Common use of Registered Intellectual Property Clause in Contracts

Registered Intellectual Property. Section 3.16(a) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all Company Registered Intellectual Property and identifying for Company Registered Intellectual Property: (A) the jurisdiction in which such item of Company Registered Intellectual Property has been registered or filed and the applicable application, registration or serial number and date; and (B) the record owner and, 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, the 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 Company and its Subsidiaries have maintained all material Company Registered Intellectual Property in the ordinary course consistent with reasonable business practices, and has used reasonable business judgement in its prosecution, maintenance, and abandonment of Company Registered Intellectual Property. The Company Registered Intellectual Property is subsisting and, to the Knowledge of the Company, not invalid or unenforceable. Without limiting the generality of the foregoing, except as would not reasonably be expected to have a Company Material Adverse Effect: (i) with respect to each item of Company Registered Intellectual Property, all necessary: (A) fees, payments and filings have been timely submitted to the relevant Governmental Authority or domain name registrar; and (B) other actions have been timely taken, in the case of each of clauses “(A)” and “(B),” to maintain each such item of Company Registered Intellectual 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 is being, has been, or would reasonably be expected to be contested or challenged. Except as would not reasonably be expected to have a Company Material Adverse Effect, (x) all assignments, documents and instruments necessary to perfect the rights of the Company or any of its Subsidiaries in any Company Registered Intellectual Property have been duly executed and validly delivered, filed and otherwise recorded in a timely manner with the appropriate Governmental Authority, and (y) each such recording is in compliance with all applicable Laws.

Registered Intellectual Property. Section 3.16(a3.11(b) of the Company Seller Disclosure Letter sets forth a true, correct and complete list of Schedule lists (i) all Company Registered Intellectual Property and identifying for Company Registered Intellectual Property: (A) the jurisdiction in which such item of Company Registered Intellectual Property has been registered or filed and the applicable application, registration or serial number and date; and (B) the record owner and, if different, the legal owner and beneficial owner (and if any other Person has an ownership interest in such item of Company Seller Registered Intellectual Property, indicating for each item the identity of such other owner registration or application number, any filing or registration dates, and nature of such ownership interest) the applicable filing jurisdiction; and (ii) all internet domain names registered material unregistered trademarks, service marks, and other indicia of origin used by the Acquired CompaniesSeller, including any marks included on Seller Products bearing the domain name registrar™ designation. As Each item of the date of this Agreement, the Company and its Subsidiaries have maintained all material Company Registered Intellectual Property in the ordinary course consistent with reasonable business practices, and has used reasonable business judgement in its prosecution, maintenance, and abandonment of Company Registered Intellectual Property. The Company Seller Registered Intellectual Property is subsisting andvalid, and to the Knowledge of Seller, enforceable and subsisting (or in the Companycase of applications, not invalid or unenforceableapplied for). Without limiting the generality of the foregoingAll registration, except as would not reasonably be expected to have a Company Material Adverse Effect: (i) maintenance and renewal fees currently due in connection with respect to each item of Company such Seller Registered Intellectual Property, all necessary: (A) fees, payments and filings Property have been timely submitted paid and all documents, recordations and certificates in connection with such Seller Registered Intellectual Property currently required to be filed have been filed with the relevant Governmental Authority or domain name registrar; other Person, for the purposes of prosecuting, maintaining and (B) other actions have been timely taken, in the case of each of clauses “(A)” and “(B),” to maintain each perfecting such item of Company 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 full force 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 would adversely affect any pending application for any Seller Registered Intellectual Property, and effect; Seller has not misrepresented or failed to disclose, and (ii) no Legal Proceeding is pending or, to the Knowledge of Seller, there has been no misrepresentation or failure to disclose, any fact or circumstances in any application for any Seller Registered Intellectual Property that would constitute fraud, or a misrepresentation with respect to such application or that would otherwise affect the Company, threatened, in which the ownership, scope, validity or enforceability of any Company Intellectual Property is being, has been, or would reasonably be expected to be contested or challenged. Except as would not reasonably be expected to have a Company Material Adverse Effect, (x) all assignments, documents and instruments necessary to perfect the rights of the Company or any of its Subsidiaries in any Company Seller Registered Intellectual Property have been duly executed and validly delivered, filed and otherwise recorded in a timely manner with the appropriate Governmental Authority, and (y) each such recording is in compliance with all applicable LawsProperty.

Registered Intellectual Property. Section 3.16(a) of the Company Disclosure Letter sets forth a true, correct and complete list of 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 identifying for in good standing. Each item of Company Registered Intellectual Property: (A) the jurisdiction in which such Property that has been issued, registered or granted is valid and enforceable. No item of Company Registered Intellectual Property has lapsed, expired, or been registered abandoned, revoked, cancelled or filed 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 applicable applicationfull value of all goodwill associated with such Trademarks. The Company, registration its Subsidiaries and its/their agents and counsel have not misrepresented, or serial number and date; and (B) 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 record owner and, if different, the legal owner and beneficial owner (and if enforceability of any other Person has an ownership interest in such Company Registered Intellectual Property. With respect to each item of Company Registered Intellectual Property, the 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, neither the Company and nor any of its Subsidiaries have maintained all material Company Registered Intellectual Property in the ordinary course consistent with reasonable business practiceshas received notice of any inventorship challenge, and has used reasonable business judgement in its prosecutionopposition, maintenancecancellation, and abandonment of Company Registered Intellectual Propertyinter 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. The Company Registered Intellectual Property is subsisting and, to the Knowledge of the Company, not invalid or unenforceable. Without limiting the generality of the foregoing, except as would not reasonably be expected to have a Company Material Adverse Effect: (i) with With respect to each item of Company Registered Intellectual Property, all necessary: (A) feesnecessary filing, payments examination, registration, maintenance, renewal and filings other fees and taxes due on or prior to the Closing Date have been timely submitted 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 Authority or domain name registrar; 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 (Bincluding records regarding the change of ownership and assignments) other actions have been timely takenand, in such records show the case 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 Intellectual Property in full force Schedule contains a complete and effect; and (ii) no Legal Proceeding is pending or, accurate list of all actions known to the Knowledge Company as of the Company, threatened, in which Closing Date that must be taken within ninety (90) days after the ownership, scope, validity or enforceability of Closing Date with respect to any Company Intellectual Property is being, has been, or would reasonably be expected to be contested or challenged. Except as would not reasonably be expected to have a Company Material Adverse Effect, (x) all assignments, documents and instruments necessary to perfect the rights of the Company or any of its Subsidiaries in any 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 have been duly executed and validly deliveredto avoid loss or abandonment thereof, filed and otherwise recorded in a timely manner each case in accordance with applicable Law. No Patents in the appropriate Governmental AuthorityCompany Owned Intellectual Property are subject to any “License on Transfer” (aka “LOT”), and (y) each network, or commitment pursuant to which such recording is in compliance with all applicable LawsPatents may not be enforced once the Patents are sold or assigned to any other Person.

Registered Intellectual Property. (i) Section 3.16(a3.15(b)(i) of the Company Disclosure Letter sets forth Schedule contains a true, correct complete and complete accurate list of (iA) all Company Registered Intellectual Property, indicating for each item the registration or application number and the applicable filing jurisdiction, and (B) any claims, proceedings or actions before any court, tribunal (including the U.S. Patent and Trademark Office or equivalent foreign authority) related to the Company Registered Intellectual Property and identifying other than the application for such Registered Intellectual Property in the ordinary course. There are no actions that must be taken within 90 days after the date hereof for the purposes of obtaining, maintaining, perfecting, preserving or renewing any Company Registered Intellectual Property: , including the payment of any registration, maintenance or renewal fees or the filing of any responses to office actions, documents, applications or certificates. (Aii) the jurisdiction in which such Each item of Company Registered Intellectual Property has been registered or filed and the applicable applicationis valid, registration or serial number and date; subsisting and (Bexcept for the applications) the record owner and, 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, the 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 Company and its Subsidiaries have maintained all material Company Registered Intellectual Property in the ordinary course consistent with reasonable business practicesenforceable, and has used reasonable business judgement in its prosecutionnot expired, maintenance, and abandonment of Company Registered Intellectual Propertybeen cancelled or abandoned. The Company Registered Intellectual Property is subsisting and, to the Knowledge of the Company, not invalid or unenforceable. Without limiting the generality of the foregoing, except as would not reasonably be expected to have a Company Material Adverse Effect: (i) with With respect to each item of Company Registered Intellectual Property, all necessary: (A) feesnecessary registration, payments maintenance and filings have been timely submitted to the relevant Governmental Authority or domain name registrar; and (B) other actions have been timely taken, renewal fees currently due in the case of each of clauses “(A)” and “(B),” to maintain each connection with such item of Company Registered Intellectual Property have been made and all necessary documents, recordations and certificates in full force connection with such Company Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, perfecting and effect; and (ii) no Legal Proceeding is pending ormaintaining such Company Registered Intellectual Property. The Company has not claimed any status in the application for or registration of any registered intellectual property rights, including “small business status,” that would not be applicable to Parent. The Company has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the Knowledge of the Company, threatened, in which the ownership, scope, validity or enforceability of any Company Intellectual Property is being, has been, or would reasonably be expected to be contested or challenged. Except as would not reasonably be expected to have a Company Material Adverse Effect, (x) all assignments, documents and instruments necessary to perfect the rights of the Company or any of its Subsidiaries in any Company Registered Intellectual Property have been duly executed and validly delivered, filed and otherwise recorded in a timely manner with the appropriate Governmental Authority, and (y) each such recording is in compliance with all applicable LawsProperty.

Registered Intellectual Property. (i) Section 3.16(a3.13(b)(i) of the Company Disclosure Letter sets forth Schedule contains a true, correct complete and complete accurate list of (iA) all Company Registered Intellectual Property, indicating for each item the owner(s), the registration or application number, date of issue or filing, expiration date and title, the applicable filing jurisdiction, and for Trademarks only, a description of goods or services, and (B) any claims, proceedings or actions before any court, tribunal (including the U.S. Patent and Trademark Office or equivalent foreign authority) related to the Company Registered Intellectual Property and identifying other than proceeding related to the application for such Registered Intellectual Property in the ordinary course. There are no actions that must be taken within 120 days after the date hereof for the purposes of obtaining, maintaining, perfecting, preserving or renewing any Company Registered Intellectual Property, including the payment of any registration, maintenance or renewal fees or the filing of any responses to office actions, documents, applications or certificates. (ii) Each item of Company Registered Intellectual Property: (A) the jurisdiction in which such item of Company Registered Intellectual Property has been registered or filed that is not an application is valid, subsisting and the applicable applicationenforceable, registration or serial number and date; and (B) the record owner andthat is an application, if differentis subsisting, the legal owner and beneficial owner in each of (and if any other Person has an ownership interest in such item of Company Registered Intellectual Property, the identity of such other owner and nature of such ownership interestA) and (iiB) all internet domain names registered by the Acquired Companieshas not expired, including the domain name registrarbeen cancelled or abandoned. As of the date of this Agreement, the Company and its Subsidiaries have maintained all material Company Registered Intellectual Property in the ordinary course consistent with reasonable business practices, and has used reasonable business judgement in its prosecution, maintenance, and abandonment of Company Registered Intellectual Property. The Company Registered Intellectual Property is subsisting and, to the Knowledge of the Company, not invalid or unenforceable. Without limiting the generality of the foregoing, except as would not reasonably be expected to have a Company Material Adverse Effect: (i) with With respect to each item of Company Registered Intellectual Property, all necessary: (A) feesnecessary registration, payments maintenance and filings have been timely submitted to the relevant Governmental Authority or domain name registrar; and (B) other actions have been timely taken, renewal fees currently due in the case of each of clauses “(A)” and “(B),” to maintain each connection with such item of Company Registered Intellectual Property have been made and all necessary documents, recordations and certificates in full force connection with such Company Registered Intellectual Property have been filed with the relevant Intellectual Property authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, perfecting and effect; and (ii) no Legal Proceeding is pending ormaintaining such Company Registered Intellectual Property. Neither the Company nor any of its Subsidiaries has claimed any status in the application for or registration of any registered intellectual property rights, including “small business status,” that would not be applicable to Parent. Neither the Knowledge Company nor any of its Subsidiaries has misrepresented, or failed to disclose, any facts or circumstances in any application for any Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the Company, threatened, in which the ownership, scope, validity or enforceability of any Company Registered Intellectual Property is beingProperty. (iii) Section 3.13(b)(iii) of the Disclosure Schedule contains a complete and accurate list of all common law Trademarks and Domain Names and owned by, or held in the name of, the Company or its Subsidiaries. (iv) No act has beenbeen done or omitted to be done by the Company or its Subsidiaries, their predecessors or any Person acting on their behalf, which has, had or would reasonably be expected to be contested have the effect of impairing or challenged. Except as would not reasonably be expected dedicating to have a Company Material Adverse Effectthe public, (x) all assignmentsor entitling any Person to cancel, documents and instruments necessary to perfect the rights of the Company forfeit, modify or any of its Subsidiaries in consider abandoned, any Company Registered Intellectual Property. (v) All prior art material to the patentability of the claims in any issued or applied for Patents that are Company Registered Intellectual Property is cited in the respective issued Patents or patent applications, and there is no other material prior art with respect thereto. The Company, its Subsidiaries, their predecessors and any Person acting on their behalf, have been duly executed and validly delivered, filed and otherwise recorded in a timely manner complied with the appropriate Governmental Authorityduty of disclosure, candor and (y) good faith in connection with each such recording Patent and Patent application that is in compliance with all applicable LawsCompany Registered Intellectual Property.

Registered Intellectual Property. Section 3.16(aSchedule 3.18(a) of the Company Disclosure Letter sets forth Schedule is a true, correct complete and complete accurate list of (i) all Company 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 identifying for Company Registered Intellectual Property: all unregistered trademarks, service marks, trade names, logos, or corporate names used by any Contributed Company, (Aii) the jurisdiction jurisdictions in which each such item of Company Registered Intellectual Property has been registered or filed filed, dates issued, the owners of record and the applicable application, registration or serial number and date; number, and (Biii) the record owner and, if different, the legal owner and beneficial owner (and if any other Person that has an ownership interest in such item of Company Registered Intellectual Property, Property and the identity of such other owner and nature of such ownership interest. Schedule 3.18(a) and (ii) of the Company Disclosure Schedule also lists all internet domain names registered actions that are required to be taken by the Acquired Companies, including the domain name registrar. As any Contributed Company within 120 days of the date of this Agreement, the Company and its Subsidiaries have maintained all material Company hereof with respect to such Registered Intellectual Property in the ordinary course consistent with reasonable business practicesorder to avoid prejudice to, and has used reasonable business judgement in its prosecution, maintenance, and impairment or abandonment of Company such Registered Intellectual Property. The Each Contributed Company Registered Intellectual Property is subsisting andhas taken, or caused to the Knowledge of the Companybe taken, not invalid or unenforceable. Without limiting the generality of the foregoing, except as would not reasonably be expected reasonable actions to have a Company Material Adverse Effect: (i) with respect to each item of Company maintain any Registered Intellectual Property. All registration, all necessary: (A) fees, payments maintenance and filings have been timely submitted to the relevant Governmental Authority or domain name registrar; and (B) other actions have been timely taken, renewal fees currently due in the case of each of clauses “(A)” and “(B),” to maintain each connection with such item of Company Registered Intellectual 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 is being, has been, or would reasonably be expected to be contested or challenged. Except as would not reasonably be expected to have a Company Material Adverse Effect, (x) all assignments, documents and instruments necessary to perfect the rights of the Company or any of its Subsidiaries in any Company Registered Intellectual Property have been duly executed paid and validly deliveredall documents, recordations and certificates in connection with such Registered Intellectual Property currently required to be filed and otherwise recorded in a timely manner have been filed with the appropriate Governmental Authorityrelevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and (y) each perfecting such Registered Intellectual Property and recording is in compliance with all applicable Lawsthe Contributed Companies’ ownership interests therein. To the Company’s Knowledge, no Events have occurred and no facts, information or circumstances exist that would render any of the material Registered Intellectual Property invalid or unenforceable, or would affect any pending application for any material Registered Intellectual Property.