Common use of Registered Intellectual Property Clause in Contracts

Registered Intellectual Property. Section 2.14(c) of the Disclosure Schedule lists (i) all Company Intellectual Property that is Registered Intellectual Property (“Company Registered Intellectual Property”), and all material unregistered Trademarks currently used by the Company or any of its Subsidiaries with respect to any Company Products, (ii) any actions that must be taken by the Company or any of its Subsidiaries within ninety (90) days of the Closing Date with respect to any of the Company Registered Intellectual Property, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates, and (iii) any proceedings or actions before any court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) to which the Company or any of its Subsidiaries is or was a party and in which claims are or were raised relating to the validity, enforceability, scope, ownership or infringement of any of the Company Registered Intellectual Property. With respect to each item of Company Registered Intellectual Property: (A) all necessary registration, maintenance and renewal fees have been paid, and all necessary documents and certificates have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be; (B) the Company has filed and maintained each such item in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use); (C) each such item is sustaining, and except with respect to applications, to the Knowledge of the Company, valid and enforceable, and (D) the Company has not received notice that any such item is subject to any late unpaid maintenance fees or Taxes. To the Knowledge of the Company, there are no facts, information, or circumstances, including any information or facts that would constitute prior art, that would render any of the Company Registered Intellectual Property invalid or unenforceable, or would affect any pending application for any Company Registered Intellectual Property. Neither the Company nor any of its Subsidiaries have misrepresented, or failed to disclose, any facts or circumstances in any application for any Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the enforceability of any Company Registered Intellectual Property.

Registered Intellectual Property. Section 2.14(cSchedule 4.18(b) of the Disclosure Schedule Schedules lists (i) all Company Intellectual Property that is Registered Intellectual Property (“Company Registered Intellectual Property”), and all material unregistered Trademarks currently used by the Company or any of its Subsidiaries with respect to any Company Products, (ii) all other material Company Intellectual Property, including invention disclosures; (iii) any actions that must be taken by the Company or any of its Subsidiaries within ninety (90) days of the Closing Date with respect to any of the Company Registered Intellectual Propertyforegoing, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates, and (iiiiv) any proceedings or actions before any court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) to which the Company or any of its Subsidiaries is or was a party and in which claims are or were raised relating to the validity, enforceability, scope, ownership or infringement Infringement of any of the Company Registered Intellectual Property. With respect to each item of Company Registered Intellectual Property: (A) all necessary registration, maintenance and renewal fees have been paid, and all necessary documents and certificates have been filed with the relevant patent, copyright, trademark or other authorities in France, the United States or foreign other jurisdictions, as the case may be, for the purposes of maintaining such Intellectual Property Rights; (B) the Company has filed and maintained each such item is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use); (C) each such item is sustaining, and except with respect to applicationsis, to the Knowledge of the CompanyKey Employees, subsisting, valid and enforceable, and (D) the Company has not received notice that any each such item is not subject to any late unpaid maintenance fees or Taxestaxes. There are no actions that must be taken by the Company within ninety (90) days of the Closing Date, including, with respect to each item of Company Registered Intellectual Property, the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting, preserving or renewing any Intellectual Property Rights. To the Knowledge of the CompanyKey Employees, there are no facts, information, or circumstances, including any information or facts that would constitute prior art, that would render any of the Company Registered Intellectual Property invalid or unenforceable, or would affect any pending application for any Company Registered Intellectual Property. Neither the The Company nor any of its Subsidiaries have has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the enforceability of any Company Registered Intellectual Property.

