is no basis for any such claim)claims. Neither the Since January 1, 2017, no Acquired Company nor any Subsidiary has been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the an Acquired Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the an Acquired Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. No Acquired Company has received any opinion of counsel regarding any actual or potential infringement or misappropriation of any Third-Party Intellectual Property Rights arising from or relating to design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product or Company-Owned Intellectual Property or the operation of the Business, as previously or currently conducted, or as currently proposed to be conducted.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the . The Company nor or any Subsidiary has not brought any Action Legal Proceeding for infringement or sent misappropriation of any notices to any third party regarding the foregoingCompany-Owned Intellectual Property. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) neither the Company’s or any Subsidiary’s use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted and as proposed to be conducted by the CompanyCompany or any Subsidiary, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which Company or any Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the The Company nor or any Subsidiary has not been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, Company or any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. The Company or any Subsidiary has not received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights.

Non-Infringement. To The Company has not brought any action, suit or proceeding against any third party for infringement or misappropriation of any Intellectual Property Rights. The Company Products, and the operation of the business of the Company’s Knowledge, there is no unauthorized including the design, development, manufacture, coding, use, unauthorized disclosuresale, infringementprovision, misappropriation or other violation offer to sell and distribution of any Company-Owned Company Products, has not and is not infringing, misappropriating or violating and will not infringe, misappropriate or violate when conducted in substantially the same manner by Acquiror and/or Surviving Corporation following the Closing, the Intellectual Property by Rights of any third party, has not and neither does not violate any right of any person (including any right to privacy or publicity), or has not and does not constitute unfair competition or trade practices under the Legal Requirements of any jurisdiction. No claim or action has been brought or asserted against the Company nor by, and the Company has not received notice or any Subsidiary has brought any Action or sent any notices to other overt threats, including indemnification claims, from any third party regarding the foregoing. Neither (nor does the Company nor have knowledge of any Subsidiary has any Liability for infringementreasonable basis therefor), misappropriation(i) challenging the Intellectual Property Rights of the Company, (ii) inviting the Company to license such third party’s Intellectual Property Rights, or other violation of (iii) claiming that any Third-Party Intellectual Property. The Company Product or the operation of the Company’s business, including (i) infringes or misappropriates the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or use Intellectual Property Rights of any Company Product or Company-Owned Intellectual Property and (ii) third party, violates the Company’s use rights of any product, device, process third party (including any right to privacy or service used in the Company’s business as previously conducted, currently conducted and as proposed to be conducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducementpublicity), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute constitutes unfair competition or unfair trade practices under the Law Legal Requirements of any jurisdiction in which (nor does the Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no have knowledge of any reasonable basis for any such claimtherefor). Neither There are no forbearances to xxx, consents, settlement agreements, judgments, orders or similar obligations, other than the Company nor any Subsidiary has been sued in any Action or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property Agreements set forth on Section 2.8(j) of the Company Disclosure Schedule, that do or may: (x) restrict the rights of the Company Product is subject to use, transfer, license or enforce any of its Intellectual Property Rights, (y) restrict the conduct of the business of, including any payments by or conditions on, the Company in order to accommodate a third party’s Intellectual Property Rights, or (z) grant any third party any right with respect to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Owned Intellectual Property, other than non-disclosure agreements, evaluation licenses and non-exclusive end-user licenses or service agreements granted in the ordinary course of business consistent with past practice.

Non-Infringement. To the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the Company nor any Subsidiary Seller has not brought any Action action, suit or sent any notices to proceeding against any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual PropertyProperty Rights. The Seller Products, and the operation of the Company’s businessBusiness, including (i) the design, development, manufacturingmanufacture, reproductioncoding, marketing, licensinguse, sale, provision, offer for sale, importation, distribution, provision or use to sell and distribution of any Company Product or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business as previously conducted, currently conducted and as proposed to be conducted by the CompanySeller Products, has notnot and is not infringing, does not misappropriating or violating and will not infringe (directly or indirectly, including via contribution or inducement)infringe, misappropriate or otherwise violate when conducted in substantially the same manner by Buyer following the Closing, the Intellectual Property Rights of any third party, has not and does not violate any Third-Party Intellectual Propertyright of any person (including any right to privacy or publicity), breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, has not and does not constitute unfair competition or unfair trade practices under the Law Legal Requirements of any jurisdiction. No claim or action has been brought or asserted against Seller by, and Seller has not received notice or any other overt threats, including indemnification claims, from any third party (nor does Seller have knowledge of any reasonable basis therefor), (i) challenging the Intellectual Property Rights of Seller, (ii) inviting Seller to license such third party's Intellectual Property Rights, or (iii) claiming that any Seller Product or the operation of the Business, infringes or misappropriates the Intellectual Property Rights of any third party, violates the rights of any third party (including any right to privacy or publicity), or constitutes unfair competition or trade practices under the Legal Requirements of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no nor does Seller have knowledge of any reasonable basis for any such claimtherefor). Neither There are no forbearances to xxx, consents, settlement agreements, judgments, orders or similar obligations, other than the Company nor Seller Intellectual Property Agreements set forth on Section 3.15(h) of the Seller Disclosure Schedule, that do or may: (x) restrict the rights of Seller to use, transfer, license or enforce any Subsidiary has been sued in any Action or received any written communications of its Intellectual Property Rights, (y) restrict the conduct of the business of, including any third-party reports payments by users) alleging that the Company or any Subsidiary has infringedconditions on, misappropriatedSeller in order to accommodate a third party's Intellectual Property Rights, or otherwise violated or, by conducting its business, would infringe, misappropriate, or otherwise violate (z) grant any Intellectual Property of third party any other Person or entity. No Company Intellectual Property or Company Product is subject right with respect to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Seller Owned Intellectual Property, other than non-disclosure agreements, evaluation licenses and non-exclusive end-user licenses or service agreements granted in the ordinary course of business consistent with past practice.

