Common use of Title; Validity; Pending Applications; Infringements, Etc Clause in Contracts

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders and/or the Corporation, the Corporation has full legal and beneficial ownership (free and clear of any and all encumbrances) of all of the Intellectual Property, and neither the Corporation nor any of the Shareholders has received any notice or claim (whether written, oral or otherwise) challenging the Corporation's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither the Shareholders nor the Corporation are in default under any license agreements pertaining to the Intellectual Property used in the Corporation's business and licensed to the Shareholders and/or the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect as to the Corporation after Closing. (ii) All of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its use, and neither the Corporation nor any of the Shareholders has received any notice or claim (whether written, oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation will conflict with, infringe upon, violate or interfere with, or constitute an appropriation of, any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation has not conducted its business, and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conducted; (v) Except as set forth in Exhibit H, the Corporation has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted; and (vi) The Corporation has timely met all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders Shareholder and/or the Corporation, the Corporation has full legal and beneficial ownership (free and clear of any and all encumbrances) of all of the Intellectual Property, and neither the Corporation nor any of the Shareholders Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the Corporation's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither the Shareholders Shareholder nor the Corporation are in default under any license agreements pertaining to the Intellectual Property used in the Corporation's business and licensed to the Shareholders Shareholder and/or the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect as to the Corporation after Closing. (ii) All of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its use, and neither the Corporation nor any of the Shareholders Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation will conflict with, infringe upon, violate or interfere with, or constitute an appropriation of, any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation has not conducted its business, and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conducted; (v) Except as set forth in Exhibit H, the Corporation has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted; and (vi) The Corporation has timely met all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders and/or the CorporationBusiness Contribution Member, the Corporation Business Contribution Member has full legal and beneficial ownership (free and clear of any and all encumbrancesEncumbrances) of all of the Intellectual PropertyProperty , and neither the Corporation Business Contribution Member nor any of the Shareholders has have received any notice or claim (whether written, oral or otherwise) challenging the CorporationBusiness Contribution Member's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither ; the Shareholders nor Business Contribution Member has all legal and other rights required to transfer the Corporation are in default under any license agreements pertaining to ownership of the Intellectual Property used in the Corporation's business and licensed to the Shareholders and/or Company at the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect Closing as to the Corporation after Closing.contemplated hereby; (ii) All of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its use, and neither the Corporation Business Contribution Member nor any of the Shareholders has received any notice or claim (whether written, written oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation Business Contribution Member will conflict with, infringe upon, violate or interfere with, with or constitute an appropriation of, of any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation Business Contribution Member has not conducted its businessbusiness (including, without limitation, the Business), and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation Business Contribution Member has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conductedconducted (including, without limitation, the Business); (v) Except as set forth in Exhibit HK, the Corporation Business Contribution Member has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation Business Contribution Member in the conduct of its business (including, without limitation, the Business) as heretofore conducted; and (vi) The Corporation Business Contribution Member has timely met all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation Business Contribution Member in the conduct of its business (including, without limitation, the Business) as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders and/or the CorporationBusiness Contribution Member, the Corporation Business Contribution Member has full legal and beneficial ownership (free and clear of any and all encumbrancesEncumbrances) of all of the Intellectual Property, and neither the Corporation nor any of the Shareholders Business Contribution Member has not received any notice or claim (whether written, oral or otherwise) challenging the CorporationBusiness Contribution Member's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither ; the Shareholders nor Business Contribution Member has all legal and other rights required to transfer the Corporation are in default under any license agreements pertaining to ownership of the Intellectual Property used in the Corporation's business and licensed to the Shareholders and/or Company at the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect Closing as to the Corporation after Closing.contemplated hereby; (ii) All of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its use, and neither the Corporation nor any of the Shareholders Business Contribution Member has not received any notice or claim (whether written, written oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation Business Contribution Member will conflict with, infringe upon, violate or interfere with, with or constitute an appropriation of, of any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation Business Contribution Member has not conducted its businessbusiness (including, without limitation, the