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

No Infringement of Third Party IP Rights. With respect to the BU Intellectual Property: (i) Seller has never infringed (directly, contributorily, by inducement, or otherwise), misappropriated, or otherwise violated or made unlawful use of any Intellectual Property of any other Person; (ii) no Product, and no method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Person and (iii) to the Knowledge of Seller, there is no legitimate basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in unfair competition or that any Product, or any method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (i) no infringement, misappropriation, or similar claim or proceeding is pending or, to the Knowledge of Seller, threatened against Seller or, to the Knowledge of Seller, against any other Person who is or may be entitled to be indemnified, defended, held harmless, or reimbursed by Seller with respect to such claim or proceeding; (ii) Seller has never received any written notice relating to any actual, alleged, or suspected infringement, misappropriation, or violation by Seller, any of its employees or agents, or any Product of any Intellectual Property of another Person; and (iii) Seller is not bound by any Contract to indemnify, defend, hold harmless, or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential Intellectual Property infringement, misappropriation, or similar claim (other than indemnification provisions in Seller’s standard forms of customer or channel agreements relating to the BU Intellectual Property owned by Seller).

No Infringement of Third Party IP Rights. With respect to the BU Intellectual Property: (i) Seller The Company is not infringing, misappropriating or otherwise violating, and has never infringed (directlyinfringed, contributorily, by inducement, or otherwise), misappropriated, misappropriated or otherwise violated or made unlawful use of violated, any Intellectual Property Right of any other Person; (ii) no Product, and no method 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, by the Company, will not infringe, misappropriate or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains otherwise violate any Intellectual Property misappropriated from, Right (or any right to privacy or publicity) of any other Person and (iii) to the Knowledge of SellerPerson, there is no legitimate basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in constitute unfair competition or trade practices under any Legal Requirement, provided that any Productthe foregoing representations and warranties are made solely as to the Company’s Knowledge with respect to third-party Patents; provided, further, that the foregoing representations and warranties do not extend to infringement or any method misappropriation occurring after the Closing Date that would not have occurred but for a change made by or process used in at the manufacturing direction of any ProductParent to the Company Products or the conduct of the business of the Company, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Personafter the Closing Date. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (i) no infringement, misappropriation, misappropriation or similar claim or legal proceeding is pending or has been threatened against the Company or, to the Knowledge of Seller, threatened against Seller or, to the Knowledge of SellerCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller the Company with respect to such claim or legal proceeding; (ii) Seller the Company has never not received any written notice or other communication (in writing or otherwise) (A) relating to any actual, alleged, alleged or suspected infringement, misappropriation, misappropriation or violation by Seller, any of its employees or agents, or any Product 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 Company Product or the operation of the business of the Company constitutes unfair competition or trade practices under any Legal Requirements; and (iii) Seller the Company is not bound by any Contract to indemnify, defend, hold harmless, harmless or reimburse any other Person with respect toto any infringement, misappropriation or otherwise assumed or agreed to discharge or otherwise take responsibility for, violation of any existing or potential Intellectual Property Right (other than pursuant to (I) the Standard Form of IP Contracts or (II) any industry-standard indemnification provision, not pertaining to the Company Products or any Intellectual Property Rights therein, in 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 similar claim (other than indemnification provisions in Seller’s standard forms violation by the Company of customer or channel agreements relating to the BU Intellectual Property owned by Seller)Rights of any other Person.

No Infringement of Third Party IP Rights. With respect to the BU Intellectual Property: (i) Seller The Company is not infringing, misappropriating or otherwise violating, and it has never infringed (directlyinfringed, contributorily, by inducement, or otherwise), misappropriated, misappropriated or otherwise violated or made unlawful use of violated, any Intellectual Property Right of any other Person; (ii) no Product, and no method Person or process used in the manufacturing violated any right of any Product, infringes, violatesPerson (including any right to privacy or publicity), or makes unlawful use conducted the business of the Company in a manner that constitutes or constituted unfair competition or trade practices under any Intellectual PropertyLegal Requirement. The conduct of the business of the Company when conducted in substantially the same manner after the date hereof by Parent, either of the Surviving Entities or contains their respective Subsidiaries, will not infringe, misappropriate or otherwise violate any Intellectual Property misappropriated from, Right of any other Person and (iii) including patents issuing on patent applications filed as of the date hereof), violate any right of any Person (including any right to the Knowledge of Sellerprivacy or publicity), there is no legitimate basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in constitute unfair competition or that trade practices under any Product, or any method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other PersonLegal Requirement. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (i) no infringement, misappropriation, misappropriation or similar claim or legal proceeding is pending or has been threatened in writing (or, to the Knowledge of Sellerthe Company, threatened orally) against Seller the Company or, to the Knowledge of Sellerthe Company, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller the Company with respect to such claim or legal proceeding; (ii) Seller the Company has never not received any written notice (or, to the Knowledge of the Company, oral) (A) relating to any actual, alleged, alleged or suspected infringement, misappropriation, misappropriation or violation by Seller, any of its employees or agents, or any Product of any Intellectual Property Right of another PersonPerson (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 business constitutes unfair competition or trade practices under any Legal Requirements; and (iii) Seller the Company is not bound by any Contract to indemnify, defend, hold harmless, harmless or reimburse any other Person with respect toto any infringement, misappropriation or otherwise assumed or agreed to discharge or otherwise take responsibility for, violation of any existing or potential Intellectual Property infringement, misappropriation, or similar claim Right (other than indemnification provisions pursuant to Contracts in Seller’s standard forms the form of customer or channel agreements relating the Standard Form IP Contract); and (iv) to the BU Intellectual Property owned 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 proceeding that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP by Seller)the Company or (B) the distribution, hosting, provision, delivery or sale of any Company Product.

