Common use of Valid and Enforceable Clause in Contracts

Valid and Enforceable. To the Company’s Knowledge, all Company IP is valid, subsisting (or in the case of applications, applied for) and enforceable. Without limiting the generality of the foregoing: (i) The Company has taken reasonable steps to police the use of its trademarks, service marks, trade names and domain names. To the Company’s Knowledge, none of the goodwill associated with or inherent in any trademark (whether registered or unregistered) in which the Company has, or purports to have, an ownership interest has been impaired; (ii) Each item of Company Registered IP is, and at all times since January 1, 2017, has been, in compliance with all Legal Requirements, and all filings, payments, disclosures and other actions required to be made or taken to maintain such item of Company Registered IP in full force and effect have been made by the applicable deadline. Section 3.13(h)(ii) of the Disclosure Schedules accurately identifies and describes each action, filing, and payment that must be taken or made on or before the date that is one hundred twenty (120) days after the date of this Agreement in order to maintain in full force and effect each item of Company Registered IP, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for the purposes of perfecting, maintaining or renewing any Company Registered IP; and (iii) To the Company’s Knowledge there is no basis for a claim that any Company Registered IP is invalid or, except for pending applications, unenforceable. No issuance or registration obtained and no application filed by the Company in connection with the Company Registered IP has been cancelled, abandoned, allowed to lapse or not renewed, except where the Company has, in its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such issuance, registration or application; and (iv) The Company does not own any Patents or Patent applications as of the date of this Agreement and there are no current plans to file any Patents in the future.

Valid and Enforceable. To the Company’s Knowledge, all Company All Acquired Entity Registered IP is valid, subsisting (or in the case of applications, applied for) and enforceable. Without limiting the generality of the foregoing: (i) The Company no trademark, service xxxx or trade name (including domain name) owned, used or applied for 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 Entity has taken reasonable steps to police the use of its trademarks, service marks, trade names and domain names. To the Company’s Knowledge, none of the goodwill associated with or inherent in any trademark (whether registered or unregistered) in which the Company has, or purports to have, an ownership interest has been impaired; (ii) Each item of Company Registered IP is, and at all times since January 1, 2017, has been, in compliance with all Legal Requirements, and all filings, payments, disclosures and other actions required to be made or taken to maintain such item of Company Registered IP in full force and effect have been made by the applicable deadline. Section 3.13(h)(iiPart 2.10(i)(ii) of the Disclosure Schedules 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 the date that is one hundred twenty (120) 120 days after the date of this Agreement Date in order to maintain each item of Acquired Entity Registered IP in full force and effect each item of Company Registered IP, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for the purposes of perfecting, maintaining or renewing any Company Registered IP; andeffect; (iii) To no interference, opposition, cancellation, reissue, reexamination or other Legal Proceeding is or has been pending or threatened, in which the Company’s Knowledge scope, validity or enforceability of any Acquired Entity IP is being, has been, or would reasonably be expected to be contested or challenged, and there is no basis for a claim that any Company Acquired Entity Registered IP is invalid oror unenforceable; (iv) with respect to each item of Acquired Entity Registered IP: (A) all necessary registration, except for pending applications, unenforceable. No issuance or registration obtained maintenance and no application renewal fees have been paid and all necessary documents and certificates have been filed by the Company in connection with the Company 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 has been cancelled, abandoned, allowed is not subject to lapse or not renewed, except where the Company has, in its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such issuance, registration or applicationany unpaid taxes; and (ivv) The Company does not own No Acquired Entity is subject to any Patents order, writ, injunction, judgment or Patent applications as decree of any Governmental Body that restricts or impairs the date use, transfer or licensing of this Agreement and there are no current plans to file any Patents in the futureAcquired Entity IP or other Intellectual Property Rights.

Valid and Enforceable. To No trademark (whether registered or unregistered), trade name, domain name or otherwise protected designation (e.g., worktitle) owned, used, or applied for by the Company’s Knowledge, all Company IP is valid, subsisting (or in the case of applications, applied for) and enforceable. Without limiting the generality of the foregoing: (i) The Company has taken reasonable steps to police the use any of its trademarks, service marks, trade names and domain names. To the Company’s Knowledge, none of the goodwill associated Subsidiaries conflicts or interferes with or inherent in any trademark (whether registered or unregistered), trade name or domain name owned, used or applied for by any other Person. To the Company’s Knowledge and except as set forth on Section 2.13(d) in which of the Company hasDisclosure Schedule, or purports to have, an ownership interest has been impaired; (ii) Each each item of Company IP that is Registered IP isis valid, subsisting and enforceable, and at all times since January 1, 2017, has been, been in material compliance with all Legal Requirements, and all filings, payments, disclosures payments and other actions required to be made or taken to maintain such item of Company Registered IP in full force and effect have been made by the applicable deadline, except that no representation or warranty is made with respect to the validity, subsistence, or enforceability of pending applications. To the Company’s Knowledge and except as set forth on Section 3.13(h)(ii2.13(d) of the Disclosure Schedules accurately identifies and describes each actionSchedule, filingthere is no basis for a claim that any Company IP is invalid or, and payment except for pending applications, unenforceable. Except as set forth in Section 2.13(d) of the Disclosure Schedule, there are no actions that must be taken by the Company or made on or before any of its Subsidiaries within six (6) months of the date that is one hundred twenty (120) days after the date of this Agreement in order to maintain in full force and effect each item of Company Registered IPDate, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for the purposes of perfecting, maintaining or renewing any Company Registered IP; and (iii) To the Company’s Knowledge there is no basis for a claim that any Company Registered IP is invalid or, except for pending applications, unenforceable. No issuance or registration obtained and no application filed by the Company or any of its Subsidiaries in connection with the Company Registered IP has been cancelled, abandoned, allowed to lapse or not renewed, except where the Company hasor its Subsidiary, as applicable, has in its reasonable business judgment, judgment decided to cancel, abandon, allow to lapse or not renew such issuance, registration registration, or application; and (iv) The Company does not own any Patents or Patent applications as of the date of this Agreement and there are no current plans to file any Patents in the future.

