Common use of Valid and Enforceable Clause in Contracts

Valid and Enforceable. All Acquired Company IP that is Registered IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) no Trademark or Domain Name owned, purported to be owned, used or for which registration has been applied for by any Acquired Company infringes upon, conflicts with, or interferes with any Trademark or Domain Name owned, used or for which registration has been applied for by any other Person, and each Acquired Company has taken reasonable steps to police the use of its Trademarks and Domain Names; (ii) each item of Acquired Company IP that is Registered IP is and at all times has been in compliance in all material respects with all Legal Requirements and all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company IP in full force and effect have been made and taken by the applicable deadline; (iii) Part 2.11(h)(iii) of the Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before January 31, 2022 in order to maintain in full force and effect each item of Acquired Company IP that is Registered IP; (iv) no interference, opposition, cancellation, reissue, reexamination, review or other Legal Proceeding is or has been pending or, to the Knowledge of the Company, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP that is Registered IP is being, has been, or would reasonably be expected to be contested or challenged, and, to the Knowledge of the Company, there are no specific facts that would form a reasonable basis for a claim that any Acquired Company IP is invalid or unenforceable; and (v) no act has been done or omitted to be done by any Acquired Company, which has, had or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company IP.

Valid and Enforceable. All Acquired Company IP that is Entity Registered IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) no Trademark trademark, service xxxx or Domain Name owned, purported to be trade name (including domain name) owned, used or for which registration has been applied for by any Acquired Company infringes upon, Entity conflicts or interferes with, or interferes with is confusingly similar to, any Trademark trademark or Domain Name trade name owned, used or for which registration has been applied for by any other Person, and each Acquired Company Entity has taken reasonable steps to police the use of its Trademarks and Domain Namestrademarks; (ii) each item of Acquired Company IP that is Registered IP is and at all times has been in compliance in all material respects with all Legal Requirements and all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company IP in full force and effect have been made and taken by the applicable deadline; (iii) Part 2.11(h)(iii2.10(i)(ii) of the Disclosure Schedule accurately identifies and describes describes, as of the Agreement Date, each action, filing, and payment that must be taken or made on or before January 31, 2022 the date that is 120 days after the Agreement Date in order to maintain each item of Acquired Entity Registered IP in full force and effect each item of Acquired Company IP that is Registered IPeffect; (iviii) no interference, opposition, cancellation, reissue, reexamination, review reexamination or other Legal Proceeding is or has been pending or, to the Knowledge of the Company, or threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP that is Registered Entity IP is being, has been, or would reasonably be expected to be contested or challenged, and, to the Knowledge of the Company, and there are is no specific facts that would form a reasonable basis for a claim that any Acquired Company Entity Registered IP is invalid or unenforceable; (iv) with respect to each item of Acquired Entity Registered IP: (A) all necessary registration, maintenance and renewal fees have been paid and all necessary documents and certificates have been filed with the relevant Governmental Body for the purpose of maintaining such Acquired Entity IP; (B) each Acquired Entity is currently in compliance with all formal Legal Requirements (including payment of filing, examination and maintenance fees and proofs of use); and (C) such Acquired Entity Registered IP is not subject to any unpaid taxes; and (v) no act has been done No Acquired Entity is subject to any order, writ, injunction, judgment or omitted to be done by decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Acquired Company, which has, had Entity IP or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company IPother Intellectual Property Rights.