No Infringement of Third Party IP Rights. With respect to Neither the BU Intellectual Property: (i) Seller has never infringed (directlyCompany nor any Subsidiary is infringing, contributorily, by inducementmisappropriating or otherwise 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; (ii) no Product, and no method 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, by Parent, will not infringe, misappropriate or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains otherwise violate any Intellectual Property misappropriated from, Right of any other Person and (iii) including patents issuing on patent applications filed as of the date hereof), violate any right of any Person (including any right to the Knowledge of Sellerprivacy or publicity), there is no legitimate basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in constitute unfair competition or that trade practices under any Product, or any method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other PersonLegal Requirement. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (i) no infringement, misappropriation, misappropriation or similar claim or legal proceeding is pending or has been threatened against the Company or any Subsidiary or, to the Knowledge of Seller, threatened against Seller or, to the Knowledge of SellerCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller the Company or any Subsidiary with respect to such claim or legal proceeding; (ii) Seller neither the Company nor any Subsidiary has never received any written notice or other communication (in writing or otherwise) (A) relating to any actual, alleged, alleged or suspected infringement, misappropriation, misappropriation or violation by Seller, any of its employees or agents, or any Product of any Intellectual Property Right of another PersonPerson (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 Requirements; and (iii) Seller neither the Company nor any Subsidiary is not bound by any Contract to indemnify, defend, hold harmless, harmless or reimburse any other Person with respect toto any infringement, misappropriation or otherwise assumed or agreed to discharge or otherwise take responsibility for, violation of any existing or potential Intellectual Property infringement, misappropriation, or similar claim Right (other than indemnification provisions in Seller’s standard forms of customer or channel agreements relating pursuant to the BU Intellectual Property owned Standard Form of IP Contracts); and (iv) to the Knowledge of the Company, no claim or legal proceeding involving any Licensed IP identified in Section 2.13(a)(iii)(A) of the Disclosure Schedule is pending or has been threatened, except for any such claim or legal proceeding that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP identified in Section 2.13(a)(iii)(A) of the Disclosure Schedule by Seller)the Company or any Subsidiary or (B) the distribution, hosting, provision, delivery or sale of any Company Product.

