Common use of No Infringement of Third Party IP Rights Clause in Contracts

No Infringement of Third Party IP Rights. To the Knowledge of RMT Partner, the conduct of the business of any of the RMT Partner Companies as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the RMT Partner Products as conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducement, or otherwise), misappropriated, or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole. Without limiting the generality of the foregoing, as relates to the RMT Partner IP and the RMT Partner Products, as of, and in the two (2) years prior to, the date of this Agreement, no infringement, misappropriation, violation or similar claim or Legal Proceeding pertaining to any material RMT Partner IP and no such material claim or Legal Proceeding pertaining to any RMT Partner IP is pending, threatened in writing, or, to the Knowledge of RMT Partner, threatened orally against any of the RMT Partner Companies or, to the Knowledge of RMT Partner, as of the date of this Agreement, against any other Person who is or may be entitled to be indemnified, defended, held harmless, or reimbursed by any of the RMT Partner Companies with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole, and except as set forth in Section 3.10(j) of the RMT Partner Disclosure Letter, as of the date of this Agreement, no Person has made a written request against a RMT Partner Company to be indemnified, defended, held harmless, or reimbursed with respect to any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole.

No Infringement of Third Party IP Rights. To the Knowledge of RMT PartnerRemainco, the conduct of the business of any of Spinco Business, the RMT Partner Spinco Companies (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the RMT Partner Spinco Products as conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducement, inducement or otherwise), misappropriated, misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Spinco Companies, taken as a whole, or the Spinco Business. Without limiting the generality of the foregoing, as relates to the RMT Partner Spinco Business, including Spinco IP and the RMT Partner Spinco Products, as of, and in the two (2) years prior to, the date of this Agreement, no infringement, misappropriation, violation or similar claim or Legal Proceeding pertaining to any material RMT Partner Spinco IP and no such material claim or Legal Proceeding pertaining to any RMT Partner Spinco IP has been made since January 1, 2018 or is pending, threatened in writing, writing or, to the Knowledge of RMT PartnerRemainco, threatened orally against Remainco or any of its Subsidiaries (including the RMT Partner Companies Spinco Business, the Spinco Companies) or, to the Knowledge of RMT Partner, as of the date of this AgreementRemainco, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Remainco or any of its Subsidiaries (including the RMT Partner Companies Spinco Business and the Spinco Companies) of the foregoing with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Spinco Companies, taken as a whole, or the Spinco Business, and except as set forth in Section 3.10(j2.10(j) of the RMT Partner Remainco Disclosure Letter, as of the date of this Agreement, no Person has made a written request against a RMT Partner Company Remainco or any of its Subsidiaries (including the Spinco Business and the Spinco Companies) to be indemnified, defended, held harmless, harmless or reimbursed with respect to any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Spinco Companies, taken as a whole, or the Spinco Business.

No Infringement of Third Party IP Rights. To Neither the Knowledge of RMT PartnerCompany nor any Subsidiary is infringing, the conduct of the business of any of the RMT Partner Companies as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense misappropriating or other commercialization of any of the RMT Partner Products as conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducementotherwise violating, or otherwise)has ever infringed, misappropriated, misappropriated or otherwise violated or made unlawful use of violated, any Intellectual Property Right of any other Person, except asand the conduct of the business of the Company and the Subsidiaries when conducted in substantially the same manner after the date hereof by Parent, individually either of the Surviving Entities or in their respective subsidiaries, will not infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person (including patents issuing on patent applications filed as of the aggregatedate hereof), has not and would not reasonably be expected violate any right of any Person (including any right to be material and adverse to the RMT Partner Companiesprivacy or publicity), taken as a wholeor constitute unfair competition or trade practices under any Legal Requirement. Without limiting the generality of the foregoing, as relates to the RMT Partner IP and the RMT Partner Products, as of, and in the two : (2i) years prior to, the date of this Agreement, no infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to any material RMT Partner IP and no such material claim legal proceeding is pending or Legal Proceeding pertaining to any RMT Partner IP is pending, has been threatened in writing, writing (or, to the Knowledge of RMT Partnerthe Company, threatened orally orally) against the Company or any of the RMT Partner Companies Subsidiary or, to the Knowledge of RMT Partner, as of the date of this AgreementCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by the Company or any of the RMT Partner Companies Subsidiary with respect to such claim or Legal Proceedinglegal proceeding; (ii) neither the Company nor any Subsidiary has received any written notice (or, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole, and except as set forth in Section 3.10(j) Knowledge of the RMT Partner Disclosure LetterCompany, as oral) (A) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person (B) inviting the Company or any Subsidiary to license the Intellectual Property Right of another Person or (C) claiming that the Company Product or the operation of the date of this Agreementbusiness constitutes unfair competition or trade practices under any Legal Requirements; (iii) neither the Company nor any Subsidiary is bound by any Contract to indemnify, no defend, hold harmless or reimburse any other Person has made a written request against a RMT Partner Company to be indemnified, defended, held harmless, or reimbursed with respect to any infringement, misappropriation or violation of any Intellectual Property Right (other than pursuant to Contracts in the form of the Standard Form IP Contract); and (iv) to the Knowledge of the Company, no claim or legal proceeding involving any Licensed IP is pending or has been threatened in writing (or, to the Knowledge of the Company, orally), except for any such claim or Legal Proceedinglegal proceeding that, except asif adversely determined, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to adversely affect (A) the RMT Partner Companiesuse or exploitation of such Licensed IP by the Company or any Subsidiary or (B) the distribution, taken as a wholehosting, provision, delivery or sale of any Company Product.