Non-Infringement. To Except as set forth in Schedule 2.8(f) of the Company’s KnowledgeSeller Disclosure Schedule, there to the Knowledge of Seller, no Third Party has, or is no currently, infringing, misappropriating or violating any Acquired Companies-Owned Intellectual Property. No Acquired Company or any of their Subsidiaries has delivered to any Third Party written notice of a claim for any such actual, alleged, or suspected unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any CompanyAcquired Companies-Owned Intellectual Property Property. Except as described in Schedule 2.8(f) of the Seller Disclosure Schedule, there are no past, current or pending Legal Proceedings involving allegations of infringement or misappropriation (i) by any third party, and neither the Company nor Third Party of any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriationAcquired Companies-Owned Intellectual Property, or other violation (ii) by any Acquired Company or any of its Subsidiaries of Intellectual Property owned by any Third Party. The operation and conduct of the Business by the Acquired Companies and their Subsidiaries as each is currently conducted and, to the Knowledge of Seller, as currently proposed to be conducted and the Acquired Companies Products do not infringe, misappropriate or violate and have not in the last six (6) years infringed, misappropriated or violated any Third-Party Intellectual Property. The operation Except as described in Schedule 2.8(f) of the Company’s businessSeller Disclosure Schedule, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or use of any Company Product or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business as previously conductedpast (6) years, currently conducted and as proposed to be conducted by none of the Company, Acquired Companies nor any of their Subsidiaries has not, does not and will not infringe (directly received a written notice alleging that such Acquired Company or indirectly, including via contribution Subsidiary has infringed or inducement), misappropriate or otherwise violate violated any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable . With respect to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Law of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim). Neither the Company nor any Subsidiary has been sued in any Action or received any written communications (including any third-party reports Software used by users) alleging that the Company any of Acquired Companies or any Subsidiary of their Subsidiaries, the Acquired Companies and their Subsidiaries, in accordance with each applicable third party’s Software licensing requirements, obtained the appropriate number of licenses to use such Software in the operation of the business as currently conducted and as currently proposed to be conducted. None of the Acquired Companies nor any of their Subsidiaries has infringedany obligation to compensate any Person for the use of any Intellectual Property. Except as set forth in Schedule 2.8(f) of the Seller Disclosure Schedule, misappropriatedthere are no settlements, covenants not to xxx, consents, judgments, or otherwise violated or, by conducting its business, would infringe, misappropriate, orders or otherwise violate similar obligations that: (i) restrict the rights of the Acquired Companies or their Subsidiaries to use or assert any Acquired Companies-Owned Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any Action, Order, settlement agreement or right that restricts in any manner manner; (ii) restrict the use, transfer business of the Acquired Companies or licensing thereof by any of their Subsidiaries within the Company, any Subsidiary, fields of 3D printing or that may affect additive manufacturing; or (iii) permit third parties to use the validity, use or enforceability of any Company Acquired Companies-Owned Intellectual Property.

Non-Infringement. To None of the Company’s Knowledgematerial Transferred IP Rights are subject to any Judgment adversely affecting the use thereof or rights thereto by Guarantor and its Subsidiaries. Since December 1, 2018, there is has been no unauthorized useopposition or cancellation Legal Proceeding pending against Guarantor and its Subsidiaries concerning the ownership, unauthorized disclosurevalidity, infringement, misappropriation or other violation enforceability of any Company-Owned Intellectual Property by Registered Transferred IP. Since December 1, 2018, to the Knowledge of Seller, no Person has infringed, misappropriated, or otherwise violated, and no Person is currently infringing, misappropriating or otherwise violating, any third partymaterial Transferred IP Rights, and neither the Company Guarantor nor any Subsidiary has brought of its Subsidiaries has, since December 1, 2018, made any Action or sent any notices to any written allegation against a third party regarding the foregoing. Neither the Company nor of any Subsidiary has any Liability for infringement, infringement or misappropriation, or other violation of any Third-Party Intellectual Propertymaterial Transferred IP Rights. The operation Seller Entities Use and Exploitation of the Company’s businessPurchased Assets and conduct of the MiC Business and the CloudLink Activities, including (i) the design, development, manufacturinguse, reproductionpromotion, marketing, licensingprovision, delivery, sale, offer for salesupport, importationmaking available, distribution, provision or use and licensing out of any Company Product or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business as previously conducted, currently conducted and as proposed to be conducted by the Company, has notTransferred Product, does not and will has not infringe (directly or indirectlyi) infringed, including via contribution or inducement), misappropriate misappropriated or otherwise violate violated any Third-Party Intellectual Property, breach any terms Property Right of service, click-through agreement or any other agreement Person, or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute (ii) constituted unfair competition or unfair trade practices under the Law laws of any jurisdiction in which Company conducts its business jurisdiction, except as would not reasonably be expected, individually or in which Company Products are manufacturedthe aggregate, marketedto be material and adverse to the Purchased Assets or to the performance by Seller or its applicable Affiliates of their obligations under the Transaction Documents. Without limiting the generality of the immediately foregoing sentence, distributedsince December 1, licensed 2018 (A) no infringement, misappropriation or sold (and there similar action, or action alleging unfair competition or trade practices, is no basis for any such claim). Neither pending or, to the Company nor any Subsidiary Knowledge of Seller, has been sued in threatened against any Action Seller Entity or, to the Knowledge of Seller, against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by any Seller Entity with respect to such action and (B) neither Guarantor nor its Subsidiaries has received any written communications notice (including any third-party reports by usersx) alleging that any of the Company conduct of the MiC Business or CloudLink Activities or any Subsidiary has infringed, misappropriatedUse or Exploitation of CloudLink, or otherwise violated orthe Transferred Technology, by conducting its businessinfringes, would infringemisappropriates, misappropriate, violates or otherwise violate conflicts with the Intellectual Property Rights of any other Person, (y) inviting any Seller Entity to license the Intellectual Property Rights of another Person or (z) seeking indemnification from any Seller Entity in connection with the infringement, misappropriation or violation of any Intellectual Property Rights, except as would not reasonably be expected, individually or in the aggregate, to be material and adverse to the Purchased Assets or to the performance by Seller or its applicable Affiliates of their obligations under the Transaction Documents. Guarantor and its Subsidiaries possess all rights necessary to grant the licenses set forth in Exhibit F, and the grant of such licenses will not conflict with any other Person or entity. No Company Intellectual Property or Company Product is subject of their respective obligations owed to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Propertythird parties.

