Common use of Registered Intellectual Property Clause in Contracts

Registered Intellectual Property. Schedule 3.18(a) of the Company Disclosure Schedule is a complete and accurate list of (i) all Registered Intellectual Property in which any Contributed Company has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person or otherwise) and all unregistered trademarks, service marks, trade names, logos, or corporate names used by any Contributed Company, (ii) the jurisdictions in which each such item of Registered Intellectual Property has been registered or filed, dates issued, the owners of record and the applicable registration or serial number, and (iii) any other Person that has an ownership interest in such item of Registered Intellectual Property and the nature of such ownership interest. Schedule 3.18(a) of the Company Disclosure Schedule also lists all actions that are required to be taken by any Contributed Company within 120 days of the date hereof with respect to such Registered Intellectual Property in order to avoid prejudice to, impairment or abandonment of such Registered Intellectual Property. Each Contributed Company has taken, or caused to be taken, reasonable actions to maintain any Registered Intellectual Property. All registration, maintenance and renewal fees currently due in connection with such Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with such Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such Registered Intellectual Property and recording the Contributed Companies’ ownership interests therein. To the Company’s Knowledge, no Events have occurred and no facts, information or circumstances exist that would render any of the material Registered Intellectual Property invalid or unenforceable, or would affect any pending application for any material Registered Intellectual Property.

Registered Intellectual Property. Schedule 3.18(a) Section 4.12.1 of the Company Disclosure Schedule is a complete and accurate list of Schedules lists all (i) all Business Registered Intellectual Property (including the jurisdictions in which it has been issued or registered or in which any Contributed Company application for such issuance and registration has been filed, the record owner and the applicable registration, application or purports to have an ownership interest serial number or similar identifier) as of any nature (whether exclusively, jointly with another Person or otherwise) and all unregistered trademarks, service marks, trade names, logos, or corporate names used by any Contributed Companythe date of this Agreement, (ii) any proceedings or actions before any court, tribunal, or Governmental Body involving any of the jurisdictions in which each such item of Business Registered Intellectual Property has been registered or filedProperty, dates issued, the owners of record and but excluding non-final routine prosecution proceedings before the applicable registration or serial number, Governmental Body not involving a third party and (iii) any other Person that has an ownership interest material unregistered trademarks included in such item of Registered Intellectual Property and the nature of such ownership interest. Schedule 3.18(a) of the Company Disclosure Schedule also lists all actions that are required to be taken by any Contributed Company within 120 days of the date hereof with respect to such Registered Intellectual Property in order to avoid prejudice to, impairment or abandonment of such Registered Business-Utilized Intellectual Property. Each Contributed Company has taken, or caused to be taken, reasonable actions to maintain any item of Business Registered Intellectual PropertyProperty is valid, subsisting, and excluding pending applications, enforceable. All registration, maintenance and renewal fees currently due in connection with such Business Registered Intellectual Property have been paid paid, and all documents, recordations and certificates in connection with such other deadlines for maintaining and/or prosecuting the Business Registered Intellectual Property currently required up to be filed and including the Closing Date have been filed with satisfied. There are no actions that must be taken within one hundred twenty (120) days of the relevant patentdate hereof, copyrightincluding the payment of any registration, trademark maintenance or other authorities in renewal fees or the United States filing of any documents, applications or foreign jurisdictions, as the case may be, certificates for the purposes of prosecutingmaintaining, maintaining and perfecting such or preserving or renewing any Business Registered Intellectual Property and recording the Contributed Companies’ ownership interests thereinProperty. To the CompanySeller’s Knowledge, there exist no Events have occurred and no factsmaterials, information, facts or circumstances, including any information or circumstances exist fact that would constitute prior art, that would render any of the material Business Registered Intellectual Property that is not an application invalid or unenforceable, or would adversely affect any pending application for any Business Registered Intellectual Property. The Seller has not received and has no Knowledge of any written notice or claim challenging or questioning the validity or enforceability or alleging the misuse of any Business Registered Intellectual Property. No Business Registered Intellectual Property has been or is now involved in any interference, reissue, re-examination, inter-partes review, post-grant review, or opposition proceeding. No event or circumstance (including a failure to exercise adequate quality controls and an assignment in gross without the accompanying goodwill) has occurred or exists that has resulted in, or could reasonably be expected to result in, the abandonment of any material trademark (whether registered or unregistered) included in the Business Intellectual Property. No Business ​ Registered Intellectual Property at any time has been cancelled, abandoned, allowed to lapse or not renewed, except where the Seller has, in its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such Business Registered Intellectual Property.

