Common use of Technology and Intellectual Property Clause in Contracts

Technology and Intellectual Property. All Intellectual Property that is registered with any Governmental Authority by the Company, any of its Subsidiaries or any of the Non-Registered Funds or subject to an application for registration with any Governmental Authority submitted by or on behalf of the Company, any of its Subsidiaries or any of the Non-Registered Funds is listed in Section 2.17 of the Company Disclosure Schedule (the "Registered IP"), which also sets forth a list of all jurisdictions in which such Registered IP is registered or registrations have been applied for and all related registration and application numbers. All Registered IP owned by the Company, any of its Subsidiaries or any of the Non-Registered Funds has been duly registered in, filed in or issued by the appropriate Governmental Authority. Other than as expressly indicated otherwise in the Parent Interim Services Agreement, each of the Company, its Subsidiaries and the Non-Registered Funds has (and upon consummation of the transactions contemplated hereby will have) ownership of, or such other rights by license, lease or other agreement in and to, all Intellectual Property necessary to conduct the business of the Company, its Subsidiaries and the Non-Registered Funds substantially in the manner presently conducted, and the consummation of the transactions contemplated hereby does not and will not materially conflict with, materially alter or materially impair any such ownership or rights. None of the Company nor any of its Subsidiaries has granted any option or license of any kind to any third party relating to any Registered IP or Symphony Signals (as defined in the Asset Purchase Agreement) used by the Company or its Subsidiaries or the marketing or distribution thereof and none of the Company nor any of its Affiliates has granted any option or license of any kind to any third party relating to any Registered IP or Symphony Signals owned or used solely by the Company or its Subsidiaries or the marketing or distribution thereof. All material Technology of the Company, its Subsidiaries and the Non-Registered Funds has been maintained in confidence in accordance with protection procedures customarily used in the industry to protect rights of like importance. None of the Symphony Parties has received any written notice that any of the Technology owned by the Company is invalid or unenforceable. To the Knowledge of the Symphony Parties, none of the Company, its Subsidiaries or the Non-Registered Funds has infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, nor, to the Knowledge of the Symphony Parties, has any other Person infringed on a continuing basis any rights that the Company or any of its Subsidiaries has in the Registered IP, other than as would not, individually or in the aggregate, have a Company Material Adverse Effect. Following the execution of the Parent Agreements, each of the Company, each of its Subsidiaries and each of the Non-Registered Funds will own or license all computer software developed or currently used by it which is material to the conduct of its business as currently conducted ("Computer Software") and will have the right to use such software in accordance with the terms of any applicable license without infringing upon the intellectual property rights (including trade secrets rights) of any third party, in each case other than any Terminated Services (as defined in the Parent Interim Services Agreement) or other than as would not, individually or in the aggregate, have a Company Material Adverse Effect. None of the Company, its Subsidiaries or the Non-Registered Funds has received written notice of any claim respecting any violation or infringement of the Computer Software by the Company, its Subsidiaries or the Non-Registered Funds.

