Common use of Third Party Technology Clause in Contracts

Third Party Technology. Schedule 3.9.3 to the Company Schedules sets forth a list of all Technology used in the Company's business for which the Company does not own all right, title and interest (collectively, the "Third Party Technologies"), and all ------------------------ material license agreements or other contracts pursuant to which the Company has the right to use (in the manner used by the Company, or intended or necessary for use with the Company Technology) the Third Party Technologies (the "Third ----- Party Licenses"), indicating, with respect to each of the Third Party -------------- Technologies listed therein, the owner thereof and the Third Party License applicable thereto. The Company has the lawful right to use (free of any material restriction not expressly set forth in the Third Party Licenses) (a) all Third Party Technology that is incorporated in or used in the development or production of the Company Technology and (b) all other Third Party Technology material to and necessary for the conduct of the Company's business as now conducted and as proposed to be conducted. All Third Party Licenses are valid, binding and in full force and effect, the Company and, to the Company's knowledge, each other party thereto have performed in all material respects their obligations thereunder, and neither the Company nor, to the Company's knowledge, any other party thereto is in default thereunder, nor to the Company's knowledge has there occurred any event or circumstance that with notice or lapse of time or both would constitute a default or event of default on the part of the Company or, to the Company's knowledge, any other party thereto or give to any other party thereto the right to terminate or modify any Third Party License. The Company has not received notice that any party to any Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Third Party License or to exercise or decline to exercise any option or right thereunder. To the knowledge of the Company, no action has been taken to reject the CableCure License in connection with the Dow Corning bankruptcy proceedings.

Third Party Technology. Schedule 3.9.3 to Section 3.14.3 of the Company Schedules Disclosure Schedule sets forth a list that is complete in all material respects of all Technology used in the Company's business for which the Company does not own all right, title and interest (collectively, the "Third Party TechnologiesTHIRD PARTY TECHNOLOGIES"), and all ------------------------ material license agreements or other contracts pursuant to which the Company has the right to use (in the manner used by the Company, or intended or necessary for use with the Company Technology) the Third Party Technologies other than license agreements included in shrink-wrapped software packages for software which is readily and generally commercially available to the Purchaser (the "Third ----- Party LicensesTHIRD PARTY LICENSES"), indicating, with respect to each of the Third Party -------------- Technologies listed therein, the owner thereof and the Third Party License applicable thereto. The Company has the lawful right to use under the terms of the applicable Third Party License (free of any material restriction not expressly set forth in the Third Party Licenses) (a) all Third Party Technology that is incorporated in or used in the development or production of the Company Technology Technology, and (b) all other Third Party Technology material to and necessary for the conduct of the Company's business as now conducted and as proposed to be conductedconducted in any written materials furnished by the Company to the Purchaser. All Third Party Licenses are valid, binding on the Company and in full force and effect, the Company and, to the Company's knowledge, each other party thereto have performed in all material respects their obligations thereunder, and neither the Company nor, to the Company's knowledge, any other party thereto is in material default thereunder, nor to the Company's knowledge has there occurred any event or circumstance that which with notice or lapse of time or both would constitute a material default or event of default on the part of the Company or, to the Company's knowledge, any other party thereto or give to any other party thereto the right to terminate or modify any Third Party License. The Company has not received notice that any party to any Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Third Party License or to exercise or decline to exercise any option or right thereunder. To the knowledge of the Company, no action has been taken to reject the CableCure License in connection with the Dow Corning bankruptcy proceedings.