Business), and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation Business Contribution Member has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conductedconducted (including, without limitation, the Business); (v) Except as set forth in Exhibit HK, the Corporation Business Contribution Member has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation Business Contribution Member in the conduct of its business (including, without limitation, the Business) as heretofore conducted; and (vi) The Corporation Business Contribution Member has timely met all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation Business Contribution Member in the conduct of its business (including, without limitation, the Business) as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders and/or the CorporationBusiness Contribution Member, the Corporation Business Contribution Member has full legal and beneficial ownership (free and clear of any and all encumbrancesEncumbrances) of all of the Intellectual PropertyProperty , and neither the Corporation Business Contribution Member nor any of the Shareholders has Members have received any notice or claim (whether written, oral or otherwise) challenging the CorporationBusiness Contribution Member's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither ; the Shareholders nor Business Contribution Member has all legal and other rights required to transfer the Corporation are in default under any license agreements pertaining to ownership of the Intellectual Property used in the Corporation's business and licensed to the Shareholders and/or Company at the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect Closing as to the Corporation after Closing.contemplated hereby; (ii) All of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its use, and neither the Corporation Business Contribution Member nor any of the Shareholders Members has received any notice or claim (whether written, written oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation Business Contribution Member will conflict with, infringe upon, violate or interfere with, with or constitute an appropriation of, of any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation Business Contribution Member has not conducted its businessbusiness (including, without limitation, the Business), and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation Business Contribution Member has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conductedconducted (including, without limitation, the Business); (v) Except as set forth in Exhibit HK, the Corporation Business Contribution Member has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation Business Contribution Member in the conduct of its business (including, without limitation, the Business) as heretofore conducted; and (vi) The Corporation Business Contribution Member has timely met all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation Business Contribution Member in the conduct of its business (including, without limitation, the Business) as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders and/or the CorporationCorporation and except as disclosed on Exhibit H, the Corporation has full legal and beneficial ownership (free and clear of any and all encumbrances) of all of the Intellectual Property, and neither the Corporation nor any of the Shareholders has received any notice or claim (whether written, oral or otherwise) challenging the Corporation's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither the Shareholders nor the Corporation are in default under any license agreements pertaining to the Intellectual Property used in the Corporation's business and licensed to the Shareholders and/or the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect as to the Corporation after Closing. (ii) All of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its useuse except as disclosed in Exhibit H, and neither the Corporation nor any of the Shareholders has received any notice or claim (whether written, oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation will conflict with, infringe upon, violate or interfere with, or constitute an appropriation of, any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation has not conducted its business, and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conducted; (v) Except as set forth in Exhibit H, the Corporation has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted; and (vi) The Corporation has timely met all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders Shareholder and/or the Corporation, the Corporation has full legal and beneficial ownership (free and clear of any and all encumbrances) of all of the Intellectual Property, and neither the Corporation nor any of the Shareholders Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the Corporation's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither the Shareholders Shareholder nor the Corporation are in default under any license agreements pertaining to the Intellectual Property used in the Corporation's business and licensed to the Shareholders Shareholder and/or the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect as to the Corporation after Closing. (ii) All of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its use, and neither the Corporation nor any of the Shareholders Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation will conflict with, infringe upon, violate or interfere with, or constitute an appropriation of, any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation has not conducted its business, and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conducted; (v) Except as set forth in Exhibit H, the Corporation has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted; and (vi) The Corporation has timely met all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders Shareholder and/or the Corporation, the Corporation has full legal and beneficial ownership (free and clear of any and all encumbrances) of all of the Intellectual Property, and neither the Corporation nor any of the Shareholders Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the Corporation's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither the Shareholders Shareholder nor the Corporation are in default under any license agreements pertaining to the Intellectual Property used in the Corporation's business and licensed to the Shareholders Shareholder and/or the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect as to the Corporation after Closing. (ii) All Except for Intellectual Property licensed to the Shareholder and/or the Corporation, all