Technology and Intellectual Property. All Intellectual Property that is registered with any Governmental Authority by the Company, any of its Subsidiaries or any Each of the Non-Registered Funds or subject to an application for registration with any Governmental Authority submitted by or on behalf of the Company, any of its Subsidiaries or any of the Non-Registered Funds is listed in Section 2.17 of the Company Disclosure Schedule (the "Registered IP"), which also sets forth a list of all jurisdictions in which such Registered IP is registered or registrations have been applied for Sellers and all related registration and application numbers. All Registered IP owned by the Company, any of its Subsidiaries or any of the Non-Registered Funds has been duly registered in, filed in or issued by the appropriate Governmental Authority. Other than as expressly indicated otherwise in the Parent Interim Services Agreement, each of the Company, its their Subsidiaries and the Non-Registered Funds Sponsored Investment Companies has (and upon consummation of the transactions contemplated hereby will have) ownership of, or such other rights by license, lease or other agreement in and to, all Intellectual Property intellectual property necessary to conduct the business of the Company, Private Partnership and its Subsidiaries and the Non-Registered Funds Sponsored Investment Companies substantially in the manner presently conducted, and the consummation of the transactions Transactions as contemplated hereby does not and will not materially conflict with, materially alter or materially impair any such ownership or rights. None of the Company nor any of its Subsidiaries has granted any option Sellers or license of any kind to any third party relating to any Registered IP or Symphony Signals (as defined in the Asset Purchase Agreement) used by the Company or its Subsidiaries or the marketing or distribution thereof and none of the Company nor any of its their respective Affiliates has granted any option or license of any kind to any third party relating to any Registered IP technology or Symphony Signals owned intellectual property owned, used, filed by or licensed to the Sellers or their Subsidiaries (and used solely by in conducting the Company or its Subsidiaries business of such entity) or the marketing or distribution thereof. All such material Technology of the Company, its Subsidiaries and the Non-Registered Funds technology has been maintained in confidence in accordance with protection procedures customarily used in the industry to protect rights of like importance. None of the Symphony Parties has received any written notice that any of the Technology owned by the Company is invalid or unenforceable. To the Knowledge of the Symphony PartiesSellers, none of the Company, its their Subsidiaries or the Non-Registered Funds has Sponsored Investment Companies has, to the Seller's knowledge, infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, nor, to the Knowledge of the Symphony PartiesSellers' knowledge, has any other Person infringed on a continuing basis any rights that the Company Sellers or any of its their Subsidiaries has in the Registered IP, other than as would not, individually or in the aggregate, have a Company Material Adverse Effectintellectual property. Following the execution Each of the Parent AgreementsSellers, each of the Company, each of its their Subsidiaries and each of the Non-Registered Funds will own Sponsored Investment Companies owns or license licenses all computer software developed or currently used by it which is material to the conduct of its business as currently conducted ("Computer Software") and will have has the right to use such software in accordance with the terms of any applicable license without infringing upon the intellectual property rights (including trade secrets rights) of any third party, in each case other than any Terminated Services (as defined in the Parent Interim Services Agreement) or other than as would not, individually or in the aggregate, have a Company Material Adverse Effect. None of the CompanySellers, its any of their Subsidiaries or any of the Non-Registered Funds Sponsored Investment Companies has received written notice of any claim respecting any such violation or infringement of the Computer Software by the Company, its Subsidiaries or the Non-Registered Fundsinfringement.

Technology and Intellectual Property. All Intellectual Property that is registered with any Governmental Authority by the Company, any of its Subsidiaries or any of the Non-Registered Funds or subject to an application for registration with any Governmental Authority submitted by or on behalf of the Company, any of its Subsidiaries or any of the Non-Registered Funds is listed in Section 2.17 of the Company Disclosure Schedule (the "Registered IP"), which also sets forth a list of all jurisdictions in which such Registered IP is registered or registrations have been applied for and all related registration and application numbers. All Registered IP owned by the Company, any of its Subsidiaries or any of the Non-Registered Funds Company has been duly registered in, filed in or issued by the appropriate Governmental Authority. Other than as expressly indicated otherwise Authority where such registration, filing or issuance is necessary for the conduct of the business of the Company substantially in the Parent Interim Services Agreement, each of the Company, its Subsidiaries and the Non-Registered Funds manner presently conducted. The Company has (and upon consummation of the transactions contemplated hereby will have) ownership of, or such other rights by license, lease or other agreement in and to, all Intellectual Property necessary to conduct the business of the Company, its Subsidiaries and the Non-Registered Funds Company substantially in the manner presently conducted, and the consummation of the transactions contemplated hereby does not and will not materially conflict with, materially alter alter, or materially impair any such ownership or rights. None of Neither the Company nor Parent or any of its other Subsidiaries has granted any option or license of any kind to any third party relating to any Registered IP Technology or Symphony Signals (as defined in the Asset Purchase Agreement) used Intellectual Property owned, used, filed by or licensed to, the Company or its Subsidiaries or the marketing or distribution thereof and none of the Company nor any of its Affiliates has granted any option or license of any kind to any third party relating to any Registered IP or Symphony Signals owned or used solely by the Company or its Subsidiaries or the marketing or distribution thereof. All material Technology of the Company, its Subsidiaries and the Non-Registered Funds The Company has been maintained in confidence in accordance with protection procedures customarily used in the industry to protect rights of like importance. None of the Symphony Parties has received any written notice that any of the Technology owned by the Company is invalid or unenforceable. To the Knowledge of the Symphony Parties, none of the Company, its Subsidiaries or the Non-Registered Funds has not infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, nor, to the Knowledge of the Symphony Old Mutual Parties, has any other Person infringed on a continuing basis any rights that the Company or any of its Subsidiaries has in the Registered IPIntellectual Property owned by the Company, other than as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. Following the execution of the Parent Agreements, each of the Company, each of its Subsidiaries and each of the Non-Registered Funds will own The Company owns or license licenses all computer software developed or currently used by it which is material to the conduct of its business as currently conducted ("Computer Software") and will have has the right to use such software in accordance with the terms of any applicable license without infringing upon the intellectual property Intellectual Property rights (including trade secrets rights) of any third party, in each case other than any Terminated Services (as defined in the Parent Interim Services Agreement) or other than as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. None of the Company, its Subsidiaries or the Non-Registered Funds The Company has not received written notice of any claim respecting any violation or infringement of the Computer Software by the Company, its Subsidiaries or the Non-Registered Funds.

