Common use of Non-Infringement Clause in Contracts

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights by any third party. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the operation of the Business including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conducted, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in any Proceeding or received written notice alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property Rights.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) The Company has not brought any Legal Proceeding for infringement or misappropriation of the Disclosure Schedule, since January 1, 2018, the any Company-Owned Intellectual Property. The Company has no Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conductedconducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the The Company has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) use, transfer or licensing thereof by the Company, or that may affect the validity, use or enforceability of the Disclosure Schedule, the any Company Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Businessbusiness of the Company, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights. The Company has not received any opinion of counsel that any Company Product or Company Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted, or as currently proposed to be conducted by the Company, infringes or misappropriates any Third Party Intellectual Property Rights.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Company Intellectual Property or any Company Product by any third party. Except as disclosed on Schedule 3.12(d)(ii) No Group Company has brought any Legal Proceeding for infringement or misappropriation of any Company Intellectual Property or Company Product. To the knowledge of the Disclosure Schedule, since January 1, 2018Company, the operation of the Business as currently conducted, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Company Intellectual Property and (ii) the Company’s Group Companies’ use of any product, device, process or service used in the Business as previously currently conducted, currently conducted (A) has not infringed, and as proposed to be conducted, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement)infringe, misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rightsguidelines, and (B) does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the any Group Company conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the No Group Company has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the any Group Company has infringed, misappropriated, or violated or, by conducting the BusinessBusiness as currently conducted, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except To the knowledge of the Company, no Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in relation any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the items disclosed on Schedule 3.12(d)(ii) knowledge of the Disclosure ScheduleCompany, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Company Intellectual Property or the operation of the Businessbusiness of the Company, as previously, previously or currently conducted, or as proposed to be conducted, conducted infringes or misappropriates any Third Third- Party Intellectual Property Rights.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to the knowledge of To the Company’s Knowledge, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any material Company-Owned IP Rights Intellectual Property by any third party, and neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Except as disclosed on Schedule 3.12(d)(ii) Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation of the Disclosure Schedule, since January 1, 2018, the any Third-Party Intellectual Property. The operation of the Business Company’s business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or or use of any Company Product and/or or Company-Owned IP Rights Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Business Company’s business as previously conducted, currently conducted and as proposed to be conductedconducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold (and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claimsclaim). Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, Neither the Company nor any Subsidiary has not been sued in any Proceeding Action or received any written notice communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting the Businessits business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other person Person or entity. Except No Company Intellectual Property or Company Product is subject to any Action, Order, settlement agreement or right that restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) use, transfer or licensing thereof by the Company, any Subsidiary, or that may affect the validity, use or enforceability of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) The Company has not brought any Legal Proceeding for infringement or misappropriation of the Disclosure Schedule, since January 1, 2018, the any Company-Owned Intellectual Property. The Company has never infringed or misappropriated any Third-Party Intellectual Property and has no Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, conducted and currently conducted by the Company and as currently proposed to be conductedconducted by the Company, has not, not and does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the The Company has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in relation any manner the use, transfer or licensing thereof by the Company, or that may affect the validity, use or enforceability of any Company Intellectual Property; provided, however, that the foregoing is made to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company’s knowledge with respect to Company Intellectual Property that is not Company-Owned Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Company Intellectual Property or the operation of the BusinessBusiness of the Company, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third Third-Party Intellectual Property Rights. There is no basis for a claim that any Company Intellectual Property is invalid or unenforceable, provided, however, that the foregoing is made to the Company’s knowledge with respect to Company Intellectual Property that is not Company-Owned Intellectual Property.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i(i) of Neither the Disclosure Schedule, to the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, Company nor any Subsidiary has brought any Legal Proceeding for infringement or misappropriation of any material Company-Owned IP Rights by Intellectual Property. Neither the Company nor any third partySubsidiary has any adjudicated or outstanding (including settlements), but unpaid, Liabilities for infringement or misappropriation of any Third-Party Intellectual Property. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the The operation of the Business Business, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (iiB) the Company’s and each Subsidiary’s use of any product, device, process or service used in the Business as previously conducted, currently conducted conducted, and as proposed by the Company to be conductedconducted and each Subsidiary, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company and any Subsidiary conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, Neither the Company nor any Subsidiary has not been sued in any Legal Proceeding or received any written notice communications (including any third party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except in relation No Company-Owned Intellectual Property or Company Product, or to the items disclosed on Schedule 3.12(d)(ii) knowledge of the Disclosure ScheduleCompany, any Company Intellectual Property, is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. Neither the Company nor any Subsidiary has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Businessbusiness of the Company or any Subsidiary, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third Third-Party Intellectual Property Rights.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) The Company has not brought any Legal Proceeding for infringement or misappropriation of the Disclosure Schedule, since January 1, 2018, the any Company-Owned Intellectual Property. The Company does not have any Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the Company’s import or use of any product, device, process or service used in the Business as previously conducted, conducted and currently conducted by the Company and as proposed to be conductedany product, device, process or service currently in development by the Company, has not, does not not, and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement (including any rules or rulespolicies incorporated into any terms of service, policies click-through agreement or guidelines any other agreement legally binding the Company) applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are imported, manufactured, marketed, distributed, used, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the The Company has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Company-Owned Intellectual Property or Company Product is subject to any Legal Proceeding, Order, or settlement agreement that restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) use, transfer or licensing thereof by the Company, or that may affect the validity, use or enforceability of the Disclosure Schedule, the any Company Intellectual Property. The Company has not sought or received any opinion of counsel that regarding any actual or potential infringement or misappropriation of any Third-Party Intellectual Property arising from or relating to design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Business, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property Rights.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure ScheduleThe Company has not brought any action, to the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, suit or proceeding against any third party for infringement or misappropriation of any material Company-Owned IP Rights by any third partyIntellectual Property Rights. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure ScheduleThe Company Products, since January 1, 2018, and the operation of the Business business of the Company, including (i) the design, development, manufacturingmanufacture, reproductioncoding, marketing, licensinguse, sale, provision, offer for sale, importation, distribution, provision and/or use to sell and distribution of any Company Product and/or Company-Owned IP Rights and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conductedProducts, has notnot and is not infringing, does not misappropriating or violating and will not infringe (directly or indirectly, including via contribution or inducement)infringe, misappropriate or violate any Third Party when conducted in substantially the same manner by Acquiror and/or Surviving Corporation following the Closing, the Intellectual Property RightsRights of any third party, breach has not and does not violate any terms right of serviceany person (including any right to privacy or publicity), click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, has not and does not constitute unfair competition or unfair trade practices under the applicable Law Legal Requirements of any jurisdiction in which jurisdiction. No claim or action has been brought or asserted against the Company conducts the Business or in which Company Products are marketedby, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in any Proceeding or received written notice alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company has not received notice or any opinion other overt threats, including indemnification claims, from any third party (nor does the Company have knowledge of counsel any reasonable basis therefor), (i) challenging the Intellectual Property Rights of the Company, (ii) inviting the Company to license such third party’s Intellectual Property Rights, or (iii) claiming that any Company Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conductedCompany’s business, infringes or misappropriates the Intellectual Property Rights of any Third Party third party, violates the rights of any third party (including any right to privacy or publicity), or constitutes unfair competition or trade practices under the Legal Requirements of any jurisdiction (nor does the Company have knowledge of any reasonable basis therefor). There are no forbearances to xxx, consents, settlement agreements, judgments, orders or similar obligations, other than the Company Intellectual Property Agreements set forth on Section 2.8(j) of the Company Disclosure Schedule, that do or may: (x) restrict the rights of the Company to use, transfer, license or enforce any of its Intellectual Property Rights, (y) restrict the conduct of the business of, including any payments by or conditions on, the Company in order to accommodate a third party’s Intellectual Property Rights, or (z) grant any third party any right with respect to any Company Owned Intellectual Property, other than non-disclosure agreements, evaluation licenses and non-exclusive end-user licenses or service agreements granted in the ordinary course of business consistent with past practice.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) No Acquired Company has sent a notice to or brought any Action against any third party alleging infringement, misappropriation or other violation of the Disclosure Scheduleany Company-Owned Intellectual Property. No Acquired Company has any Liability for infringement, since January 1, 2018, the misappropriation or other violations of any Third-Party Intellectual Property. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the each Acquired Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conductedconducted by the Acquired Companies, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the any Acquired Company conducts the Business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the No Acquired Company has not been sued in any Proceeding Action or received any written notice communications (including any third-party reports by users) alleging that the any Acquired Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Company Intellectual Property or Company Product is subject to any Action, Order, settlement agreement or right that restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) use, transfer or licensing thereof by any Acquired Company, or that may affect the validity, use or enforceability of the Disclosure Schedule, the any Company Intellectual Property. No Acquired Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Business, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes infringes, misappropriates or misappropriates otherwise violates any Third Third-Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i(i) of the Disclosure Schedule, to the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, No Group Company has brought any Legal Dispute for infringement or misappropriation of any material Company-Owned IP Rights by Intellectual Property. No Group Company has any third partyadjudicated or outstanding (including settlements), but unpaid, liabilities for infringement or misappropriation of any Third-Party Intellectual Property. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the The operation of the Business business of the Company and each of its Subsidiaries, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, modification, performance, display, improvement, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (iiB) the Company’s and each Subsidiary’s use of any product, device, process Process or service used in their business has not in the Business as previously conductedlast six (6) years, currently conducted and as proposed to be conducted, has not, does not and will not infringe (directly or indirectly, including via contribution or inducementcontributory infringement and induced infringement), misappropriate or violate any Third Third-Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company and any Subsidiary conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed imported, licensed, made available, offered for sale or sold, in each case except as would not reasonably be expected to result in a material license or sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(iiIn the last three (3) of the Disclosure Scheduleyears, since January 1, 2018, the no Group Company has not been sued in any Proceeding Legal Dispute or received any written notice communications (including any third party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or violated or, by conducting the Businesstheir business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Group Company or Company Product is subject to any Legal Dispute, Order, settlement agreement or right that restricts in relation to any material respect the items disclosed on Schedule 3.12(d)(ii) use, transfer or licensing of any Company-Owned Intellectual Property or Company Product by the Disclosure ScheduleCompany or any Subsidiary, the Company has not received any opinion receipt and/or use of counsel that any Company Product by any customer or end user thereof, or that materially adversely affects the validity, use or enforceability of any Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) None of the Disclosure Schedule, to the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned Transferred IP Rights are subject to any Judgment adversely affecting the use thereof or rights thereto by any third partyGuarantor and its Subsidiaries. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January Since December 1, 2018, there has been no opposition or cancellation Legal Proceeding pending against Guarantor and its Subsidiaries concerning the operation ownership, validity, or enforceability of any Registered Transferred IP. Since December 1, 2018, to the Knowledge of Seller, no Person has infringed, misappropriated, or otherwise violated, and no Person is currently infringing, misappropriating or otherwise violating, any material Transferred IP Rights, and neither Guarantor nor any of its Subsidiaries has, since December 1, 2018, made any written allegation against a third party of any infringement or misappropriation, or other violation of any material Transferred IP Rights. The Seller Entities Use and Exploitation of the Purchased Assets and conduct of the MiC Business and the CloudLink Activities, including (i) the design, development, manufacturinguse, reproductionpromotion, marketing, licensingprovision, delivery, sale, offer for salesupport, importationmaking available, distribution, provision and/or use and licensing out of any Company Product and/or Company-Owned IP Rights and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conducted, has notTransferred Product, does not and will has not infringe (directly i) infringed, misappropriated or indirectly, including via contribution or inducement), misappropriate or violate otherwise violated any Third Party Intellectual Property Rights, breach any terms Right of service, click-through agreement or any other agreement Person, or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute (ii) constituted unfair competition or unfair trade practices under the applicable Law laws of any jurisdiction in which the Company conducts the Business or in which Company Products are marketedjurisdiction, distributed, licensed or sold, in each case except as would not reasonably be expected expected, individually or in the aggregate, to result in a be material and adverse effect to the CompanyPurchased Assets or to the performance by Seller or its applicable Affiliates of their obligations under the Transaction Documents. Without limiting the generality of the immediately foregoing sentence, andsince December 1, 2018 (A) no infringement, misappropriation or similar action, or action alleging unfair competition or trade practices, is pending or, to the knowledge Knowledge of Seller, has been threatened against any Seller Entity or, to the Knowledge of Seller, against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by any Seller Entity with respect to such action and (B) neither Guarantor nor its Subsidiaries has received any written notice (x) alleging that any of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) conduct of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in MiC Business or CloudLink Activities or any Proceeding Use or received written notice alleging that the Company has infringed, misappropriatedExploitation of CloudLink, or violated orthe Transferred Technology, by conducting infringes, misappropriates, violates or otherwise conflicts with the BusinessIntellectual Property Rights of any other Person, would infringe(y) inviting any Seller Entity to license the Intellectual Property Rights of another Person or (z) seeking indemnification from any Seller Entity in connection with the infringement, misappropriate, misappropriation or violate violation of any Intellectual Property of any other person Rights, except as would not reasonably be expected, individually or entity. Except in relation the aggregate, to be material and adverse to the items disclosed on Schedule 3.12(d)(ii) Purchased Assets or to the performance by Seller or its applicable Affiliates of their obligations under the Disclosure ScheduleTransaction Documents. Guarantor and its Subsidiaries possess all rights necessary to grant the licenses set forth in Exhibit F, and the Company has grant of such licenses will not received conflict with any opinion of counsel that any Company Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed their respective obligations owed to be conducted, infringes or misappropriates any Third Party Intellectual Property Rightsthird parties.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the CompanySeller, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material CompanySeller-Owned IP Rights Intellectual Property by any third party. Since January 1, 2019, Sxxxxx has not sent a notice to any third party alleging infringement or misappropriation of any Intellectual Property relating to the Business. Seller has not brought any Proceeding for infringement or misappropriation of any Seller-Owned Intellectual Property that are currently pending or unresolved. Except as disclosed set forth on Schedule 3.12(d)(ii4.6(f) of the Disclosure ScheduleLetter, since January 1to the knowledge of Seller, 2018Seller has no Liability for infringement or misappropriation of any Third-Party Intellectual Property relating to the Business. To the knowledge of Seller, the operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Companythe Seller-Owned IP Rights Intellectual Property and (ii) the CompanySeller’s use of any product, device, process or service used in the Business as previously conducted, conducted or currently conducted and as proposed to be conducted, has not, does not and will does not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claimsProperty. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since Since January 1, 20182019, the Company Seller has not been sued in any Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company Seller has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Seller Intellectual Property is subject to any Proceeding, Order, settlement agreement or right that restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) use, transfer or licensing thereof by Seller, or that may affect the validity, use or enforceability of the Disclosure Schedule, the Company any Seller Intellectual Property. Seller has not received any opinion of counsel that any Company Product or CompanySeller-Owned IP Rights Intellectual Property or the operation of the Business, as previously, previously or currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Third-Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on set forth in Schedule 3.12(d)(i2.8(f) of the Seller Disclosure Schedule, to the knowledge Knowledge of the CompanySeller, there no Third Party has, or is no currently, infringing, misappropriating or violating any Acquired Companies-Owned Intellectual Property. No Acquired Company or any of their Subsidiaries has delivered to any Third Party written notice of a claim for any such actual, alleged, or suspected unauthorized use, unauthorized disclosure, infringement, misappropriation or other violation of any Acquired Companies-Owned Intellectual Property. Except as described in Schedule 2.8(f) of the Seller Disclosure Schedule, there are no past, current or pending Legal Proceedings involving allegations of infringement or misappropriation (i) by any Third Party of any material CompanyAcquired Companies-Owned IP Rights Intellectual Property, or (ii) by any third partyAcquired Company or any of its Subsidiaries of Intellectual Property owned by any Third Party. The operation and conduct of the Business by the Acquired Companies and their Subsidiaries as each is currently conducted and, to the Knowledge of Seller, as currently proposed to be conducted and the Acquired Companies Products do not infringe, misappropriate or violate and have not in the last six (6) years infringed, misappropriated or violated any Third-Party Intellectual Property. Except as disclosed on described in Schedule 3.12(d)(ii2.8(f) of the Seller Disclosure Schedule, since January 1in the past (6) years, 2018none of the Acquired Companies nor any of their Subsidiaries has received a written notice alleging that such Acquired Company or Subsidiary has infringed or violated any Third-Party Intellectual Property. With respect to any third-party Software used by any of Acquired Companies or any of their Subsidiaries, the Acquired Companies and their Subsidiaries, in accordance with each applicable third party’s Software licensing requirements, obtained the appropriate number of licenses to use such Software in the operation of the Business including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights and (ii) the Company’s use of any product, device, process or service used in the Business business as previously conducted, currently conducted and as currently proposed to be conducted, . None of the Acquired Companies nor any of their Subsidiaries has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Party Intellectual Property Rights, breach obligation to compensate any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to Person for the use of such Third Party any Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claimsProperty. Except as disclosed on set forth in Schedule 3.12(d)(ii2.8(f) of the Seller Disclosure Schedule, since January 1there are no settlements, 2018covenants not to xxx, consents, judgments, or orders or similar obligations that: (i) restrict the Company has not been sued rights of the Acquired Companies or their Subsidiaries to use or assert any Acquired Companies-Owned Intellectual Property in any Proceeding or received written notice alleging that manner; (ii) restrict the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) business of the Disclosure Schedule, Acquired Companies or any of their Subsidiaries within the Company has not received any opinion fields of counsel that any Company Product 3D printing or Companyadditive manufacturing; or (iii) permit third parties to use the Acquired Companies-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there neither is no nor has been any unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party, including any current or former employee, consultant, advisor or independent contractor. Except as disclosed on Schedule 3.12(d)(ii) There has been no Legal Proceeding brought by the Company or another Person relating to infringement or misappropriation of the Disclosure Schedule, since January 1, 2018, the any Company-Owned Intellectual Property. The Company has no Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conductedBusiness, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement service or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the The Company has not been sued in received any Proceeding or received written notice communications (including any third-party reports by customers) alleging that the Company has been sued in any Legal Proceeding, infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except in relation The Company has not received any invitations or demands from third parties for the Company to license or purchase any third-party patents or patent applications. No Company-Owned Intellectual Property or Company Product or to the items disclosed on Schedule 3.12(d)(ii) knowledge of the Disclosure ScheduleCompany, Third-Party Intellectual Property that is licensed to the Company is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, or that may affect the validity, use or enforceability of any Company Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Businessbusiness of the Company, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third Third-Party Intellectual Property Rights.