Non-Infringement. To the Company’s Knowledge, there There is no current unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Company Owned Intellectual Property by any third party, and neither the . The Company nor any Subsidiary has not brought any Action Legal Proceeding for infringement or sent misappropriation of any notices to any third party regarding the foregoingCompany Owned Intellectual Property. Neither the The Company nor any Subsidiary has any no Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including but not limited to (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, display, provision or and/or use of any Company Product or Company-and/or Company Owned Intellectual Property (and to the Knowledge of the Company, any other Company Intellectual Property) and (ii) the Company’s use of any content, product, device, process or service used in the Company’s business Business as previously conducted, currently conducted in the past four years and as proposed to be currently conducted by the Company, has not, not and does not and will not infringe (directly or indirectly, including via contribution or inducement)infringe, misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, Property and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the The Company nor any Subsidiary has not been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, Order or settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect affects the validity, use or enforceability of any Company Intellectual Property.

Non-Infringement. To the Company’s KnowledgeKnowledge of Seller, there is no no, nor has there been, any, unauthorized use, unauthorized disclosure, infringement, misappropriation misappropriation, or other violation of any Company-Seller Owned Intellectual Property by any third party, and neither the Company nor any Subsidiary Seller has not brought any Action or sent any notices Proceeding concerning the same. Seller has no Liability, and has not been subject to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability actual or threatened Action or Proceeding, for actual or alleged infringement, misappropriation, or other violation by Seller of any Third-Party Intellectual PropertyProperty Right of a third party. The operation of the Company’s businessBusiness as currently conducted or as currently contemplated to be conducted, including (i) but not limited to the design, development, manufacturinguse, reproductionimport, branding, advertising, promotion, marketing, licensing, sale, offer for sale, importation, distribution, provision or use distribution and sale of any Company Product or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business as previously conducted, currently conducted and as proposed to be conducted by the CompanySeller Products, has not, does not and will does not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual PropertyProperty Right of any Person, breach violate any right of any Person (including any right to privacy or publicity), constitute unfair competition or trade practices under the Laws of any jurisdiction, or violate any Seller Intellectual Property Agreements or other terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Third Party Intellectual Property, and does provided that the foregoing is qualified to the Knowledge of Seller with respect to Patents. Seller has not constitute received notice from any Person: (i) claiming that Seller Product, or the operation of the Business infringes or misappropriates any Intellectual Property Right of any Person or constitutes unfair competition or unfair trade practices under the Law Laws of any jurisdiction in which Company conducts its business jurisdiction; or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim). Neither the Company nor any Subsidiary has been sued in any Action or received any written communications (ii) including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its business, would infringe, misappropriate, or otherwise violate offer to license any Intellectual Property Rights of any other Person or entityin the context of a possible need to do so to avoid infringement. No Company Seller Intellectual Property or Company Seller Product is subject to any Actionlegal proceeding, Orderorder, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any SubsidiarySeller, or that may affect the validity, use or enforceability of any Company Seller Intellectual Property. Seller has not received any opinion of counsel that any Seller Product or Seller Owned Intellectual Property or the operation of the Business, infringes or misappropriates any Third Party Intellectual Property.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, violation or misappropriation or other violation of any Company-Company Owned Intellectual Property (including any applicable Transferred Assets) by any third party. In the three (3) years prior to the date of this Agreement, and neither the Company nor there has not been any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability Legal Proceeding for infringement, misappropriation, violation or other violation misappropriation of any Third-Party Company Owned Intellectual PropertyProperty (including any applicable Transferred Assets. The Company (including as a successor to any of the Transferred Assets) does not have any liability for infringement, violation or misappropriation of any Intellectual Property Rights of any third party. To the Company's knowledge, the operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or Company-Product, Company Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business as previously conducted, currently conducted and as proposed to be currently conducted by the Company, has not, does not and will does not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Law Property Rights of any jurisdiction in which third party. The Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for nor Parent with respect to any such claim). Neither of the Company nor any Subsidiary applicable Transferred Assets) has not been sued in any Action Legal Proceeding or received any written communications (including any third-third party reports by users) alleging that the Company (or Parent with respect to any Subsidiary applicable Transferred Assets) has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Owned Intellectual Property or Company Product is subject to any ActionLegal Proceeding, judgment, writ, decree, stipulation, determination, decision, award, rule, preliminary or permanent injunction, temporary restraining order or other order of any governmental Entity or arbitrator (“Order”), settlement agreement or right that restricts in any manner the use, transfer transfer, or licensing thereof by the Company, any Subsidiary, or that may adversely affect the validity, use or enforceability of any such Company Owned Intellectual Property.

Non-Infringement. To Fulfillment of the Company’s Knowledgelaw: ITS holds full legal rights, powers of attorney and legal authority to enter into this Agreement and to take part in the transactions as they are planned to be carried out. Neither entering into this Agreement nor the delivery and performance thereof, nor carrying out such transactions could imply termination, cancellation or early enforcement of any right or obligation of ITS, nor do they imply any breach, contradiction or failure in fulfillment of the terms, conditions or provisions of the deed of incorporation or the by-laws of ITS, nor any provision of any document, mortgage, pledge, credit agreement, deed, law, order, ruling, decree, arbitration decision, regulation, rule or other legal restriction, which ITS is party to or whereby such company or any of its properties is or could be related to. ITS does not breach any applicable provision of any law, statute, rule, regulation, administrative interpretation, order, policy or decree of any court or governmental or administrative authority, which may be applicable to the company or any of its properties, and that are offences that do not have or may not be reasonably expected to have, either individually or as a whole, an adverse material effect. ITS has been granted all the permits, licenses, certificates of authorization, orders and approvals, and it has carried out all the actions and made all the applications and registrations to the relevant federal governmental or statutory, state, local or foreign bodies so that it may perform its business activity, except the permits, licenses, certificates of authority, orders, assessments, procedures, applications or registrations, the absence or non-performance of which could not reasonably be expected to result in a material adverse effect. Such permits, licenses, certificates of authorization, orders and approvals are fully valid and in force and, as far as ITS is aware, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation risk of suspension or other violation cancellation of any Companyof them and all such reports and registrations are up to date in all the material aspects, except those, the absence or non-Owned Intellectual Property performance of which could not reasonably be expected to result in a material adverse effect. There are no pending investigations regarding ITS by any third partygovernment agency, as far as ITS is aware, that could be imminently brought and neither that, as far as ITS is aware, no government agency has stated its intention to carry out any investigation, the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding results of which could imply a material adverse effect on the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation of any Third-Party Intellectual Property. The operation of the Company’s business, including (i) the designincome, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision liquidity or use financial situation of any Company Product or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business as previously conducted, currently conducted and as proposed to be conducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Law of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim). Neither the Company nor any Subsidiary has been sued in any Action or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual PropertyITS.

