Common use of Company Intellectual Property Rights Clause in Contracts

Company Intellectual Property Rights. The Company or its Subsidiaries own, or license or otherwise possess legally enforceable rights to use, without any obligation to make any fixed or contingent payments (except as provided in license agreements or support agreements related to Third Party Intellectual Property, including any royalty payments or honorariums, all as identified on Section 4.13(c) of the Company Disclosure Schedule), all Company Intellectual Property as necessary to permit the Company and its Subsidiaries to conduct their businesses as currently conducted and as proposed to be conducted. Except as set forth in Section 4.13(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries have previously licensed, assigned, transferred or otherwise conveyed any right, title or interest in, to or under any of the Company Intellectual Property to any other Person. Neither the Company nor its Subsidiaries are under any obligation to transfer ownership of, or grant any exclusive license with respect to any Company Intellectual Property to any third party. The Company Intellectual Property is free and clear of any Liens, charges, encumbrances or rights of any other Person to possession or use. To the extent that any Company Intellectual Property has been developed or created by a third party for the Company (or its Subsidiaries), the Company (or its Subsidiaries) has a written agreement with such third party with respect thereto and the Company (or its Subsidiaries) either (i) has obtained ownership of and is the exclusive owner of, or (ii) has obtained a license (sufficient for the conduct of its business as currently conducted and as proposed to be conducted) to all such third party’s Intellectual Property by operation of Law or by valid assignment.

Company Intellectual Property Rights. The Company or one of its Subsidiaries ownSubsidiaries, as applicable, owns, or license licenses or otherwise possess legally enforceable possesses rights to use, without any obligation to make any fixed or contingent payments (except as provided in license agreements or support agreements related to Third Party Intellectual Property, including any royalty payments or honorariums, all as identified on Section 4.13(c4.13(b) of the Company Disclosure Schedule), all Company Intellectual Property as necessary to permit and Third Party Intellectual Property in the Company and conduct of its Subsidiaries to conduct their respective businesses as currently conducted and as proposed to be conducted. Except as set forth in Section 4.13(c4.13(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries have has previously licensed, assigned, transferred or otherwise conveyed any right, title or interest in, to or under any of the Company Intellectual Property to any other Person. Neither the Company nor any of its Subsidiaries are is under any obligation to transfer ownership of, or grant any exclusive license with respect to any Company Intellectual Property to any third party. The Except as set forth in Section 4.13(b) of the Company Disclosure Schedule, the Company Intellectual Property is free and clear of any Liens, charges, encumbrances all Liens or rights of any other Person to possession or use. To the extent that any Company Intellectual Property has been developed or created by a Company Person or any third party for the Company (or one of its Subsidiaries), the Company (or its Subsidiariesapplicable Subsidiary) has a written agreement with such Company Person or third party with respect thereto and the Company (or its Subsidiariesapplicable Subsidiary) either (i) has obtained ownership of and is the exclusive owner of, of such Intellectual Property by operation of Law or by valid assignment or (ii) has obtained a license (thereto sufficient for the conduct of its business as currently conducted and as proposed to be conducted) to all such third party’s Intellectual Property by operation of Law or by valid assignment.

Company Intellectual Property Rights. The Company or one of its Subsidiaries ownSubsidiaries, as applicable, owns, or license licenses or otherwise possess legally enforceable possesses rights to use, without any obligation to make any fixed or contingent payments (except as provided in license agreements or support agreements related to Third Party Intellectual Property, including any royalty payments or honorariums, all as identified on in Section 4.13(c4.12(b) of the Company Disclosure Schedule), all Company Intellectual Property as and Third Party Intellectual Property used or necessary to permit in the Company and conduct of its Subsidiaries to conduct their respective businesses as currently conducted and as proposed to be conducted. Except as set forth in Section 4.13(c4.12(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries have has previously licensed, assigned, transferred or otherwise conveyed any right, title or interest in, to or under any of the Company Intellectual Property to any other Person. Neither the Company nor any of its Subsidiaries are is under any obligation to transfer ownership of, or grant any exclusive license with respect to any Company Intellectual Property to any third party. The Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, the Company Intellectual Property is free and clear of any Liens, charges, encumbrances all Liens or rights of any other Person to possession or use. To Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, to the extent that any Company Intellectual Property has been developed or created by a Company Person or any third party for the Company (or one of its Subsidiaries), the Company (or its Subsidiaries) has a written agreement with such third party with respect thereto and the Company (or its Subsidiariesapplicable Subsidiary) either (i) has obtained ownership of and is the exclusive owner of, of such Intellectual Property by operation of Law or by valid assignment or (ii) has obtained a license (thereto sufficient for the conduct of its business as currently conducted conducted. Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, the IT Systems of the Company and each of its Subsidiaries (i) are adequate in all material respects for their intended use and for the operation of the business as proposed currently operated and to the Company’s Knowledge as currently contemplated to be conductedoperated by the Company and its Subsidiaries, (ii) are capable of being operated and maintained for their intended use in connection with the operation of the business as currently operated and to the Company’s Knowledge as currently contemplated to be operated other than those third party services that are customary to companies that offer services and products similar to those offered by the Company, (iii) to the extent that specifications exist for portions of the IT Systems, conform in all material respects to such third partyspecifications, (iv) are in good working condition, (v) only use Open Source Software or generally commercially available software(including off-the-shelf Software subject to a shrinkwrap or clickwrap license) that is in material compliance with the terms and conditions for use thereof, (vi) to the Company’s Knowledge, (A) are free of all viruses, worms, Trojan horses and other known contaminants and (B) do not contain any bugs, errors or problems, in either case, of a nature that would materially disrupt their operation or have a material adverse impact on the operation of the IT Systems of each of the Company and its Subsidiaries and (vii) other than Third Party Intellectual Property and Intellectual Property exclusively licensed to the Company or any of its Subsidiaries, only include Intellectual Property (A) developed by operation employees of Law the Company or its Subsidiaries within the scope of their employment, (B) developed by valid assignmentindependent contractors who have assigned their rights to the Company or its Subsidiaries pursuant to enforceable written agreements or (C) otherwise acquired by the Company or its Subsidiaries from a third party who has assigned all Intellectual Property rights and ownership of all Software to the Company or one of its Subsidiaries.

Company Intellectual Property Rights. The Company or its Subsidiaries own, or license or otherwise possess legally enforceable rights to use, without any obligation to make any fixed or contingent payments (except as provided in license agreements or support agreements related to Third Party Intellectual Property, including any royalty payments or honorariums, all as identified on Section 4.13(c4.13(b) of the Company Disclosure Schedule), all Company Intellectual Property as necessary to permit the Company and its Subsidiaries to conduct their businesses as currently conducted and as proposed to be conducted. Except as set forth in Section 4.13(c4.13(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries have previously licensed, assigned, transferred or otherwise conveyed any right, title or interest in, to or under any of the Company Intellectual Property to any other Person. Neither the Company nor its Subsidiaries are under any obligation to transfer ownership of, or grant any exclusive license with respect to any Company Intellectual Property to any third party. The Company Intellectual Property is free and clear of any Liens, charges, encumbrances all Liens or rights of any other Person to possession or use. To the extent that any Company Intellectual Property has been developed or created by a third party for the Company (or its Subsidiaries), the Company (or its Subsidiaries) has a written agreement with such third party with respect thereto and the Company (or its Subsidiaries) either (i) has obtained ownership of and is the exclusive owner of, or (ii) has obtained a license (sufficient for the conduct of its business as currently conducted and as proposed to be conducted) to all such third party’s Intellectual Property by operation of Law or by valid assignment.