Common use of Ownership; Sufficiency Clause in Contracts

Ownership; Sufficiency. Each item of Company Intellectual Property will be owned or available for use by the Buyer, the Surviving Corporation and their respective subsidiaries immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing. The Company or a Subsidiary is the sole and exclusive owner of all Company Owned Intellectual Property, free and clear of any Security Interests and all joint owners of the Company Owned Intellectual Property are listed in Section 2.12(c) of the Disclosure Schedule. The Company Intellectual Property constitutes all Intellectual Property necessary (i) to Exploit the Customer Offerings in the manner conducted currently and currently contemplated by the Company and the Subsidiaries to be conducted in the future by the Company and the Subsidiaries, (ii) to Exploit the Internal Systems as they are currently used and currently contemplated to be used in the future by the Company and the Subsidiaries, and (iii) otherwise to conduct the Company’s business in all material respects in the manner currently conducted and currently contemplated by the Company and the Subsidiaries to be conducted in the future.

Ownership; Sufficiency. Each item of Company Intellectual Property will be owned or available for use by the Buyer, the Surviving Corporation and their respective subsidiaries Buyer immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing. The Company or a Subsidiary is the sole and exclusive owner of all Company Owned Intellectual Property, free and clear of any Security Interests and all joint owners of the Company Owned Intellectual Property are listed in Section 2.12(c3.11(c) of the Disclosure Schedule. The Company Intellectual Property constitutes all Intellectual Property necessary (i) to Exploit the Customer Offerings in the manner conducted so done currently and currently contemplated by the Company and the Subsidiaries to be conducted done in the future by the Company and the Subsidiaries, (ii) to Exploit the Internal Systems as they are currently used and currently contemplated to be used in the future by the Company and the Subsidiaries, and (iii) otherwise to conduct the Company’s business in all material respects in the manner currently conducted and currently contemplated to be conducted in the future by the Company and the Subsidiaries to be conducted in the futureSubsidiaries.

Ownership; Sufficiency. Each item of Company Intellectual Property will be owned or available for use by the Buyer, the Surviving Corporation and their respective subsidiaries immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing. The Company or a Subsidiary is the sole and exclusive owner of all Company Owned Intellectual Property, free and clear of any Security Interests and all joint owners of the Company Owned Intellectual Property are listed in Section 2.12(c2.13(c) of the Disclosure Schedule. The To the knowledge of the Company, the Company Intellectual Property constitutes all Intellectual Property necessary (i) to Exploit the Customer Offerings in the manner conducted so done currently and currently contemplated by the Company and the Subsidiaries to be conducted done in the future by the Company and the Subsidiaries, (ii) to Exploit the Internal Systems as they are currently used and currently contemplated to be used in the future by the Company and the Subsidiaries, and (iii) otherwise to conduct the Company’s business in all material respects in the manner currently conducted and currently contemplated to be conducted in the future by the Company and the Subsidiaries to be conducted in the futureSubsidiaries.

Ownership; Sufficiency. Each Except as set forth in Section 2.13(c) of the Disclosure Schedule, each item of Company Intellectual Property material to the business of the Company and the Subsidiaries as currently conducted or as contemplated by the Company to be conducted in the future will be owned or available for use by the Buyer, Buyer or a subsidiary of the Surviving Corporation and their respective subsidiaries immediately Buyer following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing. The Except as set forth in Section 2.13(c) of the Disclosure Schedule, the Company or a Subsidiary is the sole and exclusive owner of all Company Owned Intellectual Property, free and clear of any Security Interests and all joint owners of the Company Owned Intellectual Property are listed in Section 2.12(c2.13(c) of the Disclosure Schedule. The Company Intellectual Property constitutes all Intellectual Property necessary (i) to Exploit the Customer Offerings in the manner conducted so done currently and currently contemplated by the Company and the Subsidiaries to be conducted done in the future by the Company and the Subsidiaries, (ii) to Exploit the Internal Systems as they are currently used and currently contemplated by the Company to be used in the future by the Company and the Subsidiaries, Subsidiaries and (iii) otherwise to conduct the Company’s business in all material respects in the manner currently conducted and currently contemplated by the Company to be conducted in the future by the Company and the Subsidiaries to be conducted in the futureSubsidiaries.