Non-Infringement. To the Knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, dilution, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoingother Person. Neither the Company nor any Subsidiary of the Subsidiaries has brought any Legal Proceeding for infringement, dilution, misappropriation or other violation of any Company-Owned Intellectual Property. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries has any Liability for infringement, misappropriationdilution, misappropriation or other violation of any Third-Party Intellectual Property. The To the Knowledge of the Company, the operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the Company’s or any of the Subsidiaries’ use of any product, device, process or service used in the Company’s business Business as previously conducted, conducted and currently conducted and as proposed to be conducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), dilute, misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Law of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)practices. Neither the Company nor any Subsidiary of the Subsidiaries has been sued in any Action Legal Proceeding or since August 1, 2018, received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary of the Subsidiaries has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any other Person or entityPerson. No Company Company-Owned Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, or settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, Company or any Subsidiaryof the Subsidiaries, or that may affect the validity, use or enforceability of any Company-Owned Intellectual Property. Neither the Company nor any of the Subsidiaries has received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the Business, as previously or currently conducted, or as currently proposed to be conducted, infringes, dilutes, misappropriates or violates any Third-Party Intellectual Property.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the . No Acquired Company nor any Subsidiary has sent a written notice to or brought any Action or sent any notices to against any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for alleging infringement, misappropriation, misappropriation or other violation of any ThirdCompany-Party Owned Intellectual Property. The operation of the Company’s businessBusiness, including including, (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the each Acquired Company’s use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted and, and with respect to the Company Products, as proposed to be conducted by the CompanyAcquired Companies, (A) has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, Property or materially breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines guidelines, in each case as applicable to use of such Third-Party Intellectual Property, Property and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Acquired Company conducts its business the Business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither In the past six years, no Acquired Company nor any Subsidiary has been sued in any Action or received any written communications (including any third-party reports by users) alleging that the any Acquired Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any Action, Order, settlement agreement agreement, or right that restricts in any manner the use, transfer or licensing thereof by the any Acquired Company, any Subsidiary, or that may would reasonably be expected to adversely affect the validity, use or enforceability of any Company Intellectual Property. No Acquired Company has received any written opinion of counsel that any Company Product, Company-Owned Intellectual Property or the operation of the Business, as previously or currently conducted, or as currently proposed to be conducted, infringes, misappropriates or otherwise violates any Third-Party Intellectual Property.

Non-Infringement. To the Knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither . Neither the Company nor any Subsidiary has brought any Action Legal Proceeding for infringement or sent misappropriation of any notices to any third party regarding Company-Owned Intellectual Property. Except as set forth in Schedule 3.10(j) of the foregoing. Neither Company Disclosure Letter, neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The Except as set forth in Schedule 3.10(j) of the Company Disclosure Letter, the operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the Company’s and the Subsidiaries’ use of any product, device, process or service used in the Company’s business Business as previously conducted in the last six years or as currently conducted, currently conducted and as proposed to be conducted by the CompanyCompany and the Subsidiaries, has not, does not and and, to the Knowledge of the Company, will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company or any Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the Company nor any Subsidiary has been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Neither the Company nor any Subsidiary has received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the business of the Company Product is subject to any Actionand the Subsidiaries, Order, settlement agreement as previously or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiarycurrently conducted, or that may affect the validityas currently proposed to be conducted, use infringes or enforceability of misappropriates any Company Third-Party Intellectual Property.

Non-Infringement. To Except as set forth in Section 3.18(j) of the Disclosure Schedule, to the Knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party. Except as set forth in Section 3.18(j) of the Disclosure Schedule, and neither the Company nor any Subsidiary has brought any Action Legal Proceeding for infringement or sent misappropriation of any notices to any third party regarding Company-Owned Intellectual Property. Except as set forth in Section 3.18(j) of the foregoing. Neither Disclosure Schedule, neither the Company nor any Subsidiary has any Liability liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the Company’s and each Subsidiary’s use of any product, device, process or service used in the Company’s business mophie Business as previously conducted, currently conducted and as proposed to be currently conducted by the CompanyCompany and each Subsidiary, has not, does not and will does not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rulesagreement. Except as set forth in Section 3.18(j) of the Disclosure Schedule, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Law of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim). Neither neither the Company nor any Subsidiary has been sued in any Action Legal Proceeding or received any written communications communication (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Except as set forth on Section 3.18(j) of the Disclosure Schedule, no Company-Owned Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Orderorder, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, Company or any Subsidiary, or that may affect the validity, use or enforceability of any Company-Owned Intellectual Property. To the Knowledge of the Company, no Company Intellectual PropertyProperty other than Company-Owned Intellectual Property is subject to any Legal Proceeding, order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Subsidiary, or that may affect the validity, use or enforceability thereof. The Company has not received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the mophie Business by the Company and its Subsidiaries, as previously or currently conducted, infringes or misappropriates any Third-Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary of the Subsidiaries has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Neither the Company nor any of the Subsidiaries has any Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual PropertyProperty or for unfair competition or unfair trade practices under the Applicable Law of any jurisdiction, nor has it received any notice or communication indicating or alleging the same. The operation of the Company’s businessBusiness, as previously or currently conducted by the Company and its Subsidiaries including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the Company’s and any of the Subsidiaries’ use of any product, device, process or service used in the Company’s business Business as previously or currently conducted, or as currently conducted and as proposed to be conducted pursuant to the Roadmap by the CompanyCompany and any of the Subsidiaries, has have not, does do not and will not (A) infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, (B) breach any terms of service, click-through agreement or any other agreement or rulesrules that, policies in each case, legally bind the Company or guidelines its Subsidiaries and are applicable to use of such Third-Party Intellectual Property, and does not or (C) constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the Company nor any Subsidiary of the Subsidiaries has been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has of the Subsidiaries have infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Third-Party Intellectual Property of any other Person or entityProperty. No Company Intellectual Property or Company Product is subject to any Action, Order, settlement agreement Legal Proceeding or right Order that restricts in any manner the use, transfer or licensing thereof by the Company, Company or any Subsidiaryof the Subsidiaries, or that may affect the validity, use or enforceability of any Company Intellectual Property. Neither the Company nor any of the Subsidiaries has received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the business of the Company or any of the Subsidiaries, as previously or currently conducted, or as currently proposed to be conducted by the Company or its Subsidiaries, infringes, misappropriates or otherwise violates any Third-Party Intellectual Property.

