Common use of Other Intellectual Property Agreements Clause in Contracts

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither the Company nor any Subsidiary is (nor will they be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company (as a wholly owned subsidiary of Buyer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any Subsidiary.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registeredregistered with the relevant intellectual property authority; (ii) neither the Company nor any Subsidiary is not (nor or will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), ) in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company Surviving Corporation (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property;; and (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable licenses (other than sufficient for causethe conduct of the Business) licenses to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any Subsidiary.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement The Company is valid not (and subsisting and has, where required, been duly recorded or registered; (ii) neither the Company nor any Subsidiary is (nor will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions transactions contemplated by this Agreement will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations obligations, or remedies with respect to any material Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iiiii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after At the Closing, the Company Surviving Corporation (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which the Company or any Subsidiary would otherwise be required to pay; (viii) to To the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (viiv) no No Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Third Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (viiv) none None of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viiivi) none None of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (xvii) The Company has no third party that has licensed obligation under any Company Intellectual Property Rights Agreement or other Contract to provide or pay to any advertisers, agencies, or other customers any refunds, credits, or “make good” impressions or inventory, and Schedule 2.9(k)(vii) of the Company Disclosure Letter includes a complete and accurate list as of the date hereof of all unpaid commissions or any Subsidiary has ownership or license rights to improvements or derivative works made revenue share payments that are payable by the Company or to any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any Subsidiarypublishers.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting in force and has, where requiredrequired under applicable laws, been duly recorded or registered; (ii) neither the no Group Company nor any Subsidiary is (nor and no Group Company will they be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in material breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Group Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in material breach thereof; (iv) at and after the Closing, the Company Group Companies (as a wholly owned subsidiary subsidiaries of BuyerPurchaser) will be permitted to exercise all of the Company’s and each Subsidiary’s Group Companies’ rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary Group Companies would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the any Group Company or any Subsidiary would otherwise be required to paypay under the terms of such Intellectual Property Agreements; (v) to the knowledge Company has not received any written notice of the Company, there are no any disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the any Group Company or any Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the any Group Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Subsidiary that is material to the conduct of the Business as currently conducted has ownership or license rights to improvements or derivative works made by the any Group Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the such Group Company, where such Group Company does not have rights to use or any Subsidiarypractice such improvements or derivative works.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither the Company nor any Subsidiary is not (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company Surviving Corporation (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope or validity of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any SubsidiaryCompany.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) i. each such agreement is valid valid, enforceable and subsisting and has, where required, been duly recorded or registeredsubsisting; (ii) . neither the Company nor any Subsidiary is (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any material Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to (or increase in royalties or other amounts payable under) any material Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any material Company Intellectual Property Agreement the right to do any of the foregoing; (iii) . to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) . at and after the Closing, the Company Surviving Corporation (as a wholly owned subsidiary of BuyerAcquirer) and each Subsidiary will be permitted to exercise all of the Company’s and each or Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any such Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any such Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, v. there are no disputes or Legal Proceedings (pending or or, to the knowledge of the Company, threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) . no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in or with any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) . none of the Company Intellectual Property Agreements grants any third party Person exclusive rights to or under any Company Company-Owned Intellectual Property; (viii) . none of the Company Intellectual Property Agreements grants any third party Person the right to sublicense any Company Company-Owned Intellectual Property; ix. none of the Company Intellectual Property Agreements assign title or ownership of any Company-Owned Intellectual Property from the Company or any Subsidiary to any Person; x. none of the Company Intellectual Property Agreements restricts the Company or any Subsidiary from enforcing any Company-Owned Intellectual Property (ix) excluding “shrink wrap” and similar generally available commercial endother than non-user licenses to software or services, exclusive licenses); xi. the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) written licenses to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) xii. no third party Person that has licensed Third-Party Intellectual Property Rights to the Company or any Subsidiary has ownership or exclusive license rights to improvements or derivative works made by the Company or any Subsidiary in the such Third-Party Intellectual Property that has been licensed to the Company or any Subsidiary.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither the Company nor any Subsidiary is not (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company (as a direct or indirect wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any SubsidiaryCompany.