Common use of Patents and Intellectual Property Rights Clause in Contracts

Patents and Intellectual Property Rights. (a) The disclosures in the SEC Documents sets forth each patent, trademark, trade name, service ▇▇▇▇, brand ▇▇▇▇, brand name, and registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the “Intellectual Property”) owned or used in connection with the Business by Liberator and indicates, with respect to each item of Liberator's Intellectual Property that is licensed by Liberator, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The use of the foregoing by Liberator does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service ▇▇▇▇, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and Liberator has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as otherwise disclosed. (b) Liberator owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. Liberator has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by Liberator, each of the licenses or other contracts relating to Liberator's Intellectual Property (collectively, the “Intellectual Property Licenses”) is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by Liberator or, to Liberator's knowledge, by any other party thereto, and to Liberator’s knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by Liberator thereunder.

Patents and Intellectual Property Rights. (a) The disclosures in the SEC Documents Schedule 2.14 sets forth a list of each patent, trademark, trade name, service ▇▇▇▇, brand ▇▇▇▇, brand name, and registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the “"Intellectual Property”") owned or used in connection with the Business by Liberator the Company and indicates, with respect to each item of LiberatorCompany's Intellectual Property that is licensed by Liberatorthe Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The use of the foregoing by Liberator the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service ▇▇▇▇, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and Liberator the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as otherwise disclosed.set forth on Schedule 2.14A. (b) Liberator The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. Liberator The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by Liberatorthe Company, each of the licenses or other contracts relating to Liberatorthe Company's Intellectual Property (collectively, the “"Intellectual Property Licenses”") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by Liberator the Company or, to Liberatorthe Company's knowledge, by any other party thereto, and to Liberator’s the Company's knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by Liberator the Company thereunder.

Patents and Intellectual Property Rights. (a) The disclosures in the SEC Documents Schedule 2.14 sets forth a list of each patent, trademark, trade name, service ▇▇▇▇mark, brand ▇▇▇▇mark, brand name, and registered copyright as well as all registrations thereof r▇▇▇▇trations ▇▇▇reof and pending applications therefortherefore, and each license or other contract relating thereto (collectively, the “"Intellectual Property”") owned or used in connection with the Business by Liberator the Company and indicates, with respect to each item of LiberatorCompany's Intellectual Property that is licensed by Liberatorthe Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The To the Company's knowledge, the use of the foregoing by Liberator the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service ▇▇▇▇mark, brand name, computer program, database, industrial design, trade secret▇▇▇▇et, copyright or any pending application thereto of any other person and there have been no claims made and Liberator the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as otherwise disclosed.set forth on Schedule 2.14A. (b) Liberator The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. Liberator The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by Liberatorthe Company, each of the licenses or other contracts relating to Liberatorthe Company's Intellectual Property (collectively, the “"Intellectual Property Licenses”") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by Liberator the Company or, to Liberatorthe Company's knowledge, by any other party thereto, and to Liberator’s the Company's knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by Liberator thereunderthe Company there under.

Patents and Intellectual Property Rights. (a) The disclosures in the SEC Documents Schedule 2.14 sets forth a list of each patent, trademark, trade name, service ▇▇▇▇mark, brand ▇▇▇▇mark, brand name, and registered copyright as well as all registrations thereof ▇▇▇istratio▇▇ ▇hereof and pending applications therefortherefore, and each license or other contract relating thereto (collectively, the “"Intellectual Property”") owned or used in connection with the Business by Liberator the Company and indicates, with respect to each item of LiberatorCompany's Intellectual Property that is licensed by Liberatorthe Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The To the Company's knowledge, the use of the foregoing by Liberator the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service ▇▇▇▇mark, brand name, computer program, database, industrial design, trade secrettrad▇ ▇▇cret, copyright or any pending application thereto of any other person and there have been no claims made and Liberator the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as otherwise disclosed.set forth on Schedule 2.14A. (b) Liberator The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. Liberator The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by Liberatorthe Company, each of the licenses or other contracts relating to Liberatorthe Company's Intellectual Property (collectively, the “"Intellectual Property Licenses”") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by Liberator the Company or, to Liberatorthe Company's knowledge, by any other party thereto, and to Liberator’s the Company's knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by Liberator thereunderthe Company there under.

