Common use of Intellectual Property Claims Clause in Contracts

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date, (i) each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing that any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applications, registered Trademarks, registered Copyrights, and Material Agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date5.9, (i) each of the material Copyrights, Trademarks Trademarks, Patents and Patents (other than patent applications) Industrial Designs owned by Borrower is valid and enforceable, (ii) no material part of the such Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no written claim has been made to Borrower in writing that any material part of such Intellectual Property violates the rights of any third party. Except as described on Schedule 5.9, to the best knowledge of Borrower (i) each of the material Copyrights, Trademarks, Patents and Industrial Designs licensed for use by Borrower from third party licensors is valid and enforceable, (ii) no material part of such Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no written claim has been made to Borrower that any material part of such Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applicationsPatents, Industrial Designs, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. To Borrower’s knowledge, Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s business. Except To Borrower’s knowledge, except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing DateDisclosure Letter, (i) each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in to the most recently delivered Compliance Certificate in accordance with Section 7.1(d), best of Borrower’s knowledge no claim has been made to Borrower in writing that any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by Borrower in a written notice provided from time D to time after the Closing Date) Disclosure Letter is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applicationsPatents, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise has have the right to use, the Intellectual Property owned by Borrower and material to Borrower’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date5.9, (i) to Borrower’s knowledge, each of the material Copyrights, Trademarks and issued Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property owned by Borrower has been judged by a decision of a court of competent jurisdiction, invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing that any material part of the Intellectual Property of Borrower violates the rights of any third partyparty except to the extent such claim would not reasonably be expected to have a Material Adverse Effect. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is D contains a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applicationsPatents, registered Trademarks, registered Copyrights, and Material Agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business)if any, together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, and agreements under which Borrower licenses Intellectual Property from third parties that is material to the Borrower’s business (other than shrink-wrap software licenses), in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder, in each case, except where such breach or failure to perform would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Borrower Each Loan Party is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrowerused in or otherwise necessary for such Loan Party’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date5.9, (i) each of the material Copyrights, Trademarks and Patents owned by each Loan Party is, to such Loan Party’s knowledge, valid and enforceable (other than patent applications) is valid and enforceableapplications for registration), (ii) no material part of the Intellectual Property owned by such Loan Party has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no written claim has been made to Borrower in writing such Loan Party that the ownership of or use of any material part of the Intellectual Property violates the intellectual property rights of any third party, in each case to the extent such lack of validity and enforceability, judgment or claim would reasonably be expected to materially and adversely affect such Loan Party’s ability to perform or pay the Secured Obligations in accordance with the Loan Documents. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list list, in all material respects, of each of Borrowersuch Loan Party’s registered Patents and filed Patent applicationsPatents, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which Borrower each Loan Party licenses Intellectual Property from third parties (other than shrink-wrap software licenseslicenses or other than “off-the-shelf” licenses or open-source software or other licenses which, licenses that are commercially available if terminated, would not reasonably be expected to the public, open source licenses, licenses disclosed result in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of businessa Material Adverse Effect), together with application or registration numbers, as applicable, owned by Borrower such Loan Party or any Subsidiary, . No Loan Party is in each case as of the Closing Date. Borrower is not in material breach of, nor and no Loan Party has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrowersuch Loan Party’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder, in each case to the extent such breach or failure would reasonably be expected to materially and adversely affect such Loan Party’s ability to perform or pay the Secured Obligations in accordance with the Loan Documents.

Intellectual Property Claims. Borrower is The Loan Parties are the sole owner of, or otherwise has have the right to use, the Intellectual Property material to Borrower’s their business. Except as described on Schedule 5.9 5.9, and as may be updated by the Borrower in a written notice provided from time to time after the Closing Date, (i) to the Loan Parties’ knowledge, each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower a Loan Party in writing that any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by the Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of Borrower’s the Loan Parties’ registered Patents and filed Patent applications, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which Borrower a Loan Party licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower a Loan party in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiarya Loan Party, in each case as of the Closing Date. Borrower is The Loan Parties are not in material breach of, nor has Borrower have the Loan Parties failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.. |US-DOCS\138581207.1138581207.7||