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(iiNeither the Company nor any Company Subsidiary has sent a notice to any third party alleging infringement, misappropriation or other violation of any Company-Owned Intellectual Property. Neither the Company nor any Company Subsidiary has brought any Legal Proceeding for infringement, misappropriation or other violation of any Company-Owned Intellectual Property. Neither the Company nor any Company Subsidiary has any Liability for infringement, misappropriation or other violation of any Third-Party Intellectual Property. None of (i) of the Disclosure ScheduleCompany Products, since January 1, 2018, (ii) the Company-Owned Intellectual Property nor (iii) the operation of the Business Business, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (iiB) the Company’s or any Company Subsidiary’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conductedconducted by the Company or any Company Subsidiary, has nothas, does not and or will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which Property. Neither the Company conducts the Business or in which nor any Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company Subsidiary has not been sued involved in any Legal Proceeding or received any written notice communications alleging that the Company or any Company Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting the Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other person Person or entityentity or that requires Company to take a license to, or to refrain from using, any Third-Party Intellectual Property. Except No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that materially restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Scheduleuse, transfer or licensing thereof by the Company or any Company Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. Neither the Company nor any Company Subsidiary has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Business, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes infringes, misappropriates or misappropriates otherwise violates any Third Third-Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed Because some jurisdictions do not allow the exclusion of or limitations on Schedule 3.12(d)(i) implied warranties or the limitations on the applicable statutory rights of a consumer, some or all of the Disclosure Scheduleabove exclusions and limitations may not apply to User. VOID WHERE PROHIBITED Although Company Online Services are accessible worldwide, not all products or services are available to all persons or in all geographic locations. The Company reserves the right to limit, in its sole discretion, the provision and quantity of any product or service to any person or geo- graphic area it so desires. Any offer for any product or service made is void where prohibited. USER RESPONSIBILITY TO THE COMPANY User is responsible and liable to the knowledge Company and Lionsgate and its and their respective affili- ated companies, officers, directors, employees, agents, licensors, and suppliers in respect of all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any vi- olation by User of this Agreement. The Company and/or Lionsgate reserves the right to assume the exclusive defense and control of any matter that User is responsible and liable for under this paragraph. The user agrees to indemnify, defend and hold harmless Company, Lionsgate, and its and their respective parent companies, subsidiaries, affiliated companies, licensors, directors, employees, officers, members, agents, and assigns and any third-party providing information to this website (collectively, the “Released Parties”) from and against claims or losses caused by his/ her use or any improper use of the Company, there is no unauthorized use, unauthorized disclosure, infringement website (or misappropriation any content thereof). The user agrees that the Released Parties are not liable to the user or any third party for damages of any material Company-Owned IP Rights by any third partykind. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure ScheduleLITIGATION ISSUES BINDING INDIVIDUAL ARBITRATION - PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY ALTER USER’S RIGHTS, since January 1, 2018, the operation of the Business including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conducted, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in any Proceeding or received written notice alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property RightsINCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of To the Disclosure Schedule, to the knowledge Knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) Neither the Company nor any Subsidiary has brought any Action or sent any notices to any third party regarding the foregoing. Neither the Company nor any Subsidiary has any Liability for infringement, misappropriation, or other violation of the Disclosure Schedule, since January 1, 2018, the any Third-Party Intellectual Property. The operation of the Business Company’s business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or or use of any Company Product and/or or Company-Owned IP Rights Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Business Company’s business as previously conducted, currently conducted and as proposed to be currently conducted, has not, not and does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold (and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claimsclaim). Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, Neither the Company nor any Subsidiary has not been sued in any Proceeding Action or received any written notice (or, to the Company’s knowledge, non-written) communications (including any third-party reports by users and any written “invitations to license” third-party patents) alleging that the Company or any Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting the Businessits business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other person Person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or No Company-Owned IP Rights Intellectual Property or Company Product is subject to any Action, Order, settlement agreement or right that restricts in any manner the operation of use, transfer or licensing thereof by the BusinessCompany, as previously, currently conductedany Subsidiary, or as proposed to be conductedthat may affect the validity, infringes use or misappropriates enforceability of any Third Party Company-Owned Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) The operation of the Disclosure Schedule, Business as presently conducted and as conducted within the one (1) year period prior to the knowledge date hereof, and the design, development, distribution, marketing, manufacture, use, import, license, or sale of the CompanyCurrent Business Products and functional and discrete components that have been reviewed, there verified and integrated into the product database of the Business on or before the Closing Date, do not (and did not at any time within the one (1) year period prior to the date hereof) (i) infringe or misappropriate the Intellectual Property Rights of any Person, (ii) violate any material term or provision of any License or Contract concerning the Intellectual Property Rights or Technology of any Person, (iii) violate any other term or provision of any License or Contract concerning such Intellectual Property Rights or Technology which violation could result in the termination, or any material alteration or limitation of, such License or Contract or the right to use or exercise rights under such Intellectual Property Rights or Technology, (iv) violate any moral right, right of privacy or right of publicity of any Person, (v) disclose any material confidential information of Seller or any of its Subsidiaries that is no unauthorized usenot pursuant to a confidentiality agreement, unauthorized other than such disclosures made to the PTO, other patent offices, standard-setting organizations or otherwise, which disclosures were consistent with the exercise of reasonable business judgment, (vi) disclose any material third-party confidential information that is protected by a confidentiality agreement, unless such disclosure was authorized by the relevant third party with the right to permit such disclosure, infringement or misappropriation (vii) constitute unfair competition or an unfair trade practice under any Law. Neither Seller nor any of its Subsidiaries nor any material Company-Owned IP Rights by of its or their respective employees or Representatives has (x) received from any third party. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, Person any written notice claiming that any Business Product or the operation of the Business including (i) infringes or misappropriates the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use Intellectual Property Rights of any Company Product and/or Company-Owned IP Rights and (ii) the Company’s use of any product, device, process Person or service used in the Business as previously conducted, currently conducted and as proposed to be conducted, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute constitutes unfair competition or unfair trade practices under any Law or (y) in the applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect three (3) year period prior to the Companydate hereof, and, received from any Person and brought to the knowledge attention of the Company, there is no reasonable basis for legal department of Seller or any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in its Subsidiaries any Proceeding or received written notice alleging that the Company has infringed, misappropriated, of third-party Patent or violated or, by conducting the Business, would infringe, misappropriate, or violate any other Intellectual Property of any other person or entity. Except in relation Rights relating to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights or the operation of the BusinessBusiness or any Current Business Product from a putative or potential licensor of such rights. Neither Seller nor any of its Subsidiaries has, as previouslywithin the one (1) year period prior to the date hereof, currently conductedbrought or resolved any Action or Proceeding for infringement of Purchased IP Assets or Exclusively Licensed IP Assets or breach of any License or Contract involving Purchased IP Assets or Exclusively Licensed IP Assets against any Person. Notwithstanding the foregoing, in no event does Seller represent that operation of the Business or as proposed to any Business Product or Purchased Asset does not infringe any Patents which would necessarily be conducted, infringes or misappropriates any Third Party Intellectual Property Rightsinfringed by an implementation of a required element of a Standard.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the CompanyJiff, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material CompanyJiff-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) Jiff has not brought any Legal Proceeding for infringement or misappropriation of the Disclosure Schedule, since January 1, 2018, the any Jiff-Owned Intellectual Property. Jiff has no Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business Jiff Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Jiff Product and/or CompanyJiff-Owned IP Rights Intellectual Property and (ii) the CompanyJiff’s use of any product, device, process or service used in the Jiff Business as previously conducted, currently conducted and as proposed to be conductedconducted by Jiff, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company Jiff conducts the Business its business or in which Company Jiff Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company Jiff has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company Jiff has infringed, misappropriated, or violated or, by conducting the Jiff Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Jiff-Owned Intellectual Property is subject to any Legal Proceeding, Order, or settlement agreement that restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) use, transfer or licensing thereof by Jiff, or that may affect the validity, use or enforceability of the Disclosure Schedule, the Company any Jiff-Owned Intellectual Property. Jiff has not received any written opinion of counsel that any Company Jiff Product or CompanyJiff-Owned IP Rights Intellectual Property or the operation of the Businessbusiness of Jiff, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third Third-Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) The Company or any Subsidiary has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Neither the Disclosure Schedule, since January 1, 2018, the Company nor any Subsidiary has any Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) neither the Company’s or any Subsidiary’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conductedconducted by the Company or any Subsidiary, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company or any Subsidiary conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the The Company or any Subsidiary has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Scheduleuse, transfer or licensing thereof by the Company or any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. The Company or any Subsidiary has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Businessbusiness of the Company, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third Third-Party Intellectual Property Rights.