Patents and Intellectual Property Rights. (a) The disclosures in the SEC Documents Schedule 2.14 sets forth a list of each patent, trademark, trade name, service ▇▇▇▇mark, brand ▇▇▇▇mark, brand name, and registered copyright as well as all registrations a▇▇ ▇egistrat▇▇▇▇ thereof and pending applications therefortherefore, and each license or other contract relating thereto (collectively, the “"Intellectual Property”") owned or used in connection with the Business by Liberator the Company and indicates, with respect to each item of LiberatorCompany's Intellectual Property that is licensed by Liberatorthe Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The To the Company's knowledge, the use of the foregoing by Liberator the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service ▇▇▇▇mark, brand name, computer program, database, industrial design, trade tr▇▇▇ secret, copyright or any pending application thereto of any other person and there have been no claims made and Liberator the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as otherwise disclosed.set forth on Schedule 2.14A. (b) Liberator The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. Liberator The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by Liberatorthe Company, each of the licenses or other contracts relating to Liberatorthe Company's Intellectual Property (collectively, the “"Intellectual Property Licenses”") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by Liberator the Company or, to Liberatorthe Company's knowledge, by any other party thereto, and to Liberator’s the Company's knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by Liberator thereunderthe Company there under.

Patents and Intellectual Property Rights. (a) The disclosures in the SEC Documents sets forth each patentpatents, trademarktrademarks, trade namenames, service ▇▇▇▇marks, brand ▇▇▇▇marks, brand namenames, and registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the “Intellectual Property”) owned or used in connection with the Business by Liberator and indicates, with respect to each item of Liberator's Intellectual Property that is licensed by Liberator, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating theretocopyrights. The use of the foregoing by Liberator does Company has not conflict conflicted with, infringe infringed upon, violate violated or interfere interfered with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service ▇▇▇▇, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and Liberator the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as otherwise disclosed. (b) Liberator The Company owns or has rights to use all Intellectual Propertyall, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. Liberator The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by Liberatorthe Company, each of the licenses or other contracts relating to Liberatorthe Company's Intellectual Property intellectual property (collectively, the “"Intellectual Property Licenses”") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by Liberator the Company or, to Liberatorthe Company's knowledge, by any other party thereto, and to Liberatorthe Company’s knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by Liberator the Company thereunder.

Patents and Intellectual Property Rights. (a) The disclosures in the SEC Documents Schedule 2.14 sets forth a list of each patent, trademark, trade name, service ▇▇▇▇mark, brand ▇▇▇▇mark, brand name, and registered copyright as well as all registrations thereof ▇▇▇istratio▇▇ ▇hereof and pending applications therefor, and each license or other contract relating thereto (collectively, the “"Intellectual Property”") owned or used in connection with the Business by Liberator the Company and indicates, with respect to each item of LiberatorCompany's Intellectual Property that is licensed by Liberatorthe Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The To the Company's knowledge, the use of the foregoing by Liberator the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service ▇▇▇▇mark, brand name, computer program, database, industrial design, trade secrettrad▇ ▇▇cret, copyright or any pending application thereto of any other person and there have been no claims made and Liberator the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as otherwise disclosed.set forth on Schedule 2.14A. (b) Liberator The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. Liberator The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by Liberatorthe Company, each of the licenses or other contracts relating to Liberatorthe Company's Intellectual Property (collectively, the “"Intellectual Property Licenses”") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by Liberator the Company or, to Liberatorthe Company's knowledge, by any other party thereto, and to Liberator’s the Company's knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by Liberator the Company thereunder.

Patents and Intellectual Property Rights. (a) The disclosures in the SEC Documents Schedule 2.14 sets forth a list of each patent, trademark, trade name, service ▇m▇▇▇, brand ▇m▇▇▇, brand name, and registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the “"Intellectual Property”") owned or used in connection with the Business by Liberator OFH and indicates, with respect to each item of LiberatorCompany's Intellectual Property that is licensed by LiberatorOFH, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The use of the foregoing by Liberator OFH does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service ▇m▇▇▇, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and Liberator OFH has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as otherwise disclosed.set forth on Schedule 2.14A. (b) Liberator OFH owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. Liberator OFH has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by LiberatorOFH, each of the licenses or other contracts relating to Liberator's OFH’ Intellectual Property (collectively, the “"Intellectual Property Licenses”") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by Liberator OFH or, to Liberator's OFH’ knowledge, by any other party thereto, and to Liberator’s OFH’ knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by Liberator OFH thereunder.

