Common use of Intangible Property Rights Clause in Contracts

Intangible Property Rights. Section 4.12 of the Disclosure Schedule sets forth a true and complete list of all patents and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications and domain names included in the Intellectual Property that are material to the operation of the Acquired Business as currently conducted. Section 4.12 of the Disclosure Schedule also lists all Persons, excluding customers of the Acquired Business, other than Seller or its Affiliates who to the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Business as a result of such Person’s participation in the development of such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each item of Intellectual Property that is material to the operation of the Business as currently conducted, an Acquired Entity or, with respect to items included as Foreign Assets, a Retained Subsidiary is the owner of the entire right, title and interest in and to such Intellectual Property or is validly licensed by the owner of such Intellectual Property to use such Intellectual Property in the conduct of the Business. Except as set forth on Section 4.11 of the Disclosure Schedule, to the Knowledge of the Seller, no Person is engaging in any activity that infringes any Intellectual Property of the Acquired Business that is material to the operation of the Business as currently conducted. To the Knowledge of Seller, no claim has been asserted to the Seller in writing that the use of any Intellectual Property in the operation of the Acquired Business infringes or violates any Intellectual Property rights of any third party. To the Knowledge of the Seller, the consummation of the Transactions herein will not result in the release of any source code or termination of any source code escrow that is material to the operation of the Business. To the Knowledge of the Seller, the Acquired Business has been conducted in accordance with all material provisions of the Data Protection A▇▇ ▇▇▇▇ of the United Kingdom and all other applicable data protection legislation, regulations and codes of practice, including the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that any of the operations of the Acquired Business breach any relevant data protection legislation.

Intangible Property Rights. Section 4.12 4.13(i) of the Parent Disclosure Schedule sets forth a true and complete list of all patents and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications applications, and domain names name registrations included in the Intellectual Property Assets that are material to the operation of the Acquired Business as currently conducted. Section 4.12 of the Disclosure Schedule also lists all Persons, excluding customers of the Acquired Business, other than Seller or its Affiliates who to To the Knowledge of Seller have a right to use any material Intellectual Property owned by the Acquired Business as a result of such Person’s participation in the development of such Intellectual Property. Except as would not reasonably be expected to have a Material Adverse EffectParent, with respect to each item of Intellectual Property Assets that is material to the operation of the Business as currently conducted, an Acquired Entity or, with respect has the valid right to items included as Foreign Assets, a Retained Subsidiary is the owner of the entire right, title and interest in and to such Intellectual Property own or is validly licensed by the owner of such Intellectual Property to use such Intellectual Property in the conduct Asset, free and clear of the Businessany Liens, other than Permitted Liens. Except as set forth on Section 4.11 4.13(ii) of the Parent Disclosure Schedule, to the Knowledge of the SellerParent, (a) no Person is engaging in any activity that infringes any Intellectual Property of the Acquired Business Asset that is material to the operation of the Business as currently conducted. To , (b) there is no pending or written threat of any claim, action or proceeding or allegation of infringement or offer of license asserted against Parent or the Knowledge Acquired Entities alleging that the operation of Seller, no claim has been asserted to the Seller in writing that Business as currently conducted or the use of any Intellectual Property Assets in the operation of the Acquired Business infringes as currently conducted infringes, misappropriates, dilutes, or violates any the Intellectual Property rights of any third party, and (c) the operation of the Business as currently conducted, and the use of the Intellectual Property Assets in connection therewith, does not infringe, misappropriate, dilute, or violate the Intellectual Property of any third party. To Except as set forth on Section 4.13(iii) of the Parent Disclosure Schedule or as otherwise provided in the Transition Services Agreement, each item of Intellectual Property Assets owned or used by the Acquired Entities immediately prior to the Closing hereunder will be owned or available for use by the Business on substantially similar terms and conditions immediately subsequent to the Closing hereunder. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Acquired Entities are taking or have taken commercially reasonable actions to maintain, and the actions that, to the Knowledge of Parent, are required to protect, each Intellectual Property Asset. The Acquired Entities have a valid right to access and use all Business IT Systems in connection with the Selleroperation of the Business. Except for the services to be provided pursuant to the Transition Services Agreement, the consummation of the Transactions herein will not result impair or interrupt, in any material respect, (i) the release Acquired Entities’ or the Buying Parties’ access and use of, or their right to access and use, any material portion of the Business IT Systems and (ii) to the Knowledge of Parent, the Business’s customers’ and vendors’ access and use of any source code material portion of the Business IT Systems. The Acquired Entities have taken commercially reasonable steps (A) to secure the Business IT Systems from unauthorized access or termination of use by any source code escrow that is material Person and (B) to ensure the continued and uninterrupted operation of the Business. To the Knowledge of the Seller, the Acquired Business has been conducted in accordance with all material provisions of the Data Protection A▇▇ ▇▇▇▇ of the United Kingdom and all other applicable data protection legislation, regulations and codes of practiceIT Systems, including employing adequate security, encryption, maintenance, disaster recovery, redundancy, backup, archiving and virus or malicious device scanning/protection measures. Neither Parent (with respect to the maintenance of effective registrations and/or notifications. No written notice, allegation, complaint or claim has been received by the Seller alleging that Business) nor any of the operations of Acquired Entities has received written communication from any customer alleging that the Business IT Systems used by the Acquired Business breach Entities to provide products and services to their customers contain any relevant data protection legislationmaterial errors or problems of a material nature that disrupt their operation.