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of To the Disclosure Schedule, to the knowledge Knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party. Neither the Company nor any Subsidiary has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Except as disclosed on set forth in Schedule 3.12(d)(ii3.10(j) of the Company Disclosure ScheduleLetter, since January 1, 2018neither the Company nor any Subsidiary has any Liability for infringement or misappropriation of any Third-Party Intellectual Property. Except as set forth in Schedule 3.10(j) of the Company Disclosure Letter, the operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the Company’s and the Subsidiaries’ use of any product, device, process or service used in the Business as previously conducted in the last six years or as currently conducted, currently conducted by the Company and as proposed to be conductedthe Subsidiaries, has not, does not and and, to the Knowledge of the Company, will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company or any Subsidiary conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, Neither the Company nor any Subsidiary has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, Neither the Company nor any Subsidiary has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Businessbusiness of the Company and the Subsidiaries, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third Third-Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure ScheduleSeller has not brought any action, to the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, suit or proceeding against any third party for infringement or misappropriation of any material Company-Owned IP Rights by any third partyIntellectual Property Rights. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure ScheduleThe Seller Products, since January 1, 2018, and the operation of the Business Business, including (i) the design, development, manufacturingmanufacture, reproductioncoding, marketing, licensinguse, sale, provision, offer for sale, importation, distribution, provision and/or use to sell and distribution of any Company Product and/or Company-Owned IP Rights and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conductedSeller Products, has notnot and is not infringing, does not misappropriating or violating and will not infringe (directly or indirectly, including via contribution or inducement)infringe, misappropriate or violate any Third Party when conducted in substantially the same manner by Buyer following the Closing, the Intellectual Property RightsRights of any third party, breach has not and does not violate any terms right of serviceany person (including any right to privacy or publicity), click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, has not and does not constitute unfair competition or unfair trade practices under the applicable Law Legal Requirements of any jurisdiction in which the Company conducts the Business jurisdiction. No claim or in which Company Products are marketedaction has been brought or asserted against Seller by, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in any Proceeding or received written notice alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company Seller has not received notice or any opinion other overt threats, including indemnification claims, from any third party (nor does Seller have knowledge of counsel any reasonable basis therefor), (i) challenging the Intellectual Property Rights of Seller, (ii) inviting Seller to license such third party's Intellectual Property Rights, or (iii) claiming that any Company Seller Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates the Intellectual Property Rights of any Third Party third party, violates the rights of any third party (including any right to privacy or publicity), or constitutes unfair competition or trade practices under the Legal Requirements of any jurisdiction (nor does Seller have knowledge of any reasonable basis therefor). There are no forbearances to xxx, consents, settlement agreements, judgments, orders or similar obligations, other than the Seller Intellectual Property Agreements set forth on Section 3.15(h) of the Seller Disclosure Schedule, that do or may: (x) restrict the rights of Seller to use, transfer, license or enforce any of its Intellectual Property Rights, (y) restrict the conduct of the business of, including any payments by or conditions on, Seller in order to accommodate a third party's Intellectual Property Rights, or (z) grant any third party any right with respect to any Seller Owned Intellectual Property, other than non-disclosure agreements, evaluation licenses and non-exclusive end-user licenses or service agreements granted in the ordinary course of business consistent with past practice.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(iiNeither the Company nor any Company Subsidiary has sent a written notice to any third party alleging infringement, misappropriation or other violation of any Company-Owned Intellectual Property and neither the Company nor any Company Subsidiary has brought any Legal Proceeding for infringement, misappropriation or other violation of any Company-Owned Intellectual Property. Neither the Company nor any Company Subsidiary has any Liability for infringement, misappropriation or other violation of any Third-Party Intellectual Property. None of (i) of the Disclosure ScheduleCompany Products, since January 1, 2018, (ii) the Company-Owned Intellectual Property nor (iii) the operation of the Business including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (iiB) the Company’s or any Company Subsidiary’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as presently proposed to be conductedconducted (as reflected in product roadmaps made available by Acquirer) by the Company or any Company Subsidiary, has nothas, does not and or will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not nor constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company or any Company Subsidiary conducts the Business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, sold and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on set forth in Schedule 3.12(d)(ii2.10(j) of the Company Disclosure ScheduleLetter, since January 1, 2018, neither the Company nor any Company Subsidiary has not been sued involved in any Legal Proceeding or received any written notice or other communications (including any third-party reports by users) alleging that the Company or any Company Subsidiary has infringed, misappropriated, or otherwise violated or, by conducting the Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other person Person or entityentity or that requires Company to take a license to, or to refrain from using, any Third-Party Intellectual Property. Except as set forth in relation to the items disclosed on Schedule 3.12(d)(ii2.10(j) of the Company Disclosure ScheduleLetter, the Company has not received any opinion of counsel that any Company Product or no Company-Owned IP Rights Intellectual Property or the operation of the BusinessCompany Product is subject to any Legal Proceeding, as previously, currently conductedOrder, or as proposed to be conductedsettlement agreement that restricts in any manner the use, infringes transfer or misappropriates licensing thereof by the Company or any Third Party Company Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of The Company Owned Intellectual Property, the Disclosure Schedule, to the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights by any third party. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, Company Products and the operation of the Business business of the Company as currently conducted and as currently proposed to be conducted, including (i) the design, development, manufacturinguse, reproductionimport, export, licensing, marketing, licensingsale or other disposition of the Company Owned Intellectual Property and Company Products, saledo not, offer for salehave not and will not, importation, distribution, provision and/or use infringe or misappropriate the Intellectual Property rights of any Person or constitute unfair competition or trade practices under the Legal Requirement of any jurisdiction. Neither the Company nor any of its Subsidiaries has received any notice from any Person claiming that such operation or any Company Owned Intellectual Property or any Company Product and/or Company-Owned IP Rights and (ii) infringes or misappropriates the Company’s use Intellectual Property rights of any productPerson, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conducted, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute constitutes unfair competition or unfair trade practices under the applicable Law Legal Requirement of any jurisdiction in which or violates the rights of any Person (nor does there exist any basis therefor), and has not received any offer for a license of Intellectual Property, implying that the operation of the Company conducts or its Subsidiaries or any Company Product infringes or misappropriates the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in Intellectual Property rights of a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claimsthird party. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, Neither the Company nor any of its Subsidiaries has not been sued in any Proceeding or received written notice alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Owned Intellectual Property, Company Product or Company-Owned IP Rights or the operation of the Businessbusiness of the Company or its Subsidiaries, as previously, previously or currently conducted, conducted and as currently proposed by the Company or as proposed its Subsidiaries to be conducted, infringes or misappropriates any Third Party Intellectual Property Rightsrights of any Person. The Company Owned Intellectual Property, the Company Products and the operation of the business of the Company or its Subsidiaries as currently conducted, including the standard use by the Company’s customers of the Company Products in accordance with the published documentation, are and were in compliance with, and have not, do not and will not cause or result in any such customer or user to be in violation of, any policies, guidelines, rights, terms of use or guidelines of Google Play, Apple’s App Store, of any third-party network with whom the Company or its Subsidiaries are engaged, or of any applicable Legal Requirements. No Person is engaging, or has engaged in the past, in any activity that infringes or misappropriates the Company Owned Intellectual Property or violates the rights of the Company therein, nor has it made any claim with respect to any such alleged infringement or misappropriation against any Person.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) No Acquired Company has sent a notice to or brought any Action against any third party alleging infringement, misappropriation or other violation of the Disclosure Scheduleany material Company- Owned Intellectual Property. No Acquired Company has any Liability for infringement, since January 1, 2018, the misappropriation or other violations of any Third-Party Intellectual Property. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the each Acquired Company’s use of any product, device, process or service used in the Business Business, as previously conducted, currently conducted and as proposed to be conductedcurrently conducted by the Acquired Companies, has not, does not and and, following the Closing Date when operated in the same manner, in material respects, as currently operated, will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the any Acquired Company conducts the Business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, sold and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii; (iii) of the Disclosure Schedule, since January 1, 2018, the no Acquired Company has not been sued in any Proceeding Action or received any written notice communications (including any third-party reports by users) alleging that the any Acquired Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except in relation ; (iv) no Company-Owned Intellectual Property or Company Product, or to the items disclosed on Schedule 3.12(d)(ii) knowledge of the Disclosure ScheduleCompany, Third-Party Intellectual Property that is licensed to the Company, is subject to any Action, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Acquired Company, or that may affect the validity, use or enforceability of any Company-Owned Intellectual Property; and (v) no Acquired Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Business, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes infringes, misappropriates or misappropriates otherwise violates any Third Third-Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. The Company has no Liability for infringement or misappropriation of any Third-Party Intellectual Property; provided that the Disclosure Schedule, since January 1, 2018, foregoing representation is made to the Company’s knowledge with respect to patents only. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conductedconducted by the Company, has not, does not and will does not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rightsto which the Company is a party (provided that the foregoing representation is made to the Company’s knowledge with respect to patents only), and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company conducts the its Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, sold and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the The Company has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or No Company-Owned IP Rights Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the operation of use, transfer or licensing thereof by the Business, as previously, currently conductedCompany, or as proposed to be conductedthat may affect the validity, infringes use or misappropriates enforceability of any Company- Intellectual Property or any Third Party Intellectual Property exclusively licensed to the Company. Sections 2.9(b) and (j) shall be the only representations or warranties in this Agreement with respect to matters of infringement, misappropriation or other violation of any Third Party Intellectual Property or Intellectual Property Rights, and no other provision in this Agreement will be construed as such.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) Since November 1, 2015, neither the Company nor any of the Disclosure Schedule, since January Subsidiaries has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property at any time. Since November 1, 20182015, neither the Company nor any of the Subsidiaries has any Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property by the Company or any of the Subsidiaries and (ii) the Company’s or any of the Subsidiaries use of any product, device, process or service used in the Business as previously conductedconducted since November 1, 2015 and as currently conducted and as proposed to be conducted, has not, by the Company or any of the Subsidiaries does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company or any of the Subsidiaries conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, Company there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) Neither the Company nor any of the Disclosure Schedule, since January 1, 2018, the Company has not Subsidiaries have been sued in any Legal Proceeding or received any written notice communications (including any third-party written reports by users) alleging that the Company or any of the Subsidiaries has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) use, transfer or licensing thereof by the Company or any of the Disclosure ScheduleSubsidiaries, or that may affect the Company has not received validity, use or enforceability of any opinion of counsel that any Company Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) No Acquired Company has sent a written notice to or brought any Action against any third party alleging infringement, misappropriation or other violation of the Disclosure Schedule, since January 1, 2018, the any Company-Owned Intellectual Property. The operation of the Business including Business, including, (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the each Acquired Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and, and with respect to the Company Products, as proposed to be conductedconducted by the Acquired Companies, (A) has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property Rights, or materially breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines guidelines, in each case as applicable to use of such Third Third-Party Intellectual Property Rights, and (B) does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the any Acquired Company conducts the Business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of In the Disclosure Schedulepast six years, since January 1, 2018, the no Acquired Company has not been sued in any Proceeding Action or received any written notice communications (including any third-party reports by users) alleging that the any Acquired Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Company Intellectual Property or Company Product is subject to any Action, Order, settlement agreement, or right that restricts in relation any manner the use, transfer or licensing thereof by any Acquired Company, or that would reasonably be expected to adversely affect the items disclosed on Schedule 3.12(d)(ii) validity, use or enforceability of the Disclosure Schedule, the any Company Intellectual Property. No Acquired Company has not received any written opinion of counsel that any Company Product or Product, Company-Owned IP Rights Intellectual Property or the operation of the Business, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes infringes, misappropriates or misappropriates otherwise violates any Third Third-Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) The operation of the Disclosure Schedule, Business as presently conducted and as conducted within the one (1) year period prior to the knowledge date hereof, and the design, development, distribution, marketing, manufacture, use, import, license, or sale of the CompanyCurrent Business Products and functional and discrete components that have been reviewed, there verified and integrated into the product database of the Business on or before the Closing Date, do not (and did not at any time within the one (1) year period prior to the date hereof) (i) infringe or misappropriate the Intellectual Property Rights of any Person, (ii) violate any material term or provision of any License or Contract concerning the Intellectual Property Rights or Technology of any Person, (iii) violate any other term or provision of any License or Contract concerning such Intellectual Property Rights or Technology which violation could result in the termination, or any material alteration or limitation of, such License or Contract or the right to use or exercise rights under such Intellectual Property Rights or Technology, (iv) violate any moral right, right of privacy or right of publicity of any Person, (v) disclose any material confidential information of Seller or any of its Subsidiaries that is no unauthorized usenot pursuant to a confidentiality agreement, unauthorized other than such disclosures made to the PTO, other patent offices, standard-setting organizations or otherwise, which disclosures were consistent with the exercise of reasonable business judgment, (vi) disclose any material third-party confidential information that is protected by a confidentiality agreement, unless such disclosure was authorized by the relevant third party with the right to permit such disclosure, infringement or misappropriation (vii) constitute unfair competition or an unfair trade practice under any Law. Neither Seller nor any of its Subsidiaries nor any material Company-Owned IP Rights by of its or their respective employees or Representatives has (x) received from any third party. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, Person any written notice claiming that any Business Product or the operation of the Business including (i) infringes or misappropriates the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use Intellectual Property Rights of any Company Product and/or Company-Owned IP Rights and (ii) the Company’s use of any product, device, process Person or service used in the Business as previously conducted, currently conducted and as proposed to be conducted, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute constitutes unfair competition or unfair trade practices under any Law or (y) in the applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect three (3) year period prior to the Companydate hereof, and, received from any Person and brought to the knowledge attention of the Company, there is no reasonable basis for legal department of Seller or any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in its Subsidiaries any Proceeding or received written notice alleging that the Company has infringed, misappropriated, of third-party Patent or violated or, by conducting the Business, would infringe, misappropriate, or violate any other Intellectual Property of any other person or entity. Except in relation Rights relating to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights or the operation of the BusinessBusiness or any Current Business Product from a putative or potential licensor of such rights. Neither Seller nor any of its Subsidiaries has, within the one (1) year period prior to the date hereof, brought or resolved any Action or Proceeding for infringement of Purchased IP Assets or Exclusively Licensed IP Assets or breach of any License or Contract involving Purchased IP Assets or Exclusively Licensed IP Assets against any Person. Notwithstanding the foregoing, in no event does Seller represent that operation of the Business or any Business Product or Purchased Asset does not infringe any Patents which would necessarily be infringed by an implementation of a required element of a Standard. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as previously, currently conducted, or as proposed amended. Confidential treatment has been requested with respect to be conducted, infringes or misappropriates any Third Party Intellectual Property Rightsthe omitted portions.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) Fulfillment of the Disclosure Schedulelaw: ITS holds full legal rights, powers of attorney and legal authority to enter into this Agreement and to take part in the transactions as they are planned to be carried out. Neither entering into this Agreement nor the delivery and performance thereof, nor carrying out such transactions could imply termination, cancellation or early enforcement of any right or obligation of ITS, nor do they imply any breach, contradiction or failure in fulfillment of the terms, conditions or provisions of the deed of incorporation or the by-laws of ITS, nor any provision of any document, mortgage, pledge, credit agreement, deed, law, order, ruling, decree, arbitration decision, regulation, rule or other legal restriction, which ITS is party to or whereby such company or any of its properties is or could be related to. ITS does not breach any applicable provision of any law, statute, rule, regulation, administrative interpretation, order, policy or decree of any court or governmental or administrative authority, which may be applicable to the knowledge company or any of its properties, and that are offences that do not have or may not be reasonably expected to have, either individually or as a whole, an adverse material effect. ITS has been granted all the Companypermits, there is no unauthorized uselicenses, unauthorized disclosurecertificates of authorization, infringement orders and approvals, and it has carried out all the actions and made all the applications and registrations to the relevant federal governmental or misappropriation statutory, state, local or foreign bodies so that it may perform its business activity, except the permits, licenses, certificates of any material Company-Owned IP Rights by any third party. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Scheduleauthority, since January 1orders, 2018assessments, procedures, applications or registrations, the operation absence or non-performance of the Business including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conducted, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would could not reasonably be expected to result in a material adverse effect. Such permits, licenses, certificates of authorization, orders and adverse effect to the Company, approvals are fully valid and in force and, to the knowledge of the Companyas far as ITS is aware, there is no reasonable basis for risk of suspension or cancellation of any of them and all such claims. Except as disclosed on Schedule 3.12(d)(ii) of reports and registrations are up to date in all the Disclosure Schedulematerial aspects, since January 1, 2018except those, the Company absence or non-performance of which could not reasonably be expected to result in a material adverse effect. There are no pending investigations regarding ITS by any government agency, as far as ITS is aware, that could be imminently brought and that, as far as ITS is aware, no government agency has not been sued in stated its intention to carry out any Proceeding or received written notice alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Scheduleinvestigation, the Company has not received any opinion results of counsel that any Company Product which could imply a material adverse effect on the business, income, liquidity or Company-Owned IP Rights or the operation financial situation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property RightsITS.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) Neither the Company nor any Company Subsidiary has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Neither the Disclosure Schedule, since January 1, 2018, the Company nor any Company Subsidiary has any Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the Company’s and each Company Subsidiary’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conductedconducted by the Company and each Company Subsidiary, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company or any Company Subsidiary conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, Neither the Company nor any Company Subsidiary has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company or any Company Subsidiary has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) use, transfer or licensing thereof by the Company or any Company Subsidiary, or that may affect the validity, use or enforceability of the Disclosure Schedule, the any Company Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Businessbusiness of the Company or any Company Subsidiary, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third Third-Party Intellectual Property Rights. The Company has implemented sufficient processes to verify and guarantee that none of the products or goods sold by or through the Company or any Company Subsidiary are counterfeit, and neither the Company nor any Company Subsidiary has any Liabilities arising from any sale of counterfeit products or goods by or through the Company or any Company Subsidiary. None of the products or goods sold by or through the Company or any Company Subsidiary are or have been counterfeit.