Common use of Company Registered Intellectual Property Clause in Contracts

Company Registered Intellectual Property. Schedule 3.12(c) of the Disclosure Schedule lists as of the Agreement Date (i) all Company Registered Intellectual Property, the jurisdictions in which it has been issued or registered or in which any application for such issuance and registration has been filed or the jurisdictions in which any other filing or recordation has been made, and (except with respect to the Company Registered Intellectual Property on Schedule 3.12(c)(i)(B)) all actions that are required to be taken by the Company within 120 days following the Agreement Date in order to avoid prejudice to, impairment or abandonment of such Intellectual Property Rights, and (ii) all social media accounts held or operated by the Company. Except for such rights that have terminated due to (A) natural expiration, (B) termination or cancellation as a result of normal prosecution activities by the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions or under Proceedings, as the case may be, and (C) that are non-material to the Business and the Company and allowed to lapse or otherwise terminate in the exercise of its reasonable business judgement and in the ordinary course of business (“Permitted Terminations”), each item of Company Registered Intellectual Property is valid (or in the case of applications, applied for), subsisting and enforceable. All registration, maintenance and renewal fees currently due in connection with such Company Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with such Company Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such Company Registered Intellectual Property and recording the Company’s ownership interests therein, except in each case, in relation to and except for Permitted Terminations.

Company Registered Intellectual Property. Schedule 3.12(c2.10(c) of the Company Disclosure Schedule Letter lists as of the Agreement Date (i) all Company Registered Intellectual Property, the jurisdictions in which it has been issued or registered or in which any application for such issuance and registration has been filed or the jurisdictions in which any other filing or recordation has been made, the record owner thereof, and (except with respect to the Company Registered Intellectual Property on Schedule 3.12(c)(i)(B)) all actions that are required to be taken by the Company within 120 days following the Agreement Date in order to avoid prejudice to, impairment or abandonment of such Company Registered Intellectual Property Rights(including all office actions, provisional conversions, annuity or maintenance fees or re-issuances); and (ii) a high level description of all social media accounts held or operated by the Companymaterial unregistered trademarks, service marks and logos. Except for such rights that have terminated due to (A) natural expiration, (B) termination or cancellation as a result of normal prosecution activities by the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions or under Proceedings, as the case may be, and (C) that are non-material to the Business and the Company and allowed to lapse or otherwise terminate in the exercise of its reasonable business judgement and in the ordinary course of business (“Permitted Terminations”), each Each item of Company Registered Intellectual Property is subsisting, enforceable and to the Company’s knowledge, valid (or in the case of applications, applied for); provided, subsisting however, that the foregoing representation regarding enforceability of the Company and enforceablethe Subsidiaries’ patents and patent applications is made to the Company’s knowledge only with respect to patents and patent applications of the Company and the Subsidiaries that are held unenforceable solely due to a finding of invalidity of such patents and patent applications. All registration, maintenance and renewal fees currently due in connection with such the Company Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with such the Company Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such Company Registered Intellectual Property and recording the Company’s and the Subsidiaries’ ownership interests therein, except . The Company has made available to Acquirer copies of all of the pending patent applications included in each case, in relation to and except for Permitted Terminationsthe Company Registered Intellectual Property.

Company Registered Intellectual Property. Schedule 3.12(c2.10(c) of the Company Disclosure Schedule Letter lists as of the Agreement Date (i) all items of Company Registered Intellectual Property, (ii) the jurisdictions in which it has been issued or registered or in which any application for such issuance and registration has been filed or the jurisdictions in which any other filing or recordation has been made, and (except with respect to the Company Registered Intellectual Property on Schedule 3.12(c)(i)(B)iii) all actions that are required to be taken by the Company within 120 days following the Agreement Closing Date in order to avoid prejudice to, impairment or abandonment of such Intellectual Property RightsRights (including all office actions, provisional conversions, annuity or maintenance fees or re-issuances), and (iiiv) all social media accounts held or operated by the Company. Except for any other Person that has an ownership interest in such rights that have terminated due to (A) natural expiration, (B) termination or cancellation as a result item of normal prosecution activities by the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions or under Proceedings, as the case may be, and (C) that are non-material to the Business Company Registered Intellectual Property and the Company and allowed to lapse or otherwise terminate in the exercise nature of its reasonable business judgement and in the ordinary course of business (“Permitted Terminations”), each such ownership interest. Each item of Company Registered Intellectual Property is valid (or in the case of applications, applied for)) and subsisting, subsisting and enforceable. All all registration, maintenance and renewal fees currently due in connection with such Company Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with such Company Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such Company Registered Intellectual Property and recording the Company’s ownership interests therein. The Company has provided to Acquirer tangible copies of all of the Company’s pending patent applications. The Company has made available to Acquirer complete and accurate copies of all applications, except in correspondence with any Governmental Entity and other non-privileged material documents related to each case, in relation to and except for Permitted Terminationssuch item of Company Registered Intellectual Property.