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements, and without limiting the representations in Section 3.9(k) hereof: (i) each Each such agreement is valid and subsisting and has, where requiredrequired by applicable Law, been duly recorded or registered; (ii) neither the The Company nor any Subsidiary is not (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), ) in breach of any Company Intellectual Property Agreement and the consummation of the Transactions Sale will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to To the knowledge Knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at At and after the Closing, the Company (as a wholly owned subsidiary of BuyerParent) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions Sale not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) There are no Actions pending or, to the knowledge Knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) threatened regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none None of the Company Intellectual Property Agreements grants any third third-party exclusive rights to or under any Company Company-Owned Intellectual Property; (viiivii) none None of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Company-Owned Intellectual Property; (ixviii) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the The Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses (sufficient for the conduct of its business as currently conducted) to all Third-Party Intellectual Property (other than Open Source Software) that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (xix) no No third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any SubsidiaryCompany.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements, and without limiting the representations in Section 3.9(k) hereof: (i) each Each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither Neither the Company nor any Subsidiary is (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to To the knowledge Knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at At and after the Closing, the Company Surviving Corporation (as a wholly owned subsidiary of BuyerParent) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there There are no disputes or Legal Proceedings Actions (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no No Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none None of the Company Intellectual Property Agreements or any other Contract to which the Company or any subsidiary is a party or is otherwise bound grants any third party exclusive rights to or under any Company Company-Owned Intellectual Property; (viii) none None of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Company-Owned Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user Other than licenses to software or servicesgranted in Open Source Materials, the Company and each Subsidiary has or its Subsidiaries have obtained valid, written, perpetual, non-terminable (other than for cause) licenses (sufficient for the conduct of its business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary of its Subsidiaries with any of the Company Products; and (x) no No third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any Subsidiary, as applicable.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither Neither the Company nor any the Israeli Subsidiary is (nor and will they be as a result of the execution and delivery or effectiveness of this Agreement or the other Transaction Documents to which the Company is a party or the performance of the Company’s and any Subsidiary’s obligations under this AgreementAgreement or the other Transaction Documents to which the Company is a party), in breach of any Company Intellectual Property Agreement Agreement, and the consummation of the Transactions transactions contemplated by this Agreement and the other Transaction Documents will not result in a contractual trigger that would give rise to the modification, cancellation, termination, suspension of, or acceleration of any paymentspayments (including any right or requirement of the payment of any additional amounts or consideration), rights, obligations obligations, or remedies with respect to any material Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iiiii) to To the knowledge Knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company (as a wholly owned subsidiary of Buyer) will be permitted to exercise all of the Company’s and each Israeli Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any the Israeli Subsidiary thereunder; (viiii) no No Company Intellectual Property Agreement requires the Company or any the Israeli Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (viiiv) Other than as referred to in Schedule 2.9(k)(iv) of the Company Disclosure Letter, none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Owned Intellectual Property; (viiiv) none None of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Owned Intellectual PropertyProperty other than pursuant to such an agreement substantially similar to those that have been reviewed by Buyer’s legal department in respect of the Company or the Israeli Subsidiary; (ixvi) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, Each of the Company and each the Israeli Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, used in, integrated or bundled by the Company or any the Israeli Subsidiary with any of the Company Products; and , the only exceptions to which with respect to being perpetual, non-terminable (xother than for cause) no third party are those that has licensed Intellectual Property Rights to been reviewed by Buyer’s legal department in respect of the Company or any the Israeli Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the and Contracts for Third-Party Intellectual Property that is generally, commercially available software and (i) is not material to, or can be replaced with commercially reasonable efforts on materially similar terms by, the Israeli Subsidiary; (ii) has not been modified or customized, other than in an immaterial manner for the Israeli Subsidiary; and (iii) is licensed to the Company or any Subsidiary.for an annual fee under $10,000; and

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither the Company nor any Subsidiary is not (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company Final Surviving Corporation (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property, other than rights to sublicense to (A) end users of the Company Products and (B) contractors and distributors exercising rights on behalf of the wireless carriers and handset providers with which the Company has entered into Company Intellectual Property Agreements in the ordinary course of business; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable licenses (other than sufficient for causethe conduct of the Business) licenses to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any SubsidiaryCompany.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registered;registered; (ii) neither the Company nor any Subsidiary is not (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-non­ Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing;foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof;thereof; (iv) at and after the Closing, the Company Final Surviving Corporation (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay;pay; (v) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder;thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Third­ Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product;Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property;Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property;, other than rights to sublicense to (A) end users of the Company Products and (B) contractors and distributors exercising rights on behalf of the wireless carriers and handset providers with which the Company has entered into Company Intellectual Property Agreements in the ordinary course of business; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable licenses (other than sufficient for causethe conduct of the Business) licenses to all Third-Party Third­Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Third­Party Intellectual Property that has been licensed to the Company or any SubsidiaryCompany.