No Infringement of Third Party IP Rights. To the Knowledge of RMT PartnerThe Company is not infringing, the conduct of the business of any of the RMT Partner Companies as conducted in the past two (2) yearsmisappropriating or otherwise violating, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the RMT Partner Products as conducted, does not and has not in the past two (2) years infringed (directlynever infringed, contributorily, by inducement, or otherwise), misappropriated, misappropriated or otherwise violated or made unlawful use of violated, any Intellectual Property Right of any other Person, except asand the conduct of the business of the Company when conducted in substantially the same manner after the date of this Agreement by the Company and after the Closing Date, individually by the Company, will not infringe, misappropriate or in otherwise violate any Intellectual Property Right (or any right to privacy or publicity) of any other Person, or constitute unfair competition or trade practices under any Legal Requirement, provided that the aggregateforegoing representations and warranties are made solely as to the Company’s Knowledge with respect to third-party Patents; provided, has further, that the foregoing representations and warranties do not and extend to infringement or misappropriation occurring after the Closing Date that would not reasonably be expected to be material and adverse have occurred but for a change made by or at the direction of Parent to the RMT Partner CompaniesCompany Products or the conduct of the business of the Company, taken as a wholeafter the Closing Date. Without limiting the generality of the foregoing, as relates to the RMT Partner IP and the RMT Partner Products, as of, and in the two : (2i) years prior to, the date of this Agreement, no infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to any material RMT Partner IP and no such material claim legal proceeding is pending or Legal Proceeding pertaining to any RMT Partner IP is pending, has been threatened in writing, against the Company or, to the Knowledge of RMT Partner, threatened orally against any of the RMT Partner Companies or, to the Knowledge of RMT Partner, as of the date of this AgreementCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by any of the RMT Partner Companies Company with respect to such claim or Legal Proceeding, except as, individually or in legal proceeding; (ii) the aggregate, Company has not and would not reasonably be expected received any notice or other communication (in writing or otherwise) (A) relating to be material and adverse any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person, (B) inviting the Company to license any Intellectual Property Rights of another Person, or (C) claiming that the RMT Partner Companies, taken as a whole, and except as set forth in Section 3.10(j) Company Product or the operation of the RMT Partner Disclosure Letter, as business of the date of this AgreementCompany constitutes unfair competition or trade practices under any Legal Requirements; and (iii) the Company is not bound by any Contract to indemnify, no defend, hold harmless or reimburse any other Person has made a written request against a RMT Partner Company to be indemnified, defended, held harmless, or reimbursed with respect to any such claim infringement, misappropriation or Legal Proceedingviolation of any Intellectual Property Right (other than pursuant to (I) the Standard Form of IP Contracts or (II) any industry-standard indemnification provision, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse pertaining to the RMT Partner CompaniesCompany Products or any Intellectual Property Rights therein, taken as a wholein any license for Shrink-Wrap Code). Notwithstanding anything to the contrary in this Agreement, Section 2.13 contains the only representations or warranties made by the Company with respect to the infringement, misappropriation, or violation by the Company of Intellectual Property Rights of any other Person.

