Common use of Status of Proprietary Assets Clause in Contracts

Status of Proprietary Assets. Each Group Company (i) has independently developed or owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use, all Proprietary Assets, including without limitation all Registered Intellectual Property, necessary and appropriate or otherwise material for the Business and without any conflict with or infringement of the rights of others. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Group Company’s Proprietary Assets. No Group Company has received any written communications alleging that it has violated or, by conducting its business as currently conducted or as currently proposed, has violated or would violate any Proprietary Assets of any other person or entity, nor, to the best knowledge of the Seller Parties, is there any reasonable basis therefor. To the best knowledge of the Seller Parties, none of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any agreement (including licenses, covenants or commitments of any nature) or other arrangement or undertaking of any kind, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as currently conducted or currently proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. To the best knowledge of the Seller Parties, neither the execution nor delivery of this Agreement, the Restated Shareholders Agreement or any Ancillary Agreement, nor the carrying on of the Business of any Group Company by its employees, nor the conduct of the business of any Group Company as currently conducted or proposed to be conducted, conflict or will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. It will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. No government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company that would adversely affect or interfere with any Group Company’s title or right to use to such Proprietary Assets in any way. For purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, business methods, trade secrets, confidential and proprietary information, proprietary rights, knowhow and processes, and all documentation related to any of the foregoing; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority.

Status of Proprietary Assets. Each Group Company (i) has independently developed or owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use, all Proprietary Assets, including without limitation all Registered Intellectual Property, necessary and appropriate or otherwise material for the Business and without any conflict with or infringement of the rights of others. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Group Company’s Proprietary Assets. No Group Company has received any written communications alleging that it has violated or, by conducting its business as currently conducted or as currently proposed, has violated or would violate any Proprietary Assets of any other person or entity, nor, to the best knowledge of the Seller Parties, is there any reasonable basis therefor. To the best knowledge of the Seller Parties, none of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any agreement (including licenses, covenants or commitments of any nature) or other arrangement or undertaking of any kind, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as currently conducted or currently proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. To the best knowledge of the Seller Parties, neither the execution nor delivery of this Agreement, the Restated Shareholders Agreement or any Ancillary Agreement, nor the carrying on of the Business of any Group Company by its employees, nor the conduct of the business of any Group Company as currently conducted or proposed to be conducted, conflict or will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. It will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. No government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company that would adversely affect or interfere with any Group Company’s title or right to use to such Proprietary Assets in any way. For purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, business methods, trade secrets, confidential and proprietary information, proprietary rights, knowhow and processes, and all documentation related to any of the foregoing; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority.proprietary

Status of Proprietary Assets. (a) Each Group Company (i) has independently developed or and owns free and clear of all claims, security interests, liens or other encumbrancesany Encumbrance, or (ii) has a valid right or license to use, all Proprietary Assets, including without limitation all Registered Intellectual Property, necessary and appropriate or otherwise material for its business as now conducted and as proposed to be conducted and, to the Business and knowledge of the Company, without any conflict with or infringement of the rights of others. Section 8 of the Disclosure Schedule contains a complete list of Registered Intellectual Property of each Group Company. (b) There are no outstanding options, licenses, agreements Contracts or rights of any kind granted by any Group Company or any other party Person relating to any Group Company’s Proprietary Assets. No , nor is any Group Company bound by or a party to any options, licenses, Contracts or rights of any kind with respect to the Proprietary Assets of any other Person, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. (c) Neither the Founder nor any of the Group Companies has received any written communications alleging that it has violated or, by conducting its business as currently conducted or as currently proposed, has violated or would violate any Proprietary Assets of any other person or entityPerson, nor, to the best knowledge of the Seller Parties, Group Companies is there any reasonable basis therefor. To the best knowledge of the Seller PartiesGroup Companies, none no other Person is infringing any Proprietary Assets of any Group Company. (d) Neither the Founder, nor any of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any agreement (including licenses, covenants or commitments of any nature) or other arrangement or undertaking of any kindContract, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts endeavors to promote the interests of such Group Company or that would conflict with the business of such Group Company as currently conducted or currently proposed to be conducted or that would prevent such Founder, officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. To Neither the best knowledge of the Seller Partiesexecution, neither the execution delivery nor delivery performance of this Agreement, the Restated Shareholders Agreement or any Ancillary Agreement, nor the carrying on of the Business business of any Group Company by its employees, nor the conduct of the business of any Group Company as currently conducted or proposed proposed, will, to be conductedthe best knowledge of the Group Companies, conflict or will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument Contract under which any of such employees is now obligated. It will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. No government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company that would adversely affect or interfere with any Group Company’s title or right to use to such Proprietary Assets in any way. For purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, business methods, trade secrets, confidential and proprietary information, proprietary rights, knowhow and processes, and all documentation related to any of the foregoing; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority.

Status of Proprietary Assets. For purpose of this Agreement, “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, formulas, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes of a company. Each Group Company (i) has independently developed owns or owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to useuse all the Proprietary Assets necessary for its business as now conducted and as proposed to be conducted and, all Proprietary Assetsto the best knowledge of each Key Shareholder, including without limitation all Registered Intellectual Property, necessary and appropriate or otherwise material for the Business and without any conflict with or infringement of the any rights of othersany third party. Section 3.9 of the Disclosure Schedule contains a complete list of Proprietary Assets of each Group Company. There are no outstanding options, licenses, licenses or agreements or rights of any kind granted by any Group Company or any other party relating to any Group Company’s of its Proprietary Assets, nor is any Group Company bound by or a party to any options, licenses or agreements of any kind with respect to the Proprietary Assets of any other person or entity, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. No Group Company has received any written communications alleging that it has violated or, by conducting its business as currently conducted or as currently proposed, has violated or would violate any Proprietary Assets of any other person or entity, nor, to the best knowledge of the Seller Partieseach Key Shareholder, is are there any potential allegations or any reasonable basis thereforfor any actual or potential allegations. To the best knowledge Each Group Company is not aware that any of the Seller Parties, none of the current or former its officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any agreement contract (including licenses, covenants or commitments of any nature) or other arrangement or undertaking of any kindagreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as currently conducted or currently proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company any and all inventions conceived or reduced to practice in connection with services rendered to such Group Company. To the best knowledge of the Seller Parties, neither Neither the execution nor delivery of this Agreement, the Restated Shareholders Agreement or and any Ancillary Agreement, nor the carrying on of the Business business of any Group Company by its employees, nor the conduct of the business of any Group Company as currently conducted or proposed proposed, will, to be conductedthe best knowledge of each Key Shareholder, conflict or will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. It will not be necessary No Group Company needs to utilize any inventions of any of the Group Companies’ its employees (or people the Group Companies it currently intend intends to hire) made prior to or outside the scope of their employment by the relevant Group Company. No government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any such Group Company that would adversely affect or interfere with any Group Company’s title or right to use to such Proprietary Assets in any way. For for the purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, conducting its business methods, trade secrets, confidential and proprietary information, proprietary rights, knowhow and processes, and all documentation related to any of the foregoing; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authorityproposed business.