Third Party Technology. Section 2.15.2 of the Schedule 3.9.3 to the Company Schedules of Exceptions sets forth a list of all Technology used in the Company's business for which the Company does not own all right, title and interest (collectively, the "Third Party TechnologiesTHIRD PARTY TECHNOLOGY"), and all ------------------------ material license agreements or other contracts pursuant to which the Company has the right to use (in the manner used by the Company, or intended or necessary for use with the Company Technology) the Third Party Technologies (the "Third ----- Party LicensesTHIRD PARTY LICENSES"), indicating, with respect to each of the Third Party -------------- Technologies listed therein, the owner thereof and the Third Party License applicable theretothereto (other than shrink wrap licenses, shareware, open source and other public domain software). The Company has the lawful right to use (free of any material restriction not expressly set forth in the Third Party Licenses) (a) all Third Party Technology that is incorporated in or used in the development or production of the Company Technology and (b) all other Third Party Technology material to and necessary for the conduct of the Company's business as now conducted and as proposed to be conductedconducted in any written materials furnished by the Company to Parent. All Third Party Licenses are valid, binding and in full force and effect, the Company and, to the Company's knowledge, each other party thereto have performed in all material respects their obligations thereunder, and neither the Company nor, to the Company's knowledge, any other party thereto is in default thereunder, nor to the Company's knowledge has there occurred any event or circumstance that with notice or lapse of time or both would constitute a default or event of default on the part of the Company or, to the Company's knowledge, any other party thereto or give to any other party thereto the right to terminate or modify any Third Party License. The Company has not received notice that any party to any Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Third Party License or to exercise or decline to exercise any option or right thereunder. To the knowledge of the Company, no action has been taken to reject the CableCure License in connection with the Dow Corning bankruptcy proceedings.

Third Party Technology. Section 2.15.2 of the Schedule 3.9.3 to the Company Schedules of Exceptions sets forth a list of all Technology used in the Company's business for which the Company does not own all right, title and interest (collectively, the "Third Party TechnologiesTHIRD PARTY TECHNOLOGIES"), and all ------------------------ material license agreements or other contracts pursuant to which the Company has the right to use (in the manner used by the Company, or intended or necessary for use with the Company Technology) the Third Party Technologies (the "Third ----- Party LicensesTHIRD PARTY LICENSES"), indicating, with respect to each of the Third Party -------------- Technologies listed therein, the owner thereof and the Third Party License applicable thereto. The Company has the lawful right to use (free of any material restriction not expressly set forth in the Third Party Licenses) (a) all Third Party Technology that is incorporated in or used in the development or production of the Company Technology and (b) all other Third Party Technology material to and necessary for the conduct of the Company's business as now conducted and as proposed to be conducted. conducted in any written materials furnished by the Company to ImageX. All Third Party Licenses are valid, binding and in full force and effect, the Company and, to the Company's knowledge, each other party thereto have performed in all material respects their obligations thereunder, and neither the Company nor, to the Company's knowledge, any other party thereto is in material default thereunder, nor to the Company's knowledge has there occurred any event or circumstance that with notice or lapse of time or both would constitute a material default or event of material default on the part of the Company or, to the Company's knowledge, any other party thereto or give to any other party thereto the right to terminate or modify any Third Party License. The Company has not received notice that any party to any Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Third Party License or to exercise or decline to exercise any option or right thereunder. To the knowledge of the Company, no action has been taken to reject the CableCure License in connection with the Dow Corning bankruptcy proceedings.

Third Party Technology. Section 2.17.3 of the Schedule 3.9.3 to the Company Schedules of Exceptions sets forth a list of all Technology used in the Company's business for which the Company does not own all right, title and interest (collectively, the "Third Party Technologies"), and all ------------------------ material license agreements or other contracts pursuant to which the Company has the right to use (in the manner used by the Company, or intended or necessary for use with the Company Technology) the Third Party Technologies (the "Third ----- Party Licenses"), indicating, with respect to each of the Third Party -------------- Technologies listed therein, the owner thereof and the Third Party License applicable thereto. The Company has the lawful right to use (free of any material restriction not expressly set forth in the Third Party Licenses) (a) all Third Party Technology that is incorporated in or used in the development or production of the Company Technology and (b) all other Third Party Technology material to and necessary for the conduct of the Company's business as now conducted and as proposed to be conductedconducted in any written materials furnished by the Company to Parent. All Third Party Licenses are valid, binding and in full force and effect, the Company and, to the Company's knowledge, each other party thereto have performed in all material respects their obligations thereunder, and neither the Company nor, to the Company's knowledge, any other party thereto is in material default thereunder, nor to the Company's knowledge has there occurred any event or circumstance that with notice or lapse of time or both would constitute a material default or event of material default on the part of the Company or, to the Company's knowledge, any other party thereto or give to any other party thereto the right to terminate or modify any Third Party License. The Company has not received notice written notice, or to the Company's knowledge any other kind of notice, that any party to any Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Third Party License or to exercise or decline to exercise any option or right thereunder. To the knowledge of the Company, no action has been taken to reject the CableCure License in connection with the Dow Corning bankruptcy proceedings.

