Common use of Intellectual Property Registrations Clause in Contracts

Intellectual Property Registrations. (a) All current issuances, registrations and applications in any jurisdiction for any Patents, Copyrights, Mask Works, Trademarks, Domain Names, and any other Intellectual Property Rights, in each case included in the Seller-Owned IP (collectively, “Seller IP Registrations”) and all issuances, registrations and applications for the foregoing that have lapsed, expired or been abandoned prior to the Agreement Date are set forth on Schedule 2.10.2(a) to the Disclosure Memorandum, setting forth the jurisdictions in which such Intellectual Property Right has been issued, registered or applied for and the record owner thereof. All Seller IP Registrations are subsisting. None of the issued or registered Seller IP Registrations have been found by a Governmental Body in an Order to be invalid or unenforceable and no Person has challenged the validity or enforceability of any such Seller IP Registrations. To Seller’s Knowledge, there are no information, materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the Seller IP Registrations invalid or unenforceable, or would materially affect any pending application for any Seller IP Registrations, other than as set forth in correspondence from the United States Patent and Trademark Office, the United States Copyright Office, or similar Governmental Body in connection with the prosecution of Seller IP Registrations. As of the Agreement Date, there are no actions that must be taken by Seller or Buyer within 60 days after the Agreement Date for the purpose of obtaining, maintaining, perfecting, preserving, or renewing any Seller IP Registration. All necessary registration, maintenance, and renewal fees due in connection with the Seller IP Registrations have been made prior to the due date and all necessary documents, recordations, and certificates in connection with the Seller IP Registrations have been filed with the relevant Governmental Body, or other authorities prior to the due date for the purposes of prosecuting, perfecting, and maintaining the Seller IP Registrations. Seller has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Seller IP Registrations that would constitute Fraud or a misrepresentation with respect to such application. To Seller’s Knowledge, Seller has not engaged in any action or any omission, conducted the Business, or used or enforced or failed to use or enforce Intellectual Property Rights included in the Seller-Owned IP, in a manner that would result in the abandonment, cancellation, or unenforceability of any Intellectual Property Right included in the Seller-Owned IP or Seller IP Registration. To Seller’s Knowledge, Seller has not taken (or failed to take) any action that is likely to result in the forfeiture or relinquishment of any Intellectual Property Right included in the Seller-Owned IP, including any Seller IP Registration. As of the Agreement Date, there are no interferences, re-examinations, or oppositions brought or, to the Knowledge of Seller, threatened to be brought involving any of the Seller IP Registrations. (b) Schedule 2.10.2(b) to the Disclosure Memorandum sets forth all material unregistered trademarks, service marks, and other identifiers in the Seller-Owned IP currently used by Seller in the conduct of the Business.

Intellectual Property Registrations. (a) All current issuances, registrations and applications made by, on behalf of, or in the name of the Company (or under obligation of assignment to the Company) in any jurisdiction for any Patentspatents, Copyrightscopyrights, Mask Worksmask works, Trademarkstrademarks, Domain Namesservice marks, domain names, and any other Company-Owned Intellectual Property Rights, in each case included in the Seller-Owned IP (collectively, “Seller IP Company Intellectual Property Registrations”) and all issuances, registrations and applications for the foregoing that have lapsed, expired or been abandoned prior to the Agreement Date are set forth on Schedule 2.10.2(a) to the Disclosure Memorandum, setting forth Letter. All of the jurisdictions in which such Company Intellectual Property Right has been issued, registered or applied for and the record owner thereof. All Seller IP Registrations are subsistingvalid (or in the case of applications, validly applied for), subsisting and, except for pending applications, enforceable. None of the issued or registered Seller IP Registrations have been found by a Governmental Body in an Order to be invalid or unenforceable and no Person has challenged the validity or enforceability of any such Seller IP Registrations. To Seller’s Knowledge, there There are no information, materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the Seller IP issued Company Intellectual Property Registrations invalid or unenforceable, or would materially affect any pending application for any Seller IP Registrations, other than as set forth in correspondence from the United States Patent and Trademark Office, the United States Copyright Office, or similar Governmental Body in connection with the prosecution of Seller IP RegistrationsCompany Intellectual Property Registration. As of the Agreement Date, there There are no actions that must be taken by Seller the Company or Buyer Parent within 60 120 days after the Agreement Date for the purpose of obtaining, maintaining, perfecting, preserving, or renewing any Seller IP Company Intellectual Property Registration. All necessary registration, maintenance, and renewal fees due in connection with the Seller IP Company Intellectual Property Registrations have been made prior to the due date and all necessary documents, recordations, and certificates in connection with the Seller IP Company Intellectual Property Registrations that have been required to be filed have been so filed with the relevant Governmental Bodypatent, copyright, trademark, or other authorities prior to the due date for the purposes of prosecuting, perfecting, and maintaining the Seller IP Company Intellectual Property Registrations. Seller The Company has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Seller IP Company Intellectual Property Registrations that would constitute Fraud or a misrepresentation with respect to such application, or that would otherwise affect the validity or enforceability of any issued Company Intellectual Property Registration. To Seller’s Knowledge, Seller The Company has not engaged in any action or any omission, conducted the Businessits business, or used or enforced or failed to use or enforce Intellectual Property Rights included in the SellerCompany-Owned IPIntellectual Property, in a manner that would result in