Intellectual Property Claims. Borrower is Borrowers are the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s Borrowers’ business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date, (i) each Each of the material Borrowers’ Copyrights, Trademarks and Patents (other than patent applications) material to the Borrowers’ business is valid and enforceable, (ii) no material part of the Intellectual Property material to the Borrowers’ business has not been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing to a Borrower that any material part of the Intellectual Property material or necessary to the conduct of the Borrowers’ business violates the rights of any third party, except to the extent Borrowers have provided evidence satisfactory to Agent that such claim is without merit or otherwise not reasonably likely to be successful. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) D is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applicationsBorrowers’ Patents, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which a Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by a Borrower or any Subsidiary, in each case as of the Closing Date. No Borrower is not in material breach of, nor has any Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements material to the Borrowers’ business and, to any Borrower’s knowledge, no third party to any such contract, license or agreement material to the Borrowers’ business is in material breach thereof or has failed to perform any material obligations thereunder, except to the extent such breach or failure to perform could not reasonably be expected to result in a Material Adverse Effect, Borrowers have notified Agent of such breach or failure to perform, and Borrowers are taking actions to mitigate such circumstances satisfactory to Agent.

Intellectual Property Claims. Borrower Each Loan Party is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrowersuch Loan Party’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date5.9, (i) to each Loan Party’s knowledge, each of the material Copyrights, and registered Copyrights and Trademarks and the material and issued Patents (other than patent applications) owned by each Loan Party is valid and enforceableenforceable and, to such Loan Party’s knowledge, valid, (ii) no material part of the owned Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing any Loan Party that the ownership of or use of any material part of the Intellectual Property violates the intellectual property rights of any third party. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is sets forth a true, correct and complete list of each Loan Party’s owned Patents, owned registered Trademarks (except for the Trademarks that have been or are being applied for registration by a Loan Party with the United States Patent and Trademark Office or a corresponding foreign office or agency through Kellerhals Carrard, as fiduciary of Borrower’s registered Patents and filed Patent applicationssuch Loan Party, registered Trademarksto protect the confidentiality of such Trademarks as potential brand names, registered Copyrightsonly to the extent that such Trademarks are not in use in commerce by a Loan Party), and Material Agreements under which Borrower licenses Intellectual Property from third parties owned registered Copyrights (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower any Loan Party or any Subsidiary), and of the material agreements to such Loan Party’s business under which such Loan Party in-licenses any Patents, Trademarks or Copyrights from third parties (other than shrink-wrap software licenses or other than “off-the-shelf” licenses or open-source software or other in-license which, if terminated, would not reasonably be expected to result in each case a Material Adverse Effect) as of the Closing Date, and shall be updated after the Closing Date from time to time [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Borrower pursuant to Section 7.1(n). No Loan Party is not in material breach of, nor has Borrower any Loan Party failed to perform any material obligations under, any of the foregoing contracts, licenses or listed agreements and, to Borrowereach Loan Party’s knowledge, no third party that is a counterparty to any such contract, license or listed agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s businessCurrent Company IP. Except as described on Schedule 5.9 and (as such schedule may be updated by Borrower in a written notice provided from time to time after the Closing Date) or any Compliance Certificate, (i) each of the material Copyrights, Trademarks and Patents is valid and enforceable (other than patent with respect to expired or pending applications) is valid and enforceable, including Patent applications), (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the Compliance Certificate delivered for the last month of the most recently delivered Compliance Certificate ended fiscal quarter in accordance with Section 7.1(d), no claim has been made to Borrower in writing that the ownership of or use of any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may which shall be automatically updated by Borrower in a written notice provided from time to time after the Closing DateDate upon Borrower providing the written notices required pursuant to Section 7.22) is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applicationsPatents, registered Trademarks, registered Copyrights, and Material IP Agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source “off-the-shelf” licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of businessopen-source software), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date, Borrower is the sole owner of, or otherwise has controls the right to use, the Current Company Intellectual Property material to Borrower’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date, (i) each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing that any material part of the Intellectual Property violates the rights of any third party, in each case of (i), (ii) and (iii) for those included in the Current Company IP that is owned by Borrower or to the knowledge of Borrower that is in-licensed by Borrower. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applications, registered Trademarks, registered Copyrights, and Material Agreements under which in each case, included in the Current Company IP that is owned by Borrower licenses Intellectual Property from third parties or to the knowledge of Borrower that is in-licensed by Borrower (“Current Registered Company IP”) (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements Material Agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement Material Agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Borrower Each Loan Party is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrowersuch Loan Party’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice (including any Compliance Certificate) provided from time to time after the Closing Date, (i) each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing to any Loan Party that any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by Borrower ▇▇▇▇▇▇▇▇ in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of Borrowereach Loan Party’s registered Patents and filed Patent applications, registered Trademarks, registered Copyrights, and Material Agreements under which Borrower such Loan Party licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower such Loan Party or any Subsidiary, in each case as of the Closing Date. Borrower No Loan Party is not in material breach of, nor has Borrower any Loan Party failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrowereach Loan Party’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date, (i) to the best knowledge of Borrower each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently any previously delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing that any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applicationsPatents, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open or other than “off-the-shelf” licenses or open-source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of businesssoftware), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform (when and as required) any material obligations under, any of the foregoing material contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such material contract, license or agreement is in material breach thereof or has failed to perform (when and as required) any material obligations thereunder.

