Common use of Registered Intellectual Property Clause in Contracts

Registered Intellectual Property. All (i) registered Trademarks and Internet domain names and applications to register Trademarks and Internet domain names, (ii) Patents and Patent applications, (iii) registered Copyrights and applications to register Copyrights and (iv) other registrations or applications for the registration of Intellectual Property, in all cases included in the Company Owned Intellectual Property are set forth on the Intellectual Property Schedule (collectively, the “Company Registered Intellectual Property”). The Intellectual Property Schedule also sets forth material unregistered and common law trademarks and service marks used by the Company or any Company Subsidiary in the conduct of their business and, for each item of Company Registered Intellectual Property, as applicable, the title, application number, filing date, issuance or grant date, jurisdiction, and registration number. Each item of Company Registered Intellectual Property is subsisting and in good standing. Each item of Company Registered Intellectual Property that has been issued, registered or granted is valid and enforceable. No item of Company Registered Intellectual Property has lapsed, expired, or been abandoned, revoked, cancelled or finally rejected. With respect to the Trademarks included in the Company Registered Intellectual Property, Company and its Subsidiaries have taken reasonable and customary measures and precautions necessary to protect and maintain such Trademarks and the full value of all goodwill associated with such Trademarks. The Company, its Subsidiaries and its/their agents and counsel have not misrepresented, or failed to disclose, any facts or information in any application for any Company Registered Intellectual Property that would constitute Fraud, a misrepresentation or other inequitable conduct with respect to such application or that would otherwise affect the enforceability of any Company Registered Intellectual Property. With respect to each item of Company Registered Intellectual Property, neither the Company nor any of its Subsidiaries has received notice of any inventorship challenge, opposition, cancellation, inter partes reviews, derivative proceeding, re-examination (including supplemental re-examination), post-grant review, interference, invalidity, unenforceability, or other action or proceeding before any Governmental Body. With respect to each item of Company Registered Intellectual Property, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes due on or prior to the Closing Date have been timely paid in full, and all necessary documents (including responses to office actions and other correspondence from a Governmental Body) and certificates have been timely filed with all relevant Governmental Bodies for the purposes of maintaining such Intellectual Property, in each case in accordance with applicable Law and to avoid loss or abandonment thereof. With respect to Company Registered Intellectual Property, all foreign filing licenses have been properly and timely applied for and obtained from the relevant Governmental Body in accordance with applicable Law. The records shown in each Governmental Body with respect to all Company Registered Intellectual Property are current and accurate (including records regarding the change of ownership and assignments) and, such records show the Company as the record owner and assignee of each item of Company Registered Intellectual Property. The Intellectual Property Schedule contains a complete and accurate list of all actions known to the Company as of the Closing Date that must be taken within ninety (90) days after the Closing Date with respect to any of the Company Registered Intellectual Property, including the payment of any filing, examination, registration, maintenance, renewal and other fees and taxes or the filing of any documents, applications, or certificates for the purposes of maintaining, perfecting, preserving or renewing such Intellectual Property and to avoid loss or abandonment thereof, in each case in accordance with applicable Law. No Patents in the Company Owned Intellectual Property are subject to any “License on Transfer” (aka “LOT”), network, or commitment pursuant to which such Patents may not be enforced once the Patents are sold or assigned to any other Person.