of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its use, and neither the Corporation nor any of the Shareholders Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation will conflict with, infringe upon, violate or interfere with, or constitute an appropriation of, any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation has not conducted its business, and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conducted; (v) Except as set forth in Exhibit H, the Corporation has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted; and (vi) The Except as set forth in Exhibit H, the Corporation has timely met all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders Shareholder and/or the Corporation, the Corporation has full legal and beneficial ownership (ownership, free and clear of any and all encumbrances) , of all of the Intellectual Property, provided, however, that the Company understands and acknowledges that neither the Corporation nor any of the Shareholders Shareholder can warrant ownership or license rights to its name, trade name, trade xxxx, and service xxxx and the Company accepts such intellectual property "as is" without warranty. Neither the Corporation nor the Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the Corporation's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither the Shareholders Shareholder nor the Corporation are in default under any license agreements pertaining to the Intellectual Property used in the Corporation's business and licensed to the Shareholders Shareholder and/or the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect as to the Corporation after Closing. (ii) All of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its use, and neither the Corporation nor any of the Shareholders Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation will conflict with, infringe upon, violate or interfere with, or constitute an appropriation of, any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation has not conducted its business, and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conducted; (v) Except as set forth in Exhibit H, the Corporation has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted; and (vi) The Corporation has timely met all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders Sole Shareholder and/or the Corporation, the Corporation has full legal and beneficial ownership (free and clear of any and all encumbrances) of all of the Intellectual Property, and neither the Corporation nor any of the Shareholders Sole Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the Corporation's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither the Shareholders Sole Shareholder nor the Corporation are in default under any license agreements pertaining to the Intellectual Property used in the Corporation's business and licensed to the Shareholders Sole Shareholder and/or the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect as to the Corporation after Closing. (ii) All of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its use, and neither the Corporation nor any of the Shareholders Sole Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation will conflict with, infringe upon, violate or interfere with, or constitute an appropriation of, any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation has not conducted its business, and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conducted; (v) Except as set forth in Exhibit H, the Corporation has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted; and (vi) The Corporation has timely met all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders and/or the Corporation (and, prior to the Corporation's acquisition of Deadline Express, to the shareholders of Deadline Express and/or Deadline Express), the Corporation (and, prior to the Corporation's acquisition of Deadline Express, Deadline Express) has full legal and beneficial ownership (free and clear of any and all encumbrances) of all of the Intellectual Property, and neither the Corporation (nor, prior to the Corporation's acquisition of Deadline Express, Deadline Express) nor any of the Shareholders has received any notice or claim (whether written, oral or otherwise) challenging the Corporation's ownership or rights (nor, prior to the Corporation's acquisition of Deadline Express, Deadline Express's ownership or rights) in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither the Shareholders nor the Corporation (nor, prior to the Corporation's acquisition of Deadline Express, Deadline Express) are in default under any license agreements pertaining to the Intellectual Property used in the Corporation's business (and, prior to the Corporation's acquisition of Deadline Express, Deadline Express's business) and licensed to the Shareholders and/or the Corporation (and, prior to the Corporation's acquisition of Deadline Express, to the shareholders of Deadline Express or Deadline Express); all such license agreements are valid and in full force and effect, and shall continue in full force and effect as to the Corporation after Closing. (ii) All of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its use, and neither the Corporation (nor, prior to the Corporation's acquisition of Deadline Express, Deadline Express) nor any of the Shareholders has received any notice or claim (whether written, oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation (nor, prior to the Corporation's acquisition of Deadline Express, by Deadline Express) will conflict with, infringe upon, violate or interfere with, or constitute an appropriation of, any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation (and, prior to the Corporation's acquisition of Deadline Express, Deadline Express) has not conducted its business, and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation (and, prior to the Corporation's acquisition of Deadline Express, Deadline Express) has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conducted; (v) Except as set forth in Exhibit H, the Corporation (and, prior to the Corporation's acquisition of Deadline Express, Deadline Express) has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation (and, prior to the Corporation's acquisition of Deadline Express, Deadline Express) in the conduct of its business or Deadline Express's as heretofore conducted; and (vi) The Corporation (and, prior to the Corporation's acquisition of Deadline Express, Deadline Express) has timely met all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation it in the conduct of its business and Deadline Express's business as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.