No Infringement of Third Party IP Rights. With respect to To the BU Intellectual PropertyKnowledge of Parent: (i) Seller has never infringed (directlyneither Parent nor any of its Subsidiaries is infringing, contributorily, by inducementmisappropriating or otherwise violating, or otherwise)has infringed, misappropriated, misappropriated or otherwise violated or made unlawful use of violated, any Intellectual Property Right of any other Person; , (ii) no Productnone of the Intellectual Property or the Intellectual Property Rights owned or licensed by Parent or any of its Subsidiaries is infringing, and no method misappropriating or process used in the manufacturing of any Product, infringes, violatesotherwise violating, or makes unlawful use of any Intellectual Propertyhas infringed, misappropriated or contains otherwise violated, any Intellectual Property misappropriated from, Right of any other Person Person, and (iii) to the Knowledge conduct of Sellerthe business of Parent and each of its Subsidiaries, there is no legitimate basis for a claim that Seller as conducted by Parent and each of its Subsidiaries prior the Closing Date, does not infringe, misappropriate or any Product has infringed or misappropriated otherwise violate any Intellectual Property Right of another any other Person, violate any right of any Person (including any right to privacy or engaged in publicity), or constitute unfair competition or that trade practices under any Product, or any method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other PersonLaw. Without limiting the generality of the foregoing, with respect : (I) to the BU Knowledge of Parent, no Parent Product has ever infringed, misappropriated or otherwise violated any Intellectual Property: Property Right of any other Person in any material respect; (iII) no Action for infringement, misappropriation, misappropriation or similar claim or legal proceeding is pending or has been threatened against Parent or any of its Subsidiaries or, to the Knowledge of Seller, threatened against Seller or, to the Knowledge of SellerParent, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller Parent or any of its Subsidiaries with respect to such claim or proceeding; legal proceeding and (iiIII) Seller has never neither Parent nor any of its Subsidiaries have received any written notice or other communication (A) relating to any actual, alleged, alleged or suspected infringement, misappropriation, misappropriation or violation by Seller, any of its employees or agents, or any Product of any Intellectual Property Right of another any other Person; and , (iiiB) Seller is not bound by inviting Parent or any Contract of its Subsidiaries to indemnify, defend, hold harmless, or reimburse license any Intellectual Property Right of any other Person with respect to, or otherwise assumed (C) claiming that any Parent Product or agreed to discharge the operation of the business of Parent or otherwise take responsibility for, any existing of its Subsidiaries constitutes unfair competition or potential Intellectual Property infringement, misappropriation, or similar claim (other than indemnification provisions in Seller’s standard forms of customer or channel agreements relating to the BU Intellectual Property owned by Seller)trade practices under any Laws.

No Infringement of Third Party IP Rights. With respect to Neither the BU Intellectual Property: (i) Seller has never infringed (directlyCompany nor any of its Subsidiaries is infringing, contributorily, by inducementmisappropriating or otherwise violating, or otherwise)has infringed, misappropriated, misappropriated or otherwise violated or made unlawful use of violated, any Intellectual Property Right of any other Person; (ii) no Product, and no method the conduct of the business of the Company and each of its Subsidiaries, as conducted by the Company and each of its Subsidiaries prior the Closing Date, does not infringe, misappropriate or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains otherwise violate any Intellectual Property misappropriated from, Right of any other Person, violate any right of any Person and (iii) including any right to the Knowledge of Sellerprivacy or publicity), there is no legitimate basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in constitute unfair competition or that trade practices under any Product, or any method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other PersonLegal Requirement. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (i) to the Knowledge of the Company, no Company 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, misappropriation or similar claim or legal proceeding is pending or has been threatened against the Company or any of its Subsidiaries or, to the Knowledge of Seller, threatened against Seller or, to the Knowledge of SellerCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller the Company or any of its Subsidiaries with respect to such claim or proceeding; legal proceeding and (iiiii) Seller has never neither the Company nor any of its Subsidiaries have received any written notice or other communication (A) relating to any actual, alleged, alleged or suspected infringement, misappropriation, misappropriation or violation by Seller, any of its employees or agents, or any Product of any Intellectual Property Right of another any other Person; and , (iiiB) Seller is not bound by inviting the Company or any Contract of its Subsidiaries to indemnify, defend, hold harmless, or reimburse license any Intellectual Property Right of any other Person with respect to, or otherwise assumed (C) claiming that any Company Product or agreed to discharge the operation of the business of the Company or otherwise take responsibility for, any existing of its Subsidiaries constitutes unfair competition or potential Intellectual Property infringement, misappropriation, or similar claim (other than indemnification provisions in Seller’s standard forms of customer or channel agreements relating to the BU Intellectual Property owned by Seller)trade practices under any Legal Requirements.

No Infringement of Third Party IP Rights. With respect to Neither the BU Company nor any Subsidiary is infringing or misappropriating, or has ever infringed or misappropriated, any Intellectual PropertyProperty Right of any other Person, and 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, including patents issuing on patent applications filed as of the date hereof. Without limiting the generality of the foregoing: (i) Seller no product, information or service ever produced, distributed or sold by or on behalf of the Company or any Subsidiary has never ever infringed (directly, contributorily, by inducement, or otherwise), misappropriated, or otherwise violated or made unlawful use of misappropriated any Intellectual Property Right of any other Person; (ii) no Product, and no method infringement or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Person and (iii) to the Knowledge of Seller, there is no legitimate basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in unfair competition or that any Product, or any method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (i) no infringement, misappropriation, or similar misappropriation claim or legal proceeding is pending or has been threatened against the Company or any Subsidiary or, to the Knowledge of Seller, threatened against Seller or, to the Knowledge of SellerCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller the Company or any Subsidiary with respect to such claim or legal proceeding; (iiiii) Seller neither the Company nor any Subsidiary has never received any written notice or other communication (in writing or otherwise) relating to any actual, alleged, alleged or suspected infringement, misappropriation, infringement or violation by Seller, any of its employees or agents, or any Product misappropriation of any Intellectual Property Right of another Person; and (iiiiv) Seller neither the Company nor any Subsidiary is not bound by any Contract to indemnify, defend, hold harmless, harmless or reimburse any other Person with respect toto any infringement, misappropriation or otherwise assumed or agreed to discharge or otherwise take responsibility for, violation of any existing or potential Intellectual Property infringement, misappropriation, or similar claim Right (other than indemnification provisions in Seller’s standard forms of customer or channel agreements relating pursuant to the BU 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 owned Right of any other Person is pending or has been threatened, except for any such claim or legal proceeding that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP by Seller)the Company or any Subsidiary or (B) the distribution, hosting, delivery or sale of any Company Product.