Third Party Technology. Schedule 3.9.3 to the Company Schedules 3.10(b) sets forth a list of all Technology used in the Company's business of the Company for which the Company does not own all right, title and interest (collectively, the "“Third Party Technologies"”), and all ------------------------ material license agreements or other contracts Contracts pursuant to which the Company has the right to use (in the manner used by the Company, or intended or necessary for use with the Company Technology) the Third Party Technologies (the "“Third ----- Party Licenses"”), indicating, with respect to each of the Third Party -------------- Technologies listed thereinlisted, the owner thereof and the Third Party License applicable theretoand the identity of the entities (i.e. the Company) with the rights under the Third Party License, and any royalties to be paid thereunder. The Company has the lawful right to use (free of any material restriction not expressly set forth in the Third Party Licenses) (a) all such Third Party Technology that is incorporated in or used in the development or production of the Company Technology Technology, and (b) all other Third Party Technology material to and necessary for the conduct of the Company's business of the Company as now conducted and as proposed to be conducted. All Third Party Licenses are valid, binding and in full force and effect, ; the Company and, to the Knowledge of the Company's knowledge, each other party thereto have performed in all material respects their obligations thereunder, and neither the Company nor, to the Knowledge of the Company's knowledge, any other party thereto is in default thereunder, nor to the Company's knowledge has there occurred any event or circumstance that which with notice or lapse of time or both would constitute a default or event of default default, on the part of the Company or, to the Knowledge of the Company's knowledge, any other party thereto or give to any other party thereto the right to terminate or modify any Third Party License. The Company has not received notice that any party to any Third Party License intends may intend to cancel, terminate or refuse to renew (if renewable) such Third Party License or to exercise or decline to exercise any option or right thereunder. To the knowledge The consummation of the Companytransactions contemplated by this Agreement and the other Transaction Documents will neither violate, nor result in the breach, modification, cancellation, termination or suspension of any Third Party License by their terms. The Company is in compliance with, and has not breached any term of, any such Third Party License. Except as set forth on Schedule 3.10(b), following the Closing, the Parent Group will be permitted to exercise all of the rights under such Third Party License by their terms to the same extent Company had been or purported to have been exercising prior to the consummation of transactions contemplated by this Agreement and the other Transaction Documents and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Company would otherwise be required to pay. There is no action has been taken provision in any of such Third Party License that the consummation of the transactions contemplated by this Agreement or the other Transaction Documents requires the Parent Group to reject (i) grant to any third party any right to or with respect to any intellectual property owned by, or licensed to, Parent or any of its Affiliates prior to the CableCure License Closing, (ii) be bound by, or subject to, any non-compete or other restriction on the operation or scope of the Parent Group’s businesses, or (iii) be obligated to pay any royalties or other amounts to any third party in connection with excess of those payable by Company prior to the Dow Corning bankruptcy proceedingsClosing.

