Common use of Use of Licensed IP Clause in Contracts

Use of Licensed IP. Except as set forth in Section 2.15(r) of the Disclosure Schedule, the Company and its Subsidiaries have valid and subsisting written licenses to use, incorporate, distribute, license, sublicense and provide access to customers in respect of the Licensed IP in the manner and to the extent undertaken by the Company and its Subsidiaries in the conduct of their businesses. Except as set forth in Section 2.15(r) of the Disclosure Schedule, no consents are required by the Company and its Subsidiaries from the 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 (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 Disclosure 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 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 its Subsidiaries with the right to (i) distribute said proprietary products and services to its customers and potential customers in the ordinary course of business and (ii) grant run-time licenses to all such customers sufficient for the intended and expected use of the said products and services, in the case of both (i) and (ii) in the manner and to the extent undertaken by the Company and its Subsidiaries in the conduct of their businesses. 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 warranty by the Company or any of its Subsidiaries that the Licensed IP, Licensed Software, Social Media Content or Publicly-Available Internet Material does not infringe (directly, contributorily, by inducement or otherwise), misappropriate or otherwise violate any Intellectual Property Right of another Person (other than the applicable licensor or applicable provider, and other than where the Company had Knowledge of the cause of action being asserted in respect of such Licensed IP).

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

Use of Licensed IP. Except as set forth in Section 2.15(r) of the Disclosure Schedule, the The Company and its the Subsidiaries have valid and subsisting written licenses to use, reproduce, incorporate, distribute, license, sublicense and provide access to customers in respect of the all Licensed IP in the manner and to the extent undertaken by the Company and its the Subsidiaries in the conduct of their businesses. Except businesses as set forth in Section 2.15(r) presently conducted, and no consents are required to be obtained by the Company and the Subsidiaries with respect to any of the Disclosure Scheduleforegoing 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 its the Subsidiaries from with respect to any of the applicable licensor of an item of foregoing activities that have not been obtained. The Licensed IP or the applicable provider of a source of Social Media Content or Publicly-Available Internet Material to (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 Disclosure 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 and Licensed Software which are used, incorporated, bundled, aggregated or otherwise combined with each proprietary product or service of the Company and its Subsidiaries, Contracts provide the Company and its the Subsidiaries with the right right, with respect to any TABLE OF CONTENTS Licensed IP, to (i) distribute said proprietary products and services make available Company Products to its their customers and potential customers in the ordinary course of business manner the Company or any Subsidiary currently makes Company Products available and (ii) grant run-time licenses authorize their customers and potential customers to all use such customers sufficient for the intended and expected use of the said products and services, in the case of both (i) and (ii) Company Products in the manner and to the extent undertaken authorized by the Company and its Subsidiaries in the conduct of their businessesSubsidiaries. 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 No third party that has Licensed any Licensed IP to the Company or warranty 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 its Subsidiaries that the Licensed IP, Licensed Software, Social Media Content any Company Product has retained or Publicly-Available Internet Material does not infringe (directly, contributorily, by inducement been assigned an ownership interest in or otherwise), misappropriate or otherwise violate any exclusive License to any Intellectual Property Right of another Person (other than the applicable licensor or applicable providerIntellectual Property Rights in any improvements, and other than where modifications or derivative works to such Licensed IP made solely or jointly by the Company had Knowledge of the cause of action being asserted in respect of such Licensed IP)or any Subsidiary.

Use of Licensed IP. Except as set forth in Section 2.15(r) of the Disclosure Schedule, the The Company and its the Subsidiaries have valid and subsisting written licenses to use, reproduce, incorporate, distribute, license, sublicense and provide access to customers in respect of the all Licensed IP in the manner and to the extent undertaken by the Company and its the Subsidiaries in the conduct of their businesses. Except businesses as set forth in Section 2.15(r) presently conducted, and no consents are required to be obtained by the Company and the Subsidiaries with respect to any of the Disclosure Scheduleforegoing 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 its the Subsidiaries from with respect to any of the applicable licensor of an item of foregoing activities that have not been obtained. The Licensed IP or the applicable provider of a source of Social Media Content or Publicly-Available Internet Material to (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 Disclosure 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 and Licensed Software which are used, incorporated, bundled, aggregated or otherwise combined with each proprietary product or service of the Company and its Subsidiaries, Contracts provide the Company and its the Subsidiaries with the right right, with respect to any Licensed IP, to (i) distribute said proprietary products and services make available Company Products to its their customers and potential customers in the ordinary course of business manner the Company or any Subsidiary currently makes Company Products available and (ii) grant run-time licenses authorize their customers and potential customers to all use such customers sufficient for the intended and expected use of the said products and services, in the case of both (i) and (ii) Company Products in the manner and to the extent undertaken authorized by the Company and its Subsidiaries in the conduct of their businessesSubsidiaries. 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 No third party that has Licensed any Licensed IP to the Company or warranty 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 its Subsidiaries that the Licensed IP, Licensed Software, Social Media Content any Company Product has retained or Publicly-Available Internet Material does not infringe (directly, contributorily, by inducement been assigned an ownership interest in or otherwise), misappropriate or otherwise violate any exclusive License to any Intellectual Property Right of another Person (other than the applicable licensor or applicable providerIntellectual Property Rights in any improvements, and other than where modifications or derivative works to such Licensed IP made solely or jointly by the Company had Knowledge of the cause of action being asserted in respect of such Licensed IP)or any Subsidiary.