Common use of Intellectual Properties Clause in Contracts

Intellectual Properties. (a) Schedule 4.12(a) sets forth a listing of all registered Company Intellectual Property and all pending applications therefor. (b) Schedule 4.12(b) sets forth a listing of all Software used by the Company in connection with the business (excluding Off-the-Shelf Software), all written licenses (excluding licenses for Off-the-Shelf Software and end user licenses for mass market Software) pursuant to which the Company is a party either as a licensee or licensor and any other Contract under which the Company grants or receives any rights to Intellectual Property (the “Licenses”), and any Licensed IP. (c) Except as set forth on Schedule 4.12(c), the Company owns all right, title and interest in and to the Company Intellectual Property. The Company Intellectual Property is subsisting, in full force and effect, and has not been cancelled, expired or abandoned, and to the Company’s Knowledge is valid. Each item of Intellectual Property necessary for the operation of the Company’s business as of Closing will be owned or available for use by Buyer on materially identical terms and conditions immediately subsequent to Closing. (d) The Company has a valid and enforceable right or license to use (as currently being used) the Licensed IP used in its business, subject to the Enforceability Exceptions. (e) The Company has not received in the past three (3) years any written notice regarding the infringement or misappropriation by the Company of any Intellectual Property of any third party. (f) The conduct of the Company’s business as currently conducted does not infringe upon or misappropriate any Intellectual Property of any third party, and to the Company’s Knowledge, no third party is infringing or has infringed, misappropriated or otherwise violated any of the material Company Intellectual Property. (g) Except as set forth on Schedule 4.12(g), the computer systems, including software, hardware, networks, interfaces and related services (collectively, “Systems”) used by the Company are reasonably sufficient for the immediate needs of the business including having the capacity and ability to process current peak volumes in a timely manner as necessary for the conduct of the Company’s business, and there have been no material failures, breakdowns, breaches, outages or unavailability in the last twelve (12) months. (h) The Company maintains policies and procedures regarding data security and privacy that are in compliance with all applicable Laws. In the past three (3) years, to the Company’s Knowledge, there have been no material security breaches relating to, violations of any security policy regarding or any unauthorized access of any data or information used in the Company, including any notices or complaints from any Person regarding personal information. The execution and performance of this Agreement will not violate, in any material respect, any privacy policy, terms of use, or Laws relating to the use, dissemination, or transfer of such data or information. (i) With respect to each item of Company Intellectual Property: (i) The Company possesses all right, title and interest in and to the item, free and clear of all Liens or licenses; (ii) The item is not subject to any outstanding injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority; (iii) No action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending, or, to the Company’s Knowledge, threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and (iv) Neither the Company nor Seller has agreed to indemnify any other Person for or against any interference, infringement, misappropriation or other conflict with respect to the item.

Intellectual Properties. (a) Attached hereto as Schedule 4.12(a2.16(a) sets forth is a listing correct and complete list of all registered Company Intellectual Property owned by or licensed to Seller. Schedule 2.16(a) includes all of the Intellectual Property used in the ordinary day-to-day operation of the R&D, and all pending applications thereforthere are no other items of Intellectual Property that are regularly used in the ordinary day-to-day operation of the R&D. Seller does not use any Intellectual Property owned or licensed by any Affiliates of Seller. (b) Schedule 4.12(b) sets forth a listing of all Software used by the Company in connection with the business (excluding Off-the-Shelf Software), all written licenses (excluding licenses for Off-the-Shelf Software and end user licenses for mass market Software) pursuant to which the Company is a party either as a licensee or licensor and any other Contract under which the Company grants or receives any rights to Intellectual Property (the “Licenses”), and any Licensed IP. (c) Except as set forth on Schedule 4.12(c2.16(b), neither the Company owns all manufacture, sale, use of any products now or heretofore manufactured or sold by Seller nor the operation of the R&D did and does infringe (nor has any claim been made that any such action infringes) the patents or other Intellectual Property rights of others. (c) With respect to the portion of the Intellectual Property that is owned by Seller (“Owned Intellectual Property”), except as disclosed in Schedule 2.16(c), Seller is the exclusive owner of the entire and unencumbered right, title and interest in and to the Company Owned Intellectual Property. The Company Intellectual Property is subsisting, in full force and effect, and has not been cancelled, expired or abandoned, and to the Company’s Knowledge is valid. Each item of Seller, Seller has a valid right to use the Owned Intellectual Property as necessary for to conduct the operation R&D as now conducted or as contemplated to be conducted. Except as disclosed in Schedule 2.16(c), Seller is the applicant or assignee of the Company’s business as record in all applications and owner of Closing will be owned record in all registrations set forth in Schedule 2.16(a), and no opposition, extension of time to oppose, interference, rejection, or available for use refusal to register has been received by Buyer on materially identical terms and conditions immediately subsequent to ClosingSeller in connection with any such applications. (d) The Company has a valid and enforceable right With respect to the portion of the Intellectual Property that is not owned by Seller (“Licensed Intellectual Property”), Seller owns or license possesses adequate licenses or other rights to use (the same as currently being used) necessary to conduct the R&D as now conducted. Except as set forth on Schedule 2.16(d), there is no agreement to which Seller is a party or to which Seller is legally bound and no restriction or Liens, materially and adversely affecting the use by Seller and, after the Closing, the use by Purchaser, of any of the Licensed IP used in its business, subject to the Enforceability ExceptionsIntellectual Properties. (e) There is no pending litigation or other legal action with respect to any of the Intellectual Properties, and no order, holding, decision or judgment has been rendered by any Authority, and no agreement, consent or stipulation exists to which, in any such event, Seller is a party or of which Seller has Knowledge, which would prevent Seller, or after the Closing, Purchaser, from using any of the Intellectual Properties. The Company has Intellectual Property, to the Knowledge of Seller, are subsisting, valid and enforceable, and have not received been adjudged invalid or unenforceable in the past three (3) years any written notice regarding the infringement whole or misappropriation by the Company of any Intellectual Property of any third partypart. (f) The conduct acquisition of the Company’s business as currently conducted does Transferred Assets by Purchaser will not infringe upon result in Purchaser being required either (i) to pay any royalties, other payments or misappropriate consideration, or (ii) to grant any right, to any third parties, either directly or indirectly or through Seller, with respect to the Intellectual Property rights of such third parties. (g) Schedule 2.16(g) lists all actions that must be taken by Purchaser within sixty (60) days of the Closing Date, including the payment of any third partyregistration, and to maintenance or renewal fees or the Company’s Knowledgefiling of any documents, no third party is infringing applications or has infringedcertificates for the purposes of maintaining, misappropriated perfecting or otherwise violated preserving or renewing any of the material Company Intellectual Property. (gh) To the Knowledge of Seller, no Person is engaging in any activity that infringes the Intellectual Property of Seller. Except as set forth on disclosed in Schedule 4.12(g2.16(h), the computer systems, including software, hardware, networks, interfaces and related services (collectively, “Systems”) used by the Company are reasonably sufficient for the immediate needs of the business including having the capacity and ability Seller has not granted any license or other right to process current peak volumes in a timely manner as necessary for the conduct of the Company’s business, and there have been no material failures, breakdowns, breaches, outages or unavailability in the last twelve (12) months. (h) The Company maintains policies and procedures regarding data security and privacy that are in compliance any third party with all applicable Laws. In the past three (3) years, respect to the Company’s Knowledge, there have been no material security breaches relating to, violations of any security policy regarding or any unauthorized access of any data or information used in the Company, including any notices or complaints from any Person regarding personal information. The execution and performance of this Agreement will not violate, in any material respect, any privacy policy, terms of use, or Laws relating to the use, dissemination, or transfer of such data or informationIntellectual Property. (i) With respect Seller has taken reasonable measures in accordance with normal industry practice to each item maintain the confidentiality of Company the trade secrets and other confidential Intellectual Property:. (j) Each employee, contractor and consultant of Seller who contributed to or participated in the creation or development of any intellectual Property on behalf of Seller: (i) The is a party to a “work-for-hire” agreement under which the Company possesses is deemed to be the original owner/author of all property rights therein; or (ii) has executed an assignment or an agreement to assign in favor of Seller (or such predecessor in interest, as applicable) of all right, title and interest in such material. Each such agreement and to the itemassignment complies with, free and clear of all Liens is legally valid, effective and enforceable under, applicable Law, and such employee, contractor or licenses; (ii) The item is consultant would not subject to have any outstanding injunction, judgment, order, decree, ruling, charge or other restriction of basis for any Governmental Authority; (iii) No action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending, or, to the Company’s Knowledge, threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and (iv) Neither the Company nor Seller has agreed to indemnify any other Person for or against any interference, infringement, misappropriation or other conflict with respect to the itemsuch Intellectual Property.