Third Party Technology. Section 2.17.3 of the Schedule 3.9.3 to the Company Schedules of Exceptions sets forth a list of all Technology used in the Company's business for which the Company does not own all right, title and interest (collectively, the "Third Party Technologies"), and all ------------------------ material license agreements or other contracts pursuant to which the Company has the right to use (in the manner used by the Company, or intended or necessary for use with the Company Technology) the Third Party Technologies (the "Third ----- Party Licenses"), indicating, with respect to each of the Third Party -------------- Technologies listed therein, the owner thereof and the Third Party License applicable thereto. The Company has the lawful right to use (free of any material restriction not expressly set forth in the Third Party Licenses) (a) all Third Party Technology that is incorporated in or used in the development or production of the Company Technology and (b) all other Third Party Technology material to and necessary for the conduct of the Company's business as now conducted and as proposed to be conductedconducted in any written materials furnished by the Company to Parent. All Third Party Licenses are valid, binding and in full force and effect, the Company and, to the Company's knowledge, each other party thereto have performed in all material respects their obligations thereunder, and neither the Company nor, to the Company's knowledge, any other party thereto is in material default thereunder, nor to the Company's knowledge has there occurred any event or circumstance that with notice or lapse of time or both would constitute a material default or event of material default on the part of the Company or, to the Company's knowledge, any other party thereto or give to any other party thereto the right to terminate or modify any Third Party License. The Company has not received written notice or to the Company's knowledge any other notice that any party to any Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Third Party License or to exercise or decline to exercise any option or right thereunder. To the knowledge of the Company, no action has been taken to reject the CableCure License in connection with the Dow Corning bankruptcy proceedings.

Third Party Technology. Section 3.9(c) of the Disclosure Schedule 3.9.3 to the Company Schedules sets forth a list of all Technology used in the Company's business for which the Company does not own all right, title and interest (collectively, the "Third Party Technologies"), and all ------------------------ material license agreements or other contracts pursuant to which the Company has the right to use (in the manner used by the Company, or intended or necessary for use with the Company Technology) the Third Party Technologies (the "Third ----- Party Licenses"), indicating, with respect to each of the Third Party -------------- Technologies listed therein, the owner thereof and the Third Party License applicable thereto. The Company has the lawful right to use (free of any material restriction not expressly set forth in the Third Party Licenses) (a) all Third Party Technology that is incorporated in or used in the development or production of the Company Technology and (b) all other Third Party Technology material to and necessary for the conduct of the Company's business as now conducted and as proposed to be conductedconducted in any written materials furnished by the Company to Coyote. All Third Party Licenses are valid, binding and in full force and effect, the Company and, to the Company's knowledgeKnowledge, each other party thereto have performed in all material respects their obligations thereunder, and neither the Company nor, to the Company's knowledgeKnowledge, any other party thereto is in material default thereunder, nor to the Company's knowledge Knowledge has there occurred any event or circumstance that with notice or lapse of time or both would constitute a material default or event of material default on the part of the Company or, to the Company's knowledgeKnowledge, any other party thereto or give to any other party thereto the right to terminate or modify any Third Party License. The Company has not received written notice or to the Company's knowledge any other notice that any party to any Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Third Party License or to exercise or decline to exercise any option or right thereunder. To the knowledge of the Company, no action has been taken to reject the CableCure License in connection with the Dow Corning bankruptcy proceedings.