No Infringement of Third Party IP Rights. With respect to (1) Neither the BU Intellectual Property: (i) Seller has never infringed (directlyCompany nor any Subsidiary is infringing, contributorily, by inducementmisappropriating or otherwise 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; (ii) no Product, and no method (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, by Parent, will not infringe, misappropriate or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains otherwise violate any Intellectual Property misappropriated from, Right of any other Person and (iii) including patents issuing on patent applications filed as of the date hereof), violate any right of any person (including any right to the Knowledge of Sellerprivacy or publicity), there is no legitimate basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in constitute unfair competition or that trade practices under any Product, or any method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other PersonLegal Requirement. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (i) no infringement, misappropriation, misappropriation or similar claim or legal proceeding is pending oror has been threatened in writing against the Company or any Subsidiary, to (ii) neither the Knowledge of SellerCompany nor any Subsidiary has received any written notice that any infringement, misappropriation or similar claim or legal proceeding is pending or has been threatened against Seller or, to the Knowledge of Seller, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller the Company or any Subsidiary with respect to such claim or legal proceeding; and (iiiii) Seller neither the Company nor any Subsidiary has never received any written notice (A) relating to any actual, alleged, or suspected infringement, misappropriation, misappropriation or violation by Seller, any of its employees or agents, or any Product of any Intellectual Property Right of another Person; and Person by the Company or any Subsidiary, (iiiB) Seller is not bound by inviting the Company or any Contract Subsidiary to indemnify, defend, hold harmless, or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential 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 Requirements. Notwithstanding anything to the contrary, this Section 2.13(i) shall constitute the sole and exclusive representation and warranty of the Company relating to infringement, misappropriationmisappropriation and violation of patents, or similar claim (and no other than indemnification provisions in Seller’s standard forms provision of customer or channel agreements relating this Agreement shall be construed to the BU Intellectual Property owned by Seller)encompass such subject matter.

No Infringement of Third Party IP Rights. With respect to Neither the BU Intellectual Property: (i) Seller has never infringed (directly, contributorily, by inducementCompany nor any Subsidiary is Infringing as of Closing, or otherwise)has ever Infringed, misappropriated, misappropriated or otherwise violated or made unlawful use of violated, any Intellectual Property Right of any other Person; (ii) no Product. The conduct of the businesses of the Company and the Subsidiaries has not Infringed, and no method or process used in the manufacturing of any ProductLaunched Products will not Infringe prior to the Expiration Date, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, Right of any other Person and (iii) and, to the Knowledge of Sellerthe Company, there is no legitimate reasonable basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in unfair competition or that any Product, or any method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Personsuch claim. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (i) no infringement, misappropriationCompany Product has ever Infringed any Intellectual Property Right of any third party; (ii) no Infringement, or similar claim Action, or proceeding any Action alleging unfair competition or trade practices, is pending or has been threatened in writing (or, to the Knowledge of Sellerthe Company, threatened by any non-written means of communication) against Seller the Company or any Subsidiary or, to the Knowledge of Sellerthe Company, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller with respect to such claim the Company or proceedingany Subsidiary; (iiiii) Seller neither the Company nor any Subsidiary has never received any written notice or other written communication (or, to the Knowledge of the Company, any non-written notice or other non-written communication) relating to any actual, alleged, alleged or suspected infringement, misappropriation, or violation Infringement by Seller, any of its employees or agents, the Company or any Product Subsidiary of any Intellectual Property Right of another Personany 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 (iiiiv) Seller neither the Company nor any Subsidiary is not bound by any Contract to indemnify, defend, hold harmless, harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential Infringement of any Intellectual Property infringement, misappropriation, or similar claim Right (other than indemnification provisions as set forth in SellerSection 3.13(h) of the Disclosure Schedule or in any Standard Form IP Contract). Neither the Company nor any Subsidiary has ever obtained an opinion of counsel regarding any possible Infringement of any third party’s standard forms of customer or channel agreements relating to the BU Intellectual Property owned by Seller)Rights.

