Common use of IP Contracts Clause in Contracts

IP Contracts. Schedule 3.15.4 identifies under separate headings each Contract under which the Company uses or licenses Company Technology or Company Intellectual Property Rights that are material to the operation of the business of the Company as presently conducted and as presently contemplated to be conducted and that any Person besides the Company owns, including Software other than Proprietary Software that is licensed to or used by the Company or any of its Affiliates and is related to Company’s business (“Third Party Software”) (other than Shrink Wrap Licenses) (collectively “Inbound IP Contracts”) or under which the Company has granted any Person any right or interest in Company Intellectual Property Rights including any right to use or access any item of the Company Technology (the “Outbound IP Contracts”, and together with the Inbound IP Contracts, the “IP Contracts”). None of the Inbound IP Contracts or Shrink Wrap Licenses are subject to any transfer, assignment, change of control, site, equipment, or other operational limitations. Except as provided in the Inbound IP Contracts and Shrink Wrap Licenses, the Company does not owe any royalties or other payments or otherwise have any liability to any Person for the use of any Intellectual Property Rights or Technology. The Company has paid all fees, royalties and other payments applicable to the past and current use or exploitation intellectual property provided for by the Inbound IP Contracts and Shrink Wrap Licenses, and no fees, royalties or other payments provided by the Inbound IP Contracts and Shrink Wrap Licenses are due or otherwise required to be paid by the Company or any of its Affiliates within thirty (30) days following the Closing Date or otherwise due as a result of, or attributable to, the Transactions contemplated herein (including without limitation the Merger).

IP Contracts. Section 4.15(d) of the Disclosure Schedule 3.15.4 identifies under separate headings each Contract under which the Company uses or licenses Company Technology or Company Intellectual Property Rights that are material to the operation of the business of the Company Company’s Business as presently conducted and as presently contemplated to be conducted Currently Conducted or Proposed and that any Person besides the Company owns, including Software other than Proprietary Software that is licensed to or used by the Company or any of its Affiliates and is related to Company’s business (“Third Party Software”) (other than Shrink Wrap LicensesLicenses and Public Software) (collectively “Inbound IP Contracts”) or under which the Company has granted any Person any right or interest in Company Intellectual Property Rights that are owned by the Company including any right to use or access any item of the Company Technology that is owned by the Company, excluding non-disclosure agreements between the Company and third parties for the purpose of exchanging confidential information and agreements with employees or subcontractors of the Company (the “Outbound IP Contracts”, and together with the Inbound IP Contracts, the “IP Contracts”). None of the Inbound IP Contracts or Shrink Wrap Licenses are subject to any transfer, assignment, change of control, site, equipment, or other operational limitationssite limitation. Except as provided in the Inbound IP Contracts and Shrink Wrap Licenses, the Company does not owe any royalties or other payments or otherwise have any liability to any Person for the use of any Intellectual Property Rights or Technology. The Company has paid all fees, royalties and other payments applicable to the past and current use or exploitation intellectual property of Intellectual Property Rights provided for by the Inbound IP Contracts and Shrink Wrap Licenses, and no fees, royalties or other payments provided by the Inbound IP Contracts and Shrink Wrap Licenses are due or otherwise required to be paid by the Company or any of its Affiliates within thirty (30) days following the Closing Date or will otherwise become immediately due (whether or not such payments are contingent upon notice by the Company or the licensor to the other regarding the Transactions) solely as a result of, or attributable to, the Transactions contemplated herein (including without limitation the Merger)herein.

IP Contracts. Section 4.15(d) of the Disclosure Schedule 3.15.4 identifies under separate headings each Contract under which the Company uses or licenses from third parties Company Technology or Company Intellectual Property Rights that are material to the operation of the business of the Company as presently conducted and as presently contemplated to be conducted and that any Person besides the Company owns, including Software other than Proprietary Software that is licensed to or used by the Company or any of its Affiliates and is related to Company’s business (“Third Party Software”) (other than Shrink Wrap LicensesLicenses and Public Software) (collectively “Inbound IP Contracts”) or under which the Company has granted any Person any right or interest in Company Intellectual Property Rights including any right to use or access any item of the Company Technology (the “Outbound IP Contracts”, and together with the Inbound IP Contracts, the “IP Contracts”). None of the Inbound IP Contracts or Shrink Wrap Licenses are subject to any transfer, assignment, assignment or change of control, site, equipment, or other operational control limitations. Except as provided in the Inbound IP Contracts and Shrink Wrap Licenses, the Company does not owe any royalties or other payments or otherwise have any liability to any Person for the use of any Intellectual Property Rights or Technology. The Company has paid all fees, royalties and other payments applicable to the past and current use or exploitation intellectual property of Intellectual Property Rights provided for by the Inbound IP Contracts and Shrink Wrap Licenses, and no fees, royalties or other payments provided by the Inbound IP Contracts and Shrink Wrap Licenses are due or otherwise required to be paid by the Company or any of its Affiliates within thirty (30) days following the Closing Date or otherwise will become due as a result of, or attributable to, the Transactions contemplated herein (including without limitation the Merger)herein.