Third Party Technology. Schedule 3.9.3 2.17.3 to the Company Schedules Disclosure Memorandum sets forth a list of all of the Technology used in the Company's business for which the Company does not own all right, title and interest (other than portions of the Technology (a) licensed by the Company pursuant to standard, non-exclusive software licenses granted to end user customers in the ordinary course of business, complete and accurate copies of all material agreements of which have been provided to Parent, or (b) standard licenses purchased by the Company for off-the-shelf software or software "tools" that are available or through the Internet, in each case subject to commercially reasonable "shrink-wrap" or "click-wrap" license terms, complete and accurate copies of all material agreements of which have been provided to Parent ("Off-The-Shelf Software") (collectively, the "Third Party TechnologiesTechnology"), and all ------------------------ . None of the Off-The Shelf Software contains any restrictions on Company's ability to distribute any Technology that are material license agreements or other contracts pursuant to which the business of the Company has the right to use (in the manner used by the Company, or intended or necessary for use with the Company Technology) the Third Party Technologies (the "Third ----- Party Licenses"), indicating, with respect to each of the Third Party -------------- Technologies listed therein, the owner thereof and the Third Party License applicable theretoas presently conducted. The Company has the lawful right to use (free of any material restriction not expressly set forth in the Third Party Licenseslicenses listed on Schedule 2.17.3 (complete and accurate copies of all material agreements of which have been provided to Parent)) (ai) all Third Party Technology that is incorporated in or used in the development or production of the Company Technology and (bii) all other Third Party Technology material to and necessary for the conduct operation of the business of the Company as presently conducted. To the Company's business as now conducted and as proposed to be conducted. All knowledge, all Third Party Licenses are valid, binding and in full force and effect, the . The Company and, to the Company's knowledge, each other party thereto have has performed in all material respects their its obligations thereunderunder the Third Party Technology, and neither the Company nor, to the Company's knowledge, any other party thereto is not in default thereunderthereunder and, nor to the Company's knowledge has there occurred any event or circumstance that with notice or lapse of time or both would constitute a default or event of default on the part of the Company or, to the Company's knowledge, any other party thereto or give to any other party thereto the right to terminate or modify any of the Company's rights in the Third Party LicenseTechnology. The Company has not received written notice that any party to any Third Party License Technology intends to cancel, terminate or refuse to renew (if renewable) any of the Company's right to such Third Party License Technology or to exercise or decline to exercise any option or right thereunder. To the knowledge of the Company, no action has been taken to reject the CableCure License in connection with the Dow Corning bankruptcy proceedings.

Third Party Technology. Schedule 3.9.3 to the Company Schedules 5.5.3 sets forth a list of all Technology technology used in the CompanySeller's business or incorporated in the Products for which the Company Seller does not own all right, title and interest (collectively, the "Third Party Technologies"), and all ------------------------ material license agreements or other contracts pursuant to which the Company Seller has the right to use, or to license third parties to use (in the manner used by the CompanySeller or its licensees), or intended or necessary for use with the Company Technology) the Third Party Technologies (the "Third ----- Party Licenses"), indicating, with respect to each of the Third Party -------------- Technologies listed therein, the owner thereof and the Third Party License applicable theretothereto (but excluding agreements or contracts for off-the-shelf Third Party Technologies acquired and used by Company pursuant to a standard nonexclusive end user license). The Company Seller has the lawful right to use and/or license the use thereof to licensees of Seller, as the case may be (free of any material restriction not expressly set forth in the Third Party Licenses) ), (a) all Third Party Technology that is incorporated in or used in the development or production of the Company Technology Products and (b) all other Third Party Technology material to and Technologies necessary for the conduct of the CompanySeller's business as now conducted and as proposed all such rights are assignable to Buyer and shall be conductedso assigned upon consummation of the transactions contemplated by this Agreement. All Seller is under no obligation to make any royalty or other payments in respect of any Third Party Technologies after the date hereof. Furthermore, (i) all Third Party Licenses are valid, binding and in full force and effect, the Company effect against Seller and, to the CompanySeller's knowledge, each other party thereto thereto, (ii) all parties have performed in all material respects their obligations thereunder, and neither the Company Seller nor, to the CompanySeller's knowledge, any other party thereto is in default thereunder; and (iii) to Seller's knowledge, nor to the Company's knowledge there has there not occurred any event or circumstance that with notice or lapse of time or both would constitute a default or event of default on the part of the Company Seller or, to the CompanySeller's knowledge, any other party thereto or give to any other party thereto the right to terminate or modify any Third Party License. The Company Seller has not received notice that any party to any Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Third Party License or to exercise or decline to exercise any option or right thereunder. To the knowledge of the Company, no action has been taken to reject the CableCure License in connection with the Dow Corning bankruptcy proceedings.