Intellectual Properties. (a) Schedule 4.12(a) sets forth a listing of BUYER owns, or is licensed or otherwise has the right to use all registered Company Intellectual Property and all pending applications therefor. Properties (b) Schedule 4.12(b) sets forth a listing of all Software used by the Company in connection with the business (excluding Offother than off-the-Shelf Software), all written licenses (excluding licenses shelf software programs that have not been customized for Off-the-Shelf Software its use) material to and end user licenses for mass market Software) pursuant used in or necessary to which the Company is a party either business of BUYER as a licensee or licensor now being conducted and any other Contract under which the Company grants or receives any rights as presently proposed by BUYER to Intellectual Property be conducted (the “Licenses”"BUYER INTELLECTUAL PROPERTIES"), and any Licensed IP. (c) Except as set forth on Schedule 4.12(c), the Company owns all right, title and interest in and to the Company Intellectual Property. The Company Intellectual Property is subsisting, in full force and effect, and has not been cancelled, expired or abandoned, and to the Company’s Knowledge is valid. Each item of Intellectual Property necessary for the operation of the Company’s business as of Closing will be owned or available for use by Buyer on materially identical terms and conditions immediately subsequent to Closing. (d) The Company has a valid and enforceable right or license to use (as currently being used) the Licensed IP used in its business, subject to the Enforceability Exceptions. (e) The Company has not received in the past three (3) years any written notice regarding the infringement or misappropriation by the Company of any Intellectual Property of any third party. (f) The conduct of the Company’s business as currently conducted does not infringe upon or misappropriate any Intellectual Property of any third party, and to the Company’s Knowledge, no third party is infringing or has infringed, misappropriated or otherwise violated any of the material Company Intellectual Property. (g) Except as set forth on Schedule 4.12(g), the computer systems, including software, hardware, networks, interfaces and related services (collectively, “Systems”) used by the Company are reasonably sufficient for the immediate needs of the business including having the capacity and ability to process current peak volumes in a timely manner as necessary for the conduct of the Company’s business, and there have been no material failures, breakdowns, breaches, outages or unavailability in the last twelve (12) months. (h) The Company maintains policies and procedures regarding data security and privacy that are in compliance with all applicable Laws. In the past three (3) years, to the Company’s Knowledge, there have been no material security breaches relating to, violations of any security policy regarding or any unauthorized access of any data or information used in the Company, including any notices or complaints from any Person regarding personal information. The execution and performance of this Agreement will not violate, in any material respect, any privacy policy, terms of use, or Laws relating to the use, dissemination, or transfer of such data or information. (i) With respect to each item of Company Intellectual Property: (i) The Company possesses all right, title and interest in and to the item, free and clear of all Liens liens, claims and encumbrances, except for such liens, claims and encumbrances as do not materially impair BUYER's ability to use, exploit, license and distribute such BUYER Intellectual Properties. BUYER possesses (or licenses;has the right to obtain access pursuant to an escrow agreement) the source codes and all related programs and documentation sufficient to recreate the current and next most recent versions of any BUYER Intellectual Properties that BUYER has licensed from other Persons. (iib) The item BUYER's Products, including all software, are free from material defects and perform in substantial accordance with all published specifications (if any). (c) BUYER has not granted any third party any right to license any of BUYER's Products except under valid and binding Software License Agreements. (d) No third party has been licensed to use, or has lawful access to, any source code developed in respect of BUYER's Products, except escrow agreements entered into in the ordinary course of business. (e) No product liability or warranty claims have been communicated in writing to or threatened in writing against BUYER, other than those encountered from time to time in the ordinary course of business. (f) To BUYER's knowledge, there is not and has been no material unauthorized use, disclosure, infringement or misappropriation of any BUYER Intellectual Properties owned by BUYER by any third party. To BUYER's knowledge, none of BUYER Intellectual Properties owned by BUYER or licensed to BUYER on an exclusive basis is being infringed by others, or is subject to any outstanding injunction, judgment, order, decree, rulingjudgment, charge or stipulation. No litigation (or other restriction of proceedings in or before any Governmental Authority; (iiicourt or other governmental, adjudicatory, arbitral, or administrative body) No action, suit, proceeding, hearing, investigation, charge, complaint, claim relating to BUYER Intellectual Properties owned by BUYER or demand licensed to BUYER on an exclusive basis is pending, ornor to BUYER's knowledge, threatened against BUYER. BUYER maintains reasonable security measures for the preservation of the secrecy and proprietary nature of such of its BUYER Intellectual Properties that constitute trade secrets or other confidential information. (g) To BUYER's knowledge, BUYER has not infringed or made unlawful use of, and is not infringing or making unlawful use of, any Intellectual Properties of any other person. No litigation (or other proceedings in or before any court or other governmental, adjudicatory, arbitratory, or administrative body) charging BUYER with infringement or unlawful use of any Intellectual Properties is pending, or to BUYER's knowledge, threatened against BUYER. (h) To BUYER's knowledge, all of BUYER's material information technology systems and material non-information technology embedded systems (including systems or technology currently under development) will record, store, process, calculate and present calendar dates falling on and after (and, if applicable, during spans of time including) January 1, 2000, and will calculate any information dependent on or relating to such date in the same manner, and with the same functionality, data integrity and performance, as the information technology systems and non-information technology embedded systems record, store, process, calculate and present, calendar dates on or before December 31, 1999, or calculate any information dependent on or relating to such date. (i) Except as would not, individually or in the aggregate, have a Material Adverse Effect on BUYER, each person presently or previously employed by BUYER (including independent contractors, if any) with access authorized by BUYER to confidential information relating to BUYER Intellectual Properties has executed a confidentiality and non-disclosure agreement pursuant to an agreement substantially in the form of agreement previously provided to the Company or its representatives, or is otherwise legally bound to preserve the confidentiality of such information, and such confidentiality and non-disclosure agreements constitute valid and binding obligations of BUYER and, to BUYER's knowledge, of such person, enforceable in accordance with their respective terms. Except as would not, individually or in the Company’s Knowledgeaggregate, threatened which challenges have a Material Adverse Effect on BUYER, all BUYER Intellectual Properties that are owned by BUYER were written, developed and created solely and exclusively by employees of BUYER (and all rights in and to all BUYER Intellectual Properties are owned by BUYER) without the legality, validity, enforceability, assistance of any third party or entity OR were created by or with the assistance of third parties who assigned ownership of their rights (including all intellectual property rights) in such BUYER Intellectual Properties to BUYER by means of valid and enforceable consultant confidentiality and invention assignment agreements. (j) All use, disclosure or ownership appropriation by BUYER (or its employees or agents) of Confidential Information owned by BUYER and licensed to a third party has been pursuant to the terms of a written agreement between BUYER and such third party. All use, disclosure or appropriation by BUYER (or its employees or agents) of Confidential Information not owned by BUYER has been made pursuant to the terms of a written agreement between BUYER and the owner of such Confidential Information, or is otherwise lawful. (k) To the knowledge of BUYER, all of Company's patents, patent rights, copyrights, trademarks, trade names or Internet domain name registrations related to or in BUYER Products are valid and in full force and effect in all material respects; and consummation of the item; andtransactions contemplated by this Agreement will not alter or impair any such rights. (ivl) Neither the Company nor Seller has agreed to indemnify any other Person for As used in this Section 7.15: "PRODUCTS" means all products, including all software, now being manufactured or against any interferencesold by BUYER, infringement, misappropriation or other conflict with respect and those products and software currently under development by BUYER and which are material to the itembusiness of BUYER.