Registered Intellectual Property. Section 2.14(c3.14(b) of the Disclosure Schedule lists (i) lists all Company Registered Intellectual Property that is Registered Intellectual Property owned by, purported to be owned by, exclusively licensed to, or held in the name of the Company or any of its Subsidiaries (“Company Registered Intellectual Property”)) including any application, and all material unregistered Trademarks currently used by the Company registration or any of its Subsidiaries with respect to any Company Productsserial numbers, (ii) lists any actions that must be taken by the Company or any of its Subsidiaries within ninety one hundred eighty (90180) days of the Closing Date date of this Agreement with respect to the registration, maintenance or renewal of any of the Company Registered Intellectual Propertyforegoing, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates, and (iii) lists any proceedings or actions before any court or tribunal (including the TTAB and PTAB of the United States Patent and Trademark Office (the “PTO”) or equivalent authority anywhere in the world) related to which the Company or any of its Subsidiaries is or was a party and in which claims are or were raised relating to the validity, enforceability, scope, ownership or infringement of any of the Company Registered Intellectual Property or Company Intellectual Property. With respect to each item of Company Registered Intellectual Property: (A) all necessary All registration, maintenance and renewal renewal-related actions (including the payment of fees or the filing of any documents or certificates) currently due (or which will be due on or before the Closing Date) in connection with such Company Registered Intellectual Property have been or will be timely paid, and all necessary documents and certificates currently required to be filed (or which will be required to be filed on or before the Closing Date) in connection with such Company Registered Intellectual Property have been or will be timely filed with the PTO or other relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be; (B) , for the Company has filed and maintained each purposes of maintaining such item in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use); (C) each such item is sustaining, and except with respect to applications, to the Knowledge of the Company, valid and enforceable, and (D) the Company has not received notice that any such item is subject to any late unpaid maintenance fees or Taxes. To the Knowledge of the Company, there are no facts, information, or circumstances, including any information or facts that would constitute prior art, that would render any of the Company Registered Intellectual Property invalid or unenforceable, or would affect any pending application for any Company Registered Intellectual Property. Neither the Company nor any and of its Subsidiaries have misrepresented, or failed to disclose, has claimed any facts or circumstances status in any the application for or registration of any Company Registered Intellectual Property Rights, including “small business status,” that would constitute fraud or a misrepresentation with respect not be applicable to such application or that would otherwise affect the enforceability of any Company Registered Intellectual PropertyParent.

Registered Intellectual Property. Section 2.14(c2.13(b) of the Disclosure Schedule lists Letter (i) sets forth a complete list of all Company of the following Company-Owned Intellectual Property, whether U.S. or foreign: (A) patents, patent applications (including provisional applications); (B) registered trademarks, applications to register trademarks, intent-to-use applications, or other registrations related to trademarks; (C) registered copyrights and applications for copyright registration; (D) Internet Domain name registrations; and (E) any other Company-Owned Intellectual Property that is Registered Intellectual Property the subject of an application, certificate or registration issued by or recorded by any state, government or other public legal authority (“Company Registered Intellectual Property”)all of the foregoing, the "REGISTERED INTELLECTUAL PROPERTY") and all material unregistered Trademarks currently used by the Company or any of its Subsidiaries with respect to any Company Products, (ii) any actions that must be taken by specifies, where applicable, the Company jurisdictions in which each such Intellectual Property rights have been issued or any of its Subsidiaries within ninety (90) days of registered or in which an application for such issuance and registration has been filed including the Closing Date with respect to any of the Company Registered Intellectual Propertyrespective registration or application for such issuance and registration has been filed, including the payment respective registration or application numbers and the names of any registration, maintenance or renewal fees or all registered owners. Section 2.13(b) of the filing of any documents, applications or certificates, and (iii) Disclosure Letter lists any proceedings or actions before any court or court, tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) related to which the Company or any of its Subsidiaries is or was a party and in which claims are or were raised relating to the validity, enforceability, scope, ownership or infringement of any of the Company Registered Intellectual Property. With respect to each Skillscape has complied with all applicable disclosure requirements and has not committed any fraudulent act in the application for and maintenance of any Registered Intellectual Property of Skillscape. Each item of Company Registered Intellectual Property: (A) Property is valid and subsisting, all necessary registration, maintenance and renewal fees in connection with such Registered Intellectual Property have been paid, made and all necessary documents and certificates in connection with such Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be; (B) , for the Company has filed and maintained each purposes of maintaining such item in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use); (C) each such item is sustaining, and except with respect to applications, to the Knowledge of the Company, valid and enforceable, and (D) the Company has not received notice that any such item is subject to any late unpaid maintenance fees or Taxes. To the Knowledge of the Company, there are no facts, information, or circumstances, including any information or facts that would constitute prior art, that would render any of the Company Registered Intellectual Property invalid or unenforceable, or would affect any pending application for any Company Registered Intellectual Property. Neither Section 2.13(b) of the Company nor any Disclosure Letter lists all actions and payments that must be made in the six month period following the Exchange Date in connection with the preservation or maintenance of its Subsidiaries have misrepresented, or failed to disclose, any facts or circumstances in any application for any Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the enforceability of any Company Registered Intellectual Property. To the knowledge of Skillscape and its Management Shareholders, Skillscape is not barred from seeking patents on material potentially patentable inventions of Skillscape by "on-sale" or similar bars to patentability or by failure to apply for a patent on such inventions within the time required.