Non-Infringement. To The Company Owned Intellectual Property, the Company’s KnowledgeCompany Products and the operation of the business of the Company as currently conducted and as currently proposed to be conducted, there is no unauthorized including the design, development, use, unauthorized disclosureimport, infringementexport, misappropriation licensing, marketing, sale or other violation disposition of any Company-the Company Owned Intellectual Property by and Company Products, do not, have not and will not, infringe or misappropriate the Intellectual Property rights of any third party, and neither Person or constitute unfair competition or trade practices under the Company nor Legal Requirement of any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoingjurisdiction. Neither the Company nor any Subsidiary of its Subsidiaries has received any Liability for infringement, misappropriation, notice from any Person claiming that such operation or other violation of any Third-Party Company Owned Intellectual Property. The operation of the Company’s business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision Property or use of any Company Product infringes or Company-Owned misappropriates the Intellectual Property and (ii) the Company’s use rights of any productPerson, device, process or service used in the Company’s business as previously conducted, currently conducted and as proposed to be conducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute constitutes unfair competition or unfair trade practices under the Law Legal Requirement of any jurisdiction in which or violates the rights of any Person (nor does there exist any basis therefor), and has not received any offer for a license of Intellectual Property, implying that the operation of the Company conducts or its business Subsidiaries or in which any Company Products are manufactured, marketed, distributed, licensed Product infringes or sold (and there is no basis for any such claim)misappropriates the Intellectual Property rights of a third party. Neither the Company nor any Subsidiary of its Subsidiaries has been sued received any opinion of counsel that any Company Owned Intellectual Property, Company Product or the operation of the business of the Company or its Subsidiaries, as previously or currently conducted and as currently proposed by the Company or its Subsidiaries to be conducted, infringes or misappropriates any Intellectual Property rights of any Person. The Company Owned Intellectual Property, the Company Products and the operation of the business of the Company or its Subsidiaries as currently conducted, including the standard use by the Company’s customers of the Company Products in accordance with the published documentation, are and were in compliance with, and have not, do not and will not cause or result in any Action such customer or received user to be in violation of, any written communications (including policies, guidelines, rights, terms of use or guidelines of Google Play, Apple’s App Store, of any third-party reports by users) alleging that network with whom the Company or any Subsidiary has infringed, misappropriatedits Subsidiaries are engaged, or otherwise violated or, by conducting its business, would infringe, misappropriateof any applicable Legal Requirements. No Person is engaging, or otherwise violate has engaged in the past, in any Intellectual Property of any other Person activity that infringes or entity. No misappropriates the Company Owned Intellectual Property or violates the rights of the Company Product is subject therein, nor has it made any claim with respect to any Action, Order, settlement agreement such alleged infringement or right that restricts in misappropriation against any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual PropertyPerson.

Non-Infringement. To the Company’s Knowledgeknowledge of Seller, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any CompanySeller-Owned Intellectual Property by any third party. Since January 1, and neither the Company nor any Subsidiary 2019, Sxxxxx has brought any Action or not sent any notices a notice to any third party regarding alleging infringement or misappropriation of any Intellectual Property relating to the foregoingBusiness. Neither Seller has not brought any Proceeding for infringement or misappropriation of any Seller-Owned Intellectual Property that are currently pending or unresolved. Except as set forth on Schedule 4.6(f) of the Company nor any Subsidiary Disclosure Letter, to the knowledge of Seller, Seller has any no Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual PropertyProperty relating to the Business. The To the knowledge of Seller, the operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or Companythe Seller-Owned Intellectual Property and (ii) the CompanySeller’s use of any product, device, process or service used in the Company’s business Business as previously conducted or currently conducted, currently conducted and as proposed to be conducted by the Company, has not, does not and will does not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property. Since January 1, and does 2019, Seller has not constitute unfair competition or unfair trade practices under the Law of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim). Neither the Company nor any Subsidiary has been sued in any Action Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary Seller has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Seller Intellectual Property or Company Product is subject to any ActionProceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any SubsidiarySeller, or that may affect the validity, use or enforceability of any Company Seller Intellectual Property. Seller has not received any opinion of counsel that any Seller-Owned Intellectual Property or the operation of the Business, as previously or currently conducted, infringes or misappropriates any Third-Party Intellectual Property.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party. Since November 1, and 2015, neither the Company nor any Subsidiary of the Subsidiaries has brought any Action Legal Proceeding for infringement or sent misappropriation of any notices to Company-Owned Intellectual Property at any third party regarding the foregoingtime. Neither Since November 1, 2015, neither the Company nor any Subsidiary of the Subsidiaries has any Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property by the Company or any of the Subsidiaries and (ii) the Company’s or any of the Subsidiaries use of any product, device, process or service used in the Company’s business Business as previously conductedconducted since November 1, currently conducted 2015 and as proposed to be currently conducted by the Company, has not, Company or any of the Subsidiaries does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, Property and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company or any of the Subsidiaries conducts its business or in which the Business and to the knowledge of the Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the Company nor any Subsidiary has of the Subsidiaries have been sued in any Action Legal Proceeding or received any written communications (including any third-party written reports by users) alleging that the Company or any Subsidiary of the Subsidiaries has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, Company or any Subsidiaryof the Subsidiaries, or that may affect the validity, use or enforceability of any Company Company-Owned Intellectual Property.

