Company IP Agreements. Section 3.07(d) of the Company Disclosure Letter contains a complete and accurate list of all Company IP Agreements. The consummation of the transactions contemplated hereunder will not result in the loss or impairment of any rights of the Company or any of its Subsidiaries under any of the Company IP Agreements, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Company IP Agreements. Section 3.07(d) of the Company Disclosure Letter contains a complete and accurate list of all Company IP Agreements other than licenses for shrinkwrap, clickwrap or other similar commercially available off-the-shelf Software that has not been modified or customized by a third party for the Company or any of its Subsidiaries. The consummation of the transactions contemplated hereunder will not result in the loss or impairment of any rights of the Company or any of its Subsidiaries under any of the Company IP Agreements, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Company IP Agreements. Section 4.07(d) of the Company Disclosure Letter contains a complete and accurate list of all material Company IP Agreements other than licenses for shrinkwrap, clickwrap or other similar commercially available off-the-shelf Software that has not been modified or customized by a third party for the Company or any of its Subsidiaries and licenses entered into in the ordinary course of business.
Company IP Agreements. Section 2.8(d)(i) of the Disclosure Schedule contains a complete and accurate list of all Contracts as of the date hereof to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is otherwise bound, under which the Company or any of its Subsidiaries has granted or agreed to grant to any other Person, any license, covenant, release, immunity or other right under any Owned Company Intellectual Property, other than nonexclusive licenses granted in Customer Contracts entered into in the ordinary course of business. Section 2.8(d)(ii) of the Disclosure Schedule contains a complete and accurate list as of the date hereof of all Contracts to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is otherwise bound, under which any other Person has granted or agreed to grant to the Company or any of its Subsidiaries any license, covenant, release, immunity or other right with respect to Intellectual Property or Intellectual Property Rights that is (A) used in providing, incorporated into, integrated or bundled with, linked with, or otherwise used or distributed in or with any Company Products; or (B) used in connection with the development or compilation of any Company Products (but in all cases excluding Open Source license agreements identified on Section 2.8(k) of the Disclosure Schedule) (all such Contracts, collectively, the “Company Intellectual Property Agreements”). Except as set forth in Section 2.8(d)(iii) of the Disclosure Schedule, the Company or its Subsidiary party thereto is in compliance in all material respects with, and has not materially breached any term of, any such Company Intellectual Property Agreements, and, to the Knowledge of the Company, all other parties to such Company Intellectual Property Agreements are in compliance in all material respects with, and have not materially breached any term of, such Company Intellectual Property Agreements. To the Knowledge of the Company, there are no pending disputes regarding such Company Intellectual Property Agreements, including disputes with respect to the scope thereof, performance thereunder, or payments made or received in connection therewith.
Company IP Agreements. 5.1(n) Company Material Adverse Effect...........................................5.1(a) Company Option............................................................4.3(a) Company Recommendation................................................5.1(c)(ii) Company Reports........................................................5.1(e)(i) Company Termination Fee......................................................8.2
Company IP Agreements. Section 4.07(d) of the Company Disclosure Letter contains a complete and accurate list of all material Company IP Agreements. To the Knowledge of the Company, each material Company IP Agreement is binding and in force, and the Company has not been notified in writing that it is in default under any of them. The Company has provided Buyer with true and complete copies of all material Company IP Agreements, including all modifications, amendments and supplements thereto, that are in the Company’s possession or control. To the Knowledge of the Company, the consummation of the transactions contemplated hereunder will not constitute a material breach or default by the Company or any of its Subsidiaries under any of the material Company IP Agreements that would allow any other party to such agreement to terminate the agreement.
Company IP Agreements. Section 3.07(d) of the Company Disclosure Letter contains a complete and accurate list, as of the date hereof, of all Contracts (i) granting to the Company a license, covenant not to xxx or any other interest in, or any right to use or exploit any Licensed Company IP that is material to the Company taken as a whole, other than off-the-shelf shrinkwrap, clickwrap or similar commercially available non-custom Software, or (ii) under which the Company has granted to others a license, covenant not to xxx or any other interest in, or any right to use or exploit any Owned Company IP that is material to the Company and its Subsidiaries taken as a whole (such agreements, the “Company IP Agreements”). The Company has not granted any rights exclusively under any Owned Company IP, other than under Owned Company IP that is not necessary for the conduct of the business of the Company as currently conducted. No Company IP Agreement may be unilaterally terminated by any third party which is a party to such Agreement as a result of the consummation of the transactions provided for herein, or such third party has granted the Company, as applicable, a written waiver of any such right of termination, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Company IP Agreements. Section 4.12(c) of the Disclosure Schedule contains a complete and accurate list of all material Company IP Agreements other than licenses for shrinkwrap, clickwrap or other similar commercially available off-the-shelf Software that has not been modified or customized by a third party for the Company or any of its Subsidiaries. The consummation of the transactions contemplated hereunder will not result in the loss or impairment of any rights of the Company or any of its Subsidiaries under any of the Company IP Agreements, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Company IP Agreements. The consummation of the transactions contemplated hereunder will not result in the loss or impairment of any rights of the Company under any of the Company IP Agreements, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Company IP Agreements. Section 3.07(d) of the Company Disclosure Schedule contains a list, as of the date hereof, of all Contracts (i) granting to the Company or any of its Subsidiaries a license, covenant not to xxx or any other interest in, or any right to use or exploit any Company IP, other than off-the-shelf shrinkwrap, clickwrap or similar commercially available non-custom Software with a replacement cost and/or annual license fee of less than $100,000, or (ii) under which the Company or any of its Subsidiaries has granted to others a license, covenant not to xxx or any other interest in, or any right to use or exploit any Owned Company IP (the Contracts in items (i) and (ii) above, collectively “Company IP Agreements”).