No Infringement of Third Party IP Rights. To the Knowledge of RMT PartnerParent: (i) neither Parent nor any of its Subsidiaries is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, (ii) none of the Intellectual Property or the Intellectual Property Rights owned or licensed by Parent or any of its Subsidiaries is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, and (iii) the conduct of the business of any Parent and each of the RMT Partner Companies its Subsidiaries, as conducted in by Parent and each of its Subsidiaries prior the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the RMT Partner Products as conductedClosing Date, does not and has not in the past two infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person, violate any right of any Person (2) years infringed (directly, contributorily, by inducementincluding any right to privacy or publicity), or otherwise)constitute unfair competition or trade practices under any Law. Without limiting the generality of the foregoing: (I) to the Knowledge of Parent, misappropriatedno Parent Product has ever infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person in any material respect; (II) no Action for infringement, misappropriation or made unlawful use similar claim or legal proceeding is pending or has been threatened against Parent or any of its Subsidiaries or, to the Knowledge of Parent, against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by Parent or any of its Subsidiaries with respect to such claim or legal proceeding and (III) neither Parent nor any of its Subsidiaries have received any notice or other communication (A) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of any other Person, except as, individually (B) inviting Parent or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole. Without limiting the generality of the foregoing, as relates to the RMT Partner IP and the RMT Partner Products, as of, and in the two (2) years prior to, the date of this Agreement, no infringement, misappropriation, violation or similar claim or Legal Proceeding pertaining to any material RMT Partner IP and no such material claim or Legal Proceeding pertaining to any RMT Partner IP is pending, threatened in writing, or, to the Knowledge of RMT Partner, threatened orally against any of the RMT Partner Companies or, its Subsidiaries to the Knowledge license any Intellectual Property Right of RMT Partner, as of the date of this Agreement, against any other Person who is or may be entitled to be indemnified, defended, held harmless, (C) claiming that any Parent Product or reimbursed by the operation of the business of Parent or any of the RMT Partner Companies with respect to such claim its Subsidiaries constitutes unfair competition or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole, and except as set forth in Section 3.10(j) of the RMT Partner Disclosure Letter, as of the date of this Agreement, no Person has made a written request against a RMT Partner Company to be indemnified, defended, held harmless, or reimbursed with respect to trade practices under any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a wholeLaws.

No Infringement of Third Party IP Rights. To the Knowledge of RMT PartnerFox, the conduct of the business of any of A&S Business, the RMT Partner A&S Companies and the Direct Sales Entities (including their Subsidiaries) as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense sale or other commercialization of any of the RMT Partner Newco Products as so conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducement, inducement or otherwise), misappropriated, misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole. Without limiting the generality of the foregoing, as relates to the RMT Partner A&S Business, including Newco IP and or the RMT Partner Newco Products, as of, and in the two (2) years prior to, the date of this Agreement, no infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to any material RMT Partner Newco IP and no such material claim or Legal Proceeding pertaining to any RMT Partner Newco IP is pending, threatened in writing, writing or, to the Knowledge of RMT PartnerFox, threatened orally against any of Fox or its Subsidiaries (including the RMT Partner A&S Business, the A&S Companies and the Direct Sales Asset Sellers) or, to the Knowledge of RMT PartnerFox, as of the date of this Agreement, against any other Person who is or may be entitled to be Table of Contents indemnified, defended, held harmless, harmless or reimbursed by any Fox or its Subsidiaries (including the A&S Business, the A&S Companies and the Direct Sales Asset Sellers) of the RMT Partner Companies foregoing with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole, and except as set forth in Section 3.10(j2.8(j) of the RMT Partner Fox Disclosure Letter, as of the date of this Agreement, no Person has made a written request against a RMT Partner Company Fox or its Subsidiaries (including the A&S Business, the A&S Companies and the Direct Sales Asset Sellers) to be indemnified, defended, held harmless, harmless or reimbursed with respect to any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole.