Intellectual Properties. (a) Schedule 4.12(a) sets forth a listing The operation of all registered Company Intellectual Property and all pending applications therefor. (b) Schedule 4.12(b) sets forth a listing of all Software used by the Company in connection with the business (excluding Off-the-Shelf Software), all written licenses (excluding licenses for Off-the-Shelf Software and end user licenses for mass market Software) pursuant to which of the Company is a party either as a licensee or licensor and any other Contract Acquired Companies requires no rights under which the Company grants or receives any rights to Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed in Part 3.22 of the “Licenses”)Disclosure Letter attached hereto and rights granted to the Acquired Companies pursuant to agreements listed in Part 3.22 of the Disclosure Letter. Within the six year period immediately prior to the date of this Agreement, the business of the Acquired Companies made use of no Intellectual Property rights other than rights under Intellectual Property listed in Part 3.22 of the Disclosure Letter and any Licensed IP. (c) rights granted to the Acquired Companies pursuant to agreements listed in Part 3.22 of the Disclosure Letter. Except as otherwise set forth on Schedule 4.12(c)in Part 3.22 of the Disclosure Letter, the Company owns Acquired Companies own all right, title and interest in and to the Company Intellectual Property. The Company Intellectual Property is subsistinglisted in Part 3.22 of the Disclosure Letter including, in full force without limitation, exclusive rights to use and effect, and has not been cancelled, expired or abandoned, and to license the Company’s Knowledge is validsame. Each item of Intellectual Property necessary for the operation listed in Part 3.22 of the Company’s business as of Closing will be owned Disclosure Letter has been duly registered with, filed in, or available for use issued by Buyer on materially identical terms and conditions immediately subsequent to Closing. (d) The Company has a valid and enforceable right the appropriate domestic or license to use (as currently being used) the Licensed IP used in its businessforeign governmental agency, subject to the Enforceability Exceptions. (e) The Company has not received extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth in Part 3.22 of the Disclosure Letter, no claim adverse to the interests of the Acquired Companies in the past three (3) years any written notice regarding the infringement or misappropriation by the Company of any Intellectual Property of any third party. (f) The conduct or agreements listed in Part 3.22 of the Company’s business as currently conducted does not infringe upon Disclosure Letter has been made in litigation or misappropriate otherwise. To the Knowledge of Seller, no such claim has been threatened or asserted, no basis exists for any Intellectual Property of any third partysuch claim, and to the Company’s Knowledge, no third party is infringing or Person has infringed, misappropriated infringed or otherwise violated any Acquired Company's right in any of the material Company Intellectual Property. (g) Property or agreements listed in Part 3.22 of the Disclosure Letter. Except as set forth on Schedule 4.12(g), the computer systems, including software, hardware, networks, interfaces and related services (collectively, “Systems”) used by the Company are reasonably sufficient for the immediate needs in Part 3.22 of the business including having Disclosure Letter, no litigation is pending wherein any Acquired Company is accused of infringing or otherwise violating the capacity Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the Knowledge of Seller, no such claim has been asserted or threatened against any Acquired Company, nor are there any facts that would give rise to such a claim. For purposes of this Section 3.22, "Intellectual Property" means domestic and ability to process current peak volumes in a timely manner as necessary for the conduct of the Company’s businessforeign patents, patent applications, registered trade marks and service marks, and there have been no material failures, breakdowns, breaches, outages or unavailability in the last twelve (12) monthsregistered copyrights. (h) The Company maintains policies and procedures regarding data security and privacy that are in compliance with all applicable Laws. In the past three (3) years, to the Company’s Knowledge, there have been no material security breaches relating to, violations of any security policy regarding or any unauthorized access of any data or information used in the Company, including any notices or complaints from any Person regarding personal information. The execution and performance of this Agreement will not violate, in any material respect, any privacy policy, terms of use, or Laws relating to the use, dissemination, or transfer of such data or information. (i) With respect to each item of Company Intellectual Property: (i) The Company possesses all right, title and interest in and to the item, free and clear of all Liens or licenses; (ii) The item is not subject to any outstanding injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority; (iii) No action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending, or, to the Company’s Knowledge, threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and (iv) Neither the Company nor Seller has agreed to indemnify any other Person for or against any interference, infringement, misappropriation or other conflict with respect to the item.

