Common use of Use of Licensed IP Clause in Contracts

Use of Licensed IP. The Company and the Subsidiaries have valid written licenses to use, reproduce, incorporate, distribute, license, sublicense and provide access to customers in respect of all Licensed IP in the manner and to the extent undertaken by the Company and the Subsidiaries in the conduct of their businesses as presently conducted, and no consents are required to be obtained by the Company and the Subsidiaries with respect to any of the foregoing activities that have not been obtained. To the Knowledge of the Company, the Company and the Subsidiaries have valid written licenses to use, reproduce, incorporate, distribute, license, sublicense and provide access to customers in respect of all Licensed IP to the extent needed to commercialize any Development Product and, to the Knowledge of the Company, no consents are required to be obtained by the Company and the Subsidiaries with respect to any of the foregoing activities that have not been obtained. The Licensed IP Contracts provide the Company and the Subsidiaries with the right, with respect to any Licensed IP, to (i) distribute and make available Company Products to their customers and potential customers in the manner the Company or any Subsidiary currently makes Company Products available and (ii) authorize their customers and potential customers to use such Company Products in the manner authorized by the Company and the Subsidiaries. No third party that has Licensed any Licensed IP to the Company or any Subsidiary that is used by the Company or any Subsidiary in the production environment for any Company Product or that is otherwise necessary to the operation of any Company Product has retained or been assigned an ownership interest in or any exclusive License to any Intellectual Property or Intellectual Property Rights in any improvements, modifications or derivative works to such Licensed IP made solely or jointly by the Company or any Subsidiary.

Use of Licensed IP. The Except as set forth in Section 2.15(r) of the Disclosure Schedule, the Company and the its Subsidiaries have valid and subsisting written licenses to use, reproduce, incorporate, distribute, license, sublicense and provide access to customers in respect of all the Licensed IP in the manner and to the extent undertaken by the Company and the its Subsidiaries in the conduct of their businesses businesses. Except as presently conducted, and no consents are required to be obtained by the Company and the Subsidiaries with respect to any set forth in Section 2.15(r) of the foregoing activities that have not been obtained. To the Knowledge of the Company, the Company and the Subsidiaries have valid written licenses to use, reproduce, incorporate, distribute, license, sublicense and provide access to customers in respect of all Licensed IP to the extent needed to commercialize any Development Product and, to the Knowledge of the CompanyDisclosure Schedule, no consents are required to be obtained by the Company and its Subsidiaries from the Subsidiaries with respect applicable licensor of an item of Licensed IP or the applicable provider of a source of Social Media Content or Publicly-Available Internet Material to any (i) license or sublicense the Company IP and the Licensed IP, and, (ii) make available the Social Media Content or Publicly-Available Internet Material from the Company’s and the Subsidiaries’ top twenty (20) sources of such material as set forth in Section 2.15(b)(iv) of the foregoing activities that have not been obtainedDisclosure Schedule, in the manner and to the extent undertaken by the Company and its Subsidiaries in the conduct of their businesses. The terms, conditions and restrictions applicable to the procurement of all Licensed IP Contracts and Licensed Software which are used, incorporated, bundled, aggregated or otherwise combined with each proprietary product or service of the Company and its Subsidiaries, provide the Company and the its Subsidiaries with the right, with respect to any Licensed IP, right to (i) distribute said proprietary products and make available Company Products services to their its customers and potential customers in the manner the Company or any Subsidiary currently makes Company Products available ordinary course of business and (ii) authorize their grant run-time licenses to all such customers sufficient for the intended and potential customers to expected use such Company Products of the said products and services, in the case of both (i) and (ii) in the manner authorized and to the extent undertaken by the Company and its Subsidiaries in the Subsidiariesconduct of their businesses. No third party that has Licensed any Licensed IP to the Company For greater certainty, nothing in this Section 2.15(r) shall be construed as and nothing in this Section 2.15(r) shall constitute a representation or any Subsidiary that is used warranty by the Company or any Subsidiary in of its Subsidiaries that the production environment for any Company Product Licensed IP, Licensed Software, Social Media Content or that is Publicly-Available Internet Material does not infringe (directly, contributorily, by inducement or otherwise), misappropriate or otherwise necessary to the operation of any Company Product has retained or been assigned an ownership interest in or any exclusive License to violate any Intellectual Property Right of another Person (other than the applicable licensor or Intellectual Property Rights applicable provider, and other than where the Company had Knowledge of the cause of action being asserted in any improvements, modifications or derivative works to respect of such Licensed IP made solely or jointly by the Company or any SubsidiaryIP).

Use of Licensed IP. The Company and the its Subsidiaries have valid and subsisting written licenses to use, reproduce, incorporate, distribute, license, sublicense and provide access to customers in respect of all Licensed IP in the manner and to the extent undertaken by the Company and the its Subsidiaries in the conduct of their businesses as presently conducted or currently proposed to be conducted, and no . No consents are required to be obtained by the Company and its Subsidiaries from the Subsidiaries with respect to any applicable licensor of the foregoing activities that have not been obtained. To the Knowledge an item of the Company, the Company and the Subsidiaries have valid written licenses Licensed IP to use, reproduce, incorporate, distribute, license, sublicense and provide access to customers in respect of all the Licensed IP in the manner and to the extent needed to commercialize any Development Product and, to the Knowledge of the Company, no consents are required to be obtained undertaken by the Company and its Subsidiaries in the Subsidiaries with respect conduct of their businesses as presently conducted or currently proposed to any of the foregoing activities that have not been obtainedbe conducted. The Licensed IP Contracts provide the Company and the its Subsidiaries with the right, with respect to any Licensed IP, right to (i) distribute and make available said Company Products to their its customers and potential customers in the manner the Company or any Subsidiary currently makes such Company Products available and (ii) authorize their grant run-time licenses to all such customers sufficient for the intended and potential customers to expected use such Company Products in of the manner authorized by the Company said products and the Subsidiariesservices. No third party that has Licensed any licensed Licensed IP to the Company or any Subsidiary that is used by the Company or any Subsidiary in the production environment for any Company Product or that is otherwise necessary to the operation of any Company Product has retained or been assigned an ownership interest in or any exclusive License license to any Intellectual Property or Intellectual Property Rights in any improvements, modifications improvements or derivative works to such Licensed IP made solely or jointly by the Company or any Subsidiary.