Intellectual Property Claims. Borrower Each Loan Party is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrowersuch Loan Party’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date, (i) each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing any Loan Party that any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of BorrowerLoan Party’s registered Patents and filed Patent applications, registered Trademarks, registered Copyrights, and Material Agreements under which Borrower such Loan Party licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower such Loan Party or any Subsidiary, in each case as of the Closing Date. Borrower No Loan Party is not in material breach of, nor has Borrower any Loan Party failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrowereach Loan Party’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date, (i) each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing that any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applications, registered Trademarks, registered Copyrights, and Material Agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to 45 US-DOCS\126945775.5 Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

Intellectual Property Claims. Except for Permitted Liens, Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrower’s its business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice provided from time to time after the Closing Date5.9, (i) to Borrower’s knowledge, each of the material issued Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property of Borrower has been judged by a decision of a court of competent jurisdiction, invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing that any material part of the Intellectual Property of Borrower violates the material rights of any third party, except to the extent such claim would not reasonably be expected to cause a Material Adverse Effect. Exhibit C (and as may be updated Borrower has delivered to Lender by Borrower in a written notice provided from time to time after the Closing Date) is email a true, correct and complete list of each of Borrower’s registered Patents and filed Patent applicationsPatents, registered Trademarks, registered Copyrights, and Material Agreements material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenseslicenses and click on license agreements, open source code and other licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of businesspublic without customization shall not be considered a material License or agreement), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunderthereunder in each case which would reasonably be expected to have a Material Adverse Effect.

Intellectual Property Claims. Borrower Each Loan Party is the sole owner of, or otherwise has the right to use, the Intellectual Property material to Borrowersuch Loan Party’s business. Except as described on Schedule 5.9 and as may be updated by Borrower in a written notice (including any Compliance Certificate) provided from time to time after the Closing Date, (i) each of the material Copyrights, Trademarks and Patents (other than patent applications) is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) except as set forth in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no claim has been made to Borrower in writing to any Loan Party that any material part of the Intellectual Property violates the rights of any third party. Exhibit C (and as may be updated by Borrower in a written notice provided from time to time after the Closing Date) is a true, correct and complete list of each of Borrowereach Loan Party’s registered Patents and filed Patent applications, registered Trademarks, registered Copyrights, and Material Agreements under which Borrower such Loan Party licenses Intellectual Property from third parties (other than shrink-wrap 30 sf-5987948 software licenses, licenses that are commercially available to the public, open source licenses, licenses disclosed in writing to Agent as required under this Agreement and immaterial Intellectual Property licensed to Borrower in the ordinary course of business), together with application or registration numbers, as applicable, owned by Borrower such Loan Party or any Subsidiary, in each case as of the Closing Date. Borrower No Loan Party is not in material breach of, nor has Borrower any Loan Party failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrowereach Loan Party’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.