the abandonment, cancellation, or unenforceability of any Company-Owned Intellectual Property Right included or Company Intellectual Property Registration (other than the abandonment or cancellation of pending applications for Company Intellectual Property Registrations in the Seller-Owned IP or Seller IP Registration. To Sellerordinary course of prosecution and in the exercise of the Company’s Knowledgereasonable business judgement), Seller and the Company has not taken (or and not failed to take) any action that is likely to would result in the forfeiture or relinquishment of any Company-Owned Intellectual Property Right included or Company Intellectual Property Registration. (b) Schedule 2.10.2(b)(i) to the Disclosure Letter sets forth all material trademarks, trade names, service marks, logos, domain names, design rights, and other identifiers currently used by the Company on or in the Sellerany Company Products but for which no registration has been sought, as well as a general description of any other material, unregistered Company-Owned IP, including any Seller IP RegistrationIntellectual Property. As of Except as set forth on Schedule 2.10.2(b)(ii) to the Agreement DateDisclosure Letter, there are have been no interferences, re-examinations, or oppositions brought or, to the Knowledge of Sellerthe Company, threatened to be brought involving any of the Seller IP Registrations. (b) Schedule 2.10.2(b) Company-Owned Intellectual Property, nor, to the Disclosure Memorandum sets forth all material unregistered trademarks, service marks, and other identifiers in the Seller-Owned IP currently used by Seller in the conduct Knowledge of the BusinessCompany, is there any basis for any such interference, re-examination, or opposition.

Intellectual Property Registrations. (a) All current issuancesregistrations, registrations filings, and applications made by, on behalf of, or in the name of the Corporation (or under obligation of assignment to the Corporation) in any jurisdiction for any Patentspatents, Copyrightscopyrights, Mask Worksmask works, Trademarkstrademarks, Domain Namesservice marks, domain names, and any other Corporation Intellectual Property Rights, in each case included in the Seller-Owned IP Right (collectively, “Seller Corporation IP Registrations”) and all issuances, registrations and applications for the foregoing that have lapsed, expired or been abandoned prior to the Agreement Date are set forth on Schedule 2.10.2(a) to in the Disclosure MemorandumTriller LLC 2024 S-1 and/or the Parent August 2024 Draft 14A. The Corporation will, setting forth upon request of Parent, provide Parent with the jurisdictions in which such Intellectual Property Right Corporation IP Registration has been issued, registered or applied for applications have been filed, the name of the owner, the application or registration number, the filing date, the date of registration, and the record owner thereofexpiration date of such Corporation IP Registration. The Corporation has made available to Parent complete and accurate copies of all applications that are not publicly available related to each item included in the Corporation IP Registrations. All Seller of the Corporation IP Registrations are valid, enforceable, and subsisting. None of the issued or registered Seller IP Registrations have been found by a Governmental Body in an Order to be invalid or unenforceable There is no information, and no Person has challenged the validity or enforceability of any such Seller IP Registrations. To Seller’s Knowledge, there are no information, materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the Seller Corporation IP Registrations invalid or unenforceable, or would materially affect any pending application for any Seller IP Registrations, other than as set forth in correspondence from the United States Patent and Trademark Office, the United States Copyright Office, or similar Governmental Body in connection with the prosecution of Seller Corporation IP Registrations. As of the Agreement Date, there There are no actions that must be taken by Seller the Corporation or Buyer Parent within 60 180 days after the Agreement Date for the purpose of obtaining, maintaining, perfecting, preserving, or renewing any Seller Corporation IP Registration. All necessary registration, maintenance, and renewal fees due in connection with the Seller Corporation IP Registrations have been made prior to the due date and all necessary documents, recordations, and certificates in connection with the Seller Corporation IP Registrations have been filed with the relevant Governmental Bodypatent, copyright, trademark, or other authorities prior to the due date for the purposes of prosecuting, perfecting, and maintaining the Seller Corporation IP Registrations. Seller The Corporation has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Seller Corporation IP Registrations that would constitute Fraud or a misrepresentation with respect to such application, or that would otherwise affect the validity or enforceability of any Corporation IP Registration. To Seller’s Knowledge, Seller The Corporation has not engaged in any action or any omission, conducted the Businessits business, or used or enforced or failed to use or enforce Intellectual Property Rights included in the Seller-Owned Corporation IP, in a manner that would result in the abandonment, cancellation, or unenforceability of any Corporation Intellectual Property Right included in the Seller-Owned IP or Seller Corporation IP Registration. To Seller’s Knowledge, Seller and the Corporation has not taken (or and not failed to take) any action that is likely to would result in the forfeiture or relinquishment of any Corporation Intellectual Property Right included in the Seller-Owned IP, including any Seller or Corporation IP Registration. As The Corporation will, upon request of Parent, make available a list of all trademarks, trade names, service marks, logos, domain names, design rights, and other identifiers currently used or proposed to be used by the Agreement DateCorporation but for which no registration has been sought, there are as well as any other material, unregistered Corporation IP. There have been no interferences, re-examinations, or oppositions brought or, to the Knowledge of Seller, or threatened to be brought involving any of the Seller IP Registrations. (b) Schedule 2.10.2(b) Corporation IP, nor to the Disclosure Memorandum sets forth all material unregistered trademarks, service marks, and other identifiers in the Seller-Owned IP currently used by Seller in the conduct Knowledge of the BusinessCorporation, is there any basis for any such interference, re-examination, or opposition.