Intellectual Properties. (a) Schedule 4.12(aSection 2.1(d) of the Disclosure Letter sets forth a listing of all all: (i) registered Company Intellectual Property and all pending applications therefor. therefore; and (bii) Schedule 4.12(b) sets forth a listing of all Software used by the Company in connection with the business (excluding Off-the-Shelf Software), all material written licenses (excluding licenses for Off-the-Shelf Software and end user licenses for mass market Software) pursuant to which the Company is a party either as a licensee or licensor and any other Contract material agreements under which the Company grants or receives any rights to Intellectual Property (the “Licenses”), and any Licensed IPProperty. (cb) Except as set forth on Schedule 4.12(c), the The Company owns and possesses all right, title and interest in and to, or has a valid and enforceable right or license to use, the Company Intellectual Property. Property as currently being used, except for such failure to so own or to have a valid right to use such Company Intellectual Property as would not have a Material Adverse Effect on the Business. (c) Except for the Permitted Liens, the Company Intellectual Property is not subject to any Liens and is not subject to any restrictions or limitations regarding use or disclosure other than pursuant to the written license agreements disclosed in Section 2.1(d) of the Disclosure Letter. (d) The Company Intellectual Property is valid, subsisting, in full force and effect, and has not been cancelled, expired or abandoned, and to the Company’s Knowledge is valid. Each item of Intellectual Property necessary for the operation of the Company’s business as of Closing will be owned or available for use by Buyer on materially identical terms and conditions immediately subsequent to Closing. (d) The Company has a valid and enforceable right or license to use (as currently being used) the Licensed IP used in its business, subject to the Enforceability Exceptions. (e) The Except for such as would not have a Material Adverse Effect on the Business, the Company has not received in the past three (3) years any written notice regarding the infringement or misappropriation by the Company of any Intellectual Property of any third party. (f) The conduct of To the Company’s business as currently conducted does not infringe upon or misappropriate any Intellectual Property of any third party, and to the Company’s 's Knowledge, no third party is infringing or has infringed, misappropriated or otherwise violated any of the material Company Intellectual Property. (g) Except as set forth on Schedule 4.12(g), the computer systems, including software, hardware, networks, interfaces Property and related services (collectively, “Systems”) used no such claims have been brought or threatened in writing against any third party by the Company are reasonably sufficient for the immediate needs of the business including having the capacity and ability to process current peak volumes in a timely manner as necessary for the conduct of the Company’s business, and there have been no material failures, breakdowns, breaches, outages or unavailability in the last twelve (12) months. (h) The Company maintains policies and procedures regarding data security and privacy that are in compliance with all applicable Laws. In the past three (3) years, to the Company’s Knowledge, there have been no material security breaches relating to, violations of any security policy regarding or any unauthorized access of any data or information used in the Company, including any notices or complaints from any Person regarding personal information. The execution and performance of this Agreement will not violate, in any material respect, any privacy policy, terms of use, or Laws relating to the use, dissemination, or transfer of such data or information. (i) With respect to each item of Company Intellectual Property: (i) The Company possesses all right, title and interest in and to the item, free and clear of all Liens or licenses; (ii) The item is not subject to any outstanding injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority; (iii) No action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending, or, to the Company’s Knowledge, threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and (iv) Neither the Company nor Seller has agreed to indemnify any other Person for or against any interference, infringement, misappropriation or other conflict with respect to the item.

Intellectual Properties. (a) Schedule 4.12(a) sets forth a listing of (i) all registered Company Intellectual Property and all pending applications therefor, setting forth the owner, country, registration and application numbers and dates of filing and, if applicable, issuance, (ii) all unregistered trademarks, service marks and trade names used by the Company, setting forth the country or state of use and date of first use, and (iii) all Software owned by the Company. All actions required to record each assignee throughout the chain of custody for all of the registered Company Intellectual Property disclosed in Schedule 4.12 (a) has been completed with each applicable Governmental Entity, including payment of all costs, fees, taxes, and expenses associated with all such recording activities. (b) Schedule 4.12(b) sets forth a listing of all Software used by the Company in connection with the business (excluding Off-the-Shelf Software), all written licenses (excluding licenses for Off-the-Shelf Software and end user licenses for mass market Software) pursuant to which the Company is a party either as a licensee or licensor and any other Contract under which the Company grants or receives any rights to Intellectual Property (the “Licenses”)) and includes, with respect to each License, the date of the License, the renewal date of the License and any Licensed IPthe number of seats available to the Company pursuant to such License. (c) Except as set forth on Schedule 4.12(c), the Company owns solely owns, free and clear from all Liens, other than Permitted Liens, all right, title and interest in and to the Company Intellectual PropertyProperty as necessary for use in, or otherwise as currently being used in, the operation of the business of the Company. The Company Intellectual Property is valid, subsisting, in full force and effect, and has not been cancelled, expired or abandoned, and to the Company’s Knowledge is valid. Each item of Intellectual Property necessary for the operation of the Company’s business as of Closing will be owned or available for use by Buyer on materially identical terms and conditions immediately subsequent to Closing. (d) The Company has a valid and enforceable right or license to use (as currently being used) the Licensed IP Intellectual Property used in its businessbusiness that is owned by a third party, including the Intellectual Property disclosed in Schedule 4.12(c), subject to the Enforceability Exceptions. (e) The Neither the Company Intellectual Property nor the material Intellectual Property used but not owned by the Company is subject to any restrictions or limitations regarding use or disclosure other than pursuant to a written License applicable thereto as disclosed in Schedule 4.12(c). (f) Except as set forth on Schedule 4.12(f), the Company has not received in the past three (3) years any written notice regarding the infringement or misappropriation by the Company of any Intellectual Property of any third party. (fg) (i) The conduct of the Company’s business as currently conducted business, including the manufacture, use, sale and importation of products by the Company, does not infringe upon or misappropriate any Intellectual Property of any third party, and and, (ii) to the Company’s Knowledge, no third party is infringing or has infringed, misappropriated or otherwise violated any of the material Company Intellectual Property. (gh) Schedule 4.12(h) lists all the Information Systems used by the Company and operated by any other Person. Except for the Internet or as set forth on Schedule 4.12(g4.12(h), the computer systems, including software, hardware, networks, interfaces and related services (collectively, “Systems”) all Information Systems used by the Company are reasonably owned, controlled and operated by the them, and are not wholly or partly dependent upon any Information System of any other Person (other than the Internet). All Information Systems used by the Company are sufficient for the immediate needs of the business including having the capacity and ability to process current peak volumes in a timely manner as necessary for the conduct of its business as currently conducted. The Company uses reasonable means, consistent with state of the art generally available to the public, to protect the security and integrity of all Information Systems used by the Company’s business, and there have been no material failures, breakdowns, breaches, outages or unavailability in the last twelve (12) months. (h) The Company maintains policies and procedures regarding data security and privacy that are in compliance with all applicable Laws. In the past three (3) years, to the Company’s Knowledge, there have been no material security breaches relating to, violations of any security policy regarding or any unauthorized access of any data or information used in the Company, including any notices or complaints from any Person regarding personal information. The execution and performance of this Agreement will not violate, in any material respect, any privacy policy, terms of use, or Laws relating to the use, dissemination, or transfer of such data or information. (i) With respect to each item of Company Intellectual Property: (i) The Company possesses has appropriate disaster recovery plans, procedures and facilities for the business of the Company and have taken all right, title and interest appropriate steps to safeguard the information technology systems utilized in and to the item, free and clear operation of all Liens or licenses;the business of the Company. (iij) The item is not subject to any outstanding injunction, judgment, order, decree, ruling, charge There are no known material problems or other restriction of any Governmental Authority; (iii) No action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending, or, to defects in the Company’s Knowledge, threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and (iv) Neither Software used by the Company nor Seller has agreed to indemnify any other Person for in its business that prevent the Software from operating substantially as described in its related documentation or against any interference, infringement, misappropriation or other conflict with respect to the itemspecifications and otherwise in fulfillment of its intended purpose.