No Infringement of Third Party IP Rights. To the Knowledge of RMT Partner, the conduct The operation of the business of any of the RMT Partner Companies as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the RMT Partner Products as conducted, does not and Business has not in the past two (2) years never infringed (directly, contributorily, by inducement, inducement or otherwise), misappropriated, misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole. Without limiting the generality The operation of the foregoing, Business as relates to the RMT Partner IP currently conducted and the RMT Partner Productsuse of Owned Intellectual Property and Licensed Intellectual Property in connection therewith do not conflict with, as ofinfringe, and in dilute, misappropriate or otherwise violate the two (2) years prior to, the date Intellectual Property of this Agreement, no any Person. No infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to any material RMT Partner IP and no such material claim or Legal Proceeding pertaining to any RMT Partner IP is pending, threatened in writing, pending or, to the Knowledge of RMT PartnerSeller’s Knowledge, threatened orally against any Seller in connection with the past or current conduct of the RMT Partner Companies or, to Business or the Knowledge of RMT Partner, as past or current ownership or use of the date of this Agreement, Transferred Assets or against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by any of the RMT Partner Companies Seller with respect to such claim or Legal Proceeding. Seller has never received any notice or other communication (in writing or, except asto the Knowledge of Seller, individually otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation by Seller or any current or former employee or agent of Seller, in each case in connection with the aggregatepast or current conduct of the Business or the past or current ownership or use of the Transferred Assets, of any Intellectual Property of any Person, including any letter or other communication suggesting or implying that Seller needs to obtain a license to any Intellectual Property of any Person in order for Seller to conduct its Business without infringing or violating such Intellectual Property. To Seller’s Knowledge, Seller’s exercise of rights or performance of obligations in any Inbound IP Contracts does not infringe or cause a third party [*****] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. to infringe the Intellectual Property of any Person. Seller is not bound by and has not and would not reasonably be expected been threatened or alleged to be material and adverse to bound by any Contract in connection with the RMT Partner Companies, taken as a whole, and except as set forth in Section 3.10(j) past or current conduct of the RMT Partner Disclosure Letter, as Business or the past or current ownership or use of the date of this AgreementTransferred Assets to indemnify, no defend, hold harmless or reimburse any other Person has made a written request against a RMT Partner Company to be indemnified, defended, held harmlesswith respect to, or reimbursed otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential intellectual property infringement, misappropriation or similar claim. Notwithstanding anything else, this Section 3.13(m) shall be the sole representation or warranty in this Agreement with respect to the infringement, misappropriation, or other violation of any such claim or Legal Proceedingthird party Intellectual Property, except asand accordingly, individually or in the aggregate, has not and would not reasonably no other provision shall be expected to be material and adverse to the RMT Partner Companies, taken construed as a wholesuch.

No Infringement of Third Party IP Rights. To the Knowledge of RMT PartnerThe Company is not infringing, the conduct of the business of any of the RMT Partner Companies as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the RMT Partner Products as conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducement, or otherwise), misappropriated, misappropriating or otherwise violated violating, and it has never infringed, misappropriated or made unlawful use of otherwise violated, any Intellectual Property Right of any other PersonPerson or violated any right of any Person (including any right to privacy or publicity), except asor conducted the business of the Company in a manner that constitutes or constituted unfair competition or trade practices under any Legal Requirement. The conduct of the business of the Company when conducted in substantially the same manner after the date hereof by Parent, individually either of the Surviving Entities or in their respective Subsidiaries, will not infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person (including patents issuing on patent applications filed as of the aggregatedate hereof), has not and would not reasonably be expected violate any right of any Person (including any right to be material and adverse to the RMT Partner Companiesprivacy or publicity), taken as a wholeor constitute unfair competition or trade practices under any Legal Requirement. Without limiting the generality of the foregoing, as relates to the RMT Partner IP and the RMT Partner Products, as of, and in the two : (2i) years prior to, the date of this Agreement, no infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to any material RMT Partner IP and no such material claim legal proceeding is pending or Legal Proceeding pertaining to any RMT Partner IP is pending, has been threatened in writing, writing (or, to the Knowledge of RMT Partnerthe Company, threatened orally orally) against any of the RMT Partner Companies Company or, to the Knowledge of RMT Partner, as of the date of this AgreementCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by any of the RMT Partner Companies Company with respect to such claim or Legal Proceeding, except as, individually or in legal proceeding; (ii) the aggregate, Company has not and would not reasonably be expected to be material and adverse received any written notice (or, to the RMT Partner Companies, taken as a whole, and except as set forth in Section 3.10(j) Knowledge of the RMT Partner Disclosure LetterCompany, as oral) (A) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person (B) inviting the Company to license the Intellectual Property Right of another Person or (C) claiming that the Company Product or the operation of the date of this Agreementbusiness constitutes unfair competition or trade practices under any Legal Requirements; (iii) the Company is not bound by any Contract to indemnify, no defend, hold harmless or reimburse any other Person has made a written request against a RMT Partner Company to be indemnified, defended, held harmless, or reimbursed with respect to any infringement, misappropriation or violation of any Intellectual Property Right (other than pursuant to Contracts in the form of the Standard Form IP Contract); and (iv) to the Knowledge of the Company, no claim or legal proceeding involving any Licensed IP is pending or has been threatened in writing (or, to the Knowledge of the Company, orally), except for any such claim or Legal Proceedinglegal proceeding that, except asif adversely determined, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to adversely affect (A) the RMT Partner Companiesuse or exploitation of such Licensed IP by the Company or (B) the distribution, taken as a wholehosting, provision, delivery or sale of any Company Product.