Valid and Enforceable. All Acquired Company IP that is Registered IP is valid, subsisting and enforceableenforceable or, in the case of applications, applied for; provided that the foregoing representation is made to the Knowledge of the Company with respect to Patents. Without limiting the generality of the foregoing: (i) no Trademark or Domain Name owned, purported to be owned, used or for which registration has been applied for by any Acquired Company infringes upon, conflicts with, or interferes with any Trademark or Domain Name owned, used or for which registration has been applied for by any other Person, and each Acquired Company has taken reasonable steps to police protect the use of its Trademarks and Domain NamesAcquired Company Owned IP against third party infringement, violation, misappropriation or dilution, as applicable; (ii) each item of Acquired Company IP that is Registered IP is and at all times has been in compliance in all material respects with all Legal Requirements Requirements, and all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company Registered IP in full force and effect (or in the case of applications, to avoid abandonment of the application) have been made and taken by the applicable deadline; (iii) Part 2.11(h)(iii3.11(g)(iii) of the Disclosure Schedule accurately identifies and describes each action, filing, filing and payment that must be taken or made on or before January 31, 2022 the date that is one hundred twenty (120) days after the Closing Date in order to maintain in full force and effect (or in the case of applications, to avoid abandonment of the application) each item of Acquired Company IP that is Registered IP; (iv) no interference, opposition, cancellation, reissue, reexamination, review or other Legal Proceeding is or has been pending or, to the Knowledge of the Company, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP that is Registered IP is being, has been, been or would reasonably be expected to be contested or challenged, and, to the Knowledge of the Company, and there are no specific facts that would form a reasonable basis for a any such claim that any Acquired Company IP is invalid or unenforceableLegal Proceeding; and (v) Except as set forth on Part 3.11(g)(v) of the Disclosure Schedule, no act has been done or omitted to be done by any Acquired Company, which has, had has caused or would reasonably be expected to have the effect of impairing or dedicating to the publicpermitted, or entitling any Person to cancel, forfeit, modify which will with the passage of time cause or consider abandonedpermit, any Acquired Company IPOwned IP to enter into the public domain, or to be abandoned, or lapsed.

Valid and Enforceable. All Acquired Company IP that is Registered IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) To the Company’s Knowledge, no Trademark trademark or Domain Name owned, purported to be trade name owned, used or for which registration has been applied for by any Acquired the Company infringes upon, conflicts with, or interferes with any Trademark trademark or Domain Name trade name owned, used or for which registration has been applied for by any other Person, and each Acquired the Company has taken reasonable steps to police the use of its Trademarks and Domain Namestrademarks by third parties; (ii) each item of Acquired Company IP that is Registered IP is and at all times has been in compliance in all material respects with all Legal Requirements and all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company IP in full force and effect have been made and taken by the applicable deadline; (iii) Part 2.11(h)(iii2.10(h)(ii) of the Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before January 31, 2022 the date that is 120 days after the date of Closing Date in order to maintain such item of Company IP in full force and effect effect; (iii) With respect to each item of Acquired Registered IP in which the Company IP has or purports to have an ownership interest of any nature: (1) all necessary registration, maintenance and renewal fees that is are due prior to the Closing Date have been paid, and all necessary documents and certificates that are required to be filed prior to the Closing Date have been filed with the relevant patent, copyright, trademark, domain registrars or other Governmental Bodies for purposes of maintaining such Registered IP, (2) is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use), and (3) is not subject to any unpaid maintenance fees or taxes; (iv) no No interference, opposition, cancellation, reissue, reexamination, review reexamination or other Legal Proceeding is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP that is Registered IP is being, has been, or would could reasonably be expected to be contested or challenged, and, to the Knowledge of . (v) To the Company’s Knowledge, there are is no specific facts that would form a reasonable basis for a claim that any Acquired Company IP is invalid or unenforceable; (vi) To the Company’s Knowledge, there is no information, materials, facts or circumstances that would render any Company IP that is Registered IP invalid or unenforceable, or would materially and adversely affect any pending application for any such Registered IP; and (vvii) no act has been done The Company is not subject to any order, writ, injunction, judgment or omitted to be done by decree of any Acquired CompanyGovernmental Body that restricts or impairs the use, which has, had transfer or would reasonably be expected to have the effect licensing of impairing any Company IP or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company IPother Intellectual Property Rights.