Intellectual Properties. (a) Schedule 4.12(a) sets forth a listing of all registered or material Company Intellectual Property and all pending applications therefor. No third party has any interest in any Intellectual Property that was developed, or that is in the process of being developed, specifically for use in the business of the Company. (b) Schedule 4.12(b) sets forth a listing of all Software used by the Company in connection with the business (excluding Off-the-Shelf Software), all material written licenses (excluding licenses for Off-the-Shelf Software and end user licenses for mass market Software) pursuant to which the Company is a party either as a licensee or licensor and any other Contract under which the Company grants or receives any rights to Intellectual Property (the “Licenses”), and any Licensed IP. (c) Except as set forth on Schedule 4.12(c), the Company owns all right, title and interest in and to the registered or material Company Intellectual Property. The registered and material Company Intellectual Property is valid, subsisting, in full force and effect, and has not been invalidated cancelled, expired or abandonedabandoned or subject to any proceeding asserting the same and, and during the five (5) year period ending on the date hereof, no third party has made any claims (written or oral) contesting the use, ownership or enforceability thereof. There are no contracts, sublicenses, agreements, permissions, consents, covenants, or similar agreements or arrangements, whether written or oral, pursuant to the Company’s Knowledge is valid. Each item of which a license, covenant not to ▇▇▇, or similar permission in which any material or registered right in Intellectual Property necessary for the operation of the Company’s business as of Closing will be owned or available for use by Buyer on materially identical terms and conditions immediately subsequent to Closinghas been granted. (d) The Company has a valid and enforceable right or license to use (as currently being used) the Licensed IP any material Intellectual Property used in its businessbusiness that is owned by a third party, subject to the Enforceability Exceptions. (e) Neither the registered or material Company Intellectual Property nor the material Intellectual Property used but not owned by the Company are subject to any restrictions or limitations (including any outstanding Order) materially restricting in any manner the use, transfer, disclosure or licensing thereof by Seller. Except in connection with those items listed in Schedule 4.12(b), the Company does not have any current or future obligation to pay any royalty, license fee, honoraria or other similar consideration to any third party or to obtain any approval or consent for use of the any registered or material Intellectual Property used in the business of the Company. (f) The Company has not received in the past three five (35) years any written notice regarding the violation, dilution, infringement or misappropriation by the Company of any Intellectual Property of any third party. (fg) The conduct of the Company’s business as currently conducted does not infringe upon or misappropriate any Intellectual Property of any third party, and and, to the Company’s Knowledge, no third party is infringing or has infringed, misappropriated or otherwise violated any of the material Company Intellectual Property. (g) Except as set forth on Schedule 4.12(g), the computer systems, including software, hardware, networks, interfaces and related services (collectively, “Systems”) used by the Company are reasonably sufficient for the immediate needs of the business including having the capacity and ability to process current peak volumes in a timely manner as necessary for the conduct of the Company’s business, and there have been no material failures, breakdowns, breaches, outages or unavailability in the last twelve (12) months. (h) The Company maintains policies has taken all commercially reasonable precautions to protect the secrecy, confidentiality and procedures regarding data security and privacy that are in compliance with all applicable Laws. In the past three (3) years, to the Company’s Knowledge, there have been no material security breaches relating to, violations value of any security policy regarding or any unauthorized access of any data or information used in the Company, including any notices or complaints from any Person regarding personal information. The execution such trade secrets and performance of this Agreement will not violate, in any material respect, any privacy policy, terms of use, or Laws relating to the use, dissemination, or transfer of such data or informationknow-how. (i) With respect to each item of any copyrights owned or licensed by the Company, the Company Intellectual Property: (i) The Company possesses has obtained from all right, title and interest in and to the item, free and clear appropriate Persons written unrestricted waivers of all Liens or licenses; (ii) The item is not subject to any outstanding injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority; (iii) No action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending, or, to the Company’s Knowledge, threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and (iv) Neither the Company nor Seller has agreed to indemnify any other Person for or against any interference, infringement, misappropriation or other conflict moral rights with respect to such works. (j) None of the itemSoftware used in the business contains any open source Software.

Intellectual Properties. (a) Schedule 4.12(a) sets forth Section 4.13 of the SGN Disclosure Schedules contains a listing true and complete list of all registrations or application for registration included in the SGN Owned Intellectual Property, specifying as to each such item, as applicable (i) the name or title of such item, (ii) the record owner of such item, (iii) each jurisdiction in which such item is issued or registered Company Intellectual Property or in which any application for issuance or registration has been filed, (iv) the respective issuance, registration, or application number of such item and all pending applications therefor(v) the date of application and issuance or registration of such item. (b) Schedule 4.12(bExcept as would not be material to SGN or any SGN Subsidiary: (i) sets forth SGN or a listing SGN Subsidiary is the sole and exclusive legal and beneficial owner of all Software used by the Company in connection with the business (excluding Off-the-Shelf Software), all written licenses (excluding licenses for Off-the-Shelf Software and end user licenses for mass market Software) pursuant to which the Company is a party either as a licensee or licensor and any other Contract under which the Company grants or receives any rights to SGN Owned Intellectual Property (the “Licenses”), and any Licensed IP. (c) Except as set forth on Schedule 4.12(c), the Company owns holds all right, title and interest in and to the Company such SGN Owned Intellectual Property and its rights under any and all SGN Owned Intellectual Property. The Company , in each case, free and clear of all Liens (other than Permitted Liens); and (ii) SGN and each SGN Subsidiary is the sole and exclusive owner of all Intellectual Property is subsistingdeveloped or created for or on behalf of SGN or such SGN Subsidiary by former and current employees, independent contractors and other Persons. (c) Except as would not be material to SGN or any SGN Subsidiary: (i) SGN and SGN Subsidiaries’ rights in full force and effect, and has not been cancelled, expired or abandoned, and to the Company’s Knowledge is valid. Each item of SGN Owned Intellectual Property necessary for the operation are valid, subsisting and enforceable; (ii) none of the CompanySGN Owned Intellectual Property has been adjudged invalid or unenforceable in whole or in part; (iii) there exist no restrictions on SGN or any SGN Subsidiary’s business as disclosure, use, license or transfer of Closing the SGN Owned Intellectual Property; and (iv) the consummation of the Transactions will be owned not alter, encumber, impair or available for use by Buyer on materially identical terms and conditions immediately subsequent to Closingextinguish any SGN Owned Intellectual Property or any of SGN or SGN Subsidiaries’ rights under any SGN Owned Intellectual Property. (d) The Company Except as would not be material to SGN or any SGN Subsidiary: (i) SGN and each SGN Subsidiary owns all right, title and interest in, or otherwise has a valid valid, enforceable and enforceable sufficient right or license to use (as currently being used) the Licensed IP used in its business, subject to the Enforceability Exceptions. (e) The Company has not received in the past three (3) years any written notice regarding the infringement or misappropriation by the Company of any all Intellectual Property used or held for use in, or otherwise necessary to conduct the business of any third party. (f) The conduct of the Company’s business SGN and each SGN Subsidiary as currently conducted does not infringe upon by SGN and each SGN Subsidiary; (ii) neither