No Infringement of Third Party IP Rights. With respect to Neither the BU Intellectual Property: (i) Seller has never infringed (directlyCompany nor any of its Subsidiaries is infringing, contributorily, by inducementmisappropriating or otherwise violating, or otherwise)has, misappropriatedin the past six years, infringed, misappropriated or otherwise violated or made unlawful use of in any material respect, any Intellectual Property Right of any other Person; (ii) no Product, and no method 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 process used in the manufacturing of any ProductSurviving LLC after the Closing Date, infringeswill not infringe, violates, misappropriate or makes unlawful use of any Intellectual Property, or contains otherwise violate any Intellectual Property misappropriated from, Right of any other Person, violate any right of any Person and (iii) including any right to the Knowledge of Sellerprivacy or publicity), there is no legitimate basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in constitute unfair competition or that trade practices under any ProductLegal Requirement, or in each case, in any method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Personmaterial respect. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (i) no Company Product has, in the past six years, ever infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person in any material respect; (ii) no Action for infringement, misappropriation, misappropriation or similar claim or legal proceeding is pending or, to the Knowledge of Seller, or has been threatened against Seller or, to the Knowledge Company or any of Seller, its Subsidiaries or against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller the Company or any of its Subsidiaries with respect to such claim or proceeding; legal proceeding and (iiiii) Seller has never received neither the Company nor any written of its Subsidiaries have received, in the past six years, any notice or other communication (in writing) (A) relating to any actual, alleged, alleged or suspected infringement, misappropriation, misappropriation or violation by Seller, any of its employees or agents, or any Product of any Intellectual Property Right of another any other Person; and , (iiiB) Seller is not bound by inviting the Company or any Contract of its Subsidiaries to indemnify, defend, hold harmless, or reimburse license any Intellectual Property Right of any other Person with respect to, or otherwise assumed (C) claiming that any Company Product or agreed to discharge the operation of the business of the Company or otherwise take responsibility for, any existing of its Subsidiaries constitutes unfair competition or potential Intellectual Property infringement, misappropriation, or similar claim (other than indemnification provisions in Seller’s standard forms of customer or channel agreements relating to the BU Intellectual Property owned by Seller)trade practices under any Legal Requirements.

No Infringement of Third Party IP Rights. With respect to Neither the BU Intellectual Property: (i) Seller has never infringed (directlyCompany nor any Subsidiary is infringing, contributorily, by inducementmisappropriating or otherwise 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; (ii) no Product, and no method the conduct of the business of the Company and the Subsidiaries when conducted in substantially the same manner after the date hereof by Parent, either of the Surviving Entities or process used in the manufacturing of any Producttheir respective subsidiaries, infringeswill not infringe, violates, misappropriate or makes unlawful use of any Intellectual Property, or contains otherwise violate any Intellectual Property misappropriated from, Right of any other Person and (iii) including patents issuing on patent applications filed as of the date hereof), violate any right of any Person (including any right to the Knowledge of Sellerprivacy or publicity), there is no legitimate basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in constitute unfair competition or that trade practices under any Product, or any method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other PersonLegal Requirement. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (i) no infringement, misappropriation, misappropriation or similar claim or legal proceeding is pending or has been threatened in writing (or, to the Knowledge of Sellerthe Company, threatened orally) against Seller the Company or any Subsidiary or, to the Knowledge of Sellerthe Company, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller the Company or any Subsidiary with respect to such claim or legal proceeding; (ii) Seller neither the Company nor any Subsidiary has never received any written notice (or, to the Knowledge of the Company, oral) (A) relating to any actual, alleged, alleged or suspected infringement, misappropriation, misappropriation or violation by Seller, any of its employees or agents, or any Product of any Intellectual Property Right of another PersonPerson (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 Requirements; and (iii) Seller neither the Company nor any Subsidiary is not bound by any Contract to indemnify, defend, hold harmless, harmless or reimburse any other Person with respect toto any infringement, misappropriation or otherwise assumed or agreed to discharge or otherwise take responsibility for, violation of any existing or potential Intellectual Property infringement, misappropriation, or similar claim Right (other than indemnification provisions pursuant to Contracts in Seller’s standard forms the form of customer or channel agreements relating the Standard Form IP Contract); and (iv) to the BU Intellectual Property owned 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 proceeding that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP by Seller)the Company or any Subsidiary or (B) the distribution, hosting, provision, delivery or sale of any Company Product.