Valid and Enforceable. All Acquired Company IP that which is Registered IP (“Company Registered IP”) is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) no Trademark or Domain Name owned, purported to be owned, used or for which registration has been applied for by any Acquired Company infringes upon, conflicts with, or interferes with any Trademark or Domain Name owned, used or for which registration has been applied for by any other Person, and each Acquired Company has taken reasonable steps to police the use of its Trademarks and Domain Names; (ii) each item of Acquired Company IP that is Registered IP is and at all times has been in compliance in all material respects with all Legal Requirements and all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company IP in full force and effect have been made and taken by the applicable deadline; (iii) Part 2.11(h)(iiiSection 4.14(e)(i) of the Company Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before January 31, 2022 the date that is one hundred twenty (120) days after the date of this Agreement in order to maintain such item of Company Registered IP in full force and effect each item (but excluding any such action, filing or payment the requirement for which first comes into being after the date of Acquired Company IP that is Registered IPthis Agreement and was unknown prior to the date of this Agreement); (ivii) no Section 4.14(e)(ii) of the Company Disclosure Schedule accurately identifies and describes every interference, opposition, cancellation, reissue, reexamination, review reexamination or other Legal Proceeding legal proceeding that is or has been pending or, to the Knowledge of the Company’s Knowledge, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP that is Registered IP is being, or has been, or would reasonably be expected to be contested or challenged, and, to the Knowledge ; (iii) except as set forth on Section 4.14(e)(iii) of the CompanyCompany Disclosure Schedule, there are no specific facts that would form a reasonable basis all necessary registration, maintenance and renewal fees in respect of the Company Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Entity for a claim that any Acquired the purpose of maintaining such Company IP is invalid or unenforceableRegistered IP; and** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (viv) no act has been done or omitted to be done by any Acquired the Company, which has, has had or would be reasonably be expected to have the effect of (x) rendering any Patent included in the Company Registered IP unenforceable; (y) impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company Registered IP; or (z) in the case of any claim(s) of pending Patent applications included in the Company Registered IP, rendering such claim(s) unpatentable; (v) the Company has diligently prepared and is diligently preparing to file Patent applications (in a manner and within a sufficient time period to avoid statutory disqualification of any potential Patent application) for all patentable inventions owned by the Company and included within the Company IP and that the Company has deemed in its commercially reasonable business judgment to be (I) sufficiently related to the business of the Company such that it should be protected through application for a Patent, and (II) Company IP of the type for which the Company’s proprietary interests therein is best protected by Patent; (vi) all prior art material to the patentability of the claims in any Patent or Patent applications of the Company of which the Company had Knowledge is cited in the Patents, applications or associated file histories thereof in all Governmental Entities with a duty to disclose, and there is no other material prior art with respect to such Patents of which the Company has Knowledge; and (vii) the Company has complied in all material respects with all applicable Laws regarding the duty of disclosure, candor and good faith in connection with each Patent and Patent application filed by the Company.

Valid and Enforceable. All applications for Acquired Company Entity Registered IP that is are validly applied for and all other Acquired Entity Registered IP is valid, subsisting and enforceable, and to the Acquired Entity's knowledge with respect to all Acquired Entity Registered IP that are registered patents and trademarks, valid. Without limiting the generality of the foregoing: (i) no Trademark or Domain Name owned, purported to be owned, used or for which registration has been applied for by any Acquired Company infringes upon, conflicts with, or interferes with any Trademark or Domain Name owned, used or for which registration has been applied for by any other Person, and each Acquired Company has taken reasonable steps to police the use of its Trademarks and Domain Names; (ii) each item of Acquired Company IP that is Registered IP is and at all times has been in compliance in all material respects with all Legal Requirements and all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company IP in full force and effect have been made and taken by the applicable deadline; (iii) Part 2.11(h)(iii2.10(h)(i) of the Disclosure Schedule completely and accurately identifies and describes each action, filing, and payment that must be taken or made on or before January 31, 2022 the date that is 120 days after the date of this Agreement in order to maintain an item of Acquired Entity Registered IP in full force and effect each item of Acquired Company IP that is Registered IPeffect; (ivii) no interference, opposition, cancellation, reissue, reexamination, review reexamination or other Legal Proceeding is or has been pending or, to the Knowledge of the Company, or threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP that is Entity Registered IP is being, has been, or would reasonably be expected to be contested or challenged, and, and to the Knowledge of the Company’s Knowledge, there are is no specific facts that would form a reasonable basis for a claim that any Acquired Company Entity IP is invalid or unenforceable; and; (viii) no act has with respect to each item of Acquired Entity Registered IP that is Registered IP, except where such Registered IP was intentionally abandoned or allowed to lapse by an Acquired Entity as part of its reasonable business judgment: (A) all necessary registration, maintenance and renewal fees have been done paid and all necessary documents and certificates have been filed with the relevant Governmental Body for the purpose of maintaining such Acquired Entity Registered IP; (B) each Acquired Entity is currently in compliance with all formal Legal Requirements (including payment of filing, examination and maintenance fees and proofs of use); and (C) such Registered IP is not subject to any unpaid maintenance fees or omitted taxes; (iv) No Acquired Entity is subject to be done by any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Acquired Company, which has, had or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company Entity IP.