Registered Intellectual Property. All Section 4.12.1 of the Disclosure Schedules lists all (i) Business Registered Intellectual Property (including the jurisdictions in which it has been issued or registered Trademarks or in which any application for such issuance and Internet domain names registration has been filed, the record owner and applications to register Trademarks and Internet domain namesthe applicable registration, application or serial number or similar identifier) as of the date of this Agreement, (ii) Patents and Patent applicationsany proceedings or actions before any court, (iii) registered Copyrights and applications to register Copyrights and (iv) other registrations tribunal, or applications for Governmental Body involving any of the registration of Intellectual Property, in all cases included in the Company Owned Intellectual Property are set forth on the Intellectual Property Schedule (collectively, the “Company Registered Intellectual Property”). The Intellectual Property Schedule also sets forth material unregistered and common law trademarks and service marks used by the Company or any Company Subsidiary in the conduct of their business and, for each item of Company Business Registered Intellectual Property, as applicable, but excluding non-final routine prosecution proceedings before the title, application number, filing date, issuance or grant date, jurisdiction, applicable Governmental Body not involving a third party and registration number(iii) material unregistered trademarks included in the Business-Utilized Intellectual Property. Each item of Company Business Registered Intellectual Property is subsisting valid, subsisting, and excluding pending applications, enforceable. All registration, maintenance and renewal fees currently due in good standing. Each item of Company connection with such Business Registered Intellectual Property that has have been issuedpaid, registered or granted is valid and enforceable. No item of Company all other deadlines for maintaining and/or prosecuting the Business Registered Intellectual Property has lapsed, expired, or been abandoned, revoked, cancelled or finally rejected. With respect up to the Trademarks included in the Company Registered Intellectual Property, Company and its Subsidiaries have taken reasonable and customary measures and precautions necessary to protect and maintain such Trademarks and the full value of all goodwill associated with such Trademarks. The Company, its Subsidiaries and its/their agents and counsel have not misrepresented, or failed to disclose, any facts or information in any application for any Company Registered Intellectual Property that would constitute Fraud, a misrepresentation or other inequitable conduct with respect to such application or that would otherwise affect the enforceability of any Company Registered Intellectual Property. With respect to each item of Company Registered Intellectual Property, neither the Company nor any of its Subsidiaries has received notice of any inventorship challenge, opposition, cancellation, inter partes reviews, derivative proceeding, re-examination (including supplemental re-examination), post-grant review, interference, invalidity, unenforceability, or other action or proceeding before any Governmental Body. With respect to each item of Company Registered Intellectual Property, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes due on or prior to the Closing Date have been timely paid in full, and all necessary documents (including responses to office satisfied. There are no actions and other correspondence from a Governmental Body) and certificates have been timely filed with all relevant Governmental Bodies for the purposes of maintaining such Intellectual Property, in each case in accordance with applicable Law and to avoid loss or abandonment thereof. With respect to Company Registered Intellectual Property, all foreign filing licenses have been properly and timely applied for and obtained from the relevant Governmental Body in accordance with applicable Law. The records shown in each Governmental Body with respect to all Company Registered Intellectual Property are current and accurate (including records regarding the change of ownership and assignments) and, such records show the Company as the record owner and assignee of each item of Company Registered Intellectual Property. The Intellectual Property Schedule contains a complete and accurate list of all actions known to the Company as of the Closing Date that must be taken within ninety one hundred twenty (90120) days after the Closing Date with respect to any of the Company Registered Intellectual Propertydate hereof, including the payment of any filing, examination, registration, maintenance, maintenance or renewal and other fees and taxes or the filing of any documents, applications, applications or certificates for the purposes of maintaining, perfecting, perfecting or preserving or renewing such any Business Registered Intellectual Property. To Seller’s Knowledge, there exist no materials, information, facts or circumstances, including any information or fact that would constitute prior art, that would render any of the Business Registered Intellectual Property that is not an application invalid or unenforceable, or would adversely affect any pending application for any Business Registered Intellectual Property. The Seller has not received and has no Knowledge of any written notice or claim challenging or questioning the validity or enforceability or alleging the misuse of any Business Registered Intellectual Property. No Business Registered Intellectual Property has been or is now involved in any interference, reissue, re-examination, inter-partes review, post-grant review, or opposition proceeding. No event or circumstance (including a failure to avoid loss exercise adequate quality controls and an assignment in gross without the accompanying goodwill) has occurred or exists that has resulted in, or could reasonably be expected to result in, the abandonment thereofof any material trademark (whether registered or unregistered) included in the Business Intellectual Property. No Business ​ Registered Intellectual Property at any time has been cancelled, abandoned, allowed to lapse or not renewed, except where the Seller has, in each case in accordance with applicable Law. No Patents in the Company Owned its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such Business Registered Intellectual Property are subject to any “License on Transfer” (aka “LOT”), network, or commitment pursuant to which such Patents may not be enforced once the Patents are sold or assigned to any other PersonProperty.

