Common use of Valid and Enforceable Clause in Contracts

Valid and Enforceable. All Seller’s Intellectual Property is valid, subsisting, and enforceable (although Seller makes no representations with regard to Intellectual Property licensed from Third Parties). Without limiting the generality of the foregoing: (i) No trademark or trade name owned, used, or applied for by Seller conflicts or interferes with any trademark or trade name owned, used, or applied for by any other Person. Seller has no Knowledge with respect to and is not aware of any other basis for a claim that any of the Seller Intellectual Property is invalid or unenforceable. (ii) All Seller’s Intellectual Property (other than in-licensed Intellectual Property) that is Registered IP is in compliance with all formal legal requirements and all filings, payments, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.15(f)(ii) contains a complete and accurate list of all actions, filings, and payments that must be taken or made through December 31, 2015, in order to maintain such Registered IP in full force and effect. (iii) No legal proceeding (including any interference, opposition, reissue, or reexamination proceeding) is pending or, to Seller’s Knowledge, threatened, in which the scope, validity, or enforceability of any Seller Intellectual Property is being, has been, or could reasonably be expected to be contested or challenged, and there has been no such legal proceeding.

Valid and Enforceable. All Seller’s Intellectual Property Business IP is valid, subsisting, and enforceable (although Seller makes no representations with regard to Intellectual Property licensed from Third Parties). Without limiting the generality of the foregoing: (i) No trademark or trade name owned, used, or applied for by a Seller conflicts or interferes with any trademark or trade name owned, used, or applied for by any other Person. No Seller has no Knowledge with respect to and is not aware of any other basis for a claim that any of the Seller Intellectual Property Business IP is invalid or unenforceable. (ii) All Seller’s Intellectual Property Business IP (other than in-licensed Intellectual Property) that is Registered IP is in compliance with all formal legal requirements and all filings, payments, and other actions required to be made or taken to maintain such Registered IP in full force and effect have been made by the applicable deadline. Schedule 4.15(f)(ii) contains a complete and accurate list of all actions, filings, and payments that must be taken or made through December 31, 2015, in order to maintain such Registered IP in full force and effect. (iii) No legal proceeding Action (including any interference, opposition, reissue, or reexamination proceeding) or claim is pending or, to Seller’s Sellers’ Knowledge, threatened, in which the scope, validity, or enforceability of any Seller Intellectual Property Business IP is being, has been, or could reasonably be expected to be contested or challenged, and there has been no such legal proceedingAction or claim.