Common use of Ownership; Infringement Clause in Contracts

Ownership; Infringement. Except as set forth on Schedule 4.10(b), (i) the Company, solely and exclusively, owns and possesses all right, title and interest in and to, or in the alternative which will be identified as such on Schedule 4.10(b), has a valid and enforceable right to use the Proprietary Rights described or required to be described on Schedule 4.10(a), free and clear of all Liens, and no claim by any third party contesting the validity, enforceability, use or ownership of any of the foregoing has been made, is currently outstanding or, to the Company’s or any Majority Stockholder’s Knowledge, is threatened, (ii) no loss, expiration or claim challenging the validity or enforceability of any Proprietary Right is pending, reasonably foreseeable or, to the Company’s or any Majority Stockholder’s Knowledge, threatened, (iii) the Company has not received any notice of, and neither the Company nor any Majority Stockholder is aware of any fact which indicates a likelihood of any infringement, violation, dilution or misappropriation by, or any conflict with, any third Person with respect to any Proprietary Right, including any demand or request that the Company license rights from a third Person, (iv) to the Company’s and Majority Stockholders’ Knowledge, the practice of any patents or methods comprising the Proprietary Rights do not infringe, dilute, violate or misappropriate the Proprietary Rights of any third person in the jurisdiction where the Business is presently conducted or any jurisdiction where the Business is anticipated to be conducted, (v) the Company has not infringed, violated, diluted, misappropriated or otherwise violated any Proprietary Rights of any third Person and no Majority Stockholder nor the Company has Knowledge of any infringement, misappropriation, violation or dilution which will occur as a result of the continued operation of the Business, anticipated operation of the Business or the consummation of the transactions contemplated by this Agreement and the other documents contemplated hereunder, and (vi) all of the Company’s rights in and to such Proprietary Rights are freely assignable by the Company, including the right to create derivative works.

Ownership; Infringement. Except as set forth on Schedule 4.10(b), (i) the The Company, solely and exclusively, owns and possesses all right, title and interest in and to, or in the alternative which will be identified as described as such on Disclosure Schedule 4.10(b), has a valid and enforceable right to use the Proprietary Rights Intellectual Property described or required to be described on Disclosure Schedule 4.10(a), free and clear of all Liens, and no claim by any third party third‑party Person contesting the validity, enforceability, use or ownership of any of the foregoing has been made, to any Member or the Company is currently outstanding or, to the Company’s or any Majority Stockholder’s Knowledge, is threatened, (ii) no loss, expiration or claim challenging the validity or enforceability of any Proprietary Right Intellectual Property is pending, reasonably foreseeable or, to the Company’s pending or any Majority Stockholder’s Knowledge, threatened, (iii) the Company has not received any written notice of, and neither the Company nor any Majority Stockholder Member is aware of any fact facts which indicates indicate a likelihood of any infringement, violation, dilution or misappropriation by, or any conflict with, any third third‑party Person with respect to any Proprietary RightIntellectual Property, including any demand or request that the Company license rights from a third third‑party Person, (iv) to the Company’s and Majority Stockholders’ Knowledge, the practice of any patents or methods comprising the Proprietary Rights Intellectual Property owned by the Company do not infringe, dilute, violate or misappropriate the Proprietary Rights Intellectual Property of any third person third‑party Person in the jurisdiction where the Business is presently conducted or any jurisdiction where the Business is anticipated to be conducted, (v) the Company has not, and is not infringedpresently, violatedinfringing, dilutedviolating, misappropriated diluting, misappropriating, or otherwise violated violating any Proprietary Rights Intellectual Property of any third Person third‑party Person, and no Majority Stockholder nor the Company has Knowledge of any infringement, misappropriation, violation violation, or dilution which will occur as a result of the continued operation of the Business, anticipated operation of the Business or the consummation of the transactions contemplated by this Agreement and the other documents contemplated hereunderTransaction Documents, and (vi) all of the Company’s rights in and to such Proprietary Rights owned Intellectual Property are freely assignable by the Company, including including, without limitation, the right to create derivative works. Neither the execution, delivery, nor performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of, or payment of any additional amounts with respect to, or require the consent of any other Person in respect of, the right to own or use any Intellectual Property.