SGN nor any SGN Subsidiary is currently infringing, misappropriating or misappropriate any Intellectual Property of any third partyotherwise violating, and to the Company’s Knowledge, no third party is infringing or has infringed, misappropriated or otherwise violated any Intellectual Property of any Third Party; (iii) to SGN’s Knowledge, no Third Party has infringed, misappropriated or otherwise violated or is currently infringing, misappropriating or otherwise violating any SGN Intellectual Property; and (iv) there are no actions, suits, claims or proceedings pending or threatened that (A) challenge or question SGN’s or any SGN Subsidiary’s ownership or right to use any SGN Owned Intellectual Property or (B) assert infringement, misappropriation or violation by SGN or any SGN Subsidiary of any Intellectual Property of a Third Party. (e) Except as would not be material to SGN or any SGN Subsidiary: (i) SGN and SGN Subsidiaries have implemented commercially reasonable policies and have taken commercially reasonable steps necessary to maintain, protect and enforce their rights in the SGN Owned Intellectual Property, including payment of all applicable maintenance fees and steps necessary to protect and preserve the confidentiality of all trade secrets and other confidential information included in the SGN Owned Intellectual Property; and (ii) to SGN’s Knowledge, no employees, independent contractors or other Persons have disclosed any of the material Company trade secrets or other confidential information included in the SGN Owned Intellectual Property. (gf) Except as set forth on Schedule 4.12(g)would not be material to SGN or any SGN Subsidiary: (i) the IT Systems are fully functional and operate and perform in accordance with their documentation and functional specifications and otherwise in a manner that permits SGN and each SGN Subsidiary to conduct its business as currently conducted; (ii) SGN and each SGN Subsidiary have taken all reasonable steps to protect the confidentiality, the computer systems, including software, hardware, networks, interfaces integrity and related services (collectively, “Systems”) used by the Company are reasonably sufficient for the immediate needs security of the business including having the capacity and ability to process current peak volumes IT Systems used in a timely manner as necessary for connection with the conduct of the Company’s businessbusiness of SGN and any SGN Subsidiary from Contaminants and from any unauthorized use, access, interruption, modification or corruption, including commercially reasonable data backup, disaster avoidance and there have been no material failures, breakdowns, breaches, outages or unavailability in the last twelve recovery procedures and business continuity procedures; and (12iii) months. (h) The Company maintains policies and procedures regarding data security and privacy that are in compliance with all applicable Laws. In the past three (3) years, to the CompanySGN’s Knowledge, there have has been no material security breaches relating to, violations of any security policy regarding or any unauthorized access of any data or information used in the Company, including any notices or complaints from any Person regarding personal information. The execution and performance of this Agreement will not violate, in any material respect, any privacy policy, terms of use, or Laws relating to the use, dissemination, or transfer of such data or information. (i) With respect to each item of Company Intellectual Property: (i) The Company possesses all right, title and interest in and to the item, free and clear of all Liens or licenses; (ii) The item is not subject to any outstanding injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority; (iii) No action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending, or, to the Company’s Knowledge, threatened which challenges the legality, validity, enforceabilityaccess, use, intrusion, interruption, modification, breach or ownership failure of SGN or any SGN Subsidiary’s IT Systems, and the item; and (iv) Neither the Company nor Seller data and information which they store or process has agreed to indemnify not been corrupted or accessed without SGN’s or any other Person for or against SGN Subsidiary’s authorization. As used herein, “Contaminants” means any interference, infringement, misappropriation “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other conflict with respect to software routines or hardware components that permit unauthorized access or the itemunauthorized disablement or erasure of such software or data or other software of users.

Intellectual Properties. (a) Schedule 4.12(aSection 4.13(a) of the Disclosure Letter sets forth a listing of all registered Company Intellectual Property and all pending applications therefor. (b) Schedule 4.12(bSection 4.13(b) of the Disclosure Letter sets forth a listing of all Software used by the Company in connection with the business (excluding Off-the-Shelf Software), all written licenses (excluding licenses for Off-the-Shelf Software and end user licenses for mass market Software) pursuant to which any of the Company Acquired Companies is a party either as a licensee or licensor and any other Contract under which any of the Company Acquired Companies grants or receives any rights to Intellectual Property (the “Licenses”), and any Licensed IP. (c) Except as set forth on Schedule 4.12(c)in Section 4.13(c) of the Disclosure Letter, the Company owns Acquired Companies are the exclusive owners of and possess all right, title and interest in and to the Company Intellectual Property, free and clear of all Liens, except the Permitted Liens. The Their Company Intellectual Property is valid, subsisting, in full force and effect, and has not been cancelled, expired or abandoned, and to the Company’s Knowledge is valid. Each item of Intellectual Property necessary for the operation of the Company’s business as of Closing will be owned or available for use by Buyer on materially identical terms and conditions immediately subsequent to Closing. (d) The Company has Acquired Companies have a valid and enforceable right or license to use (as currently being used) the Licensed IP material Intellectual Property used in its businesstheir businesses that is owned by a third party, subject to the Enforceability Exceptions. (e) The Company Intellectual Property and the Intellectual Property used but not owned by the Acquired Companies are not subject to any material restrictions or limitations regarding use or disclosure other than pursuant to a written License applicable thereto. (f) None of the Acquired Companies has not received in the past three (3) years year period prior to the date of this Agreement any written notice (including cease and desist letters or invitations to take a patent license) regarding the infringement or misappropriation by the any Acquired Company of any Intellectual Property of any third party. (fg) (i) The conduct of the Company’s business as currently conducted Acquired Companies’ businesses does not infringe upon or misappropriate any Intellectual Property of any third party, and (ii) to the Company’s Knowledge, no third party is infringing or has infringed, misappropriated or otherwise violated any of the material Company Intellectual Property. (g) Except as set forth on Schedule 4.12(g), the computer systems, including software, hardware, networks, interfaces and related services (collectively, “Systems”) used by the Company are reasonably sufficient for the immediate needs of the business including having the capacity and ability to process current peak volumes in a timely manner as necessary for the conduct of the Company’s business, and there have been no material failures, breakdowns, breaches, outages or unavailability in the last twelve (12) months. (h) The Company maintains policies and procedures regarding data security and privacy that are in compliance with all applicable Laws. In the past three (3) years, to the Company’s Knowledge, there have been no material security breaches relating to, violations of any security policy regarding or any unauthorized access of any data or information used in the Company, including any notices or complaints from any Person regarding personal information. The execution and performance of this Agreement will not violate, in any material respect, any privacy policy, terms of use, or Laws relating to the use, dissemination, or transfer of such data or information. (i) With respect to each item of Company Intellectual Property: (i) The Company possesses all right, title and interest in and to the item, free and clear of all Liens or licenses; (ii) The item is not subject to any outstanding injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority; (iii) No action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending, or, to the Company’s Knowledge, threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and (iv) Neither the Company nor Seller has agreed to indemnify any other Person for or against any interference, infringement, misappropriation or other conflict with respect to the item.

