Common use of Other Intellectual Property Matters Clause in Contracts

Other Intellectual Property Matters. (i) The Transferred Companies are the exclusive owners of the Owned Intellectual Property set forth in Section 2.11(a) of the Seller Disclosure Letter and, to the Knowledge of Seller, of the Trade Secrets owned by the Transferred Companies, free and clear of any Liens other than Permitted Liens. (ii) The conduct of the Business does not infringe, dilute, misappropriate or otherwise conflict with the rights of any Person in respect of any Intellectual Property, including with respect to any Patents, Copyrights, Trademarks or Trade Secrets of any third party. (iii) No claim or demand is pending or, to the Knowledge of Seller, threatened (A) challenging the validity of any Owned Intellectual Property or, to the Knowledge of Seller, Intellectual Property exclusively licensed to the Transferred Companies or any of the Transferred Companies’ title or rights thereto, or (B) alleging that any of the Transferred Companies or the conduct of the Business is infringing, diluting, misappropriating or otherwise in conflict with any Intellectual Property rights of any other Person. (iv) The Transferred Companies own or have the right to use all of the Data, free and clear of any Liens other than Permitted Liens. (v) Provided that all Third Party Consents are obtained, neither the execution, delivery or performance of this Agreement or any of the Ancillary Agreements nor the consummation of any of the transactions contemplated by this Agreement or any of the Ancillary Agreements will, with or without the giving of notice or lapse of time, or both, result in, or give any other Person the right or option to cause or declare, (A) a loss of, or encumbrance on, any Owned Intellectual Property used in the conduct of the Business as currently conducted, (B) a material breach of any material IP License to which any Transferred Company is a party, (C) the release, disclosure or delivery of any Owned Intellectual Property to any escrow agent or other Person or (D) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Owned Intellectual Property.

Other Intellectual Property Matters. (i) The Transferred Companies are the exclusive owners of the Owned Intellectual Property set forth in Section 2.11(a) of the Seller Disclosure Letter and, to the Knowledge of SellerSellers, of the Trade Secrets owned by the Transferred Companies, free and clear of any Liens other than Permitted Liens. (ii) The conduct of the Business does not infringe, dilute, misappropriate or otherwise conflict with the rights of any Person in respect of any Intellectual Property, including with respect to any Patents, Copyrights, Trademarks or Trade Secrets of any third party. (iii) No claim or demand is pending or, to the Knowledge of SellerSellers, threatened (A) challenging the validity of any Owned Intellectual Property or, to the Knowledge of SellerSellers, Intellectual Property exclusively licensed to the Transferred Companies or any of the Transferred Companies’ title or rights thereto, or (B) alleging that any of the Transferred Companies or the conduct of the Business is infringing, diluting, misappropriating or otherwise in conflict with any Intellectual Property rights of any other Person. (iv) The Transferred Companies own or have the right to use all of the Data, free and clear of any Liens other than Permitted Liens. (v) Provided that all Third Party Consents are obtained, neither the execution, delivery or performance of this Agreement or any of the Ancillary Agreements nor the consummation of any of the transactions contemplated by this Agreement or any of the Ancillary Agreements will, with or without the giving of notice or lapse of time, or both, result in, or give any other Person the right or option to cause or declare, (A) a loss of, or encumbrance on, any Owned Intellectual Property used in the conduct of the Business as currently conducted, (B) a material breach of any material IP License to which any Transferred Company is a party, (C) the release, disclosure or delivery of any Owned Intellectual Property to any escrow agent or other Person or (D) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Owned Intellectual Property.