Registered Intellectual Property. All (iSchedule 3.18(a) registered Trademarks and Internet domain names and applications to register Trademarks and Internet domain names, (ii) Patents and Patent applications, (iii) registered Copyrights and applications to register Copyrights and (iv) other registrations or applications for the registration of Intellectual Property, in all cases included in the Company Owned Intellectual Property are set forth on the Intellectual Property Disclosure Schedule (collectively, the “Company Registered Intellectual Property”). The Intellectual Property Schedule also sets forth material unregistered and common law trademarks and service marks used by the Company or any Company Subsidiary in the conduct of their business and, for each item of Company Registered Intellectual Property, as applicable, the title, application number, filing date, issuance or grant date, jurisdiction, and registration number. Each item of Company Registered Intellectual Property is subsisting and in good standing. Each item of Company Registered Intellectual Property that has been issued, registered or granted is valid and enforceable. No item of Company Registered Intellectual Property has lapsed, expired, or been abandoned, revoked, cancelled or finally rejected. With respect to the Trademarks included in the Company Registered Intellectual Property, Company and its Subsidiaries have taken reasonable and customary measures and precautions necessary to protect and maintain such Trademarks and the full value of all goodwill associated with such Trademarks. The Company, its Subsidiaries and its/their agents and counsel have not misrepresented, or failed to disclose, any facts or information in any application for any Company Registered Intellectual Property that would constitute Fraud, a misrepresentation or other inequitable conduct with respect to such application or that would otherwise affect the enforceability of any Company Registered Intellectual Property. With respect to each item of Company Registered Intellectual Property, neither the Company nor any of its Subsidiaries has received notice of any inventorship challenge, opposition, cancellation, inter partes reviews, derivative proceeding, re-examination (including supplemental re-examination), post-grant review, interference, invalidity, unenforceability, or other action or proceeding before any Governmental Body. With respect to each item of Company Registered Intellectual Property, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes due on or prior to the Closing Date have been timely paid in full, and all necessary documents (including responses to office actions and other correspondence from a Governmental Body) and certificates have been timely filed with all relevant Governmental Bodies for the purposes of maintaining such Intellectual Property, in each case in accordance with applicable Law and to avoid loss or abandonment thereof. With respect to Company Registered Intellectual Property, all foreign filing licenses have been properly and timely applied for and obtained from the relevant Governmental Body in accordance with applicable Law. The records shown in each Governmental Body with respect to all Company Registered Intellectual Property are current and accurate (including records regarding the change of ownership and assignments) and, such records show the Company as the record owner and assignee of each item of Company Registered Intellectual Property. The Intellectual Property Schedule contains a complete and accurate list of (i) all Registered Intellectual Property in which any Contributed Company has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person or otherwise) and all unregistered trademarks, service marks, trade names, logos, or corporate names used by any Contributed Company, (ii) the jurisdictions in which each such item of Registered Intellectual Property has been registered or filed, dates issued, the owners of record and the applicable registration or serial number, and (iii) any other Person that has an ownership interest in such item of Registered Intellectual Property and the nature of such ownership interest. Schedule 3.18(a) of the Company Disclosure Schedule also lists all actions known that are required to the be taken by any Contributed Company as within 120 days of the Closing Date that must be taken within ninety (90) days after the Closing Date date hereof with respect to any such Registered Intellectual Property in order to avoid prejudice to, impairment or abandonment of the Company such Registered Intellectual Property. Each Contributed Company has taken, including the payment of or caused to be taken, reasonable actions to maintain any filing, examination, Registered Intellectual Property. All registration, maintenance, maintenance and renewal fees currently due in connection with such Registered Intellectual Property have been paid and other fees and taxes or the filing of any all documents, applicationsrecordations and certificates in connection with such Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or certificates other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintainingprosecuting, perfecting, preserving or renewing maintaining and perfecting such Registered Intellectual Property and to avoid loss recording the Contributed Companies’ ownership interests therein. To the Company’s Knowledge, no Events have occurred and no facts, information or abandonment thereof, in each case in accordance with applicable Law. No Patents in circumstances exist that would render any of the Company Owned material Registered Intellectual Property are subject to any “License on Transfer” (aka “LOT”), networkinvalid or unenforceable, or commitment pursuant to which such Patents may not be enforced once the Patents are sold or assigned to would affect any other Personpending application for any material Registered Intellectual Property.