Intellectual Properties. (a) Schedule 4.12(a4.14(a) sets forth a listing complete and correct list of all patented or registered Company Intellectual Property and pending patent applications or other applications for registration of Intellectual Property and all pending applications therefor. (bInternet domain names included in the Company Intellectual Property. Schedule 4.14(a) also sets forth a complete and correct list of all unregistered trademarks, service marks, trade names, unregistered copyrights, corporate names, logos and slogans, and software included in the Company Intellectual Property, in each case that are material to the operation of the Acquired Companies’ business. Schedule 4.12(b4.14(b) sets forth a listing of all Software used by the Company in connection with the business (excluding Off-the-Shelf Software), all written licenses (excluding other than licenses for Off-the-Shelf Software and end user licenses for mass market Computer Software) pursuant to which any of the Company Acquired Companies is a party either as a licensee or licensor and any other Contract Contracts under which the Company grants Acquired Companies grant or receives receive any rights to Intellectual Property Property. Schedule 4.14(b) also sets forth a list of all licenses for Computer Software (the “Licenses”), and any Licensed IP. (cexcluding Desktop Software) with license or user-fees in excess of $10,000. Except as set forth on in Schedule 4.12(c)4.14(c): (a) the Acquired Companies own and possess all, the Company owns all right, title and interest in and to, or have a valid and enforceable right or license to use the Company Intellectual Property. The Property as currently being used, and the consummation of the transaction contemplated by this Agreement will not conflict with, alter or impair any such rights; (b) except for the Permitted Liens, the Company Intellectual Property is not subject to any Liens and is not subject to any restrictions or limitations regarding use or disclosure other than pursuant to Contracts identified on Schedule 4.14(b) applicable thereto; (c) the Company Intellectual Property owned by any of the Acquired Companies and, to the Company’s Knowledge, the Company Intellectual Property used by any of the Acquired Companies, is valid, subsisting, in full force and effect, and has not been cancelled, expired or abandoned, and to the Company’s Knowledge is valid. Each item of Intellectual Property necessary for the operation ; (i) none of the Company’s business as of Closing will be owned Acquired Companies has infringed, misappropriated or available for use by Buyer on materially identical terms and conditions immediately subsequent to Closing. (d) The Company has a valid and enforceable right or license to use (as currently being used) the Licensed IP used in its businessotherwise conflicted with, subject to the Enforceability Exceptions. (e) The Company has not received in the past three (3) years any written notice regarding the infringement or misappropriation by the Company of any Intellectual Property of any third party. ; (fii) The the conduct of the Company’s business as currently conducted by each Acquired Company does not infringe upon or misappropriate any Intellectual Property of owned or controlled by any third party; and (iii) none of the Acquired Companies has received any written notice regarding any of the foregoing (including, and without limitation, any demands or offers to license any Intellectual Property from any third party); (e) To the Company’s Knowledge, : (i) no third party is infringing or has infringed, misappropriated or otherwise violated conflicted with any of the material Company Intellectual Property.; and (ii) no such Claims have been brought or threatened against any third party by any of the Acquired Companies; (gf) Except as set forth on Schedule 4.12(g), the computer systems, including software, hardware, networks, interfaces and related services (collectively, “Systems”) used by the Company are reasonably sufficient for the immediate needs of the business including having the capacity and ability to process current peak volumes in a timely manner as necessary for the conduct of the Company’s business, and there have been no material failures, breakdowns, breaches, outages or unavailability in the last twelve (12) months. (h) The Company maintains policies and procedures regarding data security and privacy that are in compliance with all applicable Laws. In the past three (3) years, to the Company’s Knowledge, there have been no material security breaches relating to, violations of any security policy regarding or any unauthorized access of any data or information used in the Company, including any notices or complaints from any Person regarding personal information. The execution and performance of this Agreement will not violate, in any material respect, any privacy policy, terms of use, or Laws relating to the use, dissemination, or transfer of such data or information. (i) With respect to each item of Company Intellectual Property: (iall licenses listed on Schedule 4.14(b) The Company possesses all rightare in full force and effect and, title and interest are enforceable in and accordance with their respective terms, subject to the item, free and clear of all Liens or licenses; Enforceability Exceptions; (ii) The item is not subject the Acquired Companies have performed all material obligations required to any outstanding injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority; be performed by them pursuant to the Contracts listed on Schedule 4.14(b); and (iii) No action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand there is pending, no existing or, to the Company’s Knowledge, threatened which challenges default under or violation of any of the legalityContracts listed on Schedule 4.14(b) by any other party thereto; (g) an Acquired Company is the owner of record for each item of patented or registered Company Intellectual Property identified on Schedule 4.14(a), validityand has properly executed and recorded all documents necessary to perfect its title to such Intellectual Property. The Acquired Companies have filed all documents and paid all Taxes, enforceabilityfees, and other financial obligations required to renew and maintain in force and effect all patented or registered Intellectual Property until Closing; (h) (i) the Acquired Companies own, or have sufficient license to use, or ownership all Computer Software currently being used by the Acquired Companies; (ii) the Acquired Companies are in compliance in all material respects with all provisions of any Contract pursuant to which the Acquired Company has the right to use any Computer Software, including Desktop Software; and (iii) the consummation of the item; and (iv) Neither transaction contemplated by this Agreement will not impair any right, or cause any Acquired Company to be in violation of or default under any Contract related to the Company nor Seller has agreed to indemnify Computer Software, or terminate, modify, or entitle any other Person for party to terminate or against modify any interference, infringement, misappropriation or other conflict with respect to the itemsuch Contract.