Registered Intellectual Property. Schedule 3.18(aSection 3.11(b) of the Company Seller Disclosure Schedule is a complete and accurate list of lists (i) all Seller Registered Intellectual Property in which Property, indicating for each item the registration or application number, any Contributed Company has filing or purports to have an ownership interest of any nature registration dates, and the applicable filing jurisdiction; and (whether exclusively, jointly with another Person or otherwiseii) and all material unregistered trademarks, service marks, trade names, logos, or corporate names and other indicia of origin used by Seller, including any Contributed Company, (ii) marks included on Seller Products bearing the jurisdictions in which each such ™ designation. Each item of Seller Registered Intellectual Property has been registered or filed, dates issued, the owners of record and the applicable registration or serial numberis valid, and to the Knowledge of Seller, enforceable and subsisting (iii) any other Person that has an ownership interest or in such item the case of Registered Intellectual Property and the nature of such ownership interest. Schedule 3.18(a) of the Company Disclosure Schedule also lists all actions that are required to be taken by any Contributed Company within 120 days of the date hereof with respect to such Registered Intellectual Property in order to avoid prejudice toapplications, impairment or abandonment of such Registered Intellectual Property. Each Contributed Company has taken, or caused to be taken, reasonable actions to maintain any Registered Intellectual Propertyapplied for). All registration, maintenance and renewal fees currently due in connection with such Seller Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with such Seller Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark Governmental Authority or other authorities in the United States or foreign jurisdictions, as the case may bePerson, for the purposes of prosecuting, maintaining and perfecting such Seller Registered Intellectual Property and recording the Contributed Companies’ Seller’s ownership interests therein. There are no actions that must be taken by Seller within one-hundred twenty (120) days of the Closing Date, including the payment of any registration, maintenance or renewal fees or the filing of any responses to USPTO office actions (or actions of any equivalent authority anywhere in the world), documents, applications or certificates for the purposes of obtaining, maintaining, perfecting or preserving or renewing any Registered Intellectual Property Rights. To the Company’s KnowledgeKnowledge of Seller, there is no Events have occurred and no facts, information or circumstances exist fact that would render any of the material Seller Registered Intellectual Property invalid or unenforceable, or would adversely affect any pending application for any material Seller Registered Intellectual Property, and Seller has not misrepresented or failed to disclose, and to the Knowledge of Seller, there has been no misrepresentation or failure to disclose, any fact or circumstances in any application for any Seller Registered Intellectual Property that would constitute fraud, or a misrepresentation with respect to such application or that would otherwise affect the validity or enforceability of any Seller Registered Intellectual Property.

Registered Intellectual Property. Schedule 3.18(aSection 3.16(a) of the Company Disclosure Schedule is sets forth a true, correct and complete list and accurate list description of the following Intellectual Property that, in each case, has been registered (ior, as applicable, applied for) by a Company Entity: (A) all Patents, (B) all Trademark registrations and pending Trademark registration applications, (C) all copyright registrations and pending copyright registration applications, and (D) all domain name registrations and pending domain name registrations (collectively, the “Registered Intellectual Property”), along with all material unregistered Trademarks. For each item of Registered Intellectual Property, Section 3.16(a) of the Disclosure Schedule lists (x) the record owner of such item, and, if different, the legal owner and beneficial owner of such item, (y) the jurisdiction in which such item is issued, registered or pending and (z) the issuance, registration or application date and number of such item. All Registered Intellectual Property is currently in compliance with all formal legal requirements (including, as applicable, payment of filing, examination and maintenance fees, inventor declarations, proofs of working or use, timely post-registration filing of affidavits of use and incontestability, and renewal applications) to maintain such Registered Intellectual Property in which full force and effect. Except as set forth in Section 3.16(a) of the Disclosure Schedule, a Company Entity is the sole and exclusive owner of the Registered Intellectual Property and is entitled to use any Contributed Company and all such Registered Intellectual Property in connection with the current operation of the Business. All of the Owned Intellectual Property is valid, subsisting and enforceable, and no Owned Intellectual Property has ever been found invalid, unpatentable or purports to have an ownership interest unenforceable for any reason in any administrative, arbitration, judicial or other proceeding, except for rejections or refusals in connection with the prosecution of any nature (whether exclusively, jointly with another Person or otherwise) and all unregistered trademarks, service marks, trade names, logos, or corporate names used by any Contributed Company, (ii) the jurisdictions in which each such item of Registered Intellectual Property. No