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each Each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither the The Company nor any Subsidiary is not (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to To the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at At and after the Closing, the Company Final Surviving Entity (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to To the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no No Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none None of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Company-Owned Intellectual Property; (viii) none None of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the The Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (by such third party) (other than for cause) licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) no No third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any SubsidiaryCompany.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property AgreementsAgreements that are material to the Business: (i) each Each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither Except as provided is Section 2.9(l)(ii) of the Disclosure Schedule, the Company nor any Subsidiary is not (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), ) in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at At and after immediately following the Closing, except as provided is Section 2.9(l)(iii) of the Company Disclosure Schedule, the Surviving Corporation (as a wholly wholly-owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (viv) to To the knowledge Knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (viv) Except as set forth on Section 2.9(l)(v), no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (viivi) none None of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viiivii) Except as set forth in Section 2.9(l)(vii) of the Disclosure Schedule, none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ixviii) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the The Company and each Subsidiary has obtained valid, written, perpetual, non-terminable licenses (other than sufficient for causethe conduct of the Business) licenses to all Third-Party Intellectual Property that is displayed on, incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (xix) no No third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any Subsidiary.Company

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement The Company is valid not (and subsisting and has, where required, been duly recorded or registered; (ii) neither the Company nor any Subsidiary is (nor will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in material breach of any Company Intellectual Property Agreement and the consummation of the Transactions transactions contemplated by this Agreement will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations obligations, or remedies with respect to any material Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iiiii) to the knowledge of Immediately following Closing, Purchaser (through the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company (as a wholly owned subsidiary of Buyer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which the Company or any Subsidiary would otherwise be required to pay; (viii) to the knowledge of the Company, there There are no unresolved disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (viiv) no No Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Third Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (viiv) none None of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viiivi) none None of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ixvii) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the The Company and each Subsidiary has obtained valid, written, perpetual, perpetual non-terminable (other than for cause) licenses (sufficient for the conduct of the Business) to all Third-Third Party Intellectual Property and for all Intellectual Property of another Person, included in the Third Party Intellectual Property, that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company ProductsProducts or otherwise offered or made available by the Company, and such licenses are listed in Section 2.9(m)(vii) of the Company Disclosure Letter; and (xviii) no No third party that has licensed Intellectual Property Rights to the Company or any the Israeli Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any the Israeli Subsidiary in the Third-Third Party Intellectual Property that has been licensed to the Company or any the Israeli Subsidiary.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements, and without limiting the representations in Section 3.19(k) hereof: (i) each Each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither Neither the Company nor any Subsidiary of its Subsidiaries is (nor will they be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement or any Off-the-Shelf License, and the consummation of the Transactions Transaction Documents will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property AgreementsAgreements or any Off-the-Shelf License, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement or any Off-the-Shelf License the right to do any of the foregoing; (iii) to To the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at At and after the Closing, the Company (as a wholly owned subsidiary of Buyer) Acquiror will be permitted to exercise all of the Company’s and each Subsidiary’s its Subsidiaries’ rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary and its Subsidiaries would have been able to had the Transactions this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to paypayments; (v) to the knowledge of the Company, there There are no disputes or Legal Proceedings Actions (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements Agreements, including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none None of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Company-Owned Intellectual Property; (viiivii) none None of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Company-Owned Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any Subsidiary.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither the Company nor any Subsidiary is not (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), ) in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Company-Owned Intellectual Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Company-Owned Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and; (x) no third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company; and (xi) none of the Company Intellectual Property Agreements requires the Company to indemnify, defend, hold harmless or reimburse any Subsidiaryother Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim (other than indemnification provisions in the standard form Company User Agreement).