Intellectual Properties. (a) Schedule 4.12(a3.10(i) sets forth (i) a listing complete and correct list of all patented or registered Company Intellectual Property and all pending patent applications therefor. or other applications for registration of Intellectual Property, material unregistered Marks, Copyrights, internet domain names and software (b) Schedule 4.12(b) sets forth a listing of all Software used by the Company in connection with the business (excluding other than Off-the-Shelf Software)) owned by Seller and included in the Business Intellectual Property, and (ii) any Business Intellectual Property used but not owned by Seller and identifies the owner of such Business Intellectual Property. Schedule 3.10(ii) sets forth all written licenses (excluding licenses for Off-the-Shelf Software and end user licenses for mass market Software) pursuant to which the Company Seller is a party either as a licensee or licensor (specifying its status) and any other Contract agreements under which the Company Seller grants or receives any rights to Business Intellectual Property or is required to pay any royalty payments for use of any Business Intellectual Property (the “Licenses”). All fees due as of the date hereof associated with maintaining any Business Intellectual Property have been paid in full in a timely manner to the proper Governmental Authority, and all actions required as of the date hereof associated with maintaining any Licensed IP. Business Intellectual Property have been taken, and no such fees are due, and no such actions are required, within the three (c3) month period after the Closing Date. Except as set forth on Schedule 4.12(c)3.10(iii): (i) Seller owns and possesses all, the Company owns all right, title and interest in and to, or has a valid and enforceable right or license to use, the Company Business Intellectual Property. The Company Property as currently being used; (ii) Seller has not infringed, misappropriated or otherwise conflicted with any Intellectual Property of any third party in its operation of the Business; and (iii) the conduct of the Business as currently conducted by Seller does not infringe upon, misappropriate, or otherwise conflict with any Intellectual Property owned or controlled by any third party; (b) the Business Intellectual Property is not subject to any Liens (other than Permitted Liens) and is not subject to any restrictions or limitations regarding use or disclosure, other than pursuant to a written License applicable thereto; (i) any issued Patent and registered Intellectual Property, and the applications therefor, included among the Business Intellectual Property owned or used by Seller are valid, subsisting, in full force and effect, and has have not been cancelled, expired or abandoned; (ii) Seller has not abandoned, and cancelled, or permitted to be abandoned, cancelled, or lapsed, any issued patents or registered Intellectual Property, or the Company’s Knowledge is valid. Each item of applications therefor, that are currently included among the Business Intellectual Property necessary for or formerly owned or used by Seller in the operation of the Company’s business as of Closing will be owned Business, nor have there been any interference actions, re-examinations, cancellation proceedings, or available for use by Buyer on materially identical terms and conditions immediately subsequent other judicial, arbitration, or other adversarial proceedings with respect to Closing.any such Intellectual Property; (d) The Company except pursuant to a License set forth on Schedule 3.10(ii), Seller has a valid and enforceable not licensed or otherwise granted any right or license to use (as currently being used) the Licensed IP used in its business, subject to the Enforceability Exceptions.any Person under any Business Intellectual Property owned by Seller; (e) The Company Seller has not received in the past three (3) years any written notice regarding the infringement regarding, and there are currently no actions, suits, arbitrations, judgments, proceedings, investigations or misappropriation by the Company claims of any kind whatsoever related to any of the foregoing (including, without limitation, any demands or offers to license any Business Intellectual Property of any third party. (f) The conduct of the Company’s business as currently conducted does not infringe upon or misappropriate any Intellectual Property of from any third party, and to any claims asserting the Companyinvalidity, misuse or unenforceability of any Business Intellectual Property now or formerly owned or used by Seller); (i) To Seller’s Knowledge, no third party is infringing or has infringed, misappropriated or otherwise violated conflicted with any of the material Company Business Intellectual Property.; and (ii) no such claims have been brought or threatened against any third party by Seller (including, without limitation, any demands or offers to license any Intellectual Property now or formerly owned or used by Seller related to the Business, and any claims asserting the invalidity, misuse or unenforceability of any Intellectual Property now or formerly owned or used by any third party); (g) Except as set forth on Schedule 4.12(g), all royalties and other fees owed by Seller pursuant to the computer systems, including software, hardware, networks, interfaces and related services (collectively, “Systems”) used by the Company are reasonably sufficient for the immediate needs of the business including having the capacity and ability to process current peak volumes in a timely manner as necessary for the conduct of the Company’s business, and there Licenses have been no material failures, breakdowns, breaches, outages or unavailability paid in the last twelve (12) months. (h) The Company maintains policies and procedures regarding data security and privacy that are in compliance with all applicable Laws. In the past three (3) years, to the Company’s Knowledge, there have been no material security breaches relating to, violations of any security policy regarding or any unauthorized access of any data or information used in the Company, including any notices or complaints from any Person regarding personal information. The execution and performance of this Agreement will not violate, in any material respect, any privacy policy, terms of use, or Laws relating to the use, dissemination, or transfer of such data or information.full; (i) With respect none of the Business Intellectual Property has been used, divulged or appropriated for the benefit of any past or present employee of Seller or any other Person, or to the detriment of Seller; (ii) each item former employee and each current employee of Company Intellectual Property:Seller related to the Business has executed a written Contract prohibiting disclosure of Trade Secrets related to the Business; and (iii) Seller has taken commercially reasonable precautions to protect the secrecy and value of their its Trade Secrets related to the Business; and (i) The Company possesses all right, title (i) each former employee and interest in and each current employee of Seller related to the itemBusiness has executed a written Contract assigning to Seller, free all rights to any inventions made or other rights to the Business Intellectual Property inuring to such employee, during or derived from such employee’s relationship with Seller; and clear of all Liens or licenses; (ii) The item no employee of Seller related to the Business has entered into any Contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign or disclose information concerning his or her work to anyone other than the Seller; and no employee of Seller related to the Business is, or is not subject currently expected to be, in default under any outstanding injunction, judgment, order, decree, ruling, charge or other restriction term of any Governmental Authority; (iii) No action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending, or, to the Company’s Knowledge, threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and (iv) Neither the Company nor Seller has agreed to indemnify any other Person for or against any interference, infringement, misappropriation or other conflict with respect to the itemsuch Contract.

Intellectual Properties. (a) Schedule 4.12(a4.17(a) sets forth a listing of all registered Acquired Company Intellectual Property and all pending applications therefor. (b) Schedule 4.12(b4.17(b) sets forth a listing of all Software used by the Company in connection with the business (excluding Off-the-Shelf Software), all material written licenses (excluding licenses for Off-the-Shelf Software and end user licenses for mass market so-called “shrink-wrap” Software) pursuant to which the an Acquired Company is a party either as a licensee or licensor and any other Contract under which the an Acquired Company grants or receives any rights to Intellectual Property (the “Licenses”), and any Licensed IP. (c) Except as set forth on Schedule 4.12(c4.17(c), the Company owns Acquired Companies own all right, title and interest in and to the Acquired Company Intellectual Property. The Acquired Company Intellectual Property is valid, subsisting, in full force and effect, and has not been cancelled, expired or abandoned, and to the Company’s Knowledge is valid. Each item of Intellectual Property necessary for the operation of the Company’s business as of Closing will be owned or available for use by Buyer on materially identical terms and conditions immediately subsequent to Closing. (d) The Company has Acquired Companies have a valid and enforceable right or license to use (as currently being used) the Licensed IP material Intellectual Property used in its businesstheir respective businesses that is owned by a third party, subject to the Enforceability Exceptions. (e) The No Acquired Company nor Seller has not received in the past three (3) years any written notice regarding the infringement or misappropriation by the any Acquired Company of any Intellectual Property of any third party. (f) The conduct of the Company’s business as currently conducted Acquired Companies’ respective businesses does not infringe upon or misappropriate any Intellectual Property of any third party, and and, to the CompanySeller’s Knowledge, no third party is infringing or has infringed, misappropriated or otherwise violated any of the material Acquired Company Intellectual Property. (g) Except as set forth on Schedule 4.12(g), the computer systems, including software, hardware, networks, interfaces and related services (collectively, “Systems”) used by the Company are reasonably sufficient for the immediate needs of the business including having the capacity and ability to process current peak volumes in a timely manner as necessary for the conduct of the Company’s business, and there have been no material failures, breakdowns, breaches, outages or unavailability in the last twelve (12) months. (h) The Company maintains policies and procedures regarding data security and privacy that are in compliance with all applicable Laws. In the past three (3) years, to the Company’s Knowledge, there have been no material security breaches relating to, violations of any security policy regarding or any unauthorized access of any data or information used in the Company, including any notices or complaints from any Person regarding personal information. The execution and performance of this Agreement will not violate, in any material respect, any privacy policy, terms of use, or Laws relating to the use, dissemination, or transfer of such data or information. (i) With respect to each item of Company Intellectual Property: (i) The Company possesses all right, title and interest in and to the item, free and clear of all Liens or licenses; (ii) The item is not subject to any outstanding injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority; (iii) No action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending, or, to the Company’s Knowledge, threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and (iv) Neither the Company nor Seller has agreed to indemnify any other Person for or against any interference, infringement, misappropriation or other conflict with respect to the item.