Ownership; Infringement. Except as set forth on Schedule 4.10(b5.19(a), (i) the Companyeach Company exclusively owns, solely free and exclusively, owns and possesses all right, title and interest in and to, clear of any Liens or in the alternative which will be identified as such on Schedule 4.10(b), has a valid and enforceable right written license to use the Business Proprietary Rights described or required to be described on Schedule 4.10(a)Rights, free and clear of all Liens, and (i) no claim Action by any third party contesting the validity, enforceability, use or ownership of any of the foregoing has been made, is currently outstanding or, to the either Company’s or any Majority Stockholder’s Knowledgeknowledge, is threatened, (ii) no loss, expiration or claim other Action challenging the validity or enforceability of any Owned Proprietary Right is pending, reasonably foreseeable or, to the either Company’s knowledge, or any Majority Stockholder’s Knowledge, threatened, (iii) the neither Company has not received any notice ofnotice, and neither the nor does either Company nor any Majority Stockholder is aware have knowledge, of any fact which indicates indicate a likelihood of any infringement, violation, dilution or misappropriation by, or any conflict with, any third Person with respect to any Business Proprietary Right, including any demand or unsolicited request that the either Company license licenses rights from a third Person, (iv) to the Company’s and Majority Stockholders’ Knowledge, conduct of the practice of any patents or methods comprising the Proprietary Rights do Business does not infringe, dilute, violate or misappropriate the Proprietary Rights of any third person in the jurisdiction where the Business is presently conducted or any jurisdiction where the Business is anticipated to be conductedPerson, (v) the neither Company has not infringed, violated, diluted, misappropriated or otherwise violated any Proprietary Rights of any third Person Person, and no Majority Stockholder nor the neither Company has Knowledge any knowledge of any infringement, misappropriation, violation or dilution on the part of Company which will occur as a result of the continued operation of the Business, anticipated operation of the Business or the consummation of the transactions contemplated by this Agreement and the other documents contemplated hereunderany Transaction Document, and (vi) except as set forth on Schedule 5.19(b), all of the Company’s rights of either Company in and to such Business Proprietary Rights are freely assignable by the such Company, including the right to create derivative works.

Ownership; Infringement. Except as set forth on Schedule 4.10(b), (i) the Company, solely and exclusively, owns and possesses all right, title and interest in and to, or in the alternative which will be identified as described as such on Schedule 4.10(b), has a valid and enforceable right to use the Proprietary Rights Intellectual Property described or required to be described on Schedule 4.10(a), free and clear of all Liens, and no claim by any third third-party Person contesting the validity, enforceability, use or ownership of any of the foregoing has been mademade in writing of any Member or the Company, is currently outstanding or, to the Company’s or any Majority Stockholder’s Knowledge, is threatened, (ii) no loss, expiration or claim challenging the validity or enforceability of any Proprietary Right Intellectual Property is pending, reasonably foreseeable or, to the Company’s pending or any Majority Stockholder’s Knowledge, threatened, (iii) the Company has not received any written notice of, and neither the Company nor any Majority Stockholder Member is aware of any fact facts which indicates indicate a likelihood of any infringement, violation, dilution or misappropriation by, or any conflict with, any third third-party Person with respect to any Proprietary RightIntellectual Property, including any demand or request that the Company license rights from a third third-party Person, (iv) to the Company’s and Majority Stockholders’ Knowledge, the practice of any patents or methods comprising the Proprietary Rights Intellectual Property owned by the Company do not infringe, dilute, violate or misappropriate the Proprietary Rights Intellectual Property of any third person third-party Person in the jurisdiction where the Business is presently conducted or any jurisdiction where the Business is anticipated to be conducted, (v) the Company has not infringed, violated, diluted, misappropriated or otherwise violated violated, the Company is not presently infringing, violating, diluting, misappropriating or otherwise violating, any Proprietary Rights Intellectual Property of any third Person and third-party Person, no Majority Stockholder nor the Company has Knowledge of any infringement, misappropriation, violation or dilution which will occur as a result of the continued operation of the Business, anticipated operation of the Business or the consummation of the transactions contemplated by this Agreement and the other documents contemplated hereunderTransaction Documents, and (vi) except as set forth on Schedule 4.4, all of the Company’s rights in and to such Proprietary Rights owned Intellectual Property are freely assignable by the Company, including including, without limitation, the right to create derivative works. Neither the execution, delivery, nor performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of, or payment of any additional amounts with respect to, or require the consent of any other Person in respect of, the Company’s right to own or use any Intellectual Property.

Ownership; Infringement. Except as set forth on the attached Schedule 4.10(b), 2.12(b): (i) taken together, the Company, solely Companies own and exclusively, owns and possesses possess all right, title and interest in and to, or in the alternative which will be identified as such on Schedule 4.10(b), has have a valid and enforceable right to use use, the call letters "KARK-TV" and "WDHN" and each of the call letters and registered Proprietary Rights described or required to be described on the attached Schedule 4.10(a2.12(a), free and clear of all Liens, other than Permitted Liens, and no claim by any third party contesting the validity, enforceability, use or ownership of any of the foregoing has been made, is currently outstanding or, to the Company’s or any Majority Stockholder’s Seller's Knowledge, is threatened, (ii) no loss, loss or expiration or claim challenging the validity or enforceability of any "Material Proprietary Right Right" (defined to be the call letters "KARK-TV" and "WDHN" and each of the call letters and registered Proprietary Rights described or required to be described on Schedule 2.12(a)) is pending, reasonably foreseeable foreseeable, or, to the Company’s or any Majority Stockholder’s Seller's Knowledge, threatened, (iii) the no Company has not received any notice of, and neither nor does the Company nor any Majority Stockholder is aware Seller have Knowledge of any fact which indicates facts that indicate a likelihood of of, any infringement, violation, dilution infringement or misappropriation by, or any conflict with, any third Person party with respect to any Material Proprietary Right, including any demand or request that the any Company license rights from a third Personparty, (iv) to the Company’s and Majority Stockholders’ Knowledge, the practice of any patents or methods comprising the Proprietary Rights do not infringe, dilute, violate or misappropriate the Proprietary Rights of any third person in the jurisdiction where the Business is presently conducted or any jurisdiction where the Business is anticipated to be conducted, (v) the no Company has not in any material respect infringed, violated, diluted, misappropriated or otherwise violated conflicted with any Proprietary Rights rights of any third Person party and the Seller has no Majority Stockholder nor the Company has Knowledge of any infringement, misappropriation, violation misappropriation or dilution which conflict that will occur as a result of the continued operation of the Business, anticipated operation of the Business Companies or the consummation of the transactions contemplated by this Agreement and the other documents contemplated hereunderStations, and (viv) all of to the Company’s rights Seller's Knowledge, no Material Proprietary Right has in and to such Proprietary Rights are freely assignable any material respect been infringed, misappropriated or conflicted by the Company, including the right to create derivative worksany third party.