No Infringement of Third Party IP Rights. With respect Neither the conduct of the business of the Company and its Subsidiaries as previously or currently conducted or as currently proposed by the Company and its Subsidiaries to be conducted during the BU Intellectual Property: six (6) month period immediately following the Closing Date, including the design, development, use, promotion, marketing, provision, delivery, sale, support, making available, and licensing out of any Company Product, (i) Seller has never infringed (directlyinfringes, contributorily, by inducement, or otherwise), misappropriated, misappropriates or otherwise violated or made unlawful use of violates any Intellectual Property Right of any other Person; , or (ii) no Product, and no method constitutes unfair competition or process used in trade practices under the manufacturing Laws of any Productjurisdiction. The business of the Company and each of its Subsidiaries, infringeswhen conducted by the Company and each of its Subsidiaries in substantially the same manner immediately after the Closing Date will not infringe, violates, misappropriate or makes unlawful use of any Intellectual Property, or contains otherwise violate any Intellectual Property misappropriated from, Right of any other Person and (iii) to the Knowledge of Seller, there is no legitimate basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in constitute unfair competition or that any Product, or any method or process used in trade practices under the manufacturing Laws of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Personjurisdiction. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (ix) no infringement, misappropriationmisappropriation or similar Action, or similar claim any Action alleging unfair competition or proceeding trade practices, is pending or has been threatened against the Company or any Subsidiary or, to the Knowledge of Seller, threatened against Seller or, to the Knowledge of SellerCompany, against any other Person who is or may -27- be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller the Company or any Subsidiary with respect to such claim or proceedingAction; and (iiy) Seller neither the Company nor any Subsidiary has never received any notice or other written notice relating to communication from any actualPerson (A) claiming that any Company Product infringes, allegedmisappropriates, or suspected otherwise violates any Intellectual Property Rights of any Person or constitutes unfair competition or trade practices under the Laws of any jurisdiction, (B) inviting the Company or any Subsidiary to license any Intellectual Property Right of another Person in connection with the infringement, misappropriation, misappropriation or violation by Seller, any of its employees or agents, or any Product of any Intellectual Property of another Person; and (iii) Seller is not bound by any Contract to indemnify, defend, hold harmlessRights, or reimburse (C) seeking indemnification from the Company or any other Person Subsidiary in connection with respect tothe infringement, misappropriation or otherwise assumed or agreed to discharge or otherwise take responsibility for, violation of any existing or potential Intellectual Property infringement, misappropriation, or similar claim (other than indemnification provisions in Seller’s standard forms of customer or channel agreements relating to the BU Intellectual Property owned by Seller)Rights.

No Infringement of Third Party IP Rights. With respect to Neither the BU Intellectual Property: (i) Seller has never infringed (directly, contributorily, by inducementCompany nor any Subsidiary is Infringing, or otherwise)has ever Infringed, misappropriated, misappropriated or otherwise violated or made unlawful use of violated, any Intellectual Property Right of any other Person; (ii) no Product, . The conduct of the businesses of the Company and no method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains Subsidiaries has not Infringed any Intellectual Property misappropriated from, Right of any other Person and (iii) and, to the Knowledge of Sellerthe Company, there is no legitimate reasonable basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in unfair competition or that any Product, or any method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Personsuch claim. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (i) no infringementCompany Product has ever Infringed any Intellectual Property Right of any third party; (ii) no Infringement, misappropriationmisappropriation or similar Action, or similar claim any Action alleging unfair competition or proceeding trade practices, is pending or has been threatened in writing (or, to the Knowledge of Sellerthe Company, threatened by any non-written means of communication) against Seller or, to the Knowledge of Seller, Company or any Subsidiary or against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller the Company or any Subsidiary with respect to such claim or proceedingAction; (iiiii) Seller neither the Company nor any Subsidiary has never received any written notice or other written communication (or, to the Knowledge of the Company, any non-written notice or other non-written communication) relating to any actual, alleged, alleged or suspected infringement, misappropriation, or violation Infringement by Seller, any of its employees or agents, the Company or any Product Subsidiary of any Intellectual Property Right of another Personany 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 (iiiiv) Seller neither the Company nor any Subsidiary is not bound by any Contract to indemnify, defend, hold harmless, harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential Infringement of any Intellectual Property infringement, misappropriation, or similar claim Right (other than indemnification provisions as set forth in SellerSection 3.13(h) of the Disclosure Schedule or in any Standard Form IP Contract). Neither the Company nor any Subsidiary has ever sought or obtained an opinion of counsel regarding any possible Infringement of any third party’s standard forms of customer or channel agreements relating to the BU Intellectual Property owned by Seller)Rights.