No Infringement of Third Party IP Rights. To (1) Neither the Knowledge of RMT PartnerCompany nor any Subsidiary is infringing, the conduct of the business of any of the RMT Partner Companies as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense misappropriating or other commercialization of any of the RMT Partner Products as conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducementotherwise violating, or otherwise)has ever infringed, misappropriated, misappropriated or otherwise violated or made unlawful use of violated, any Intellectual Property Right of any other Person, except asand (2) the conduct of the business of the Company and the Subsidiaries when conducted in substantially the same manner after the date hereof by the Company and the Subsidiaries and after the Closing Date, individually by Parent, will not infringe, misappropriate or in otherwise violate any Intellectual Property Right of any other Person (including patents issuing on patent applications filed as of the aggregatedate hereof), has not and would not reasonably be expected violate any right of any person (including any right to be material and adverse to the RMT Partner Companiesprivacy or publicity), taken as a wholeor constitute unfair competition or trade practices under any Legal Requirement. Without limiting the generality of the foregoing, as relates to the RMT Partner IP and the RMT Partner Products, as of, and in the two : (2i) years prior to, the date of this Agreement, no infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to legal proceeding is pending or has been threatened in writing against the Company or any material RMT Partner IP and no such material Subsidiary, (ii) neither the Company nor any Subsidiary has received any written notice that any infringement, misappropriation or similar claim or Legal Proceeding pertaining to any RMT Partner IP legal proceeding is pending, pending or has been threatened in writing, or, to the Knowledge of RMT Partner, threatened orally against any of the RMT Partner Companies or, to the Knowledge of RMT Partner, as of the date of this Agreement, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by the Company or any of the RMT Partner Companies Subsidiary with respect to such claim or legal proceeding; and (iii) neither the Company nor any Subsidiary has received any written notice (A) relating to any actual, alleged, or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person by the Company or any Subsidiary, (B) inviting the Company or any Subsidiary to license the Intellectual Property Rights of another Person or (C) claiming that the Company Product or the operation of the business constitutes unfair competition or trade practices under any Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse Requirements. Notwithstanding anything to the RMT Partner Companiescontrary, taken as a wholethis Section 2.13(i) shall constitute the sole and exclusive representation and warranty of the Company relating to infringement, misappropriation and violation of patents, and except as set forth in Section 3.10(j) of the RMT Partner Disclosure Letter, as of the date no other provision of this Agreement, no Person has made a written request against a RMT Partner Company Agreement shall be construed to be indemnified, defended, held harmless, or reimbursed with respect to any encompass such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a wholesubject matter.

No Infringement of Third Party IP Rights. To Neither the Knowledge of RMT Partner, the conduct of the business of Company nor any of the RMT Partner Companies as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense Subsidiary is infringing or other commercialization of any of the RMT Partner Products as conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducementmisappropriating, or otherwise), has ever infringed or misappropriated, or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person, except asand the conduct of the business of the Company and its Subsidiaries when conducted in substantially the same manner as currently conducted will not infringe or misappropriate any Intellectual Property Right of any other Person, individually or in including patents issuing on patent applications filed as of the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a wholedate hereof. Without limiting the generality of the foregoing: (i) no product, as relates to information or service ever produced, distributed or sold by or on behalf of the RMT Partner IP and the RMT Partner Products, as of, and in the two Company or any Subsidiary has ever infringed or misappropriated any Intellectual Property Right of any other Person; (2ii) years prior to, the date of this Agreement, no infringement, misappropriation, violation infringement or similar misappropriation claim or Legal Proceeding pertaining to legal proceeding is pending or has been threatened against the Company or any material RMT Partner IP and no such material claim or Legal Proceeding pertaining to any RMT Partner IP is pending, threatened in writing, Subsidiary or, to the Knowledge of RMT Partner, threatened orally against any of the RMT Partner Companies or, to the Knowledge of RMT Partner, as of the date of this AgreementCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by the Company or any of the RMT Partner Companies Subsidiary with respect to such claim or Legal Proceedinglegal proceeding; (iii) neither the Company nor any Subsidiary has received any notice or other communication (in writing or otherwise) relating to any actual, except asalleged or suspected infringement or misappropriation of any Intellectual Property Right of another Person; (iv) neither the Company nor any Subsidiary is bound by any Contract to indemnify, individually defend, hold harmless or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole, and except as set forth in Section 3.10(j) of the RMT Partner Disclosure Letter, as of the date of this Agreement, no reimburse any other Person has made a written request against a RMT Partner Company to be indemnified, defended, held harmless, or reimbursed with respect to any infringement, misappropriation or violation of any Intellectual Property Right (other than pursuant to the Standard Form of IP Contracts); and (v) to the Knowledge of the Company, no claim or legal proceeding alleging that any Licensed IP infringes or misappropriates any Intellectual Property Right of any other Person is pending or has been threatened, except for any such claim or Legal Proceedinglegal proceeding that, except asif adversely determined, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to adversely affect (A) the RMT Partner Companiesuse or exploitation of such Licensed IP by the Company or any Subsidiary or (B) the distribution, taken as a wholehosting, delivery or sale of any Company Product.