Intellectual Property Registrations. (a) All current issuancesregistrations, registrations filings, and applications made by, on behalf of, or in the name of the Corporation (or under obligation of assignment to the Corporation) in any jurisdiction for any Patentspatents, Copyrightscopyrights, Mask Worksmask works, Trademarkstrademarks, Domain Namesservice marks, domain names, and any other Corporation Intellectual Property Rights, in each case included in the Seller-Owned IP Right (collectively, “Seller Corporation IP Registrations”) and all issuances, registrations and applications for the foregoing that have lapsed, expired or been abandoned prior to the Agreement Date are set forth on Schedule 2.10.2(a) to in the Disclosure MemorandumTriller LLC 2024 S-1. The Corporation will, setting forth upon request of Parent, provide Parent with the jurisdictions in which such Intellectual Property Right Corporation IP Registration has been issued, registered or applied for applications have been filed, the name of the owner, the application or registration number, the filing date, the date of registration, and the record owner thereofexpiration date of such Corporation IP Registration. The Corporation has made available to Parent complete and accurate copies of all applications that are not publicly available related to each item included in the Corporation IP Registrations. All Seller of the Corporation IP Registrations are valid, enforceable, and subsisting. None of the issued or registered Seller IP Registrations have been found by a Governmental Body in an Order to be invalid or unenforceable There is no information, and no Person has challenged the validity or enforceability of any such Seller IP Registrations. To Seller’s Knowledge, there are no information, materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the Seller Corporation IP Registrations invalid or unenforceable, or would materially affect any pending application for any Seller IP Registrations, other than as set forth in correspondence from the United States Patent and Trademark Office, the United States Copyright Office, or similar Governmental Body in connection with the prosecution of Seller Corporation IP Registrations. As of the Agreement Date, there There are no actions that must be taken by Seller the Corporation or Buyer Parent within 60 180 days after the Agreement Date for the purpose of obtaining, maintaining, perfecting, preserving, or renewing any Seller Corporation IP Registration. All necessary registration, maintenance, and renewal fees due in connection with the Seller Corporation IP Registrations have been made prior to the due date and all necessary documents, recordations, and certificates in connection with the Seller Corporation IP Registrations have been filed with the relevant Governmental Bodypatent, copyright, trademark, or other authorities prior to the due date for the purposes of prosecuting, perfecting, and maintaining the Seller Corporation IP Registrations. Seller The Corporation has not misrepresented, or failed to disclose, any facts or circumstances in any application for any Seller Corporation IP Registrations that would constitute Fraud or a misrepresentation with respect to such application, or that would otherwise affect the validity or enforceability of any Corporation IP Registration. To Seller’s Knowledge, Seller The Corporation has not engaged in any action or any omission, conducted the Businessits business, or used or enforced or failed to use or enforce Intellectual Property Rights included in the Seller-Owned Corporation IP, in a manner that would result in the abandonment, cancellation, or unenforceability of any Corporation Intellectual Property Right included in the Seller-Owned IP or Seller Corporation IP Registration. To Seller’s Knowledge, Seller and the Corporation has not taken (or and not failed to take) any action that is likely to would result in the forfeiture or relinquishment of any Corporation Intellectual Property Right included in the Seller-Owned IP, including any Seller or Corporation IP Registration. As The Corporation will, upon request of Parent, make available a list of all trademarks, trade names, service marks, logos, domain names, design rights, and other identifiers currently used or proposed to be used by the Agreement DateCorporation but for which no registration has been sought, there are as well as any other material, unregistered Corporation IP. There have been no interferences, re-examinations, or oppositions brought or, to the Knowledge of Seller, or threatened to be brought involving any of the Seller IP Registrations. (b) Schedule 2.10.2(b) Corporation IP, nor to the Disclosure Memorandum sets forth all material unregistered trademarks, service marks, and other identifiers in the Seller-Owned IP currently used by Seller in the conduct Knowledge of the BusinessCorporation, is there any basis for any such interference, re-examination, or opposition.