Valid and Enforceable. To No trademark (whether registered or material unregistered trademark), trade name, domain name or otherwise protected designation (e.g., worktitle) owned or used by the Company’s KnowledgeCompany or any of its Subsidiaries conflicts or interferes with any trademark (whether registered or unregistered trademark), all Company IP trade name or domain name owned, used or applied for by any other Person (provided that with respect to unregistered trademarks and trade names of other Persons, the foregoing representation is valid, subsisting (or in made to the case of applications, applied for) and enforceable. Without limiting the generality Knowledge of the foregoing: (i) The Company has taken reasonable steps to police the use of its trademarksonly), service marks, trade names and domain names. To the Company’s Knowledge, none of the goodwill associated with or inherent in any trademark (whether registered or unregisteredmaterial unregistered trademark) in which the Company has, or any of its Subsidiaries has or purports to have, have an ownership interest has been impaired; (ii) . Each item of Company IP that is Registered IP is(other than pending applications) is valid, subsisting and enforceable, and at all times since January 1, 2017, has been, is in compliance with all Legal Requirements, and all filings, payments, disclosures payments and other actions required to be made or taken to maintain such item of Company Registered IP in full force and effect have been made by the applicable deadline. To the Knowledge of the Company, there is no basis for a claim that any Company IP (other than pending applications) is invalid or unenforceable. Except as set forth in Section 3.13(h)(ii2.13(c) of the Disclosure Schedules accurately identifies and describes each actionSchedule, filing, and payment there are no actions that must be taken by the Company or made on or before any of its Subsidiaries within six (6) months of the date that is one hundred twenty (120) days after the date of this Agreement in order to maintain in full force and effect each item of Company Registered IPhereof, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for the purposes of perfecting, maintaining or renewing any Company Registered IP; and (iii) To the Company’s Knowledge there is no basis for a claim that any Company Registered IP is invalid or, except for pending applications, unenforceablethat constitutes Company IP. No issuance or registration obtained and no application filed by the Company or any of its Subsidiaries in connection with the Company Registered IP has been cancelled, abandoned, allowed to lapse or not renewed, except where the Company hasor its Subsidiary, as applicable, has in its reasonable business judgment, judgment decided to cancel, abandon, allow to lapse or not renew such issuance, registration registration, or application; and (iv) The Company does not own any Patents or Patent applications as of the date of this Agreement and there are no current plans to file any Patents in the future.

Valid and Enforceable. To No trademark (whether registered or unregistered), trade name, domain name or otherwise protected designation (e.g., worktitle) owned, used, or applied for by the Company’s Knowledge, all Company IP is valid, subsisting (or in the case of applications, applied for) and enforceable. Without limiting the generality of the foregoing: (i) The Company has taken reasonable steps to police the use any of its trademarks, service marksSubsidiaries conflicts or interferes in any material respect with any trademark (whether registered or unregistered), trade names and name or domain namesname owned, used or applied for by any other Person. To the Company’s Knowledge, none None of the goodwill associated with or inherent in any trademark (whether registered or unregistered) in which the Company has, or any of its Subsidiaries has or purports to have, have an ownership interest has been impaired; (ii) impaired in any material respect. Each item of Company IP that is Registered IP isis subsisting and, except with respect to applications for Registered IP, is valid and enforceable, and at all times since January 1, 2017, has been, been in compliance with all Legal Requirements, and all filings, payments, disclosures payments and other actions required to be made or taken to maintain such item of Company Registered IP in full force and effect have been made by the applicable deadline. Section 3.13(h)(ii) To the Knowledge of the Disclosure Schedules accurately identifies and describes each actionCompany, filing, and payment that must be taken or made on or before the date that is one hundred twenty (120) days after the date of this Agreement in order to maintain in full force and effect each item of Company Registered IP, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for the purposes of perfecting, maintaining or renewing any Company Registered IP; and (iii) To the Company’s Knowledge there is no basis for a claim that any Company Registered IP is invalid or, except for pending applications, unenforceable. No issuance or registration obtained and no application filed by the Company or any of its Subsidiaries in connection with the Company Registered IP has been cancelled, abandoned, allowed to lapse or not renewed, except where the Company hasor its Subsidiaries, as applicable, has in its reasonable business judgment, judgment decided to cancel, abandon, allow to lapse or not renew such issuance, registration registration, or application; and (iv) The Company does not own any Patents or Patent applications as of the date of this Agreement and there are no current plans to file any Patents in the future.