Registered Intellectual Property has been registered or filedis now involved in any interference, dates issuedreissue, the owners of record and the applicable registration re-examination, inter-partes review, post-grant review, or serial number, and (iii) any other Person that has an ownership interest in such item of opposition proceeding. No Registered Intellectual Property and the nature of such ownership interest. Schedule 3.18(a) of at any time has been cancelled, abandoned, allowed to lapse or not renewed, except where the Company Disclosure Schedule also lists all actions that are required Entities have, their reasonable business judgment, decided to be taken by any Contributed Company within 120 days of the date hereof with respect cancel, abandon, allow to such Registered Intellectual Property in order to avoid prejudice to, impairment lapse or abandonment of not renew such Registered Intellectual Property. Each Contributed Company has taken, or caused to be taken, reasonable actions to maintain any Registered Intellectual Property. All registration, maintenance and renewal fees currently due in connection with such Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with such Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such Registered Intellectual Property and recording the Contributed Companies’ ownership interests therein. To the Company’s Knowledge, no Events have occurred and no facts, information or circumstances exist that would render any of the material Registered Intellectual Property invalid or unenforceable, or would affect any pending application for any material Registered Intellectual Property.

Registered Intellectual Property. Schedule 3.18(aAll (i) registered Trademarks and Internet domain names and applications to register Trademarks and Internet domain names, (ii) Patents and Patent applications, (iii) registered Copyrights and applications to register Copyrights and (iv) other registrations or applications for the registration of Intellectual Property, in all cases included in the Company Disclosure Owned Intellectual Property are set forth on the Intellectual Property Schedule (collectively, the “Company Registered Intellectual Property”). The Intellectual Property Schedule also sets forth material unregistered and common law trademarks and service marks used by the Company or any Company Subsidiary in the conduct of their business and, for each item of Company Registered Intellectual Property, as applicable, the title, application number, filing date, issuance or grant date, jurisdiction, and registration number. Each item of Company Registered Intellectual Property is subsisting and in good standing. Each item of Company Registered Intellectual Property that has been issued, registered or granted is valid and enforceable. No item of Company Registered Intellectual Property has lapsed, expired, or been abandoned, revoked, cancelled or finally rejected. With respect to the Trademarks included in the Company Registered Intellectual Property, Company and its Subsidiaries have taken reasonable and customary measures and precautions necessary to protect and maintain such Trademarks and the full value of all goodwill associated with such Trademarks. The Company, its Subsidiaries and its/their agents and counsel have not misrepresented, or failed to disclose, any facts or information in any application for any Company Registered Intellectual Property that would constitute Fraud, a misrepresentation or other inequitable conduct with respect to such application or that would otherwise affect the enforceability of any Company Registered Intellectual Property. With respect to each item of Company Registered Intellectual Property, neither the Company nor any of its Subsidiaries has received notice of any inventorship challenge, opposition, cancellation, inter partes reviews, derivative proceeding, re-examination (including supplemental re-examination), post-grant review, interference, invalidity, unenforceability, or other action or proceeding before any Governmental Body. With respect to each item of Company Registered Intellectual Property, all necessary filing, examination, registration, maintenance, renewal and other fees and taxes due on or prior to the Closing Date have been timely paid in full, and all necessary documents (including responses to office actions and other correspondence from a Governmental Body) and certificates have been timely filed with all relevant Governmental Bodies for the purposes of maintaining such Intellectual Property, in each case in accordance with applicable Law and to avoid loss or abandonment thereof. With respect to Company Registered Intellectual Property, all foreign filing licenses have been properly and timely applied for and obtained from the relevant Governmental Body in accordance with applicable Law. The records shown in each Governmental Body with respect to all Company Registered Intellectual Property are current and accurate (including records regarding the change of ownership and assignments) and, such records show the Company as the record owner and assignee of each item of Company Registered Intellectual Property. The Intellectual Property Schedule contains a complete and accurate list of all actions known to the Company as of the Closing Date that must be taken within ninety (i90) all Registered Intellectual Property in which days after the Closing Date with respect to any Contributed Company has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person or otherwise) and all unregistered trademarks, service marks, trade names, logos, or corporate names used by any Contributed Company, (ii) the jurisdictions in which each such item of Registered Intellectual Property has been registered or filed, dates