IP Contracts. Schedule 3.15.4 Section 3.11(d) of the Sellers’ Disclosure Schedules identifies under separate headings each Contract Contractual Obligation, whether written or oral, (i) under which the an Acquired Company uses or licenses any Company Technology or any Company Intellectual Property Rights that are material to the operation of the business of the Company as presently conducted and as presently contemplated to be conducted and that any Person besides the an Acquired Company owns, including Software other than Proprietary Software that is excluding licenses for any off-the-shelf software licensed to or on standard terms used by the Acquired Company or any of its Affiliates and is related to Company’s business (“Third Party Software”) (other than Shrink Wrap Licenses) (collectively the “Inbound IP Contracts”), (ii) or under which the an Acquired Company has granted any Person any right or interest in Company any Intellectual Property Rights or Company Technology owned or controlled by an Acquired Company including any right to use or access any item of the Company Technology (the “Outbound IP Contracts”), or (iii) that otherwise affects the Acquired Companies’ use of or rights in any Company Technology or Intellectual Property Rights of the Acquired Companies (including settlement agreements and covenants not to s▇▇) (such Contractual Obligations, together with the Inbound IP Contracts and Outbound IP Contracts, the “IP Contracts”). None Except as is otherwise disclosed in Section 3.11(d) of the Inbound IP Contracts or Shrink Wrap Licenses are subject to any transferSellers’ Disclosure Schedules, assignment, change none of control, site, equipment, or other operational limitations. Except as provided in the Inbound IP Contracts and Shrink Wrap Licenses, the Company does not owe Acquired Companies owes any royalties or other payments or otherwise have any liability to any Person for the use of any Intellectual Property Rights or Company Technology. The Company Acquired Companies have delivered to Buyer accurate and complete copies of each of the IP Contracts as amended or otherwise modified and in effect. Except as provided in Section 3.11(d) of the Sellers’ Disclosure Schedules, each material Inbound IP Contract is in effect, and the Acquired Companies have not taken or failed to take any action and, to the Knowledge of the Target Companies, no other event has occurred that could subject any such agreement to termination or otherwise cause any such license agreement not to be in effect in the foreseeable future. Except as provided in Section 3.11(d) of the Sellers’ Disclosure Schedules, the Acquired Companies have paid all fees, royalties and other payments applicable due to date under all IP Contracts. Except as provided in Section 3.11(d) of the past and current use or exploitation intellectual property provided for by the Inbound IP Contracts and Shrink Wrap Licenses, and no fees, royalties or other payments provided by the Inbound IP Contracts and Shrink Wrap Licenses are due or otherwise required to be paid by the Company or any of its Affiliates within thirty (30) days following the Closing Date or otherwise due as a result of, or attributable toSellers’ Disclosure Schedules, the Transactions contemplated herein (including without limitation the Merger)Acquired Companies are not presently in default and have received no notice of default under any IP Contract.

IP Contracts. Section 3.15(d) of the Disclosure Schedule 3.15.4 identifies under separate headings each Contract (A) under which any member of the Company Group uses or licenses from a third party any Company Technology or Company Intellectual Property Rights that are is material to the operation of the business Business of any member of the Company Group as presently conducted and as presently contemplated to be conducted and that any Person besides the members of Company Group owns, including any Software (other than Proprietary Software, Software used under Shrink Wrap Licenses or Public Software) that is licensed to or used by a member of the Company Group or any of its Affiliates and that is related material to CompanyCompany Group’s business Business (“Third Party Software”) (other than Shrink Wrap LicensesLicenses and Public Software) (collectively “Inbound IP Contracts”) or (B) under which any member of the Company Group has granted any Person any right or interest in Company Intellectual Property Rights including any right to use or access any item of the Company Technology (other than non-disclosure agreements between a Company Group member and a Person for the purpose of exchanging confidential information and agreements between a Company Group member and any of its employees, consultants or subcontractors) (the “Outbound IP Contracts”, ,” and together with the Inbound IP Contracts, the “IP Contracts”). None of the Inbound IP Contracts or Shrink Wrap Licenses are subject to any transfer, assignment, assignment or change of control, site, equipment, or other operational control limitations. Except as provided in the Inbound IP Contracts Contracts, Public Software and Shrink Wrap Licenses, no member of the Company does not owe Group owes any royalties or other payments or otherwise have has any liability to any Person for the use of any Company Intellectual Property Rights or Company Technology. The Each member of the Company has Group has, as applicable, paid all fees, royalties and other payments applicable to the past and current use or exploitation intellectual property of Intellectual Property Rights provided for by the Inbound IP Contracts and Shrink Wrap Licenses, and no fees, royalties or other payments provided by the Inbound IP Contracts and Shrink Wrap Licenses are due or otherwise required to be paid by any member of the Company Group or any of its Affiliates within thirty (30) days following the Closing Date or otherwise become due as a result of, or attributable to, the Transactions contemplated herein (including without limitation the Merger)herein.