Registered Intellectual Property. All Section 3.11(b) of the Seller Disclosure Schedule lists (i) registered Trademarks and Internet domain names and applications to register Trademarks and Internet domain names, (ii) Patents and Patent applications, (iii) registered Copyrights and applications to register Copyrights and (iv) other registrations or applications for the registration of Intellectual Property, in all cases included in the Company Owned Intellectual Property are set forth on the Intellectual Property Schedule (collectively, the “Company Registered Intellectual Property”). The Intellectual Property Schedule also sets forth material unregistered and common law trademarks and service marks used by the Company or any Company Subsidiary in the conduct of their business and, for each item of Company Seller Registered Intellectual Property, as applicable, indicating for each item the title, registration or application number, any filing date, issuance or grant date, jurisdictionregistration dates, and registration numberthe applicable filing jurisdiction; and (ii) all material unregistered trademarks, service marks, and other indicia of origin used by Seller, including any marks included on Seller Products bearing the ™ designation. Each item of Company Seller Registered Intellectual Property is valid, and to the Knowledge of Seller, enforceable and subsisting (or in the case of applications, applied for). All registration, maintenance and renewal fees currently due in good standing. Each item of Company connection with such Seller Registered Intellectual Property that has have been issuedpaid and all documents, registered or granted is valid recordations and enforceable. No item of Company certificates in connection with such Seller Registered Intellectual Property has lapsedcurrently required to be filed have been filed with the relevant Governmental Authority or other Person, expiredfor the purposes of prosecuting, maintaining and perfecting such Seller Registered Intellectual Property and recording Seller’s ownership interests therein. There are no actions that must be taken by Seller within one-hundred twenty (120) days of the Closing Date, including the payment of any registration, maintenance or renewal fees or the filing of any responses to USPTO office actions (or actions of any equivalent authority anywhere in the world), documents, applications or certificates for the purposes of obtaining, maintaining, perfecting or preserving or renewing any Registered Intellectual Property Rights. To the Knowledge of Seller, there is no information or fact that would render any of the Seller Registered Intellectual Property invalid or unenforceable, or been abandoned, revoked, cancelled or finally rejected. With respect to the Trademarks included in the Company would adversely affect any pending application for any Seller Registered Intellectual Property, Company and its Subsidiaries have taken reasonable and customary measures and precautions necessary to protect and maintain such Trademarks and the full value of all goodwill associated with such Trademarks. The Company, its Subsidiaries and its/their agents and counsel have Seller has not misrepresented, misrepresented or failed to disclose, and to the Knowledge of Seller, there has been no misrepresentation or failure to disclose, any facts fact or information circumstances in any application for any Company Seller Registered Intellectual Property that would constitute Fraudfraud, or a misrepresentation or other inequitable conduct with respect to such application or that would otherwise affect the validity or enforceability of any Company Seller Registered Intellectual Property. With respect to each item of Company Registered Intellectual Property, neither the Company nor any of its Subsidiaries has received notice of any inventorship challenge, opposition, cancellation, inter partes reviews, derivative proceeding, re-examination (including supplemental re-examination), post-grant review, interference, invalidity, unenforceability, or other action or proceeding before any Governmental Body. With respect to each item of Company Registered Intellectual Property, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes due on or prior to the Closing Date have been timely paid in full, and all necessary documents (including responses to office actions and other correspondence from a Governmental Body) and certificates have been timely filed with all relevant Governmental Bodies for the purposes of maintaining such Intellectual Property, in each case in accordance with applicable Law and to avoid loss or abandonment thereof. With respect to Company Registered Intellectual Property, all foreign filing licenses have been properly and timely applied for and obtained from the relevant Governmental Body in accordance with applicable Law. The records shown in each Governmental Body with respect to all Company Registered Intellectual Property are current and accurate (including records regarding the change of ownership and assignments) and, such records show the Company as the record owner and assignee of each item of Company Registered Intellectual Property. The Intellectual Property Schedule contains a complete and accurate list of all actions known to the Company as of the Closing Date that must be taken within ninety (90) days after the Closing Date with respect to any of the Company Registered Intellectual Property, including the payment of any filing, examination, registration, maintenance, renewal and other fees and taxes or the filing of any documents, applications, or certificates for the purposes of maintaining, perfecting, preserving or renewing such Intellectual Property and to avoid loss or abandonment thereof, in each case in accordance with applicable Law. No Patents in the Company Owned Intellectual Property are subject to any “License on Transfer” (aka “LOT”), network, or commitment pursuant to which such Patents may not be enforced once the Patents are sold or assigned to any other Person.

