Common use of Ownership; Sufficiency Clause in Contracts

Ownership; Sufficiency. China Online has sufficient rights to use the China Online Intellectual Property in connection with the operation of the China Online Business, all of which rights shall survive unchanged the consummation of the transactions contemplated by the Transaction Documents. The China Online Intellectual Property includes all Intellectual Property used or held for use in connection with the operation of the China Online Business, and there are no other items of Intellectual Property that are material to or necessary for the operation of the China Online Business or for the continued operation of the China Online Business immediately after the Closing in substantially the same manner as operated prior to the Closing. The China Online Companies are the exclusive owner of all right, title and interest in and to each item of material China Online Owned Intellectual Property (other than Transferred Trademarks), free and clear of all Encumbrances (other than non-exclusive licenses granted in the ordinary course of business consistent with past practice), or any obligation to grant any Encumbrance. China Online has a valid license to use the material China Online Licensed Intellectual Property in connection with the operation of the China Online Business, subject only to the terms of the China Online IP Agreements.