Patents and Intellectual Property Rights. (a) The disclosures in the SEC Documents Schedule 2.14 sets forth a list of each patent, trademark, trade name, service ▇▇▇▇, brand ▇▇▇▇, brand name, and registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the “"Intellectual Property”") owned or used in connection with the Business by Liberator the Company and indicates, with respect to each item of LiberatorCompany's Intellectual Property that is licensed by Liberatorthe Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The To the Company's knowledge, the use of the foregoing by Liberator the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service ▇▇▇▇, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and Liberator the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as otherwise disclosed.set forth on Schedule 2.14A. (b) Liberator The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. Liberator The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by Liberatorthe Company, each of the licenses or other contracts relating to Liberatorthe Company's Intellectual Property (collectively, the “"Intellectual Property Licenses”") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by Liberator the Company or, to Liberatorthe Company's knowledge, by any other party thereto, and to Liberatorthe Company’s knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by Liberator the Company thereunder.

Patents and Intellectual Property Rights. (a) The disclosures in the SEC Documents Schedule 2.14 sets forth a list of each patent, trademark, trade name, service ▇▇▇▇mark, brand ▇▇▇▇mark, brand name, and registered copyright as well as all registrations al▇ ▇▇gistrati▇▇▇ thereof and pending applications therefortherefore, and each license or other contract relating thereto (collectively, the “"Intellectual Property”") owned or used in connection with the Business by Liberator the Company and indicates, with respect to each item of LiberatorCompany's Intellectual Property that is licensed by Liberatorthe Company, the name of the licensor thereof and, with respect to oral Contracts, the terms of such license relating thereto. The To the Company's knowledge, the use of the foregoing by Liberator the Company does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service ▇▇▇▇mark, brand name, computer program, database, industrial design, trade secrettra▇▇ ▇ecret, copyright or any pending application thereto of any other person and there have been no claims made and Liberator the Company has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as otherwise disclosed.set forth on Schedule 2.14A. (b) Liberator The Company owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. Liberator The Company has not forfeited or otherwise Zeon-BlueStar Stock Purchase & Recap Agmt Final relinquished any such Intellectual Property, know-how, formulae or other proprietary right used in the conduct of the Business as now conducted. (c) To the extent used in the conduct of the Business by Liberatorthe Company, each of the licenses or other contracts relating to Liberatorthe Company's Intellectual Property (collectively, the “"Intellectual Property Licenses”") is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by Liberator the Company or, to Liberatorthe Company's knowledge, by any other party thereto, and to Liberator’s the Company's knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by Liberator thereunderthe Company there under.