No Infringement of Third Party IP Rights. To the Knowledge of RMT PartnerXxxxxxx, the conduct of the business of any Communications Business and of the RMT Partner Communications Companies as conducted in the past two three (23) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense sale or other commercialization of any of the RMT Partner Newco Products as so conducted, does not and has not in the past two three (23) years infringed (directly, contributorily, by inducement, or otherwise), misappropriated, or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole. Without limiting the generality of the foregoing, as relates to the RMT Partner Communications Business, including Newco IP and or the RMT Partner Newco Products, as of, and in the two (2) years prior to, of the date of this Agreement, no infringement, misappropriation, violation or similar claim or Legal Proceeding pertaining to any material RMT Partner IP and no such material claim or Legal Proceeding pertaining to any RMT Partner IP is pending, threatened in writing, pending or, to the Knowledge of RMT PartnerXxxxxxx, threatened orally in writing against any of Xxxxxxx or its Subsidiaries (including the RMT Partner Companies Communications Business and Communications Companies) or, to the Knowledge of RMT Partner, as of the date of this AgreementXxxxxxx, against any other Person who is or may be entitled to be indemnified, defended, held harmless, or reimbursed by any Xxxxxxx or its Subsidiaries (including the Communications Business and Communications Companies) of the RMT Partner Companies foregoing with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole, and except as set forth in Section 3.10(jPart 2.8(i) of the RMT Partner Xxxxxxx Disclosure Letter, as of the date of this Agreement, no Person has made a written request against a RMT Partner Company Xxxxxxx or its Subsidiaries (including the Communications Business and Communications Companies) to be indemnified, defended, held harmless, or reimbursed with respect to any such claim or Legal Proceeding. No Proprietary Newco Product contains, except asis derived from, individually or is distributed with Open Source Code in a manner that has resulted in a requirement or condition that any Proprietary Newco Product or part thereof (1) be disclosed or distributed in source code form, (2) be licensed for the aggregatepurpose of making modifications or derivative works, has not and would not reasonably or (3) be expected to be material and adverse to the RMT Partner Companies, taken as a wholeredistributable at no charge.

No Infringement of Third Party IP Rights. To Neither the Knowledge Company nor any of RMT Partnerits Subsidiaries is infringing, misappropriating or otherwise violating, or has, in the past six years, infringed, misappropriated or otherwise violated in any material respect, any Intellectual Property Right of any other Person, and the conduct of the business of the Company and each of its Subsidiaries, when conducted by the Company and each of its Subsidiaries in substantially the same manner after the date hereof and by Parent or the Surviving LLC after the Closing Date, will not infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person, violate any right of any Person (including any right to privacy or publicity), or constitute unfair competition or trade practices under any Legal Requirement, in each case, in any material respect. Without limiting the generality of the RMT Partner Companies as conducted foregoing: (i) no Company Product has, in the past two (2) six years, including the developmentever infringed, manufacture, use, import, export, offer for sale, sale, license, sublicense misappropriated or other commercialization otherwise violated any Intellectual Property Right of any other Person in any material respect; (ii) no Action for infringement, misappropriation or similar claim or legal proceeding is pending or has been threatened against the Company or any of its Subsidiaries or against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the RMT Partner Products as conductedCompany or any of its Subsidiaries with respect to such claim or legal proceeding and (iii) neither the Company nor any of its Subsidiaries have received, does not and has not in the past two six years, any notice or other communication (2in writing) years infringed (directlyA) relating to any actual, contributorilyalleged or suspected infringement, by inducement, misappropriation or otherwise), misappropriated, or otherwise violated or made unlawful use violation of any Intellectual Property Right of any other Person, except as, individually (B) inviting the Company or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole. Without limiting the generality of the foregoing, as relates to the RMT Partner IP and the RMT Partner Products, as of, and in the two (2) years prior to, the date of this Agreement, no infringement, misappropriation, violation or similar claim or Legal Proceeding pertaining to any material RMT Partner IP and no such material claim or Legal Proceeding pertaining to any RMT Partner IP is pending, threatened in writing, or, to the Knowledge of RMT Partner, threatened orally against any of the RMT Partner Companies or, its Subsidiaries to the Knowledge license any Intellectual Property Right of RMT Partner, as of the date of this Agreement, against any other Person who is or may be entitled to be indemnified, defended, held harmless, (C) claiming that any Company Product or reimbursed by the operation of the business of the Company or any of the RMT Partner Companies with respect to such claim its Subsidiaries constitutes unfair competition or trade practices under any Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole, and except as set forth in Section 3.10(j) of the RMT Partner Disclosure Letter, as of the date of this Agreement, no Person has made a written request against a RMT Partner Company to be indemnified, defended, held harmless, or reimbursed with respect to any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a wholeRequirements.