Non-Infringement. To the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness as presently conducted and as conducted within the one (1) year period prior to the date hereof, including (i) and the design, development, manufacturing, reproductiondistribution, marketing, licensingmanufacture, saleuse, offer for saleimport, importationlicense, distributionor sale of the Current Business Products and functional and discrete components that have been reviewed, provision verified and integrated into the product database of the Business on or use before the Closing Date, do not (and did not at any time within the one (1) year period prior to the date hereof) (i) infringe or misappropriate the Intellectual Property Rights of any Company Product or Company-Owned Intellectual Property and Person, (ii) the Company’s use violate any material term or provision of any productLicense or Contract concerning the Intellectual Property Rights or Technology of any Person, device, process (iii) violate any other term or service used provision of any License or Contract concerning such Intellectual Property Rights or Technology which violation could result in the Company’s termination, or any material alteration or limitation of, such License or Contract or the right to use or exercise rights under such Intellectual Property Rights or Technology, (iv) violate any moral right, right of privacy or right of publicity of any Person, (v) disclose any material confidential information of Seller or any of its Subsidiaries that is not pursuant to a confidentiality agreement, other than such disclosures made to the PTO, other patent offices, standard-setting organizations or otherwise, which disclosures were consistent with the exercise of reasonable business as previously conductedjudgment, currently conducted and as proposed to be conducted (vi) disclose any material third-party confidential information that is protected by a confidentiality agreement, unless such disclosure was authorized by the Companyrelevant third party with the right to permit such disclosure, has not, does not and will not infringe or (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not vii) constitute unfair competition or an unfair trade practice under any Law. Neither Seller nor any of its Subsidiaries nor any of its or their respective employees or Representatives has (x) received from any Person any written notice claiming that any Business Product or the operation of the Business infringes or misappropriates the Intellectual Property Rights of any Person or constitutes unfair competition or trade practices under any Law or (y) in the Law three (3) year period prior to the date hereof, received from any Person and brought to the attention of the legal department of Seller or any jurisdiction in which Company conducts of its business Subsidiaries any written notice of third-party Patent or in which Company Products are manufactured, marketed, distributed, licensed other Intellectual Property Rights relating to the operation of the Business or sold (and there is no basis for any Current Business Product from a putative or potential licensor of such claim)rights. Neither the Company Seller nor any Subsidiary has been sued in of its Subsidiaries has, within the one (1) year period prior to the date hereof, brought or resolved any Action or received Proceeding for infringement of Purchased IP Assets or Exclusively Licensed IP Assets or breach of any written communications (including License or Contract involving Purchased IP Assets or Exclusively Licensed IP Assets against any third-party reports by users) alleging Person. Notwithstanding the foregoing, in no event does Seller represent that operation of the Company Business or any Subsidiary Business Product or Purchased Asset does not infringe any Patents which would necessarily be infringed by an implementation of a required element of a Standard. [****] = Certain confidential information contained in this document, marked by brackets, has infringedbeen omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, misappropriated, or otherwise violated or, by conducting its business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entityas amended. No Company Intellectual Property or Company Product is subject Confidential treatment has been requested with respect to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Propertyomitted portions.

Non-Infringement. To the Company’s KnowledgeKnowledge of the Sellers, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party. Since the Lookback Date, and neither the Company nor any Company Subsidiary has sent a notice to any third party alleging infringement, misappropriation or other violation of any Company-Owned Intellectual Property. Since the Lookback Date, neither the Company nor any Company Subsidiary has brought any Action Legal Proceeding for infringement, misappropriation or sent other violation of any notices to any third party regarding the foregoingCompany-Owned Intellectual Property. Neither the Company nor any Company Subsidiary has any Liability for infringement, misappropriation, misappropriation or other violation of any Third-Party Intellectual Property. The None of (i) the Company Products, (ii) the Company-Owned Intellectual Property nor (iii) the operation of the Company’s business, Business (including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (iiB) the Company’s or any Company Subsidiary’s use of any product, device, process or service used in the Company’s business Business, in each case, as previously conducted, currently conducted and as currently proposed to be conducted by the CompanyCompany or any Company Subsidiary), has notsince the Lookback Date, or currently does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Law of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (Property and there is no basis for any such claim)claims. Neither Since the Lookback Date, neither the Company nor any Company Subsidiary has been sued in a party to any Action Legal Proceeding or received any written or other communications (including any third-party reports by users) alleging that the Company or any Company Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its business, would infringe, misappropriateor otherwise alleging the Company is required to take a license to, or otherwise violate to cease using, any Third-Party Intellectual Property of any other Person or entityProperty. No Company Company-Owned Intellectual Property or Company Product or other Company Intellectual Property, is currently subject to any ActionLegal Proceeding, Order, Order or settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, Company or any Company Subsidiary, or that may affect limits, impairs or otherwise adversely affects the validity, use or enforceability of any Company Intellectual Property. Neither the Company nor any Company Subsidiary has received any written opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the Business, as previously conducted since the Lookback Date, or currently conducted, or as currently proposed to be conducted, infringes, misappropriates or otherwise violates any Third-Party Intellectual Property.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither . Neither the Company nor any Subsidiary has brought any Action Legal Proceeding for infringement or sent misappropriation of any notices to any third party regarding the foregoingCompany-Owned Intellectual Property. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the Company’s and each Subsidiary’s use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted and as proposed to be conducted by the CompanyCompany and each Subsidiary, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which Company or any Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the Company nor any Subsidiary has been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, Company or any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of business of the Company or any Subsidiary, as previously or currently conducted, or as currently proposed to be conducted by the Company or any Subsidiary, infringes or misappropriates any Third-Party Intellectual Property Rights.