Patents and Intellectual Property Rights. (a) The disclosures in the SEC Documents sets forth each patentSchedule 3.24(a) hereto lists all patents, trademarkpatent applications, inventions, formulae, technical information, research, data, concepts, methods, “know-how,” trade secrets, software, copyrights, trade/service marks, trade namenames, service ▇▇▇▇logos, brand ▇▇▇▇commercial symbols, brand namedomain names and other intellectual property owned by the Company, and whether registered copyright as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto unregistered (collectively, the “Intellectual PropertyOwned IP Rights”). The Company is the sole and exclusive owner of the Owned IP Rights. (b) owned or used All material registration, maintenance and renewal fees due and payable as of the Closing in connection with the Business Owned IP Rights have been paid and all necessary material documents and certificates in connection with the Owned IP Rights have been filed with the relevant patent, copyright, trademark or other authorities in France or foreign jurisdictions, as the case may be, for the purposes of perfecting, prosecuting and maintaining the foregoing. Except as set forth in Schedule 3.24(b), there are no actions that are required to be taken by Liberator and indicates, the Company within 120 days of the date of this Agreement with respect to each item any of Liberator's Intellectual Property that is the Owned IP Rights. (c) Schedule 3.24(c) hereto lists all patents, patent applications, inventions, formulae, technical information, research, data, concepts, methods, “know-how,” trade secrets, software, copyrights, trade/service marks, trade names, logos, commercial symbols, domain names and other intellectual property held by, used by or licensed by Liberatorto the Company, whether registered or unregistered (collectively, the name “Licensed IP Rights”). The Company has a valid right and license to use the Licensed IP Rights. Such Licensed IP Rights will not cease to be valid and binding and in full force and effect on terms substantially similar to those currently in effect as a result of the licensor thereof consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a material breach or material default under such agreement or otherwise give the other party to such agreement a right to terminate such agreement. Each such agreement will be enforceable by the Company surviving the consummation of the transactions contemplated by this Agreement without the consent or agreement of any other Person. (d) Except for such items specifically identified on Schedule 3.24(d), no intellectual property rights other than the Owned IP Rights and the Licensed IP Rights (collectively, the “IP Rights”) are required for the Company to conduct its business in the ordinary course consistent with past practice. (e) To the Knowledge of the Company, none of the IP Rights infringes (nor has any claim been made that any of them infringes) the patents, trademarks, copyrights or other rights of others. (f) Except as identified on Schedule 3.24(f), there is no license, settlement agreement, co-existence agreement or other agreement to which the Company is a party or to which it is legally bound relating to the Owned IP Rights and there are no restrictions or Liens relating to the Owned IP Rights, materially and adversely affecting the use by the Company and, after the Closing Date, the use by Buyer, of any of the Owned IP Rights. (g) Except as identified on Schedule 3.24(g), as of the date hereof, there is no pending claim, demand, litigation or other legal action with respect to oral Contractsany of the IP Rights, and no order, holding, decision or judgment has been rendered by any Authority, and no agreement, consent or stipulation exists to which the Company is a party or of which any of them has Knowledge, which would prevent the Company, or after the Closing Date, Buyer, from using any of the IP Rights. (h) Except as identified on Schedule 3.24(h), to the Knowledge of the Company, no other Person has infringed upon, misappropriated or otherwise come into conflict with any of the IP Rights, and during such period the Company has not received any notices, correspondence or other communications regarding any such infringement, misappropriation or conflict with any IP Rights. (i) The Company has taken and will continue to take all reasonable measures to protect the secrecy, confidentiality and value or all trade secrets and confidential information included in the IP Rights (the “Trade Secrets”). The Company has not taken any action nor, to the Knowledge of Company, failed to take any action that directly or indirectly caused any Trade Secret to enter the public domain or in any way adversely affects its value. (j) To the Knowledge of the Company, the terms software (i) material to the operation of the business of the Company, including all computer software and databases operated by the Company on web sites or used by the Company in connection with processing client orders, storing client information, or storing or archiving data, or (ii) used, manufactured, distributed, sold, licensed or marketed by the Company (collectively, the “Company Software”) is free of all viruses, worms, Trojan horses and other contaminants, in each case that disrupt in any material respect its operation or have a materially adverse impact on the operation of other software programs or operating systems. None of the Company Software contains or requires use of any “open source” code, shareware or other software that is made generally available to the public without requiring payment of fees or royalties or does or may require disclosure or licensing of any such license relating theretoitem of the Company Software or any other IP Rights owned by the Company. (k) The Company has all right, title and interest in and to the Company Software owned by the Company (the “Proprietary Company Software”), free and clear of all Liens. The Company has developed the Proprietary Company Software through its own efforts, as described in Section 3.24(m), and for its account. The use of the foregoing by Liberator Proprietary Company Software does not conflict withbreach any term of any license or other contract between the Company and any third party. (l) The Proprietary Company Software does not infringe any patent, infringe uponcopyright or trade secret or any other intellectual property right of any third party. The source code for the Proprietary Company Software has been maintained in confidence. (m) The Proprietary Company Software was: (i) developed by the Company’s employees working within the scope of their employment at the time of such development or (ii) developed by agents, violate consultants, contractors or interfere with or constitute an appropriation other Persons who have executed appropriate instruments of assignment in favor of the Company as assignee that have conveyed to the Company ownership of all of its intellectual property rights in the Proprietary Company Software. Except as set forth on Schedule 3.24(m), the Company has not received notice from any third party claiming any right, title, title or interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service ▇▇▇▇, brand name, computer program, database, industrial design, trade secret, copyright or any pending application thereto of any other person and there have been no claims made and Liberator has not received any notice or otherwise know that any of the foregoing is invalid or conflicts with the asserted rights of other Persons or have not been used or enforced or have been failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intellectual Property, except as otherwise disclosedProprietary Company Software. (bn) Liberator owns or has rights to use all Intellectual Property, know-how, formulae and other proprietary and trade rights necessary to conduct the Business as it is now conducted. Liberator The Company has not forfeited or otherwise relinquished any such Intellectual Property, know-how, formulae or other proprietary right used granted rights in the conduct of the Business as now conductedProprietary Company Software to any third party. (c) To the extent used in the conduct of the Business by Liberator, each of the licenses or other contracts relating to Liberator's Intellectual Property (collectively, the “Intellectual Property Licenses”) is in full force and effect and is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no notice or claim of default under any Intellectual Property License either by Liberator or, to Liberator's knowledge, by any other party thereto, and to Liberator’s knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default by Liberator thereunder.