Valid and Enforceable. All Acquired To the Knowledge of the Company, all Company IP that is Registered IP is valid, subsisting and enforceableenforceable (except with respect to applications, which are valid and subsisting). Without To the Knowledge of the Company and without limiting the generality of the foregoingforgoing: (i) no Trademark or Domain Name owned, purported to be owned, used or for Each U.S. patent application and U.S. patent in which registration has been applied for by any Acquired Company infringes upon, conflicts with, or interferes with any Trademark or Domain Name owned, used or for which registration has been applied for by any other Person, and each Acquired the Company has taken reasonable steps or purports to police have an ownership interest was filed within one year of a printed publication, public use or offer for sale by the use Company of its Trademarks and Domain Nameseach invention described in the U.S. patent application or U.S. patent; (ii) Each foreign patent application and foreign patent in which the Company has or purports to have an ownership interest was filed or claims priority to a patent application filed prior to each item of Acquired Company IP that is Registered IP is and at all times has been invention described in compliance in all material respects with all Legal Requirements and all filings, payments and other actions required the foreign patent application or foreign patent being made available to be made or taken to maintain such item of Acquired Company IP in full force and effect have been made and taken the public by the applicable deadlineCompany; (iii) Part 2.11(h)(iii) of the Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken The Company has not engaged in patent or made on copyright misuse or before January 31, 2022 infringement or any fraud or inequitable conduct in order to maintain in full force and effect each item of Acquired Company IP that is connection with any Registered IP; (iv) no No interference, opposition, cancellation, reissue, reexamination, review or other Legal Proceeding legal proceeding is or has been pending or, to the Knowledge of the Company, threatened, in which the ownership, scope, validity validity, or enforceability of any Acquired Company IP that is Registered IP is being, has been, or would could reasonably be expected to be contested or challenged, and, to ; (v) To the Knowledge of the Company, Company there are is no specific facts that would form a reasonable basis for a claim that any Acquired Company Registered IP is invalid or unenforceable; (vi) All Registered IP is (and following Closing will be) fully transferable, alienable and licensable by the Company (and/or Parent and/or Surviving Corporation, as applicable) without restriction and without payment of any kind to any third party; (vii) No Registered IP is subject to any proceeding or outstanding decree, order, judgment or settlement agreement, stipulation, or Lien that restricts in any manner the use, transfer or licensing thereof by the Company or may affect the validity, use, or enforceability of such Registered IP; and (vviii) no act The Company has been done the sole and exclusive right to bring a claim or omitted to be done by any Acquired Company, which has, had suit against a third party for infringement or would reasonably be expected to have misappropriation of the effect of impairing or dedicating Company IP (other for than Intellectual Property licensed to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company IPCompany).

