Common use of Violation of Intellectual Property Rights Clause in Contracts

Violation of Intellectual Property Rights. (i) To the Company’s Knowledge, there is no unauthorized use, disclosure, infringement, threatened infringement, misappropriation or other violation of any of the Company Owned IP by any third party, including any employee, former employee or independent contractor of the Company or any of its Affiliates or any material breach of any Contract by any third party involving the Company Owned IP. There is no unauthorized use, disclosure, infringement, threatened infringement, misappropriation or other violation of any of the Third Party IP by the Company or any of its Affiliates. (ii) Except as set forth in Section 4.19(c)(ii) of the Disclosure Schedule, there are no pending (with service of process having been made or written notice having been served on the Company or Sellers) or threatened Claims, suits, demands or actions against the Company with respect to Intellectual Property or Intellectual Property Rights. (iii) No part of the business conducted by the Company as currently conducted or as contemplated to be conducted infringes, misappropriates or otherwise violates or has been alleged to infringe, misappropriate or otherwise violate any Intellectual Property Rights of any third party. No (a) product or service, (b) material created and published by the Company, or (c) conduct or statement of the Company or any of its subsidiaries constitutes obscene material, a defamatory statement or material, false advertising or, to the Company’s Knowledge, otherwise violates any law or regulation. (iv) The Company has not entered into any agreement to defend, hold harmless or indemnify and does not otherwise owe a duty to defend, hold harmless or indemnify any entity against any charge of infringement or misappropriation of any Intellectual Property or Intellectual Property Rights, other than hold harmless, defense or indemnification provisions arising in the ordinary course of business. (v) None of the Company, Sellers, nor any of Sellers’ Affiliates, is in breach of any obligation of confidence related to any proprietary or confidential information, trade secrets or know-how. (vi) All software used by the Company for its business is properly and validly licensed to or owned by the Company, and, if licensed, the Company has secured or obtained a sufficient number of licenses to cover all use of such software by the Company.

Violation of Intellectual Property Rights. (i) To the Company’s Knowledge, there is no unauthorized use, disclosure, infringement, threatened infringement, misappropriation or other violation of any of the Company Owned IP by any third party, including any employee, former employee or independent contractor of the Company or any of its Affiliates or any material breach of any Contract by any third party involving the Company Owned IP. There is no unauthorized use, disclosure, infringement, threatened infringement, misappropriation or other violation of any of the Third Party IP by the Company or any of its Affiliates. (ii) Except as set forth in Section 4.19(c)(ii) of the Disclosure Schedule, there are no pending (with service of process having been made or written notice having been served on the Company or Sellers) or threatened Claims, suits, demands or actions against the Company with respect to Intellectual Property or Intellectual Property Rights. (iii) No part of the business conducted by the Company as currently conducted or as contemplated to be conducted infringes, misappropriates or otherwise violates or has been alleged to infringe, misappropriate or otherwise violate any Intellectual Property Rights of any third party. No (a) product or service, (b) material created and published by the Company, or (c) -35- conduct or statement of the Company or any of its subsidiaries constitutes obscene material, a defamatory statement or material, false advertising or, to the Company’s Knowledge, otherwise violates any law or regulation. (iv) The Company has not entered into any agreement to defend, hold harmless or indemnify and does not otherwise owe a duty to defend, hold harmless or indemnify any entity against any charge of infringement or misappropriation of any Intellectual Property or Intellectual Property Rights, other than hold harmless, defense or indemnification provisions arising in the ordinary course of business. (v) None of the Company, Sellers, nor any of Sellers’ Affiliates, is in breach of any obligation of confidence related to any proprietary or confidential information, trade secrets or know-how. (vi) All software used by the Company for its business is properly and validly licensed to or owned by the Company, and, if licensed, the Company has secured or obtained a sufficient number of licenses to cover all use of such software by the Company.