Technology and Intellectual Property. All Intellectual ------------------------------------ Property that is registered with any Governmental Authority by the Company, any of its Subsidiaries or any of the Non-Registered Funds or subject to an application for registration with any Governmental Authority submitted by or on behalf of the Company, any of its Subsidiaries or any of the Non-Registered Funds is listed in Section 2.17 of the Company Disclosure Schedule (the "Registered IP"), which also sets forth a list of all jurisdictions in which such Registered IP is registered or registrations have been applied for and all related registration and application numbers. All Registered IP owned by the Company, any of its Subsidiaries or any of the Non-Registered Funds has been duly registered in, filed in or issued by the appropriate Governmental Authority. Other than as expressly indicated otherwise in the Parent Interim Services Agreement, each of the Company, its Subsidiaries and the Non-Registered Funds has (and upon consummation of the transactions contemplated hereby will have) ownership of, or such other rights by license, lease or other agreement in and to, all Intellectual Property necessary to conduct the business of the Company, its Subsidiaries and the Non-Registered Funds substantially in the manner presently conducted, and the consummation of the transactions contemplated hereby does not and will not materially conflict with, materially alter or materially impair any such ownership or rights. None of the Company nor any of its Subsidiaries has granted any option or license of any kind to any third party relating to any Registered IP or Symphony Signals (as defined in the Asset Purchase Agreement) used by the Company or its Subsidiaries or the marketing or distribution thereof and none of the Company nor any of its Affiliates has granted any option or license of any kind to any third party relating to any Registered IP or Symphony Signals owned or used solely by the Company or its Subsidiaries or the marketing or distribution thereof. All material Technology of the Company, its Subsidiaries and the Non-Registered Funds has been maintained in confidence in accordance with protection procedures customarily used in the industry to protect rights of like importance. None of the Symphony Parties has received any written notice that any of the Technology owned by the Company is invalid or unenforceable. To the Knowledge of the Symphony Parties, none of the Company, its Subsidiaries or the Non-Registered Funds has infringed or violated any trademark, trade name, copyright, patent, trade secret right or other proprietary right of others, nor, to the Knowledge of the Symphony Parties, has any other Person infringed on a continuing basis any rights that the Company or any of its Subsidiaries has in the Registered IP, other than as would not, individually or in the aggregate, have a Company Material Adverse Effect. Following the execution of the Parent Agreements, each of the Company, each of its Subsidiaries and each of the Non-Registered Funds will own or license all computer software developed or currently used by it which is material to the conduct of its business as currently conducted ("Computer Software") and will have the right to use such software in accordance with the terms of any applicable license without infringing upon the intellectual property rights (including trade secrets rights) of any third party, in each case other than any Terminated Services (as defined in the Parent Interim Services Agreement) or other than as would not, individually or in the aggregate, have a Company Material Adverse Effect. None of the Company, its Subsidiaries or the Non-Registered Funds has received written notice of any claim respecting any violation or infringement of the Computer Software by the Company, its Subsidiaries or the Non-Registered Funds.