Valid and Enforceable. All Acquired Company Entity Owned IP that is Registered IP is subsisting, enforceable and, to the Knowledge of the Company, valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) no Trademark or Domain Name ownedtrademark, purported to be ownedservice xxxx, used or for which registration has been applied for by any Acquired Company infringes upon, conflicts with, or interferes with any Trademark trade name or Domain Name owned, used or applied for which registration has been by any Acquired Entity conflicts or interferes with, or is confusingly similar to, any trademark or trade name owned, used or applied for by any other Person, and each Acquired Company has taken reasonable steps to police the use of its Trademarks and Domain Names; (ii) each item of Acquired Company IP that is Registered IP is and at all times has been in compliance in all material respects with all Legal Requirements and all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company IP in full force and effect have been made and taken by the applicable deadline; (iii) Part 2.11(h)(iii2.10(i)(ii) of the Disclosure Schedule completely and accurately identifies and describes each action, filing, and payment that must be taken or made on or before January 31, 2022 the date that is 120 days after the date of this Agreement in order to maintain each item of Acquired Entity Owned IP that is Registered IP in full force and effect each item of Acquired Company IP that is Registered IPeffect; (iviii) no interference, opposition, cancellation, reissue, reexamination, review investigation or other Legal Proceeding is or has been pending or, to the Knowledge of the Company, or threatened, in which the ownership, scope, validity or enforceability of any Acquired Company IP that is Registered Entity Owned IP is being, being or has been, or would reasonably be expected to be been contested or challenged, challenged and, to the Knowledge of the Company, there are is no specific facts that would form a reasonable basis for a claim that any Acquired Company Entity Owned IP is invalid or unenforceable; (iv) with respect to each item of Acquired Entity Owned IP that is Registered IP: (A) all necessary registration, maintenance and renewal fees, and all taxes, have been paid and all necessary documents and certificates have been filed with the relevant Governmental Body for the purpose of maintaining such Acquired Entity Owned IP; andand (B) each Acquired Entity is currently in compliance with all formal Legal Requirements (including payment of filing, examination and maintenance fees and proofs of use); (v) other than applications or registrations for Registered IP which were intentionally abandoned, cancelled or allowed to lapse in the reasonable business judgment of an Acquired Entity, no act has been done or omitted to be done by any Acquired CompanyEntity, which has, has or had or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company Entity Owned IP or of giving any Person any rights with respect thereto; (vi) there are no materials, facts or circumstances that would materially and adversely affect any pending application for any Acquired Entity Owned IP that is Registered IP; and (vii) no Acquired Entity is subject to any order, writ, injunction, judgment or decree of any Governmental Body that restricts or impairs the use, transfer or licensing of any Acquired Entity Owned IP or other Intellectual Property Rights.

Valid and Enforceable. All Acquired Company Company-Owned IP that is Registered IP for which a registration has been issued or granted by the relevant Governmental Body is valid, subsisting and enforceable, and all Acquired Company-Owned IP that is Registered IP for which an application has been filed, but for which a registration has not been issued or granted by the relevant Governmental Body, is valid and subsisting. Without limiting the generality of the foregoing: (i) no Trademark trademark or Domain Name ownedtrade name owned or applied for by an Acquired Company and currently used in connection with any Acquired Company Product conflicts or interferes with, purported to be or is confusingly similar to, any trademark or trade name owned, used or for which registration has been applied for by any Acquired Company infringes upon, conflicts with, or interferes with any Trademark or Domain Name owned, used or for which registration has been applied for by any other Person, and each Acquired Company has taken reasonable steps to police the use of its Trademarks and Domain Namestrademarks; (ii) each item of Acquired Company IP that is Registered IP is and at all times has been in compliance in all material respects with all Legal Requirements and all filings, payments and other actions required to be made or taken to maintain such item of Acquired Company IP in full force and effect have been made and taken by the applicable deadline; (iii) Part 2.11(h)(iii) of the Disclosure Schedule accurately identifies and describes each action, filing, and payment that must be taken or made on or before January 31, 2022 in order to maintain in full force and effect each item of Acquired Company IP that is Registered IP; (iv) no interference, opposition, cancellation, reissue, reexamination, review reexamination or other Legal Proceeding is or has been pending or, to the Knowledge of the Company, threatened, in which the ownership, scope, validity or enforceability of any Acquired Company Company-Owned IP that is Registered IP is being, has been, or would reasonably be expected to be contested or challenged, and, to the Knowledge of the Company, there are is no specific facts that would form a reasonable basis for a claim that any Acquired Company Company-Owned IP that is Registered IP is invalid or, with respect to any Acquired Company-Owned IP that is Registered IP for which a registration has been issued or granted by the relevant Governmental Body, unenforceable; (iii) as of the date of this Agreement, all registration, maintenance and renewal fees in respect of the Acquired Company-Owned IP that is Registered IP have been paid and all necessary documents and certificates have been filed with the relevant Governmental Body for the purpose of maintaining such Acquired Company-Owned IP that is Registered IP; and (viv) no act has been done or omitted to be done by any the Acquired CompanyCompanies, which has, had or would reasonably be expected to have the effect of impairing or dedicating to the public, or entitling any Person to cancel, forfeit, modify or consider abandoned, any Acquired Company IPCompany-Owned IP that is Registered IP or of giving any Person any rights with respect thereto.