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(iNeither (i) of the Disclosure Schedule, to the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights by any third party. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the operation of the Business including (i) the designby Seller and its Subsidiaries, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights and nor (ii) the Company’s use use, sale, import, export, and manufacture of any product, device, process or service used in the Business Products, the Transferred Technology, the Transferred PCIe Assets, or the Licensed Technology (A) have infringed, misappropriated or otherwise violated or constituted the unauthorized use of, and as previously conducted, currently conducted and as proposed to be conducted, has not, does do not and will not infringe (directly or indirectly, including via contribution or inducement)infringe, misappropriate or otherwise violate or constitute the unauthorized use of, any Third Party Intellectual Property RightsRights owned by any Person, breach any terms and such conduct will not constitute infringement, misappropriation or other violation of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party the Intellectual Property RightsRights of any Person when conducted by Buyer in substantially the same manner, and (B) has not constituted and does not constitute unfair competition or unfair trade practices under the applicable Law Laws of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge jurisdiction. Neither Seller nor any of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company its Subsidiaries has not been sued in any Proceeding or received written notice alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate from any Intellectual Property of any other person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(iiPerson (1) of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights or claiming the operation of the Business, as previouslyor any Transferred Technology, currently conductedTransferred PCIe Assets, Licensed Technology or as proposed to be conductedBusiness Products infringes, infringes misappropriates or misappropriates otherwise violates or constitutes the unauthorized use of any Third Party Intellectual Property RightsRights of any Person or constitutes unfair competition or trade practices under the Laws of any jurisdiction (nor does Seller have Knowledge of any basis therefor) or (2) demanding or offering to license to Seller or any of its Subsidiaries any Intellectual Property Rights in connection with the Business. To Seller’s Knowledge, no item of Transferred IP, nor any item of Licensed IP, is subject to any Action or outstanding Order or settlement agreement or stipulation in litigation that restricts in any manner the use, provision, transfer, assignment or licensing thereof by Seller or any of its Subsidiaries or may affect the validity, use, ownership, registerability or enforceability of such Transferred IP or Licensed IP.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(iThe Companies have not (i) to the Knowledge of the Disclosure ScheduleCompanies, to the knowledge of the Companyinfringed, there is no unauthorized use, unauthorized disclosure, infringement (ii) misappropriated or misappropriation (iii) otherwise violated any Intellectual Property Right of any material Company-Owned IP Rights by any third partyother Person. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the The operation of the Business including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights and (ii) the Company’s use of any product, device, process or service used in the Business Businesses as previously conducted, currently conducted and or as proposed to be conducted, conducted has not, does not and to the Knowledge of the Companies, will not infringe (directly or indirectly1) violate, including via contribution or inducement)infringe, misappropriate or violate unlawfully use any Third Party Intellectual Property RightsRight of any third party, breach (2) constitute any terms contributory infringement of serviceor inducement to infringe, click-through agreement misappropriate or unlawfully use any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property RightsRight of any third party, and does not or (3) constitute unfair competition or unfair trade practices under the applicable Law laws of any jurisdiction in which jurisdiction. There is no substantial basis for a claim that the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge operation of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) business of the Disclosure ScheduleCompanies (A) is violating, since January 1infringing, 2018misappropriating or unlawfully using or has violated, the Company infringed on, misappropriated or unlawfully used any Intellectual Property Right of a third party, (B) constitutes or has not been sued in or will constitute any Proceeding contributory infringement of or received written notice alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would inducement to infringe, misappropriate, misappropriate or violate unlawfully use any Intellectual Property of any other person third party, or entity. Except (C) constitutes or has or will constitute unfair competition or unfair trade practices under the laws of any jurisdiction; provided, however, that the representations in relation this sentence, to the items disclosed on Schedule 3.12(d)(iiextent applicable to infringement (including contributory infringement and inducement to infringe) are to the to the Knowledge of the Disclosure ScheduleCompanies. No infringement, misappropriation or similar claim or Proceeding is pending or, to the Company has Knowledge of the Companies threatened in writing, against either of the Companies or any Person who may be entitled to be indemnified or reimbursed by either of the Companies to such claim or Proceeding. The Companies have not received any opinion written notice or other written communication relating to any actual, alleged or suspected infringement, misappropriation or violation of counsel that any Company Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property RightsRight of another Person.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. The Company has not received any notice or communication indicating or alleging that the Disclosure Schedule, since January 1, 2018, the Company is infringing or misappropriating any Third-Party Intellectual Property. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property, and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conductedconducted by the Company, has not, does not not, and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are developed, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the The Company has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Company-Owned Intellectual Property or Company Product is subject to any Legal Proceeding, Order, or settlement agreement to which the Company is a party, that restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) use, transfer or licensing thereof by the Company, or that may adversely affect the validity, use or enforceability of the Disclosure Schedule, the any Company-Owned Intellectual Property or Company Product. The Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Business, as previously, previously or currently conducted, or as currently proposed to be conducted, conducted infringes or misappropriates any Third Third-Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) To the Knowledge of the Disclosure Schedule, to the knowledge of the CompanyPrincipal Sellers, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. To the Knowledge of the Disclosure SchedulePrincipal Sellers, since January 1, 2018the Company has no Liability for infringement or misappropriation of any Third-Party Intellectual Property. To the Knowledge of the Principal Sellers, the operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conductedcurrently conducted by the Company, has not, does not and will does not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the The Company has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except in relation No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or, to the items disclosed on Schedule 3.12(d)(ii) Knowledge of the Disclosure SchedulePrincipal Sellers, right, that restricts in any manner the use, transfer or licensing thereof by the Company, or that may affect the validity, use or enforceability of any Company Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Businessbusiness of the Company, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third Third-Party Intellectual Property Rights.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of To the Disclosure Schedule, to the knowledge Knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, dilution, misappropriation or misappropriation other violation of any material Company-Owned IP Rights Intellectual Property by any third partyother Person. Except as disclosed on Schedule 3.12(d)(ii) Neither the Company nor any of the Disclosure ScheduleSubsidiaries has brought any Legal Proceeding for infringement, since January 1dilution, 2018misappropriation or other violation of any Company-Owned Intellectual Property. To the Knowledge of the Company, neither the Company nor any of the Subsidiaries has any Liability for infringement, dilution, misappropriation or other violation of any Third-Party Intellectual Property. To the Knowledge of the Company, the operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the Company’s or any of the Subsidiaries’ use of any product, device, process or service used in the Business as previously conducted, conducted and currently conducted and as proposed to be conducted, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), dilute, misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which practices. Neither the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge nor any of the Company, there is no reasonable basis for Subsidiaries has been sued in any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, Legal Proceeding or since January August 1, 2018, the Company has not been sued in received any Proceeding or received written notice communications (including any third-party reports by users) alleging that the Company any of the Subsidiaries has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property Rights of any other person Person. No Company-Owned Intellectual Property or entity. Except Company Product is subject to any Legal Proceeding, Order, or settlement agreement that restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) use, transfer or licensing thereof by the Company or any of the Disclosure ScheduleSubsidiaries, or that may affect the validity, use or enforceability of any Company-Owned Intellectual Property. Neither the Company nor any of the Subsidiaries has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Business, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes infringes, dilutes, misappropriates or misappropriates violates any Third Third-Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure ScheduleSeller has not brought any action, to the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, suit or proceeding against any third party for infringement or misappropriation of any material Company-Owned IP Rights by any third partyBusiness Intellectual Property. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure ScheduleThe Business Products, since January 1, 2018, and the operation of the Business Acquired Business, including (i) the design, development, manufacturingmanufacture, reproductioncoding, marketing, licensinguse, sale, provision, offer for sale, importation, distribution, provision and/or use to sell and distribution of any Company Product and/or Company-Owned IP Rights and Business Products, to Seller’s knowledge (ii) the Company’s use of but without having conducted any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conductedpatent search), has notnot and is not infringing, does not misappropriating or violating and will not infringe (directly or indirectly, including via contribution or inducement)infringe, misappropriate or violate any Third Party when conducted in substantially the same manner by Buyer following the Closing, the Intellectual Property RightsRights of any third party, breach has not and does not violate any terms right of serviceany person (including any right to privacy or publicity), click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, has not and does not constitute unfair competition or unfair trade practices under the applicable Law Legal Requirements of any jurisdiction in which the Company conducts the Business jurisdiction. No claim or in which Company Products are marketedaction has been brought or asserted against Seller by, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in any Proceeding or received written notice alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company Seller has not received notice or any opinion other overt threats, including indemnification claims, from any third party (nor does Seller have knowledge of counsel any reasonable basis therefor), (i) challenging the Business Intellectual Property, (ii) inviting Seller to license such third party's Intellectual Property Rights in connection with the Acquired Business, or (iii) claiming that any Company Business Product or Company-Owned IP Rights or the operation of the Acquired Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates the Intellectual Property Rights of any Third Party third party, violates the rights of any third party (including any right to privacy or publicity), or constitutes unfair competition or trade practices under the Legal Requirements of any jurisdiction (nor does Seller have knowledge of any reasonable basis therefor). There are no forbearances to xxx, consents, settlement agreements, judgments, orders or similar obligations, other than the Business Intellectual Property Agreements set forth on Section 3.15(h) of the Seller Disclosure Schedule, that do or may: (x) restrict the rights of Seller to use, transfer, license or enforce any of the Business Intellectual Property, (y) restrict the conduct of the Acquired Business in order to accommodate a third party's Intellectual Property Rights, or (z) grant any third party any right with respect to any Business Intellectual Property, other than non-disclosure agreements, evaluation licenses and non-exclusive end-user licenses or service agreements granted in the ordinary course of business consistent with past practice.