Title; Validity; Pending Applications; Infringements, Etc. Except as set forth in Schedule 2.3(k)(ii) and except for those matters which in the aggregate would not result in a Company Material Adverse Effect, (iA) Except for Intellectual Property licensed to the Shareholders and/or the Corporation, the Corporation Company has full legal and beneficial ownership (free and clear of any and all encumbrancesEncumbrances) of, or a valid right to use (free of all any material restriction not entered into in the ordinary course of the Company's business), all Intellectual PropertyProperty listed on Schedule Schedule 2.3(k)(i), and neither the Corporation Company nor any of the Shareholders its Affiliates has received any notice or claim (whether written, oral or otherwise) challenging the CorporationCompany's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither the Shareholders nor the Corporation are in default under any license agreements pertaining to the , (B) all Intellectual Property used in the Corporation's business and licensed to the Shareholders and/or the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect as to the Corporation after Closing. (iilisted on Schedule 2.3(k)(i) All of the Intellectual Property is legally valid and enforceable without any material qualification, limitation or restriction on its use, and neither the Corporation Company nor any of the Shareholders its Affiliates has received any notice or claim (whether written, oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; , (iiiC) Neither with respect to any Intellectual Property listed on Schedule 2.3(k)(i) for which registration with any private or governmental entity is permitted, but which has not yet been registered, all applications with respect thereto have been made and are pending and in good standing and are without challenge of any kind, (D) neither the use of any of the Intellectual Property listed on Schedule 2.3(k)(i) nor any other Intellectual Property used by the Corporation Company will conflict with, infringe upon, violate or interfere with, with or constitute an appropriation of, of any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; , (ivE) No to the knowledge of the Company, no other person or entity is infringing in any material respect on any part of the Intellectual Property. The Corporation Property listed on Schedule 2.3(k)(i), and (F) the Company has not conducted its business, and has not used or enforced (or failed to use or enforce) any such Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intellectual Property, and the Corporation Company has not taken or failed to take any action that would result in the forfeiture or relinquishment of any such Intellectual Property used in the conduct of its business as now conducted; . The Company has a valid registration and full rights (vfree of any material restriction) Except as set forth in Exhibit H, the Corporation has no liability or obligations with respect to any third parties incident to the Intellectual Property used or able to be all Internet domain names which are currently used by the Corporation Company in the conduct of its business as heretofore conducted; and (vi) The Corporation has timely met all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statementsbusiness.

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders and/or the CorporationBusiness Contribution Member, the Corporation Business Contribution Member has full legal and beneficial ownership (free and clear of any and all encumbrancesEncumbrances) of all of the Intellectual PropertyProperty , and neither the Corporation nor any of the Shareholders Business Contribution Member has not received any notice or claim (whether written, oral or otherwise) challenging the CorporationBusiness Contribution Member's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither ; the Shareholders nor Business Contribution Member has all legal and other rights required to transfer the Corporation are in default under any license agreements pertaining to ownership of the Intellectual Property used in the Corporation's business and licensed to the Shareholders and/or Company at the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect Closing as to the Corporation after Closing.contemplated hereby; (ii) All of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its his use, and neither the Corporation nor any of the Shareholders Business Contribution Member has not received any notice or claim (whether written, written oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation Business Contribution Member will conflict with, infringe upon, violate or interfere with, with or constitute an appropriation of, of any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation Business Contribution Member has not conducted its businesshis business (including, without limitation, the Business), and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation Business Contribution Member has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its his business as now conductedconducted (including, without limitation, the Business); (v) Except as set forth in Exhibit HK, the Corporation Business Contribution Member has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation Business Contribution Member in the conduct of its his business (including, without limitation, the Business) as heretofore conducted; and (vi) The Corporation Business Contribution Member has timely met all of its his obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation Business Contribution Member in the conduct of its his business (including, without limitation, the Business) as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders and/or the CorporationBusiness Contribution Member, the Corporation Business Contribution Member has full legal and beneficial ownership (free and clear of any and all encumbrancesEncumbrances) of all of the Intellectual Property, and neither the Corporation Business Contribution Member nor any of the Shareholders has Members have received any notice or claim (whether written, oral or otherwise) challenging the CorporationBusiness Contribution Member's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither ; the Shareholders nor Business Contribution Member has all legal and other rights required to transfer the Corporation are in default under any license agreements pertaining to ownership of the Intellectual Property used in the Corporation's business and licensed to the Shareholders and/or Company at the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect Closing as to the Corporation after Closing.contemplated