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registeredregistered with the relevant intellectual property authority; (ii) neither To the knowledge of the Company, no Acquired Company nor any Subsidiary is (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), ) in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company each Acquired Companies (as a wholly owned subsidiary Subsidiaries of BuyerParent) will be permitted to exercise all of the Acquired Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Acquired Company or any Subsidiary would have been able to to, had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Acquired Company or any Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there are no disputes or Legal Proceedings Actions (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the any Acquired Company or any Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Subsidiary Acquired Companies to include any Third-Party Intellectual Property (except for Open Source Materials) in any Company Product Products or obtain any Person’s approval of any Company Product Products at any stage of development, licensing, distribution or sale of that the Company ProductProducts; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Company-Owned Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has Acquired Companies have obtained valid, written, perpetual, non-terminable licenses (other than sufficient for causethe conduct of the Business) licenses to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the any Acquired Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the any Acquired Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any SubsidiaryAcquired Company.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where requiredrequired to give effect to the purpose of the agreement, been duly recorded or registeredregistered with the relevant Government Entity; (ii) neither Neither the Company nor any Company Subsidiary is (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), ) in breach of any such Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any such Company Intellectual Property Agreements, or give any non-Company or non-Company Subsidiary party to any such Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any such Company Intellectual Property Agreement is in breach thereof; (iv) except as set forth on Schedule 2.3(b) of the Company Disclosure Letter, at and after the Closing, the Company (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each or any Company Subsidiary’s rights under the such Company Intellectual Property Agreements to the same extent the Company or any Company Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Company Subsidiary would otherwise be required to pay;; and (v) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any such Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Company Subsidiary thereunder;. (vi) no Company Intellectual Property Agreement requires the Company or any Company Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Company Subsidiary with any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been Products is validly licensed to the Company or any SubsidiaryCompany.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither the Company nor or any Subsidiary is are not (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company First Step Surviving Corporation (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each or any of its Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any such Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Company-Owned Intellectual Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has its Subsidiaries have obtained valid, written, perpetual, non-terminable (by the licensing party, other than for cause) licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any Subsidiary.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither the Company nor any Company Subsidiary is (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Surviving Company (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Company Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Company Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Company Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Company Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Company Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any Company Subsidiary.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither the Company nor any Subsidiary is (nor will they be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company Final Surviving Entity (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any Subsidiary.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each Each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither Neither the Company nor any Subsidiary is (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to To the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at At and after the Closing, the Company First Step Surviving Corporation and the Final Surviving Entity (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to To the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no No Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none None of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viii) none None of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the The Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses (sufficient for the conduct of the Business as currently conducted) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) no No third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any Subsidiary.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements, and without limiting the representations in Section 3.9(k) hereof: (i) each Each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither Neither the Company nor any Subsidiary is (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to To the knowledge Knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at At and immediately after the Closing, the Company (as a wholly owned subsidiary of BuyerPurchaser) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there There are no disputes or Legal Proceedings Actions (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no No Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none None of the Company Intellectual Property Agreements or any other Contract to which the Company or any Subsidiary is a party or otherwise bound grants any third party exclusive rights to or under any Company Company-Owned Intellectual Property; (viii) none of the The Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has its Subsidiaries have obtained valid, written, perpetual, non-terminable written licenses (other than sufficient for causethe conduct of its business) licenses to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with into any of the Company Products; and (xix) no No third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any Subsidiary, as applicable, that is material to the business of the Company or which are incorporated into, or used in the development, manufacturing, testing, distribution, maintenance, or support of Company Products.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements, in addition and not in lieu of the representations and warranties set forth in Section 2.17: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither the Company nor any Subsidiary is (nor will they be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company Surviving Entity (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s the Subsidiaries’ rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary and the Subsidiaries would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary of the Subsidiaries would otherwise be required to pay; (vii) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or to the Knowledge of the Company, threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary of the Subsidiaries thereunder; (viiii) no Company Intellectual Property Agreement requires the Company or any Subsidiary of the Subsidiaries to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (viiiv) none of the Company Intellectual Property Agreements grants grant any third party other Person exclusive rights to or under any Company Intellectual Property; (viiiv) none of the Company Intellectual Property Agreements grants grant any third party other Person the right to sublicense any Company Intellectual Property; (ixvi) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has the Subsidiaries have obtained valid, written, perpetual, non-terminable (other than for cause) licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary of the Subsidiaries with any of the Company Products; and; (xvii) no third party other Person that has licensed Intellectual Property Rights to the Company or any Subsidiary of the Subsidiaries has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary of the Subsidiaries in the Third-Party Intellectual Property that has been licensed to the Company or any Subsidiaryof the Subsidiaries; and (viii) neither the Company nor any of the Subsidiaries is obligated to pay any royalties or other payments to other Persons with respect to the marketing, sale, distribution, manufacture, license or use of any Company Products or Company-Owned Intellectual Property or any other property or rights.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registeredregistered with the relevant intellectual property authority; (ii) neither the The Company nor any Subsidiary is not (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), ) in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company Surviving Corporation (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or or, to the knowledge of the Company, threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Company-Owned Intellectual Property;; and (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetualperpetual (or renewable in perpetuity at the Company’s option), non-terminable (other than for cause) licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated into or bundled by the Company or any Subsidiary distributed with any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any Subsidiary.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements, except as set forth on Schedule 2.10(m) of the Company Disclosure Letter: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registeredregistered with the relevant intellectual property authority; (ii) neither Neither the Company nor any Company Subsidiary is (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), ) in breach of any Company Intellectual Property Agreement and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Company Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company (as a wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each or any Company Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Company Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Company Subsidiary would otherwise be required to pay; (v) there are no Legal Proceedings or, to the knowledge of the Company, there are no any disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Company Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Company Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Company Subsidiary with any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Company Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Company Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any Company Subsidiary.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, been duly recorded or registered; (ii) neither Neither the Company nor any Subsidiary is (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Transactions transactions contemplated by this Agreement will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies payments with respect to any material Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iiiii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after At the Closing, the Company Surviving Corporation (as a wholly wholly-owned subsidiary of Buyerby Acquiror) will be permitted to exercise all of the Company’s and each any Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to able, had the Transactions transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which the Company or any Subsidiary would otherwise be required to pay; (viii) to the knowledge of To the Company’s knowledge, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (viiv) no No Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Third Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (viiv) none None of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viiivi) none None of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ixvii) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, Each of the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable by such third party (other than for cause) licenses (sufficient for the conduct of the Company’s business) to all Third-Third Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; andProducts that are licensed to third parties on a perpetual, nonterminable basis; (xviii) no No third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Third Party Intellectual Property that has been licensed to the Company or any Subsidiary.

