Common use of Registered Intellectual Property Clause in Contracts

Registered Intellectual Property. Section 2.13(b) of the Disclosure Letter (i) sets forth a complete list of all of the following Company-Owned Intellectual Property, whether U.S. or foreign: (A) patents, patent applications (including provisional applications); (B) registered trademarks, applications to register trademarks, intent-to-use applications, or other registrations related to trademarks; (C) registered copyrights and applications for copyright registration; (D) Internet Domain name registrations; and (E) any other Company-Owned Intellectual Property that is the subject of an application, certificate or registration issued by or recorded by any state, government or other public legal authority (all of the foregoing, the "REGISTERED INTELLECTUAL PROPERTY") and (ii) specifies, where applicable, the jurisdictions in which each such Intellectual Property rights have been issued or registered or in which an application for such issuance and registration has been filed including the respective registration or application for such issuance and registration has been filed, including the respective registration or application numbers and the names of all registered owners. Section 2.13(b) of the Disclosure Letter lists any proceedings or actions before any court, tribunal (including the United States Patent Office or equivalent authority anywhere in the world) related to any of the Registered Intellectual Property. Skillscape has complied with all applicable disclosure requirements and has not committed any fraudulent act in the application for and maintenance of any Registered Intellectual Property of Skillscape. Each item of Registered Intellectual Property is valid and subsisting, all necessary registration, maintenance and renewal fees in connection with such Registered Intellectual Property have been made and all necessary documents and certificates in connection with such Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Registered Intellectual Property. Section 2.13(b) of the Disclosure Letter lists all actions and payments that must be made in the six month period following the Exchange Date in connection with the preservation or maintenance of the Registered Intellectual Property. To the knowledge of Skillscape and its Management Shareholders, Skillscape is not barred from seeking patents on material potentially patentable inventions of Skillscape by "on-sale" or similar bars to patentability or by failure to apply for a patent on such inventions within the time required.

Registered Intellectual Property. Section 2.13(b2.14(c) of the Disclosure Letter Schedule lists (i) sets forth a complete list of all of the following Company-Owned Intellectual Property, whether U.S. or foreign: (A) patents, patent applications (including provisional applications); (B) registered trademarks, applications to register trademarks, intent-to-use applications, or other registrations related to trademarks; (C) registered copyrights and applications for copyright registration; (D) Internet Domain name registrations; and (E) any other Company-Owned Company Intellectual Property that is Registered Intellectual Property (“Company Registered Intellectual Property”), and all material unregistered Trademarks currently used by the subject Company or any of an applicationits Subsidiaries with respect to any Company Products, certificate or registration issued by or recorded by any state, government or other public legal authority (all of the foregoing, the "REGISTERED INTELLECTUAL PROPERTY") and (ii) specifies, where applicable, any actions that must be taken by the jurisdictions in which each such Company or any of its Subsidiaries within ninety (90) days of the Closing Date with respect to any of the Company Registered Intellectual Property rights have been issued or registered or in which an application for such issuance and registration has been filed including the respective registration or application for such issuance and registration has been filedProperty, including the respective registration payment of any registration, maintenance or application numbers renewal fees or the filing of any documents, applications or certificates, and the names of all registered owners. Section 2.13(b(iii) of the Disclosure Letter lists any proceedings or actions before any court, court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) related to which the Company or any of its Subsidiaries is or was a party and in which claims are or were raised relating to the validity, enforceability, scope, ownership or infringement of any of the Company Registered Intellectual Property. Skillscape has complied with all applicable disclosure requirements and has not committed any fraudulent act in the application for and maintenance With respect to each item of any Company Registered Intellectual Property of Skillscape. Each item of Registered Intellectual Property is valid and subsisting, Property: (A) all necessary registration, maintenance and renewal fees in connection with such Registered Intellectual Property have been made paid, and all necessary documents and certificates in connection with such Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be; (B) the Company has filed and maintained each such item in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use); (C) each such item is sustaining, and except with respect to applications, to the Knowledge of the Company, valid and enforceable, and (D) the Company has not received notice that any such item is subject to any late unpaid maintenance fees or Taxes. To the Knowledge of the Company, there are no facts, information, or circumstances, including any information or facts that would constitute prior art, that would render any of the Company Registered Intellectual Property invalid or unenforceable, or would affect any pending application for the purposes of maintaining such any Company Registered Intellectual Property. Section 2.13(b) Neither the Company nor any of its Subsidiaries have misrepresented, or failed to disclose, any facts or circumstances in any application for any Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the Disclosure Letter lists all actions and payments that must be made in the six month period following the Exchange Date in connection with the preservation or maintenance enforceability of the any Company Registered Intellectual Property. To the knowledge of Skillscape and its Management Shareholders, Skillscape is not barred from seeking patents on material potentially patentable inventions of Skillscape by "on-sale" or similar bars to patentability or by failure to apply for a patent on such inventions within the time required.

