Common use of Owned Copyrights Clause in Contracts

Owned Copyrights. Except as may be set forth on Section 3.17(d) of the Company Disclosure Schedule and would not have an Material Adverse Effect: (i) the Company is the owner of all right, title and interest in and to each of the copyrights used by the Company in its business as presently conducted other than those as to which the rights being exercised by the Company have been licensed from another Person (collectively, the "Owned Copyrights"), free and clear of any and all liens and encumbrances (subject to written licenses granted in the ordinary course of business), and the Company has not received any written notice or claim challenging the Company's complete and exclusive ownership of all Owned Copyrights; (ii) the Company has not received any written notice or claim challenging or questioning the validity or enforceability of any of the Owned Copyrights or indicating an intention on the part of any Person to bring a claim that any Owned Copyright is invalid, is unenforceable or has been misused and, to the Company's Knowledge, no Owned Copyright otherwise has been challenged or threatened in any way; (iii) to the Company's Knowledge, the Company has not taken any action (or failed to take any action), that would result in the unenforceability of any of the Owned Copyrights; (iv) the Company has taken all reasonable steps to protect the Company's rights in and to the Owned Copyrights; (v) the Company has not granted to any Person any right, license or permission to exercise any rights under any of the Owned Copyrights other than non-exclusive licenses of Software granted in the ordinary course of business of distributors or customers; (vi) to the Company's Knowledge, no other Person has infringed or is infringing in any of the Owned Copyrights; and (vii) none of the subject matter of any Owned Copyrights nor, to the Company's Knowledge, any other work of authorship fixed in a tangible medium that is used, copied, modified, displayed or distributed by the Company, infringes, violates or conflicts with, or is to the Company's Knowledge, alleged to infringe, violate or conflict with, any Intellectual Property Right of any other Person.

Owned Copyrights. Schedule 5.14(d) sets forth an accurate and ---------------- complete list of all registered Copyrights (whether registered with the United States Copyright Office or in the appropriate office in any foreign jurisdiction) owned by ▇▇▇▇▇▇ and its Subsidiaries and used in the Satellite Business, indicating for each the owner thereof, and pending applications for registration of Copyrights filed by ▇▇▇▇▇▇ and its Subsidiaries and used in the Satellite Business (or by a third party that has assigned its rights thereunder to Seller) anywhere in the world (collectively, "Registered Copyrights"). Except as may be set forth on Section 3.17(d) of the Company Disclosure Schedule and would not have an Material Adverse Effect:5.14(d): ---------------- (i) ▇▇▇▇▇▇ and its Subsidiaries are the Company is the owner owners of all right, title and interest in and to each of the copyrights used Registered Copyrights and each of the other Copyrights in any works of authorship prepared by or for ▇▇▇▇▇▇ or its Subsidiaries that are material to the Company operation of the Satellite Business (in the case of such Copyrights in works of authorship prepared for, but not by, ▇▇▇▇▇▇ or its business as presently conducted Subsidiaries, the foregoing being limited to the Knowledge of the Seller) other than those as to which the rights being exercised by ▇▇▇▇▇▇ or its Subsidiaries in the Company Satellite Business have been licensed from another Person (collectively, the "Owned Copyrights"), free and clear of any and all liens and encumbrances Liens (subject to written licenses granted in the ordinary course of businessother than Permitted Exceptions), and the Company has ▇▇▇▇▇▇ and its Subsidiaries have not received any written notice or claim challenging the Company's complete ▇▇▇▇▇▇' and exclusive its Subsidiaries' ownership of all any of the Material Owned CopyrightsCopyrights or asserting that any other Person has any claim of ownership with respect thereto; (ii) the Company none of ▇▇▇▇▇▇ or any of its Subsidiaries has not received any written notice or claim challenging or questioning the validity or enforceability of any of the Material Owned Copyrights or indicating an intention on the part of any Person to bring a claim that any Material Owned Copyright is invalid, is unenforceable or has been misused and, to the Company's Knowledge, no Owned Copyright otherwise has been challenged or threatened in any waymisused; (iii) to the Company's KnowledgeKnowledge of the Seller, the Company has not none of ▇▇▇▇▇▇ or any of its Subsidiaries have taken any action (or failed to take any action)action (including a failure to disclose required information to the United States Copyright Office in connection with any registration of a Registered Copyright therewith) or used or enforced any of the Owned Copyrights, in each case in a manner that would result in the unenforceability of any of the Material Owned Copyrights; (iv) the Company has ▇▇▇▇▇▇ and its Subsidiaries have taken all reasonable steps to protect the Company's rights ▇▇▇▇▇▇' and its Subsidiaries' ownership in and to the Owned Copyrights; (v) the Company none of ▇▇▇▇▇▇ or any of its Subsidiaries has not granted to any Person any right, license or permission to exercise any rights under any of the Material Owned Copyrights other than non-exclusive licenses of Software Software, documentation and data granted in the ordinary course of business of distributors to customers or customers;vendors; and (vi) to the CompanySeller's Knowledge, no other Person has infringed or is infringing in any of the Owned Copyrights; and (vii) none of Copyrights so as to materially affect the subject matter of any Owned Copyrights nor, to the Company's Knowledge, any other work of authorship fixed in a tangible medium that is used, copied, modified, displayed or distributed by the Company, infringes, violates or conflicts with, or is to the Company's Knowledge, alleged to infringe, violate or conflict with, any Intellectual Property Right of any other PersonSatellite Business.