Ownership; Infringement. Except as set forth on Schedule 4.10(b), (i) the Company, solely and exclusively, owns and possesses all right, title and interest in and to, or in the alternative which will be identified as such on Schedule 4.10(b), has a valid and enforceable right to use the Proprietary Rights described or required to be described on Schedule 4.10(a), free and clear of all Liens (other than Permitted Liens), and no claim by any third party contesting the validity, enforceability, use or ownership of any of the foregoing has been made, is currently outstanding or, to the Company’s or any Majority Stockholder’s Knowledge, is threatened, (ii) no loss, expiration or claim challenging the validity or enforceability of any Proprietary Right owned by the Company is pending, reasonably foreseeable or, to the Company’s or any Majority Stockholder’s Knowledge, threatened, (iii) the Company has not received any written notice of (and no member of the Company Knowledge Group has received any verbal notice of), and neither the Company nor any Majority Stockholder is aware of any fact which indicates a likelihood of any infringement, violation, dilution or misappropriation by, or any conflict with, any third Person with respect to any Proprietary RightRight owned or licensed by the Company, including any demand or request that the Company license rights from a third Person, (iv) to the Company’s and Majority Stockholders’ Knowledge, the practice of any patents or methods comprising the Proprietary Rights owned by the Company do not infringe, dilute, violate or misappropriate the Proprietary Rights of any third person in the jurisdiction where the Business is presently conducted or any jurisdiction where the Business is anticipated prior to Closing to be conducted, (v) the Company has not infringed, violated, diluted, misappropriated or otherwise violated any Proprietary Rights of any third Person and no Majority Stockholder nor the Company has Knowledge of any infringement, misappropriation, violation or dilution of any Proprietary Rights of any third Person which will occur as a result of the continued operation of the Business, anticipated operation of the Business anticipated prior to Closing or the consummation of the transactions contemplated by this Agreement and the other documents contemplated hereunder, and (vi) all of the Company’s rights in and to such Proprietary Rights that are owned by the Company are freely assignable by the Company, including the right to create derivative works.

Ownership; Infringement. Except as set forth on Schedule 4.10(b), (i) each member of the CompanyCompany Group, as applicable, solely and exclusively, owns and possesses all right, title and interest in and to, or in the alternative which will be identified as such on Schedule 4.10(b), has a valid and enforceable right to use the Proprietary Rights described or required to be described on Schedule 4.10(a), free and clear of all Liens, and no claim by any third party contesting the validity, enforceability, use or ownership of any of the foregoing has been made, is currently outstanding or, to any member of the CompanyCompany Group’s or any Majority StockholderSeller’s Knowledge, is threatened, (ii) no loss, expiration or claim challenging the validity or enforceability of any Proprietary Right is pending, reasonably foreseeable or, to any member of the CompanyCompany Group’s or any Majority StockholderSeller’s Knowledge, threatened, (iii) no member of the Company Group has not received any notice of, and neither no member of the Company Group nor any Majority Stockholder Seller is aware of any fact which indicates a likelihood of any infringement, violation, dilution or misappropriation by, or any conflict with, any third Person with respect to any Proprietary Right, including any demand or request that any member of the Company Group license rights from a third Person, (iv) to the CompanyCompany Group’s and Majority StockholdersSellers’ Knowledge, the practice of any patents or methods comprising the Proprietary Rights do not infringe, dilute, violate or misappropriate the Proprietary Rights of any third person in the jurisdiction where the Business is presently conducted or any jurisdiction where the Business is anticipated to be conducted, (v) no member of the Company Group has not infringed, violated, diluted, misappropriated or otherwise violated any Proprietary Rights of any third Person and no Majority Stockholder Seller nor any member of the Company Group has Knowledge of any infringement, misappropriation, violation or dilution which will occur as a result of the continued operation of the Business, anticipated operation of the Business or the consummation of the transactions contemplated by this Agreement and the other documents contemplated hereunder, and (vi) all of each member of the CompanyCompany Group’s rights in and to such Proprietary Rights are freely assignable by such member of the CompanyCompany Group, as applicable, including the right to create derivative works.