No Infringement of Third Party IP Rights. With respect to Neither the BU Intellectual Property: conduct of the business of the Company and its Subsidiaries as previously or currently conducted, including the Company’s and its Subsidiaries’ design, development, use, promotion, marketing, provision, delivery, distribution, offering, sale, support, making available, and licensing out of any Company Product, (i) Seller has never infringed (directly, contributorily, by inducement, or otherwise)infringed, misappropriated, or otherwise violated violated, or made unlawful use of infringes, misappropriates or otherwise violates any Intellectual Property Right of any other Person; , or (ii) no Product, and no method constituted or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Person and (iii) to the Knowledge of Seller, there is no legitimate basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in constitutes unfair competition or that any Product, or any method or process used in trade practices under the manufacturing Laws of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Personjurisdiction. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (ix) no infringement, misappropriationmisappropriation or similar Action, or similar claim any Action alleging unfair competition or proceeding trade practices, is pending or has been threatened against the Company or any Subsidiary or, to the Knowledge of Seller, threatened against Seller or, to the Knowledge of SellerCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller the Company or any Subsidiary with respect to such claim Action; and (y) neither the Company nor any Subsidiary has received written (or, to the Knowledge of the Company, other) notice from any Person (A) claiming the Company’s or proceeding; (ii) Seller has never received any written notice relating to any actual, alleged, or suspected infringement, misappropriation, or violation by Seller, any of its employees Subsidiaries’ infringement, misappropriation or agents, or any Product other violation of any Intellectual Property Rights of any Person or constitutes unfair competition or trade practices under the Laws of any jurisdiction nor is there any basis therefor, (B) inviting the Company or any Subsidiary to license any Intellectual Property Right of another Person where the notice contains a suggestion, allegation or any other implication (whether or not reasonable) that absent such license, the Company or its Subsidiaries are infringing the Intellectual Property Rights of that Person; and (iii) Seller is not bound by any Contract to indemnify, defend, hold harmless, or reimburse (C) seeking indemnification from the Company or any other Person Subsidiary in connection with respect tothe infringement, misappropriation or otherwise assumed or agreed to discharge or otherwise take responsibility for, violation of any existing or potential Intellectual Property infringement, misappropriation, or similar claim (other than indemnification provisions in Seller’s standard forms of customer or channel agreements relating to the BU Intellectual Property owned by Seller)Rights.

No Infringement of Third Party IP Rights. With respect Neither the Company nor any Subsidiary is infringing, misappropriating or otherwise violating, or has ever infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person. The conduct of the business of the Company and its Subsidiaries has not infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person or constituted unfair competition or trade practices under the laws of any jurisdiction, and when conducted in substantially the same manner after the date of this Agreement 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 date of this Agreement, or constitute unfair competition or trade practices under the laws of any jurisdiction (except to the BU Intellectual Propertyextent due to Company’s ownership by Buyer or its affiliates). Without limiting the generality of the foregoing: (i) Seller no product or service ever produced, distributed, used, provided or sold by or on behalf of the Company or any Subsidiary has never infringed (directlyever infringed, contributorily, by inducement, or otherwise), misappropriated, misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person; (ii) no Productinfringement, and no method misappropriation or process used in the manufacturing of any Product, infringes, violatessimilar Action, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Person and (iii) to the Knowledge of Seller, there is no legitimate basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in Action alleging unfair competition or that any Producttrade practices, is pending or has been threatened against the Company or any method Subsidiary or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (i) no infringement, misappropriation, or similar claim or proceeding is pending or, to the Knowledge of Seller, threatened against Seller or, to the Knowledge of Seller, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller the Company or any Subsidiary with respect to such claim or proceedingAction; (iiiii) Seller neither the Company nor any Subsidiary has never received any written notice or other communication (in writing or otherwise) relating to any actual, alleged, alleged or suspected infringement, misappropriation, misappropriation or violation by Seller, any of its employees or agents, or any Product of any Intellectual Property Right of another Person, 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 (iiiiv) Seller neither the Company nor any Subsidiary is not bound by any Contract to indemnify, defend, hold harmless, harmless or reimburse any other Person with respect toto any infringement, misappropriation or otherwise assumed or agreed to discharge or otherwise take responsibility for, violation of any existing or potential Intellectual Property Right (other than as set forth in Section 3.13(h) of the Disclosure Schedule); and (v) no Action involving any Licensed IP is pending or has been threatened, except for any such Action that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP by the Company or any Subsidiary or (B) the distribution, hosting, delivery or sale of any Company Product. Neither the Company nor any Subsidiary has ever sought or obtained an opinion of counsel regarding any possible infringement, misappropriation, violation or similar claim (other than indemnification provisions in Sellerunlawful use of another Person’s standard forms of customer or channel agreements relating to the BU Intellectual Property owned by Seller)Rights or the validity or enforceability of another Person’s Intellectual Property Rights.