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) To the Knowledge of the Disclosure Schedule, to the knowledge of the CompanySeller, there is no no, nor has there been, any, unauthorized use, unauthorized disclosure, infringement infringement, misappropriation, or misappropriation other violation of any material Company-Seller Owned IP Rights Intellectual Property by any third party, and Seller has not brought any Action or Proceeding concerning the same. Except as disclosed on Schedule 3.12(d)(ii) Seller has no Liability, and has not been subject to any actual or threatened Action or Proceeding, for actual or alleged infringement, misappropriation, or other violation by Seller of the Disclosure Schedule, since January 1, 2018, the any Intellectual Property Right of a third party. The operation of the Business as currently conducted or as currently contemplated to be conducted, including (i) but not limited to the design, development, manufacturinguse, reproductionimport, branding, advertising, promotion, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use distribution and sale of any Company Product and/or Company-Owned IP Rights and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conductedSeller Products, has not, does not and will does not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third Party Intellectual Property RightsRight of any Person, breach violate any right of any Person (including any right to privacy or publicity), constitute unfair competition or trade practices under the Laws of any jurisdiction, or violate any Seller Intellectual Property Agreements or other terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property, provided that the foregoing is qualified to the Knowledge of Seller with respect to Patents. Seller has not received notice from any Person: (i) claiming that Seller Product, or the operation of the Business infringes or misappropriates any Intellectual Property Rights, and does not constitute Right of any Person or constitutes unfair competition or unfair trade practices under the applicable Law Laws of any jurisdiction in which the Company conducts the Business jurisdiction; or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected (ii) including any offer to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in any Proceeding or received written notice alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate license any Intellectual Property Rights of any other person Person in the context of a possible need to do so to avoid infringement. No Seller Intellectual Property or entitySeller Product is subject to any legal proceeding, order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by Seller, or that may affect the validity, use or enforceability of any Seller Intellectual Property. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company Seller has not received any opinion of counsel that any Company Seller Product or Company-Seller Owned IP Rights Intellectual Property or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, violation or misappropriation of any material Company-Company Owned IP Rights Intellectual Property (including any applicable Transferred Assets) by any third party. Except In the three (3) years prior to the date of this Agreement, there has not been any Legal Proceeding for infringement, violation or misappropriation of any Company Owned Intellectual Property (including any applicable Transferred Assets. The Company (including as disclosed on Schedule 3.12(d)(ii) a successor to any of the Disclosure ScheduleTransferred Assets) does not have any liability for infringement, since January 1, 2018violation or misappropriation of any Intellectual Property Rights of any third party. To the Company's knowledge, the operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Product, Company Owned IP Rights and (ii) the Company’s use of any product, device, process or service used in the Business Intellectual Property as previously conducted, currently conducted and as proposed to be conductedcurrently conducted by the Company, has not, does not and will does not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Party Intellectual Property Rights, breach Rights of any terms third party. The Company (nor Parent with respect to any of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(iiTransferred Assets) of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in any Legal Proceeding or received any written notice communications (including any third party reports by users) alleging that the Company (or Parent with respect to any applicable Transferred Assets) has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the No Company has not received any opinion of counsel that any Owned Intellectual Property or Company Product is subject to any Legal Proceeding, judgment, writ, decree, stipulation, determination, decision, award, rule, preliminary or Company-Owned IP Rights permanent injunction, temporary restraining order or other order of any governmental Entity or arbitrator (“Order”), settlement agreement or right that restricts in any manner the operation of the Businessuse, as previously, currently conductedtransfer, or as proposed to be conductedlicensing thereof or that may adversely affect the validity, infringes use or misappropriates enforceability of any Third Party such Company Owned Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(iset forth in Section 3.18(j) of the Disclosure Schedule, to the knowledge Knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(iiset forth in Section 3.18(j) of the Disclosure Schedule, since January 1neither the Company nor any Subsidiary has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Except as set forth in Section 3.18(j) of the Disclosure Schedule, 2018, neither the Company nor any Subsidiary has any liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the Company’s and each Subsidiary’s use of any product, device, process or service used in the mophie Business as previously conducted, currently conducted and as proposed to be conductedcurrently conducted by the Company and each Subsidiary, has not, does not and will does not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claimsagreement. Except as disclosed on Schedule 3.12(d)(iiset forth in Section 3.18(j) of the Disclosure Schedule, since January 1, 2018, neither the Company nor any Subsidiary has not been sued in any Legal Proceeding or received any written notice communication (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except in relation to the items disclosed as set forth on Schedule 3.12(d)(iiSection 3.18(j) of the Disclosure Schedule, no Company-Owned Intellectual Property or Company Product is subject to any Legal Proceeding, order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Subsidiary, or that may affect the validity, use or enforceability of any Company-Owned Intellectual Property. To the Knowledge of the Company, no Company Intellectual Property other than Company-Owned Intellectual Property is subject to any Legal Proceeding, order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Subsidiary, or that may affect the validity, use or enforceability thereof. The Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Businessmophie Business by the Company and its Subsidiaries, as previously, previously or currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Third-Party Intellectual Property Rights.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) Neither the Company nor any of the Disclosure ScheduleSubsidiaries has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Neither the Company nor any of the Subsidiaries has any Liability for infringement or misappropriation of any Third-Party Intellectual Property or for unfair competition or unfair trade practices under the Applicable Law of any jurisdiction, since January 1, 2018, nor has it received any notice or communication indicating or alleging the same. The operation of the Business Business, as previously or currently conducted by the Company and its Subsidiaries including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the Company’s and any of the Subsidiaries’ use of any product, device, process or service used in the Business as previously or currently conducted, or as currently conducted and as proposed to be conductedconducted pursuant to the Roadmap by the Company and any of the Subsidiaries, has have not, does do not and will not (A) infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, (B) breach any terms of service, click-through agreement or any other agreement or rulesrules that, policies in each case, legally bind the Company or guidelines its Subsidiaries and are applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not or (C) constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) Neither the Company nor any of the Disclosure Schedule, since January 1, 2018, the Company Subsidiaries has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company has or any of the Subsidiaries have infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Third-Party Intellectual Property. No Company Intellectual Property is subject to any Legal Proceeding or Order that restricts in any manner the use, transfer or licensing thereof by the Company or any of the Subsidiaries, or that may affect the validity, use or enforceability of any other person or entityCompany Intellectual Property. Except in relation to Neither the items disclosed on Schedule 3.12(d)(ii) Company nor any of the Disclosure Schedule, the Company Subsidiaries has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Businessbusiness of the Company or any of the Subsidiaries, as previously, previously or currently conducted, or as currently proposed to be conductedconducted by the Company or its Subsidiaries, infringes infringes, misappropriates or misappropriates otherwise violates any Third Third-Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) No Acquired Company has brought any Legal Proceeding for infringement or misappropriation of the Disclosure Schedule, since January 1, 2018, the any Company-Owned Intellectual Property. No Acquired Company has Liability for infringement or misappropriation of any Third-Party Intellectual Property Rights. The operation of the Business including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the Company’s Acquired Companies’ use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conducted, conducted by the Acquired Companies has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or binding agreement, rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company conducts Acquired Companies conduct the Business or in which Company Products are manufactured, marketed, distributed, used, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since Since January 1, 20182017, the no Acquired Company has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the an Acquired Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) use, transfer or licensing thereof by an Acquired Company, or that may affect the validity, use or enforceability of the Disclosure Schedule, the any Company Intellectual Property. No Acquired Company has not received any opinion of counsel that regarding any actual or potential infringement or misappropriation of any Third-Party Intellectual Property Rights arising from or relating to design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Business, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property Rights.