No Infringement of Third Party IP Rights. To Neither the Knowledge Company nor any Subsidiary is Infringing as of RMT Partner, the conduct of the business of any of the RMT Partner Companies as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the RMT Partner Products as conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducementClosing, or otherwise)has ever Infringed, misappropriated, misappropriated or otherwise violated or made unlawful use of violated, any Intellectual Property Right of any other Person, except as, individually or in . The conduct of the aggregate, businesses of the Company and the Subsidiaries has not Infringed, and would the Launched Products will not reasonably be expected to be material and adverse Infringe prior to the RMT Partner CompaniesExpiration Date, taken as a wholeany Intellectual Property Right of any other Person and, to the Knowledge of the Company, there is no reasonable basis for any such claim. Without limiting the generality of the foregoing: (i) no Company Product has ever Infringed any Intellectual Property Right of any third party; (ii) no Infringement, as relates to the RMT Partner IP and the RMT Partner Products, as of, and in the two (2) years prior to, the date of this Agreement, no infringement, misappropriation, violation or similar claim Action, or Legal Proceeding pertaining to any material RMT Partner IP and no such material claim Action alleging unfair competition or Legal Proceeding pertaining to any RMT Partner IP trade practices, is pending, pending or has been threatened in writing, writing (or, to the Knowledge of RMT Partnerthe Company, threatened orally by any non-written means of communication) against the Company or any of the RMT Partner Companies Subsidiary or, to the Knowledge of RMT Partner, as of the date of this AgreementCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by the Company or any Subsidiary; (iii) neither the Company nor any Subsidiary has received any written notice or other written communication (or, to the Knowledge of the RMT Partner Companies Company, any non-written notice or other non-written communication) relating to any actual, alleged or suspected Infringement by the Company or any Subsidiary of any Intellectual Property Right of any third party, or any actual, alleged or suspected engagement by the Company or any Subsidiary in unfair competition or trade practices under the Laws of any jurisdiction; and (iv) neither the Company nor any Subsidiary is bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole, and except any Infringement of any Intellectual Property Right (other than as set forth in Section 3.10(j3.13(h) of the RMT Partner Disclosure Letter, as of the date of this Agreement, no Person has made a written request against a RMT Partner Company to be indemnified, defended, held harmless, or reimbursed with respect to any such claim or Legal Proceeding, except as, individually Schedule or in any Standard Form IP Contract). Neither the aggregate, Company nor any Subsidiary has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a wholeever obtained an opinion of counsel regarding any possible Infringement of any third party’s Intellectual Property Rights.