Registered Intellectual Property. All Section 3.16(a) of the Disclosure Schedule sets forth a true, correct and complete list and description of the following Intellectual Property that, in each case, has been registered (ior, as applicable, applied for) registered Trademarks and Internet domain names and applications to register Trademarks and Internet domain namesby a Company Entity: (A) all Patents, (iiB) Patents all Trademark registrations and Patent pending Trademark registration applications, (iiiC) registered Copyrights all copyright registrations and applications to register Copyrights pending copyright registration applications, and (ivD) other all domain name registrations or applications for the registration of Intellectual Property, in all cases included in the Company Owned Intellectual Property are set forth on the Intellectual Property Schedule and pending domain name registrations (collectively, the “Company Registered Intellectual Property”). The Intellectual Property Schedule also sets forth , along with all material unregistered and common law trademarks and service marks used by the Company or any Company Subsidiary in the conduct of their business and, for Trademarks. For each item of Company Registered Intellectual Property, as applicableSection 3.16(a) of the Disclosure Schedule lists (x) the record owner of such item, and, if different, the titlelegal owner and beneficial owner of such item, (y) the jurisdiction in which such item is issued, registered or pending and (z) the issuance, registration or application number, filing date, issuance or grant date, jurisdiction, date and registration numbernumber of such item. Each item of Company All Registered Intellectual Property is subsisting currently in compliance with all formal legal requirements (including, as applicable, payment of filing, examination and in good standing. Each item maintenance fees, inventor declarations, proofs of Company working or use, timely post-registration filing of affidavits of use and incontestability, and renewal applications) to maintain such Registered Intellectual Property that has been issuedin full force and effect. Except as set forth in Section 3.16(a) of the Disclosure Schedule, registered or granted a Company Entity is valid the sole and exclusive owner of the Registered Intellectual Property and is entitled to use any and all such Registered Intellectual Property in connection with the current operation of the Business. All of the Owned Intellectual Property is valid, subsisting and enforceable, and no Owned Intellectual Property has ever been found invalid, unpatentable or unenforceable for any reason in any administrative, arbitration, judicial or other proceeding, except for rejections or refusals in connection with the prosecution of any Registered Intellectual Property. No item of Company Registered Intellectual Property has lapsed, expired, been or been abandoned, revoked, cancelled or finally rejected. With respect to the Trademarks included in the Company Registered Intellectual Property, Company and its Subsidiaries have taken reasonable and customary measures and precautions necessary to protect and maintain such Trademarks and the full value of all goodwill associated with such Trademarks. The Company, its Subsidiaries and its/their agents and counsel have not misrepresented, or failed to disclose, any facts or information is now involved in any application for any Company Registered Intellectual Property that would constitute Fraudinterference, a misrepresentation or other inequitable conduct with respect to such application or that would otherwise affect the enforceability of any Company Registered Intellectual Property. With respect to each item of Company Registered Intellectual Property, neither the Company nor any of its Subsidiaries has received notice of any inventorship challenge, opposition, cancellation, inter partes reviews, derivative proceedingreissue, re-examination (including supplemental reexamination, inter-examination)partes review, post-grant review, interferenceor opposition proceeding. No Registered Intellectual Property at any time has been cancelled, invalidityabandoned, unenforceabilityallowed to lapse or not renewed, except where the Company Entities have, their reasonable business judgment, decided to cancel, abandon, allow to lapse or other action or proceeding before any Governmental Body. With respect to each item of Company not renew such Registered Intellectual Property, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes due on or prior to the Closing Date have been timely paid in full, and all necessary documents (including responses to office actions and other correspondence from a Governmental Body) and certificates have been timely filed with all relevant Governmental Bodies for the purposes of maintaining such Intellectual Property, in each case in accordance with applicable Law and to avoid loss or abandonment thereof. With respect to Company Registered Intellectual Property, all foreign filing licenses have been properly and timely applied for and obtained from the relevant Governmental Body in accordance with applicable Law. The records shown in each Governmental Body with respect to all Company Registered Intellectual Property are current and accurate (including records regarding the change of ownership and assignments) and, such records show the Company as the record owner and assignee of each item of Company Registered Intellectual Property. The Intellectual Property Schedule contains a complete and accurate list of all actions known to the Company as of the Closing Date that must be taken within ninety (90) days after the Closing Date with respect to any of the Company Registered Intellectual Property, including the payment of any filing, examination, registration, maintenance, renewal and other fees and taxes or the filing of any documents, applications, or certificates for the purposes of maintaining, perfecting, preserving or renewing such Intellectual Property and to avoid loss or abandonment thereof, in each case in accordance with applicable Law. No Patents in the Company Owned Intellectual Property are subject to any “License on Transfer” (aka “LOT”), network, or commitment pursuant to which such Patents may not be enforced once the Patents are sold or assigned to any other Person.