Non-Infringement. Except Other than as disclosed on referred to in Schedule 3.12(d)(i2.8(h) of the Company Disclosure ScheduleLetter, to the knowledge Knowledge of the CompanyCompany and the Israeli Subsidiary, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation or other violation of any material Company-Company Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) , including any current or former employee of the Disclosure ScheduleCompany or the Israeli Subsidiary. Neither the Company nor the Israeli Subsidiary has not brought any action, since January 1suit or proceeding against any third party for infringement or misappropriation of any Company Owned Intellectual Property or breach of any Company Intellectual Property Agreement. Neither the Company Products nor any Company owned or, 2018to the Company’s Knowledge, licensed content provided by the Company and contained in the Company Products (and, with respect to Patents and registered trademarks only, to the Knowledge of the Company) are infringing, misappropriating or violating and have not infringed, misappropriated or violated the Intellectual Property of any third party. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Company Owned IP Rights Intellectual Property, and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conducted, has not, by the Company or the Israeli Subsidiary does not and will not infringe (directly or indirectly, including via contribution or inducement)infringe, misappropriate or violate violate, and has not infringed, misappropriated or violated any Third Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which Property. Neither the Company conducts nor the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company Israeli Subsidiary has not been sued in any Proceeding action, suit or proceeding or received any written notice communications (including any third party reports by users) alleging that the Company or the Israeli Subsidiary has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person. No Company Owned Intellectual Property or entity. Except Company Product is subject to any Legal Proceeding, Order, judgment, settlement agreement or stipulation adversely affecting in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, any other than immaterial manner the Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) Neither the Company nor any Subsidiary has brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. Neither the Disclosure Schedule, since January 1, 2018, the Company nor any Subsidiary has any Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (ii) the Company’s and each Subsidiary’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conductedconducted by the Company and each Subsidiary, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company or any Subsidiary conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, Neither the Company nor any Subsidiary has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) use, transfer or licensing thereof by the Company or any Subsidiary, or that may affect the validity, use or enforceability of the Disclosure Schedule, the any Company Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of business of the BusinessCompany or any Subsidiary, as previously, previously or currently conducted, or as currently proposed to be conductedconducted by the Company or any Subsidiary, infringes or misappropriates any Third Third-Party Intellectual Property Rights.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, dilution, tarnishment, violation or misappropriation (collectively, “Infringement” and cognate terms have cognate meanings) of any material Company-Owned IP Rights Intellectual Property by any third partyPerson. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since Since January 1, 20182015, neither the Company nor any Subsidiary has brought any Legal Proceeding for Infringement of any Company-Owned Intellectual Property. The operation of the Business Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or and provision, and other exploitation of any Company Product or Company-Owned Intellectual Property (individually or in combination) or use of any Company Product and/or or Company-Owned IP Rights Intellectual Property (individually or in combination) and (ii) the Company’s and the Subsidiaries’ use of any product, device, process or service used in the Business Business, in each case (i) and (ii) as previously conductedconducted since January 1, currently conducted and as proposed to be conducted2015 by the Company or any Subsidiary, has not, not and does not and will not infringe (A) Infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate ) any Third Third-Party Intellectual Property RightsProperty, (B) breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property Rightsby the Company, and does not or (C) constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company or any Subsidiary conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since Since January 1, 20182015, neither the Company nor any Subsidiary has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company or any Subsidiary has infringedInfringed, misappropriated, or violated is Infringing or, by conducting the Business, would infringe, misappropriate, or violate Infringe any Intellectual Property of any other person or entityPerson. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or No Company-Owned IP Rights Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the operation of use, transfer or licensing thereof by the Business, as previously, currently conductedCompany, or as proposed to be conductedthat may affect the ownership, infringes validity, use or misappropriates enforceability of any Third Party Company-Owned Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to the knowledge of the Company, there There is no current unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Company Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(ii) The Company has not brought any Legal Proceeding for infringement or misappropriation of the Disclosure Schedule, since January 1, 2018, the any Company Owned Intellectual Property. The Company has no Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business Business, including but not limited to (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, display, provision and/or use of any Company Product and/or Company Owned Intellectual Property (and to the Knowledge of the Company-Owned IP Rights , any other Company Intellectual Property) and (ii) the Company’s use of any content, product, device, process or service used in the Business as previously conducted, conducted in the past four years and as currently conducted and as proposed to be conductedby the Company, has not, not and does not and will not infringe (directly or indirectly, including via contribution or inducement)infringe, misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the The Company has not been sued in any Legal Proceeding or received any written notice communications (including any third-party reports by users) alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order or settlement agreement or right that restricts in relation to any manner the items disclosed on Schedule 3.12(d)(ii) use, transfer or licensing thereof by the Company, or that affects the validity, use or enforceability of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement infringement, misappropriation or misappropriation other violation of any material Company-Owned IP Rights Intellectual Property by any third party. Except as disclosed on Schedule 3.12(d)(iiThe Company has not sent a notice to any third party alleging infringement, misappropriation or other violation of any Company-Owned Intellectual Property. The Company has not brought any Legal Proceeding for infringement, misappropriation or other violation of any Company-Owned Intellectual Property. The Company does not have any Liability for infringement, misappropriation or other violation of any Third-Party Intellectual Property. None of (i) of the Disclosure ScheduleCompany Products, since January 1, 2018, (ii) the Company-Owned Intellectual Property nor (iii) the operation of the Business Business, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (iiB) the Company’s use of any product, device, process or service used in the Business as previously conducted, as currently conducted and as currently proposed to be conductedconducted (with respect to any Company Products or as otherwise specifically described in the Product Roadmap) by the Company, has nothas, does not and or will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or otherwise violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not nor constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, sold and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the The Company has not been sued involved in any Legal Proceeding or received any written notice or, to the knowledge of the Company, other communications (including any third-party reports by users) alleging that the Company has infringed, misappropriated, or otherwise violated or, by conducting the Business, would infringe, misappropriate, or otherwise violate any Intellectual Property of any other person Person or entity. Except in relation No Company-Owned Intellectual Property, Company Product, or to the items disclosed on Schedule 3.12(d)(ii) knowledge of the Disclosure ScheduleCompany, Third-Party Intellectual Property that is licensed to the Company and incorporated into or used in the development of any Company Product, is subject to any Legal Proceeding, Order, settlement agreement or similar right that restricts in any manner the use, transfer or licensing thereof by the Company, or that may affect the validity, use or enforceability of any Company Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Business, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes infringes, misappropriates or misappropriates otherwise violates any Third Third-Party Intellectual Property RightsProperty.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to To the knowledge of the CompanyEQ, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights by any third party. Except as disclosed on Schedule 3.12(d)(ii) E’s use of the Disclosure ScheduleEQ IP (but not to the extent infringement arises solely by reason of Quad/COF Technology or Applicable Commercial Improvements provided or made by E or on its behalf, since January 1, 2018, on which the Quad/COF Technology or Applicable Commercial Improvements were based) pursuant to this Agreement in the operation of the Business Quad/COF Technology and any Applicable Commercial Improvements as it is contemplated to be conducted following the Effective Date, including (i) but not limited to the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Applicable Commercial Improvements to manufacture Wafers for use in the Licensed Products does not, and will not, infringe or misappropriate any Intellectual Property Rights and (ii) the Company’s use of any productThird Party, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conducted, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any right of any Third Party (including any right to privacy or publicity), or constitute unfair competition or trade practices under the laws of any jurisdiction. Without limiting the foregoing, EQ has not received notice from any Person claiming that such operation or any act, product, Intellectual Property Rights, breach any terms of serviceTechnology or service by EQ (including products, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute Technology or services currently under development) infringes or misappropriates any Intellectual Property rights of any Person, violates any right of any Person or constitutes unfair competition or unfair trade practices under the applicable Law laws of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to (nor does EQ have knowledge of any basis therefor). To the knowledge of EQ, no Person is infringing or misappropriating any EQ IP. Provided that if any person claims that any E IP infringes third party Intellectual Property Rights, E will indemnify and hold EQ harmless, on demand, against all proceedings, losses, liabilities, damages and costs (including legal costs) incurred to address, defend or resolve such claim, and any amounts paid in this regard will be excluded from calculations as to whether any maximum liability amount has been reached notwithstanding this or any other agreement. Additionally, EQ’s royalty payment obligations are reduced to the Companyextent of any ongoing loss, there is no reasonable basis liabilities, cost or damage suffered by EQ (including license fees paid or payable to the relevant third parties) for any such claims. Except as disclosed on Schedule 3.12(d)(ii) continued use of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in any Proceeding or received written notice alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party relevant Intellectual Property Rights.

Non-Infringement. Except as disclosed on Schedule 3.12(d)(i(i) of Neither the Disclosure Schedule, to the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, Company nor any Subsidiary has brought any Legal Proceeding for infringement or misappropriation of any material Company-Owned IP Rights by Intellectual Property. Neither the Company nor any third partySubsidiary has any adjudicated or outstanding (including settlements), but unpaid, Liabilities for infringement or misappropriation of any Third-Party Intellectual Property. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the The operation of the Business Business, including (iA) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights Intellectual Property and (iiB) the Company’s and each Subsidiary’s use of any product, device, process or service used in the Business as previously conducted, currently conducted conducted, and as proposed by the Company to be conductedconducted and each Subsidiary, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Third-Party Intellectual Property RightsProperty, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Third-Party Intellectual Property RightsProperty, and does not constitute unfair competition or unfair trade practices under the applicable Applicable Law of any jurisdiction in which the Company and any Subsidiary conducts the Business its business or in which Company Products are manufactured, marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material sold and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, Neither the Company nor any Subsidiary has not been sued in any Legal Proceeding or received any written notice communications (including any third party reports by users) alleging that the Company or any Subsidiary has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person Person or entity. Except in relation No Company-Owned Intellectual Property or Company Product, or to the items disclosed on Schedule 3.12(d)(ii) Knowledge of the Disclosure ScheduleCompany, any Company Intellectual Property, is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company or any Subsidiary, or that may affect the validity, use or enforceability of any Company Intellectual Property. Neither the Company nor any Subsidiary has not received any opinion of counsel that any Company Product or Company-Owned IP Rights Intellectual Property or the operation of the Businessbusiness of the Company or any Subsidiary, as previously, previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third Third-Party Intellectual Property Rights.