No Infringement of Third Party IP Rights. To Neither the Knowledge of RMT PartnerCompany nor any Subsidiary is infringing, the conduct of the business of any of the RMT Partner Companies as conducted in the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense misappropriating or other commercialization of any of the RMT Partner Products as conducted, does not and has not in the past two (2) years infringed (directly, contributorily, by inducementotherwise violating, or otherwise)has ever infringed, misappropriated, misappropriated or otherwise violated or made unlawful use of violated, any Intellectual Property Right of any other Person, except asand the conduct of the business of the Company and the Subsidiaries when conducted in substantially the same manner after the date hereof by the Company and the Subsidiaries by Parent, individually will not infringe, misappropriate or in otherwise violate any Intellectual Property Right of any other Person (including patents issuing on patent applications filed as of the aggregatedate hereof), has not and would not reasonably be expected violate any right of any Person (including any right to be material and adverse to the RMT Partner Companiesprivacy or publicity), taken as a wholeor constitute unfair competition or trade practices under any Legal Requirement. Without limiting the generality of the foregoing, as relates to the RMT Partner IP and the RMT Partner Products, as of, and in the two : (2i) years prior to, the date of this Agreement, no infringement, misappropriation, violation misappropriation or similar claim or Legal Proceeding pertaining to legal proceeding is pending or has been threatened against the Company or any material RMT Partner IP and no such material claim or Legal Proceeding pertaining to any RMT Partner IP is pending, threatened in writing, Subsidiary or, to the Knowledge of RMT Partner, threatened orally against any of the RMT Partner Companies or, to the Knowledge of RMT Partner, as of the date of this AgreementCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by the Company or any of the RMT Partner Companies Subsidiary with respect to such claim or legal proceeding; (ii) neither the Company nor any Subsidiary has received any notice or other communication (in writing or otherwise) (A) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person (B) inviting the Company or any Subsidiary to license the Intellectual Property Right of another Person or (C) claiming that the Company Product or the operation of the business constitutes unfair competition or trade practices under any Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole, and Requirements; (iii) except as set forth in Section 3.10(j2.13(g) of the RMT Partner Disclosure LetterSchedule, as of neither the date of this AgreementCompany nor any Subsidiary is bound by any Contract to indemnify, no defend, hold harmless or reimburse any other Person has made a written request against a RMT Partner Company to be indemnified, defended, held harmless, or reimbursed with respect to any infringement, misappropriation or violation of any Intellectual Property Right (other than pursuant to the Standard Form of IP Contracts); and (iv) to the Knowledge of the Company, no claim or legal proceeding involving any Licensed IP is pending or has been threatened, except for any such claim or Legal Proceedinglegal proceeding that, except asif adversely determined, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to adversely affect (A) the RMT Partner Companiesuse or exploitation of such Licensed IP by the Company or any Subsidiary or (B) the distribution, taken as a wholehosting, provision, delivery or sale of any Company Product.

No Infringement of Third Party IP Rights. To the Knowledge of RMT PartnerCompany: (i) neither of the Acquired Entities nor any of their Subsidiaries is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, (ii) none of the Intellectual Property or the Intellectual Property Rights owned or licensed by Company or the Acquired Entities is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person, and (iii) the conduct of the business of any Acquired Entities and each of the RMT Partner Companies their Subsidiaries, as conducted in by Acquired Entities and each of their Subsidiaries prior the past two (2) years, including the development, manufacture, use, import, export, offer for sale, sale, license, sublicense or other commercialization of any of the RMT Partner Products as conductedClosing Date, does not and has not in the past two infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person, violate any right of any Person (2) years infringed (directly, contributorily, by inducementincluding any right to privacy or publicity), or otherwise)constitute unfair competition or trade practices under any Law. Without limiting the generality of the foregoing: (I) to the Knowledge of Company, misappropriatedno Acquired Entities Product has ever infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person in any material respect; (II) no Action for infringement, misappropriation or made unlawful use similar claim or legal proceeding is pending or has been threatened against Acquired Entities or any of their Subsidiaries or, to the Knowledge of Company, against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by Acquired Entities or any of their Subsidiaries with respect to such claim or legal proceeding and (III) neither Acquired Entities nor any of their Subsidiaries have received any notice or other communication (A) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of any other Person, except as, individually (B) inviting Acquired Entities or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole. Without limiting the generality of the foregoing, as relates to the RMT Partner IP and the RMT Partner Products, as of, and in the two (2) years prior to, the date of this Agreement, no infringement, misappropriation, violation or similar claim or Legal Proceeding pertaining to any material RMT Partner IP and no such material claim or Legal Proceeding pertaining to any RMT Partner IP is pending, threatened in writing, or, to the Knowledge of RMT Partner, threatened orally against any of the RMT Partner Companies or, their Subsidiaries to the Knowledge license any Intellectual Property Right of RMT Partner, as of the date of this Agreement, against any other Person who is or may be entitled to be indemnified, defended, held harmless, (C) claiming that any Acquired Entities Product or reimbursed by the operation of the business of Acquired Entities or any of the RMT Partner Companies with respect to such claim their Subsidiaries constitutes unfair competition or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a whole, and except as set forth in Section 3.10(j) of the RMT Partner Disclosure Letter, as of the date of this Agreement, no Person has made a written request against a RMT Partner Company to be indemnified, defended, held harmless, or reimbursed with respect to trade practices under any such claim or Legal Proceeding, except as, individually or in the aggregate, has not and would not reasonably be expected to be material and adverse to the RMT Partner Companies, taken as a wholeLaws.