No Infringement of Third Party IP Rights. With respect to To the BU Intellectual Property: (i) Seller Knowledge of the Company, the Company has never infringed (directly, contributorily, by inducement, inducement or otherwise), misappropriated, misappropriated or otherwise violated or made unlawful use of any Intellectual Property of any other Person; (ii) no Product, and no method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful . The use of any Intellectual Property, or contains any Owned Intellectual Property misappropriated fromand, any other Person and (iii) to the CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Knowledge of Sellerthe Company, there is no legitimate basis for a claim that Seller the Licensed Intellectual Property in connection therewith do not conflict with, infringe, dilute, misappropriate or any Product has infringed or misappropriated otherwise violate any Intellectual Property of another Person or engaged in unfair competition or that any Product, or any method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (i) no No infringement, misappropriation, misappropriation or similar claim or proceeding Proceeding is pending or, to the Knowledge of SellerSellers’ Knowledge, threatened against Seller or, to the Knowledge of Seller, Company or against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller the Company with respect to such claim or proceeding; (ii) Seller Proceeding. The Company has never received any written notice or, to the Knowledge of the Company, any other communication relating to any actual, alleged, alleged or suspected infringement, misappropriation, misappropriation or violation by Seller, any of its employees or agentsthe Company, or by any Product current or former employee or agent of the Company, of any Intellectual Property of another any Person; and (iii, including any letter or other communication suggesting or offering that the Company obtain a license to any Intellectual Property. Section 3.16(l) Seller is not bound by any of the Disclosure Schedule lists each Contract to indemnify, defend, hold harmless, harmless or reimburse any other Person with respect to, or otherwise assumed or agreed to discharge or otherwise take responsibility for, any existing or potential Intellectual Property intellectual property infringement, misappropriation, misappropriation or similar claim (other than indemnification provisions in Seller’s standard forms of customer or channel agreements relating to the BU Intellectual Property owned by Seller)claim.

No Infringement of Third Party IP Rights. With respect to Neither the BU Intellectual Property: (i) Seller has never infringed (directlyCompany nor any Subsidiary is infringing, contributorily, by inducementmisappropriating or otherwise 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; (ii) no Product, and no method 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, will not infringe, misappropriate or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains otherwise violate any Intellectual Property misappropriated from, Right of any other Person and (iii) including patents issuing on patent applications filed as of the date hereof), violate any right of any Person (including any right to the Knowledge of Sellerprivacy or publicity), there is no legitimate basis for a claim that Seller or any Product has infringed or misappropriated any Intellectual Property of another Person or engaged in constitute unfair competition or that trade practices under any Product, or any method or process used in the manufacturing of any Product, infringes, violates, or makes unlawful use of any Intellectual Property, or contains any Intellectual Property misappropriated from, any other PersonLegal Requirement. Without limiting the generality of the foregoing, with respect to the BU Intellectual Property: (i) no infringement, misappropriation, misappropriation or similar claim or legal proceeding is pending or has been threatened against the Company or any Subsidiary or, to the Knowledge of Seller, threatened against Seller or, to the Knowledge of SellerCompany, against any other Person who is or may be entitled to be indemnified, defended, held harmless, harmless or reimbursed by Seller the Company or any Subsidiary with respect to such claim or legal proceeding; (ii) Seller neither the Company nor any Subsidiary has never received any written notice or other communication (in writing or otherwise) (A) relating to any actual, alleged, alleged or suspected infringement, misappropriation, misappropriation or violation by Seller, any of its employees or agents, or any Product of any Intellectual Property Right of another PersonPerson (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 Requirements; and (iii) Seller except as set forth in Section 2.13(g) of the Disclosure Schedule, neither the Company nor any Subsidiary is not bound by any Contract to indemnify, defend, hold harmless, harmless or reimburse any other Person with respect toto any infringement, misappropriation or otherwise assumed or agreed to discharge or otherwise take responsibility for, violation of any existing or potential Intellectual Property infringement, misappropriation, or similar claim Right (other than indemnification provisions in Seller’s standard forms of customer or channel agreements relating pursuant to the BU Intellectual Property owned 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 proceeding that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP by Seller)the Company or any Subsidiary or (B) the distribution, hosting, provision, delivery or sale of any Company Product.