Owned Copyrights. Except as may be set forth on Section 3.17(d) of the Company Disclosure Schedule and would not have an Material Adverse Effect:5.8(b): (i) the each Company is the owner of all right, title and interest in and to each of the copyrights used by the each Company in its business as presently conducted other than those as to which the rights being exercised by the each Company have been licensed from another Person person (collectively, the "Owned Copyrights"), free and clear of any and all liens Liens, covenants, conditions and encumbrances restrictions or other adverse claims or interests of any kind or nature (subject to written licenses granted in the ordinary course of business), and the Company has Stockholders have not received any written notice or claim (whether written, oral or otherwise) challenging the Company's Stockholders' complete and exclusive ownership of all Owned CopyrightsCopyrights or suggesting that any other person has any claim of legal or beneficial ownership with respect thereto; (ii) the Company has Stockholders have not received any written notice or claim (whether written, oral or otherwise) challenging or questioning the validity or enforceability of any of the Owned Copyrights or indicating an intention on the part of any Person person to bring a claim that any Owned Copyright is invalid, is unenforceable or has been misused and, to the Company's KnowledgeStockholders' knowledge, no Owned Copyright otherwise has been challenged or threatened in any way; (iii) to the Company's Knowledge, the Company has not taken any action (or failed to take any action), that would result in the unenforceability of any of the Owned Copyrights; (iv) the each Company has taken all reasonable steps to protect the Company's Companies' rights in and to the Owned Copyrights;, in each case in accordance with standard industry practice. (viv) the Company has Companies have not granted to any Person person any right, license or permission to exercise any rights under any of the Owned Copyrights other than non-exclusive licenses of Software granted in the ordinary course of business of to distributors or customers; (viv) to the Company's Knowledge, no other Person person has infringed or is infringing in any material respect in regards to any of the Owned Copyrights; and (viivi) none of the subject matter of any Owned Copyrights nor, to the Company's Knowledge, nor any other work of authorship fixed in a tangible medium that is used, copied, modified, displayed or distributed in connection with the conduct by the Companyeach Company of its business, including without limitation, any Owned Software, infringes, violates or conflicts with, or is to the Company's Knowledge, alleged to infringe, violate or conflict with, any copyright or any other Intellectual Property Right or other industrial property right of any other Personperson.

Owned Copyrights. Except as may be set forth on Section 3.17(d) of the Company Disclosure Schedule and would not have an Material Adverse Effect:5.8(b): (i) the Company is the owner of all right, title and interest in and to each of the copyrights used by the Company in its business as presently conducted other than those as to which the rights being exercised by the Company have been licensed from another Person person (collectively, the "Owned Copyrights"), free and clear of any and all liens Liens, covenants, conditions and encumbrances restrictions or other adverse claims or interests of any kind or nature (subject to written licenses granted in the ordinary course of business), and the Company has Stockholders have not received any written notice or claim (whether written, oral or otherwise) challenging the Company's Stockholders' complete and exclusive ownership of all Owned CopyrightsCopyrights or suggesting that any other person has any claim of legal or beneficial ownership with respect thereto; (ii) the Company has Stockholders have not received any written notice or claim (whether written, oral or otherwise) challenging or questioning the validity or enforceability of any of the Owned Copyrights or indicating an intention on the part of any Person person to bring a claim that any Owned Copyright is invalid, is unenforceable or has been misused and, to the Company's KnowledgeStockholders' knowledge, no Owned Copyright otherwise has been challenged or threatened in any way; (iii) to the Company's Knowledge, the Company has not taken any action (or failed to take any action), that would result in the unenforceability of any of the Owned Copyrights; (iv) the Company has taken all reasonable steps to protect the Company's Companies' rights in and to the Owned Copyrights;, in each case in accordance with standard industry practice. (viv) the Company has Companies have not granted to any Person person any right, license or permission to exercise any rights under any of the Owned Copyrights other than non-exclusive licenses of Software granted in the ordinary course of business of to distributors or customers; (viv) to the Company's Knowledge, no other Person person has infringed or is infringing in any material respect in regards to any of the Owned Copyrights; and (viivi) none of the subject matter of any Owned Copyrights nor, to the Company's Knowledge, nor any other work of authorship fixed in a tangible medium that is used, copied, modified, displayed or distributed in connection with the conduct by the CompanyCompany of its business, including without limitation, any Owned Software, infringes, violates or conflicts with, or is to the Company's Knowledge, alleged to infringe, violate or conflict with, any copyright or any other Intellectual Property Right or other industrial property right of any other Personperson.