Non-Infringement. To the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, (i) No Group Company has brought any Legal Dispute for infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the Property. No Group Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability adjudicated or outstanding (including settlements), but unpaid, liabilities for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The operation of the Company’s businessbusiness of the Company and each of its Subsidiaries, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, modification, performance, display, improvement, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (iiB) the Company’s and each Subsidiary’s use of any product, device, process Process or service used in their business has not in the Company’s business as previously conductedlast six (6) years, currently conducted and as proposed to be conducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducementcontributory infringement and induced infringement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company and any Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed imported, licensed, made available, offered for sale or license or sold (and there is no basis for any such claim)claims. Neither In the last three (3) years, no Group Company nor any Subsidiary has been sued in any Action Legal Dispute or received any written communications (including any third-third party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its their business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Group Company Intellectual Property or Company Product is subject to any ActionLegal Dispute, Order, settlement agreement or right that restricts in any manner material respect the use, transfer or licensing thereof of any Company-Owned Intellectual Property or Company Product by the Company, Company or any Subsidiary, the receipt and/or use of any Company Product by any customer or end user thereof, or that may affect materially adversely affects the validity, use or enforceability of any Company Company-Owned Intellectual Property.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Company Subsidiary has sent a notice to any third party alleging infringement, misappropriation or other violation of any Company-Owned Intellectual Property. Neither the Company nor any Company Subsidiary has brought any Legal Proceeding for infringement, misappropriation or other violation of any Company-Owned Intellectual Property. Neither the Company nor any Company Subsidiary has any Liability for infringement, misappropriation, misappropriation or other violation of any Third-Party Intellectual Property. The None of (i) the Company Products, (ii) the Company-Owned Intellectual Property nor (iii) the operation of the Company’s businessBusiness, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (iiB) the Company’s or any Company Subsidiary’s use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted and as proposed to be conducted by the CompanyCompany or any Company Subsidiary, has nothas, does not and or will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Law of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim). Neither the Company nor any Company Subsidiary has been sued involved in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Company Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entityentity or that requires Company to take a license to, or to refrain from using, any Third-Party Intellectual Property. No Company Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, settlement agreement or right that materially restricts in any manner the use, transfer or licensing thereof by the Company, Company or any Company Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. Neither the Company nor any Company Subsidiary has received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the Business, as previously or currently conducted, or as currently proposed to be conducted, infringes, misappropriates or otherwise violates any Third-Party Intellectual Property.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the . The Company nor any Subsidiary has not brought any Action Legal Proceeding for infringement or sent misappropriation of any notices to any third party regarding the foregoingCompany-Owned Intellectual Property. Neither the The Company nor any Subsidiary has any no Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property; provided that the foregoing representation is made to the Company’s knowledge with respect to patents only. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted and as proposed to be conducted by the Company, has not, does not and will does not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Third Party Intellectual PropertyProperty to which the Company is a party (provided that the foregoing representation is made to the Company’s knowledge with respect to patents only), and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which Company conducts its business Business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and and, to the knowledge of the Company, there is no basis for any such claim)claims. Neither the The Company nor any Subsidiary has not been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Company-Owned Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Company- Intellectual PropertyProperty or any Third Party Intellectual Property exclusively licensed to the Company. Sections 2.9(b) and (j) shall be the only representations or warranties in this Agreement with respect to matters of infringement, misappropriation or other violation of any Third Party Intellectual Property or Intellectual Property Rights, and no other provision in this Agreement will be construed as such.

Non-Infringement. To the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither (i) Neither the Company nor any Subsidiary has brought any Action Legal Proceeding for infringement or sent misappropriation of any notices to any third party regarding the foregoingCompany-Owned Intellectual Property. Neither the Company nor any Subsidiary has any Liability adjudicated or outstanding (including settlements), but unpaid, Liabilities for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (iiB) the Company’s and each Subsidiary’s use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted conducted, and as proposed by the Company to be conducted by the Companyand each Subsidiary, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company and any Subsidiary conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the Company nor any Subsidiary has been sued in any Action Legal Proceeding or received any written communications (including any third-third party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Company-Owned Intellectual Property or Company Product Product, or to the Knowledge of the Company, any Company Intellectual Property, is subject to any ActionLegal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, Company or any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. Neither the Company nor any Subsidiary has received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the business of the Company or any Subsidiary, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the . The Company nor any Subsidiary has brought any Action or not sent any notices a notice to any third party regarding the foregoingalleging infringement, misappropriation or other violation of any Company-Owned Intellectual Property. Neither the The Company nor has not brought any Subsidiary has Legal Proceeding for infringement, misappropriation or other violation of any Company-Owned Intellectual Property. The Company does not have any Liability for infringement, misappropriation, misappropriation or other violation of any Third-Party Intellectual Property. The None of (i) the Company Products, (ii) the Company-Owned Intellectual Property nor (iii) the operation of the Company’s businessBusiness, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (iiB) the Company’s use of any product, device, process or service used in the Company’s business Business as previously conducted, as currently conducted and as currently proposed to be conducted (with respect to any Company Products or as otherwise specifically described in the Product Roadmap) by the Company, has nothas, does not and or will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not nor constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company conducts its business the Business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and and, to the knowledge of the Company, there is no basis for any such claim)claims. Neither the The Company nor any Subsidiary has not been sued involved in any Action Legal Proceeding or received any written or, to the knowledge of the Company, other communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company-Owned Intellectual Property, Company Product, or to the knowledge of the Company, Third-Party Intellectual Property that is licensed to the Company and incorporated into or used in the development of any Company Product Product, is subject to any ActionLegal Proceeding, Order, settlement agreement or similar right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the Business, as previously or currently conducted, or as currently proposed to be conducted, infringes, misappropriates or otherwise violates any Third-Party Intellectual Property.

Non-Infringement. To the knowledge of the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither . The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. The Company has not received any notice or communication indicating or alleging that the Company nor any Subsidiary has brought any Action is infringing or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation of misappropriating any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property Property, and (ii) the Company’s use of any product, device, process or service used in the Company’s business Business as previously conducted, currently conducted and as proposed to be conducted by the Company, has not, does not not, and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company conducts its business the Business or in which Company Products are manufactureddeveloped, marketed, distributed, licensed or sold (and there is no reasonable basis for any such claim)claims. Neither the The Company nor any Subsidiary has not been sued in any Action Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. No Company Company-Owned Intellectual Property or Company Product is subject to any ActionLegal Proceeding, Order, or settlement agreement or right to which the Company is a party, that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may adversely affect the validity, use or enforceability of any Company-Owned Intellectual Property or Company Product. The Company has not received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the Business, as previously or currently conducted, or as currently proposed to be conducted infringes or misappropriates any Third-Party Intellectual Property.