hereby; (ii) All Except as set forth in Schedule 2.11(b)(ii), all of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its use, and neither the Corporation Business Contribution Member nor any of the Shareholders Members has received any notice or claim (whether written, written oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation Business Contribution Member will conflict with, infringe upon, violate or interfere with, with or constitute an appropriation of, of any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation Business Contribution Member has not conducted its businessbusiness (including, without limitation, the Business), and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation Business Contribution Member has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conductedconducted (including, without limitation, the Business); (v) Except as set forth in Exhibit HK, the Corporation Business Contribution Member has no material liability or material obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation Business Contribution Member in the conduct of its business (including, without limitation, the Business) as heretofore conducted; and (vi) The Corporation Business Contribution Member has timely met in all material respects all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation Business Contribution Member in the conduct of its business (including, without limitation, the Business) as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders Shareholder and/or the Corporation, the Corporation has full legal and beneficial ownership (free and clear of any and all encumbrances) of all of the Intellectual Property, and neither the Corporation nor any of the Shareholders Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the Corporation's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither the Shareholders Shareholder nor the Corporation are in default under any license agreements pertaining to the Intellectual Property used in the Corporation's business and licensed to the Shareholders Shareholder and/or the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect as to the Corporation after Closing. (ii) All of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its use, and neither the Corporation nor any of the Shareholders Shareholder has received any notice or claim (whether written, oral or otherwise) challenging the validity or enforceability of any such Intellectual Property; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation will conflict with, infringe upon, violate or interfere with, or constitute an appropriation of, any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No To the best knowledge of the Corporation and the Shareholder, no other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation has not conducted its business, and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conducted; (v) Except as set forth in Exhibit H, the Corporation has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted; and (vi) The Corporation has timely met all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation in the conduct of its business as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.

Title; Validity; Pending Applications; Infringements, Etc. (i) Except for Intellectual Property licensed to the Shareholders and/or the CorporationBusiness Contribution Member, the Corporation Business Contribution Member has full legal and beneficial ownership (free and clear of any and all encumbrancesEncumbrances) of all of the Intellectual Property, and neither the Corporation Business Contribution Member nor any of the Shareholders has have received any notice or claim (whether written, oral or otherwise) challenging the CorporationBusiness Contribution Member's ownership or rights in such Intellectual Property or suggesting that any other entity has any claim of legal or beneficial ownership with respect thereto. Neither ; the Shareholders nor Business Contribution Member has all legal and other rights required to transfer the Corporation are in default under any license agreements pertaining to ownership of the Intellectual Property used in the Corporation's business and licensed to the Shareholders and/or Company at the Corporation; all such license agreements are valid and in full force and effect, and shall continue in full force and effect Closing as to the Corporation after Closing.contemplated hereby; (ii) All of the Intellectual Property is legally valid and enforceable without any qualification, limitation or restriction on its use, and neither the Corporation Business Contribution Member nor any of the Shareholders has received any notice or claim (whether written, written oral or otherwise) challenging the validity or enforceability of any such Intellectual Property, except as set forth in Schedule 2.11 hereto; (iii) Neither the use of any of the Intellectual Property nor any other Intellectual Property used by the Corporation Business Contribution Member will conflict with, infringe upon, violate or interfere with, with or constitute an appropriation of, of any right, title or interest held by any other person or entity, and there have been no claims made with respect thereto; (iv) No other person or entity is infringing in any respect on any part of the Intellectual Property. The Corporation Business Contribution Member has not conducted its businessbusiness (including, without limitation, the Business), and has not used or enforced (or failed to use or enforce) any Intellectual Property, in a manner that would result in the abandonment, cancellation or unenforceability of any item of Intellectual Property, and the Corporation Business Contribution Member has not taken or failed to take any action that would result in the forfeiture or relinquishment of any Intellectual Property used in the conduct of its business as now conductedconducted (including, without limitation, the Business); (v) Except as set forth in Exhibit HK, the Corporation Business Contribution Member has no liability or obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation Business Contribution Member in the conduct of its business (including, without limitation, the Business) as heretofore conducted; and (vi) The Corporation Business Contribution Member has timely met all of its obligations to any third parties incident to the Intellectual Property used or able to be used by the Corporation Business Contribution Member in the conduct of its business (including, without limitation, the Business) as heretofore conducted, and such obligations have been and will be correctly and adequately disclosed in the Financial Statements.