Registered Intellectual Property. All Section 3.16(a) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) registered Trademarks and Internet domain names and applications to register Trademarks and Internet domain names, (ii) Patents and Patent applications, (iii) registered Copyrights and applications to register Copyrights and (iv) other registrations or applications for the registration of Intellectual Property, in all cases included in the Company Owned Registered Intellectual Property are set forth on the Intellectual Property Schedule (collectively, the “and identifying for Company Registered Intellectual Property”). The : (A) the jurisdiction in which such item of Company Registered Intellectual Property Schedule also sets forth material unregistered has been registered or filed and common law trademarks the applicable application, registration or serial number and service marks used by date; and (B) the Company or any Company Subsidiary in the conduct of their business record owner and, for each if different, the legal owner and beneficial owner (and if any other Person has an ownership interest in such item of Company Registered Intellectual Property, as applicablethe identity of such other owner and nature of such ownership interest) and (ii) all internet domain names registered by the Acquired Companies, including the domain name registrar. As of the date of this Agreement, the title, application number, filing date, issuance or grant date, jurisdictionCompany and its Subsidiaries have maintained all material Company Registered Intellectual Property in the ordinary course consistent with reasonable business practices, and registration numberhas used reasonable business judgement in its prosecution, maintenance, and abandonment of Company Registered Intellectual Property. Each item of The Company Registered Intellectual Property is subsisting and in good standing. Each item of Company Registered Intellectual Property that has been issuedand, registered or granted is valid and enforceable. No item of Company Registered Intellectual Property has lapsed, expired, or been abandoned, revoked, cancelled or finally rejected. With respect to the Trademarks included in Knowledge of the Company Registered Intellectual Property, Company and its Subsidiaries have taken reasonable and customary measures and precautions necessary to protect and maintain such Trademarks and the full value of all goodwill associated with such Trademarks. The Company, its Subsidiaries and its/their agents and counsel not invalid or unenforceable. Without limiting the generality of the foregoing, except as would not reasonably be expected to have not misrepresented, or failed to disclose, any facts or information in any application for any a Company Registered Intellectual Property that would constitute Fraud, a misrepresentation or other inequitable conduct Material Adverse Effect: (i) with respect to such application or that would otherwise affect the enforceability of any Company Registered Intellectual Property. With respect to each item of Company Registered Intellectual Property, neither the Company nor any of its Subsidiaries has received notice of any inventorship challenge, opposition, cancellation, inter partes reviews, derivative proceeding, re-examination (including supplemental re-examination), post-grant review, interference, invalidity, unenforceability, or other action or proceeding before any Governmental Body. With respect to each item of Company Registered Intellectual Property, all necessary filingnecessary: (A) fees, examination, registration, maintenance, renewal payments and other fees and taxes due on or prior to the Closing Date filings have been timely paid in full, submitted to the relevant Governmental Authority or domain name registrar; and all necessary documents (including responses to office B) other actions and other correspondence from a Governmental Body) and certificates have been timely filed with all relevant Governmental Bodies for the purposes of maintaining such Intellectual Propertytaken, in each the case in accordance with applicable Law and to avoid loss or abandonment thereof. With respect to Company Registered Intellectual Property, all foreign filing licenses have been properly and timely applied for and obtained from the relevant Governmental Body in accordance with applicable Law. The records shown in each Governmental Body with respect to all Company Registered Intellectual Property are current and accurate (including records regarding the change of ownership and assignments) and, such records show the Company as the record owner and assignee of each of clauses “(A)” and “(B),” to maintain each such item of Company Registered Intellectual Property. The Property in full force and effect; and (ii) no Legal Proceeding is pending or, to the Knowledge of the Company, threatened, in which the ownership, scope, validity or enforceability of any Company Intellectual Property Schedule contains is being, has been, or would reasonably be expected to be contested or challenged. Except as would not reasonably be expected to have a complete Company Material Adverse Effect, (x) all assignments, documents and accurate list of all actions known instruments necessary to perfect the Company as of the Closing Date that must be taken within ninety (90) days after the Closing Date with respect to any rights of the Company or any of its Subsidiaries in any Company Registered Intellectual PropertyProperty have been duly executed and validly delivered, including filed and otherwise recorded in a timely manner with the payment of any filingappropriate Governmental Authority, examination, registration, maintenance, renewal and other fees and taxes or the filing of any documents, applications, or certificates for the purposes of maintaining, perfecting, preserving or renewing (y) each such Intellectual Property and to avoid loss or abandonment thereof, recording is in each case in accordance compliance with all applicable Law. No Patents in the Company Owned Intellectual Property are subject to any “License on Transfer” (aka “LOT”), network, or commitment pursuant to which such Patents may not be enforced once the Patents are sold or assigned to any other PersonLaws.