Non-Infringement. To the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness as presently conducted and as conducted within the one (1) year period prior to the date hereof, including (i) and the design, development, manufacturing, reproductiondistribution, marketing, licensingmanufacture, saleuse, offer for saleimport, importationlicense, distributionor sale of the Current Business Products and functional and discrete components that have been reviewed, provision verified and integrated into the product database of the Business on or use before the Closing Date, do not (and did not at any time within the one (1) year period prior to the date hereof) (i) infringe or misappropriate the Intellectual Property Rights of any Company Product or Company-Owned Intellectual Property and Person, (ii) the Company’s use violate any material term or provision of any productLicense or Contract concerning the Intellectual Property Rights or Technology of any Person, device, process (iii) violate any other term or service used provision of any License or Contract concerning such Intellectual Property Rights or Technology which violation could result in the Company’s termination, or any material alteration or limitation of, such License or Contract or the right to use or exercise rights under such Intellectual Property Rights or Technology, (iv) violate any moral right, right of privacy or right of publicity of any Person, (v) disclose any material confidential information of Seller or any of its Subsidiaries that is not pursuant to a confidentiality agreement, other than such disclosures made to the PTO, other patent offices, standard-setting organizations or otherwise, which disclosures were consistent with the exercise of reasonable business as previously conductedjudgment, currently conducted and as proposed to be conducted (vi) disclose any material third-party confidential information that is protected by a confidentiality agreement, unless such disclosure was authorized by the Companyrelevant third party with the right to permit such disclosure, has not, does not and will not infringe or (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not vii) constitute unfair competition or an unfair trade practice under any Law. Neither Seller nor any of its Subsidiaries nor any of its or their respective employees or Representatives has (x) received from any Person any written notice claiming that any Business Product or the operation of the Business infringes or misappropriates the Intellectual Property Rights of any Person or constitutes unfair competition or trade practices under any Law or (y) in the Law three (3) year period prior to the date hereof, received from any Person and brought to the attention of the legal department of Seller or any jurisdiction in which Company conducts of its business Subsidiaries any written notice of third-party Patent or in which Company Products are manufactured, marketed, distributed, licensed other Intellectual Property Rights relating to the operation of the Business or sold (and there is no basis for any Current Business Product from a putative or potential licensor of such claim)rights. Neither the Company Seller nor any Subsidiary has been sued in of its Subsidiaries has, within the one (1) year period prior to the date hereof, brought or resolved any Action or received Proceeding for infringement of Purchased IP Assets or Exclusively Licensed IP Assets or breach of any written communications (including License or Contract involving Purchased IP Assets or Exclusively Licensed IP Assets against any third-party reports by users) alleging Person. Notwithstanding the foregoing, in no event does Seller represent that operation of the Company Business or any Subsidiary has infringed, misappropriated, Business Product or otherwise violated or, Purchased Asset does not infringe any Patents which would necessarily be infringed by conducting its business, would infringe, misappropriate, or otherwise violate any Intellectual Property an implementation of any other Person or entity. No Company Intellectual Property or Company Product is subject to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability a required element of any Company Intellectual Propertya Standard.

Non-Infringement. To The Companies have not (i) to the Company’s KnowledgeKnowledge of the Companies, there is no unauthorized useinfringed, unauthorized disclosure, infringement, misappropriation (ii) misappropriated or other violation (iii) otherwise violated any Intellectual Property Right of any Company-Owned Intellectual Property by any third party, and neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation of any Third-Party Intellectual PropertyPerson. The operation of the Company’s business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or use of any Company Product or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business Businesses as previously conducted, currently conducted and or as proposed to be conducted by the Company, has not, does not and to the Knowledge of the Companies, will not infringe (directly or indirectly1) violate, including via contribution or inducement)infringe, misappropriate or otherwise violate unlawfully use any Third-Party Intellectual PropertyProperty Right of any third party, breach (2) constitute any terms contributory infringement of serviceor inducement to infringe, click-through agreement misappropriate or unlawfully use any other agreement Intellectual Property Right of any third party, or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not (3) constitute unfair competition or unfair trade practices under the Law laws of any jurisdiction in which Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there jurisdiction. There is no substantial basis for any such claim). Neither the Company nor any Subsidiary has been sued in any Action or received any written communications (including any third-party reports by users) alleging a claim that the Company operation of the business of the Companies (A) is violating, infringing, misappropriating or unlawfully using or has violated, infringed on, misappropriated or unlawfully used any Subsidiary Intellectual Property Right of a third party, (B) constitutes or has infringed, misappropriated, or otherwise violated or, by conducting its business, would will constitute any contributory infringement of or inducement to infringe, misappropriate, misappropriate or otherwise violate unlawfully use any Intellectual Property of any other Person third party, or entity(C) constitutes or has or will constitute unfair competition or unfair trade practices under the laws of any jurisdiction; provided, however, that the representations in this sentence, to the extent applicable to infringement (including contributory infringement and inducement to infringe) are to the to the Knowledge of the Companies. No Company infringement, misappropriation or similar claim or Proceeding is pending or, to the Knowledge of the Companies threatened in writing, against either of the Companies or any Person who may be entitled to be indemnified or reimbursed by either of the Companies to such claim or Proceeding. The Companies have not received any written notice or other written communication relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property or Company Product is subject to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability Right of any Company Intellectual Propertyanother Person.

Non-Infringement. To the knowledge of the Company’s Knowledge, there neither is no nor has been any unauthorized use, unauthorized disclosure, infringement, infringement or misappropriation or other violation of any Company-Owned Intellectual Property by any third party, and neither including any current or former employee, consultant, advisor or independent contractor. There has been no Legal Proceeding brought by the Company nor or another Person relating to infringement or misappropriation of any Subsidiary Company-Owned Intellectual Property. The Company has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any no Liability for infringement, misappropriation, infringement or other violation misappropriation of any Third-Party Intellectual Property. The operation of the Company’s businessBusiness, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision or and/or use of any Company Product or and/or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Company’s business as previously conducted, currently conducted and as proposed to be conducted by the CompanyBusiness, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement service or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold (and there is no basis for any such claim)claims. Neither the The Company nor any Subsidiary has been sued in any Action or not received any written communications (including any third-party reports by userscustomers) alleging that the Company or has been sued in any Subsidiary has Legal Proceeding, infringed, misappropriated, or otherwise violated or, by conducting its businessthe Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other Person or entity. The Company has not received any invitations or demands from third parties for the Company to license or purchase any third-party patents or patent applications. No Company Company-Owned Intellectual Property or Company Product or to the knowledge of the Company, Third-Party Intellectual Property that is licensed to the Company is subject to any ActionLegal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights.