Common use of Registration; Validity Clause in Contracts

Registration; Validity. To the Knowledge of Seller and the Company, there are no facts, information, or circumstances, including any information or facts that would constitute prior art, that would render any of the Company Registered IP invalid or unenforceable, or would affect any pending application for any Company Registered IP. The Seller and/or the Company have made all filings and payments and taken all other actions required to be made or taken to maintain each item of Company Registered IP in full force and effect by the applicable deadline and otherwise in accordance with all Applicable Laws. No interference, opposition, reissue, reexamination, or other Proceeding is or has been pending or, to the Knowledge of Seller, threatened, in which the scope, validity or enforceability of any Company Registered IP is being, has been, or could reasonably be expected to be, contested or challenged. All filings, payments, and other actions required to be made or taken to maintain each item of Company Registered IP in full force and effect have been made by the applicable deadline. No application for a patent or a material copyright, or trademark registration filed by or on behalf of the Seller or any of its Affiliates with respect to the Business has been abandoned, allowed to lapse or rejected. The Company has not, and none of the Seller or any of its Affiliates with respect to the Business has, engaged in patent or copyright misuse or any fraud or inequitable conduct in connection with any Company Registered IP. The Company, the Seller and, to the Knowledge of the Seller and the Company, their patent counsel have complied with their duty of candor and disclosure and have made no material misrepresentations in the filings submitted to the applicable Governmental Authorities with respect to any patents included in the Company Registered IP. Section 5.13(d) of the Company Disclosure Schedule sets forth a detailed listing with respect to each item of Company Registered IP and all actions, filings and payment obligations due to be made to any Governmental Authority within ninety (90) days following the Closing Date in order to avoid prejudice to, impairment or abandonment of such Company Registered IP.

Registration; Validity. To the Knowledge of Seller and All Company Intellectual Property Rights are valid, subsisting and, to the Company’s Knowledge, there are no facts, information, or circumstances, including any information or facts that would constitute prior art, that would render any of the Company Registered IP invalid or unenforceable, or would affect any pending application for any Company Registered IPenforceable. The Seller and/or the Company have has made all filings and payments and taken all other actions required to be made or taken to maintain each item of Company Registered IP in full force and effect by the applicable deadline and otherwise in accordance with all Applicable Laws. No interference, opposition, reissue, reexamination, or other Proceeding proceeding is or since January 1, 2009 has been pending or, to the Knowledge of Sellerthe Company, threatened, in which the scope, validity or enforceability of any Company Registered IP Intellectual Property Right is being, being or has been, or could reasonably be expected to be, been contested or challenged. All Each item of Company Registered IP is in compliance with all legal requirements and all filings, payments, and other actions required to be made or taken to maintain each such item of Company Registered IP in full force and effect have been made by the applicable deadline. No application for a patent or a material copyright, or trademark registration or any other type of material Company Registered IP filed by or on behalf of the Seller or Company at any of its Affiliates with respect to the Business time since January 1, 2009 has been abandoned, allowed to lapse or rejected. The To the Knowledge of the Company, the Company has not, and none of the Seller or any of its Affiliates with respect to the Business has, not engaged in patent or copyright misuse or any fraud or inequitable conduct in connection with any Company Registered IP. The Company, the Seller and, to To the Knowledge of the Seller and the Company, their the Company and its patent counsel have complied with their duty of candor and disclosure and have made no material misrepresentations in the filings submitted to the applicable Governmental Authorities with respect to any patents included in the Company Registered IP. To the Knowledge of the Company, no trademark or trade name owned, used or applied for by the Company conflicts or interferes with any trademark or trade name owned, used, and applied for by any other Person. To the Knowledge of the Company, no event or circumstance (including a failure to 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 of any material trademark (whether registered or unregistered) owned, used or applied for by the Company. Section 5.13(d3.15(e) of the Company Seller Disclosure Schedule sets forth a detailed listing with respect to each item of Company Registered IP and all actions, filings and payment obligations due to be made to any Governmental Authority within ninety one hundred and eighty (90180) days following the Closing Date Date. All products sold or licensed by or on behalf of the Company and covered by a patent, trademark or copyright included in the Company Intellectual Property Rights have been marked with the notice (applicable as of the date hereof) of all nations requiring such notice in order to avoid prejudice to, impairment or abandonment of such Company Registered IPcollect damages.

Registration; Validity. To The Company IP is, to the Knowledge of Seller and the Company, there are no factsvalid, informationsubsisting, or circumstances, including any information or facts that would constitute prior art, that would render any of the Company Registered IP invalid or unenforceable, or would affect any pending application for any Company Registered IPand enforceable. The Seller and/or the Company have and each Company Subsidiary has made all filings and payments and taken all other actions required by law to be made or taken to maintain each item of Company IP that is Registered IP in full force and effect by the applicable deadline and otherwise in accordance with all Applicable Lawsdeadline, except where Company has decided to allow any such registration to lapse. No To the Knowledge of the Company, no interference, opposition, reissue, reexamination, or other Proceeding Action is or since January 1, 2012, has been pending or, to the Knowledge of Seller, or threatened, in which the scope, validity validity, or enforceability of any Company Registered IP is being, being or has been, or could reasonably be expected to be, been contested or challenged. All filings, payments, and other actions required to be made or taken to maintain each item of Company Registered IP in full force and effect have been made by the applicable deadline. No application for a patent Patent or a material copyright, mask work, or trademark Trademark registration or any other type of material Registered IP filed by or on behalf of the Seller Company or any of its Affiliates with respect to the Business Company Subsidiary at any time since January 1, 2012 has been abandoned, allowed to lapse lapse, or rejected. The Neither the Company nor any Company Subsidiary has not, and none of the Seller or any of its Affiliates with respect to the Business has, engaged in patent or copyright misuse or any fraud or inequitable conduct in connection with any Company Registered IP. The Company, the Seller and, to the Knowledge of the Seller Company and the Company, each Company Subsidiary and their patent counsel have complied with their duty of candor and disclosure and Table of Contents have made no material misrepresentations in the filings submitted to the applicable Governmental Authorities with respect to any patents all Patents included in the Company Registered IP. No Trademark owned, used, or applied for by the Company or any Company Subsidiary conflicts or interferes with any Trademark owned, used, and applied for by any other Person. To the Knowledge of the Company, no event or circumstance (including a failure to 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 of any material Trademark (whether registered or unregistered) owned, used, or applied for by the Company or any Company Subsidiary. Section 5.13(d3.17(e) of the Company Disclosure Schedule sets forth a detailed summary listing with respect to each item of Company Registered IP and all legally required actions, filings and payment obligations known to Company as of the Closing Date hereof and due to be made to any Governmental Authority within ninety one hundred and eighty (90180) days following the Closing Date in order to avoid prejudice to, impairment or abandonment of such Company Registered IPDate.

Registration; Validity. To All Company Intellectual Property is valid, subsisting and enforceable. The Company is in compliance in all material respects with all legal requirements applicable to the Knowledge of Seller Company Intellectual Property and the Company’s ownership and use thereof, there are no facts, information, or circumstances, including any information or facts and each item of Company Intellectual Property that would constitute prior art, that would render any of the Company is Registered IP invalid or unenforceable, or would affect any pending application for any Company Registered IPIntellectual Property is in compliance in all material respects with all legal requirements. The Seller and/or the Company have has made all filings and payments and taken all other actions required to be made or taken to maintain each item of Company Intellectual Property that is Registered IP Intellectual Property in full force and effect by the applicable deadline and otherwise in accordance with all Applicable Laws. As of the Closing Date, all registration, maintenance, filing or similar fees due as of the Closing Date in connection with the Company Intellectual Property shall have been paid. No interference, opposition, reissue, reexamination, reexamination or other Proceeding proceeding is or since the date of incorporation of the Company, has been pending or, to the Knowledge of SellerCompany’s Knowledge, threatened, in which the scope, validity or enforceability of any the Company Registered IP Intellectual Property is being, has been, been or could reasonably be expected to be, be contested or challenged. All filings, payments, and other actions required to be made or taken to maintain each item of Company Registered IP in full force and effect have been made by the applicable deadline. No application for a patent or a material copyrightpatent, copyright or trademark registration or any other type of Registered Intellectual Property filed by or on behalf of the Seller or Company at any time since the date of its Affiliates with respect to incorporation of the Business Company, has been abandoned, allowed to lapse or rejected. The Company has not, and none of the Seller or any of its Affiliates with respect to the Business has, not engaged in patent or copyright misuse or any fraud or inequitable conduct in connection with any Company Registered IPIntellectual Property. The Company, the Seller and, to the Knowledge of the Seller Company and the Company, their its patent counsel have complied with their duty of candor and disclosure and have made no material misrepresentations in the filings submitted to the applicable Governmental Authorities Entity with respect to any all patents included in the Company Registered IPIntellectual Property. Section 5.13(d) of To the Company’s Knowledge, no trademark or trade name owned, used or applied for by the Company Disclosure Schedule sets forth conflicts or interferes with any trademark or trade name owned, used or applied for by any other Person. No event or circumstance (including a detailed listing failure to 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 of any trademark (whether registered or unregistered) owned, used or applied for by the Company. The Company takes and has taken commercially reasonable measures to protect and preserve the confidentiality of its confidential information, including its trade secrets and know-how. The Company has complied with all of its obligations under all confidentiality and/or non-disclosure agreements entered into by the Company with third parties and with respect to each item of any such confidentiality and/or non-disclosure agreements that have expired or been terminated, the Company Registered IP and has filed for patent protection and/or taken commercially reasonable steps to otherwise protect, as appropriate, all actions, filings and payment obligations due confidential information provided to be made to any Governmental Authority within ninety (90) days following the Closing Date in order to avoid prejudice to, impairment or abandonment of such Company Registered IPthird parties thereunder.

Registration; Validity. To The Company IP is, to the Knowledge of Seller and the Company, there are no factsvalid, informationsubsisting, or circumstances, including any information or facts that would constitute prior art, that would render any of the Company Registered IP invalid or unenforceable, or would affect any pending application for any Company Registered IPand enforceable. The Seller and/or the Company have and each Company Subsidiary has made all filings and payments and taken all other actions required by law to be made or taken to maintain each item of Company IP that is Registered IP in full force and effect by the applicable deadline and otherwise in accordance with all Applicable Lawsdeadline, except where Company has decided to allow any such registration to lapse. No To the Knowledge of the Company, no interference, opposition, reissue, reexamination, or other Proceeding Action is or since January 1, 2012, has been pending or, to the Knowledge of Seller, or threatened, in which the scope, validity validity, or enforceability of any Company Registered IP is being, being or has been, or could reasonably be expected to be, been contested or challenged. All filings, payments, and other actions required to be made or taken to maintain each item of Company Registered IP in full force and effect have been made by the applicable deadline. No application for a patent Patent or a material copyright, mask work, or trademark Trademark registration or any other type of material Registered IP filed by or on behalf of the Seller Company or any of its Affiliates with respect to the Business Company Subsidiary at any time since January 1, 2012 has been abandoned, allowed to lapse lapse, or rejected. The Neither the Company nor any Company Subsidiary has not, and none of the Seller or any of its Affiliates with respect to the Business has, engaged in patent or copyright misuse or any fraud or inequitable conduct in connection with any Company Registered IP. The Company, the Seller and, to the Knowledge of the Seller Company and the Company, each Company Subsidiary and their patent counsel have complied with their duty of candor and disclosure and have made no material misrepresentations in the filings submitted to the applicable Governmental Authorities with respect to any patents all Patents included in the Company Registered IP. No Trademark owned, used, or applied for by the Company or any Company Subsidiary conflicts or interferes with any Trademark owned, used, and applied for by any other Person. To the Knowledge of the Company, no event or circumstance (including a failure to 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 of any material Trademark (whether registered or unregistered) owned, used, or applied for by the Company or any Company Subsidiary. Section 5.13(d3.17(e) of the Company Disclosure Schedule sets forth a detailed summary listing with respect to each item of Company Registered IP and all legally required actions, filings and payment obligations known to Company as of the Closing Date hereof and due to be made to any Governmental Authority within ninety one hundred and eighty (90180) days following the Closing Date in order to avoid prejudice to, impairment or abandonment of such Company Registered IPDate.

Registration; Validity. To the Knowledge of Seller and the Company, there are no facts, information, or circumstances, including any information or facts that would constitute prior art, that would render any of the All Company Registered IP invalid or unenforceableis valid, or would affect any pending application for any Company Registered IPsubsisting and enforceable. The Seller and/or the Company Companies and licensors have made all filings and payments and taken all other actions required to be made or taken to maintain each item of Company Registered IP in full force and effect by the applicable deadline and otherwise in accordance with all Applicable Laws. No interference, opposition, reissue, reexamination, or other Proceeding is or since January 1, 2011 has been pending or, to the Knowledge of Sellerthe Companies, threatened, in which the scope, validity or enforceability of any Company Registered IP is being, being or has been, or could reasonably be expected to be, been contested or challenged. All filings, payments, and other actions required to be made or taken to maintain each Each item of Company Registered IP is in full force and effect have been made by the applicable deadlinecompliance with all Applicable Laws. No application for a patent or a material copyright, or trademark registration or any other type of material Company Registered IP filed by or on behalf of the Seller or any of its Affiliates with respect to the Business Companies or their respective licensors at any time since January 1, 2011 has been abandoned, allowed to lapse or rejected. The Company has not, and none of the Seller or any of its Affiliates with respect to the Business has, Companies have not engaged in patent or copyright misuse or any fraud or inequitable conduct in connection with any Company Registered IP. The Company, the Seller Companies and, to the Knowledge of the Seller Companies, their licensors and the Company, their patent counsel have complied with their duty of candor and disclosure and have made no material misrepresentations in the filings submitted to the applicable Governmental Authorities with respect to any patents or patent applications included in the Company Registered IP. To the Knowledge of the Companies, no trademark or trade name owned, used or applied for by the Companies conflicts or interferes with any trademark or trade name owned, used, and applied for by any other Person. To the Knowledge of the Companies, no event or circumstance (including a failure to 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 of any material trademark (whether registered or unregistered) owned, used or applied for by the Companies. Section 5.13(d5.13(e) of the Company Companies’ Disclosure Schedule sets forth a detailed listing with respect to each item of Company Registered IP and all actions, filings and payment obligations due to be made to any Governmental Authority within ninety (90) 180 calendar days following the Closing Date date hereof in order to avoid prejudice to, impairment or abandonment of such Company Registered IP. There are no products being sold or licensed by or on behalf of the Companies that are covered by a patent, trademark or copyright included in the Company Intellectual Property in jurisdictions that require such products to have been accurately marked with the notice in order to collect damages.