Other Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements: (i) each Each such agreement is valid and subsisting and has, where requiredrequired of the Company, been duly recorded or registered; (ii) neither Except as set forth in Section 2.12(m)(ii) of the Disclosure Schedule, the Company nor any Subsidiary is not (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), in breach of any Company Intellectual Property Agreement and the consummation of the Contemplated Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations obligations, or remedies with respect to any Company Intellectual Property Agreements, or give any non-non- Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to To the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at At and after immediately following the Closing, the Company (as a wholly owned subsidiary of Buyer) will be permitted to continue to exercise all of the Company’s and each Subsidiary’s its rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions transactions under this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) There are no disputes or private or governmental action, inquiry, claim, proceeding, suit, hearing, litigation, audit or investigation, in each case whether civil, criminal, administrative, judicial or investigative, or any appeal therefrom, in each case by or before any governmental entity or arbitrator (“Legal Proceeding”) pending or, to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) , regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements such agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no No Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none None of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Intellectual Property; (viii) none None of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the The Company and each Subsidiary has obtained valid, written, perpetual, non-terminable (other than for cause) licenses (sufficient for the conduct of the Business) to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company or any Subsidiary with any of the Company Products; and (x) no No third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any SubsidiaryCompany.

Other Intellectual Property Agreements. With Except as set forth in Schedule 2.2(l), with respect to the Company Intellectual Property Agreements: (i) each such agreement is valid and subsisting and has, where required, under Applicable Laws, been duly recorded or registered; (ii) neither the Company nor any Subsidiary is not (nor and will they not be as a result of the execution and delivery or effectiveness of this Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), ) in breach of any Company Intellectual Property Agreement Agreement, and the consummation of the Transactions will not result in the modification, cancellation, termination, suspension of, or acceleration of any payments, rights, obligations or remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing; (iii) to the knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof; (iv) at and after the Closing, the Company (as a direct or indirect wholly owned subsidiary of BuyerAcquirer) will be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Company Intellectual Property Agreements to the same extent the Company or any Subsidiary would have been able to had the Transactions not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company or any Subsidiary would otherwise be required to pay; (v) to the knowledge of the Company, there are no disputes or Legal Proceedings (pending or threatened) regarding the scope of any Company Intellectual Property Agreements, or performance under any Company Intellectual Property Agreements including with respect to any payments to be made or received by the Company or any Subsidiary thereunder; (vi) no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of any Company Product at any stage of development, licensing, distribution or sale of that Company Product; (vii) none of the Company Intellectual Property Agreements grants any third party exclusive rights to or under any Company Company-Owned Intellectual Property; (viii) none of the Company Intellectual Property Agreements grants any third party the right to sublicense any Company Company-Owned Intellectual Property; (ix) excluding “shrink wrap” and similar generally available commercial end-user licenses to software or services, the Company and each Subsidiary has obtained valid, written, perpetual, non-terminable valid rights (other than sufficient for causethe conduct of the Business) licenses to all Third-Party Intellectual Property that is incorporated into, integrated or bundled by the Company with, or any Subsidiary with used to provide, any of the Company Products; and (x) no third party that has licensed Intellectual Property Rights to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Third-Party Intellectual Property that has been licensed to the Company or any SubsidiaryCompany.