Registered Intellectual Property. Section 2.13(bSchedule 4.18(b) of the Disclosure Letter Schedules lists (i) sets forth a complete list of all of Company Registered Intellectual Property and all material unregistered Trademarks used by the following Company-Owned Company with respect to any Company Products, (ii) all other material Company Intellectual Property, whether U.S. or foreign: (A) patents, patent applications (including provisional applications)invention disclosures; (B) registered trademarks, applications to register trademarks, intent-to-use applications, or other registrations related to trademarks; (C) registered copyrights and applications for copyright registration; (D) Internet Domain name registrations; and (Eiii) any other Company-Owned Intellectual Property actions that is must be taken by the subject Company within ninety (90) days of an application, certificate or registration issued by or recorded by the Closing Date with respect to any state, government or other public legal authority (all of the foregoing, including the "REGISTERED INTELLECTUAL PROPERTY") payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates, and (iiiv) specifies, where applicable, the jurisdictions in which each such Intellectual Property rights have been issued or registered or in which an application for such issuance and registration has been filed including the respective registration or application for such issuance and registration has been filed, including the respective registration or application numbers and the names of all registered owners. Section 2.13(b) of the Disclosure Letter lists any proceedings or actions before any court, court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) related to which the Company is or was a party and in which claims are or were raised relating to the validity, enforceability, scope, ownership or Infringement of any of the Company Registered Intellectual Property. Skillscape has complied with all applicable disclosure requirements and has not committed any fraudulent act in the application for and maintenance With respect to each item of any Company Registered Intellectual Property of Skillscape. Each item of Registered Intellectual Property is valid and subsisting, Property: (A) all necessary registration, maintenance and renewal fees in connection with such Registered Intellectual Property have been made paid, and all necessary documents and certificates in connection with such Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in France, the United States or foreign other jurisdictions, as the case may be, for the purposes of maintaining such Intellectual Property Rights; (B) each such item is currently in compliance with formal legal requirements (including payment of filing, examination and maintenance fees and proofs of use); (C) each such item is, to the Knowledge of the Key Employees, subsisting, valid and enforceable, and (D) each such item is not subject to any unpaid maintenance fees or taxes. There are no actions that must be taken by the Company within ninety (90) days of the Closing Date, including, with respect to each item of Company Registered Intellectual Property, the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting, preserving or renewing any Intellectual Property Rights. To the Knowledge of the Key Employees, there are no facts, information, or circumstances, including any information or facts that would constitute prior art, that would render any of the Company Registered Intellectual Property invalid or unenforceable, or would affect any pending application for any Company Registered Intellectual Property. Section 2.13(b) The Company has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the enforceability of the Disclosure Letter lists all actions and payments that must be made in the six month period following the Exchange Date in connection with the preservation or maintenance of the any Company Registered Intellectual Property. To the knowledge of Skillscape and its Management Shareholders, Skillscape is not barred from seeking patents on material potentially patentable inventions of Skillscape by "on-sale" or similar bars to patentability or by failure to apply for a patent on such inventions within the time required.

Registered Intellectual Property. Section 2.13(b3.14(b) of the Disclosure Letter Schedule (i) sets forth a complete list of lists all of the following Company-Owned Intellectual Property, whether U.S. or foreign: (A) patents, patent applications (including provisional applications); (B) registered trademarks, applications to register trademarks, intent-to-use applications, or other registrations related to trademarks; (C) registered copyrights and applications for copyright registration; (D) Internet Domain name registrations; and (E) any other Company-Owned Registered Intellectual Property that is owned by, purported to be owned by, exclusively licensed to, or held in the subject name of an the Company or any of its Subsidiaries (“Company Registered Intellectual Property”) including any application, certificate registration or registration issued serial numbers, (ii) lists any actions that must be taken by the Company or recorded by any stateof its Subsidiaries within one hundred eighty (180) days of the date of this Agreement with respect to the registration, government maintenance or other public legal authority (all renewal of any of the foregoing, including the "REGISTERED INTELLECTUAL PROPERTY") payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates, and (iiiii) specifies, where applicable, the jurisdictions in which each such Intellectual Property rights have been issued or registered or in which an application for such issuance and registration has been filed including the respective registration or application for such issuance and registration has been filed, including the respective registration or application numbers and the names of all registered owners. Section 2.13(b) of the Disclosure Letter lists any proceedings or actions before any court, court or tribunal (including the TTAB and PTAB of the United States Patent and Trademark Office (the “PTO”) or equivalent authority anywhere in the world) related to any of the Company Registered Intellectual Property or Company Intellectual Property. Skillscape has complied with all applicable disclosure requirements and has not committed any fraudulent act in the application for and maintenance of any Registered Intellectual Property of Skillscape. Each item of Registered Intellectual Property is valid and subsisting, all necessary All registration, maintenance and renewal renewal-related actions (including the payment of fees or the filing of any documents or certificates) currently due (or which will be due on or before the Closing Date) in connection with such Company Registered Intellectual Property have been made or will be timely paid, and all necessary documents and certificates currently required to be filed (or which will be required to be filed on or before the Closing Date) in connection with such Company Registered Intellectual Property have been or will be timely filed with the PTO or other relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Company Registered Intellectual Property. Section 2.13(b) Neither the Company nor and of the Disclosure Letter lists all actions and payments that must be made its Subsidiaries has claimed any status in the six month period following the Exchange Date in connection with the preservation application for or maintenance registration of the any Registered Intellectual Property. To the knowledge of Skillscape and its Management ShareholdersProperty Rights, Skillscape is including “small business status,” that would not barred from seeking patents on material potentially patentable inventions of Skillscape by "on-sale" or similar bars be applicable to patentability or by failure to apply for a patent on such inventions within the time requiredParent.