issued, the owners of record and the applicable registration or serial number, and (iii) any other Person that has an ownership interest in such item of Registered Intellectual Property and the nature of such ownership interest. Schedule 3.18(a) of the Company Disclosure Schedule also lists all actions that are required to be taken by any Contributed Company within 120 days of the date hereof with respect to such Registered Intellectual Property in order to avoid prejudice to, impairment or abandonment of such Registered Intellectual Property. Each Contributed Company has taken, including the payment of any filing, examination, registration, maintenance, renewal and other fees and taxes or the filing of any documents, applications, or caused to be taken, reasonable actions to maintain any Registered Intellectual Property. All registration, maintenance and renewal fees currently due in connection with such Registered Intellectual Property have been paid and all documents, recordations and certificates in connection with such Registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecutingmaintaining, maintaining and perfecting perfecting, preserving or renewing such Registered Intellectual Property and recording to avoid loss or abandonment thereof, in each case in accordance with applicable Law. No Patents in the Contributed Companies’ ownership interests therein. To the Company’s Knowledge, no Events have occurred and no facts, information or circumstances exist that would render any of the material Registered Company Owned Intellectual Property invalid or unenforceableare subject to any “License on Transfer” (aka “LOT”), network, or would affect commitment pursuant to which such Patents may not be enforced once the Patents are sold or assigned to any pending application for any material Registered Intellectual Propertyother Person.

Registered Intellectual Property. Schedule 3.18(aSection 3.16(a) of the Company Disclosure Schedule is Letter sets forth a true, correct and complete and accurate list of (i) all Company Registered Intellectual Property and identifying for Company Registered Intellectual Property: (A) the jurisdiction in which any Contributed Company has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person or otherwise) and all unregistered trademarks, service marks, trade names, logos, or corporate names used by any Contributed Company, (ii) the jurisdictions in which each such item of Company Registered Intellectual Property has been registered or filed, dates issued, the owners of record filed and the applicable application, registration or serial number, number and date; and (iiiB) the record owner and, if different, the legal owner and beneficial owner (and if any other Person that has an ownership interest in such item of Company Registered Intellectual Property Property, the identity of such other owner and the nature of such ownership interest) and (ii) all internet domain names registered by the Acquired Companies, including the domain name registrar. Schedule 3.18(a) of the Company Disclosure Schedule also lists all actions that are required to be taken by any Contributed Company within 120 days As of the date hereof with respect to such of this Agreement, the Company and its Subsidiaries have maintained all material Company Registered Intellectual Property in order to avoid prejudice tothe ordinary course consistent with reasonable business practices, impairment or and has used reasonable business judgement in its prosecution, maintenance, and abandonment of such Company Registered Intellectual Property. Each Contributed The Company has takenRegistered Intellectual Property is subsisting and, to the Knowledge of the Company, not invalid or caused unenforceable. Without limiting the generality of the foregoing, except as would not reasonably be expected to be taken, reasonable actions have a Company Material Adverse Effect: (i) with respect to maintain any each item of Company Registered Intellectual Property, all necessary: (A) fees, payments and filings have been timely submitted to the relevant Governmental Authority or domain name registrar; and (B) other actions have been timely taken, in the case of each of clauses “(A)” and “(B),” to maintain each such item of Company Registered Intellectual Property in full force and effect; and (ii) no Legal Proceeding is pending or, to the Knowledge of the Company, threatened, in which the ownership, scope, validity or enforceability of any Company Intellectual Property is being, has been, or would reasonably be expected to be contested or challenged. All registrationExcept as would not reasonably be expected to have a Company Material Adverse Effect, maintenance (x) all assignments, documents and renewal fees currently due instruments necessary to perfect the rights of the Company or any of its Subsidiaries in connection with such any Company Registered Intellectual Property have been paid duly executed and all documentsvalidly delivered, recordations filed and certificates otherwise recorded in connection with such Registered Intellectual Property currently required to be filed have been filed a timely manner with the relevant patentappropriate Governmental Authority, copyright, trademark or other authorities and (y) each such recording is in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such Registered Intellectual Property and recording the Contributed Companies’ ownership interests therein. To the Company’s Knowledge, no Events have occurred and no facts, information or circumstances exist that would render any of the material Registered Intellectual Property invalid or unenforceable, or would affect any pending application for any material Registered Intellectual Propertycompliance with all applicable Laws.