Common use of Technology and Intellectual Property Clause in Contracts

Technology and Intellectual Property. (i) Except as set forth in Section 3.1(p)(i) of the Sellers’ Disclosure Letter, the Acquired Companies or the Acquired Company Subsidiaries own or possess, or have rights or licenses to use, trademarks, trademark applications, service marks, trade names, copyrights, Internet domain names (including any registrations or applications to register any of the foregoing), computer software, trade secrets, inventions and know-how and, to the Knowledge of Sellers, the Acquired Companies or the Acquired Company Subsidiaries own or possess, or have rights or licensees to use, the patents and patent applications that are necessary to carry on their business as presently conducted (each, an “Intellectual Property Right”), except where the failure to so own or possess, or have licenses to use, would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.1(p)(i) of the Sellers’ Disclosure Letter, none of the Acquired Companies or the Acquired Company Subsidiaries has received any written notice of any infringement of the rights of any third party with respect to any Intellectual Property Right used by the Acquired Companies or the Acquired Company Subsidiaries. (ii) Section 3.1(p)(ii) of the Sellers’ Disclosure Letter sets forth a complete and accurate list of all material computer programs and databases used by an Acquired Company or Acquired Company Subsidiary and owned by the Acquired Companies or the Acquired Company Subsidiaries (the “Owned Computer Programs”), and identifies which Acquired Company or Acquired Company Subsidiary owns each such program. Except as set forth in Section 3.1(p)(ii) of the Sellers’ Disclosure Letter, the relevant Acquired Company or Acquired Company Subsidiary, as the case may be, has the sole, full and clear title to the Owned Computer Programs, free of all claims, including claims, liens or encumbrances or ownership rights of employees, agents, consultants, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software, and owns all right to ▇▇▇ and keep any damage awards for any past infringements by any Person of any Owned Computer Programs. (iii) Section 3.1(p)(iii) of the Sellers’ Disclosure Letter sets forth a complete and accurate list of all material computer programs and databases (other than shrink wrap, click wrap or commercially available, off-the-shelf computer programs or databases and Owned Computer Programs) used by the Acquired Companies or the Acquired Company Subsidiaries in the business as currently conducted by the Acquired Companies and the Acquired Company Subsidiaries (the “Licensed Computer Programs”). Except as set forth on Section 3.1(p)(iii) of the Sellers’ Disclosure Letter, to the Knowledge of Sellers, the relevant Acquired Company or Acquired Company Subsidiary, as the case may be, has the right and license to use each Licensed Computer Program, free and clear of any limitations or encumbrances (other than any Permitted Lien) except as may be set forth in the applicable license, contract or agreement. (iv) To the Knowledge of Sellers, all Intellectual Property Rights that have been licensed by or on behalf of the Acquired Companies and the Acquired Company Subsidiaries are being used substantially in accordance with the applicable license pursuant to which the Acquired Companies or the Acquired Company Subsidiaries have the right to use such Intellectual Property Rights, except where the failure to do so would not reasonably be expected to have a Company Material Adverse Effect. (v) Section 3.1(p)(v) of the Sellers’ Disclosure Letter sets forth a complete and accurate list of (A) registered and applied for patents, trademarks, service marks, copyrights or domain names, in each case specifying the jurisdiction in which the applicable registration has been obtained or pending application has been filed, and, where applicable, the registration or application number therefor and (B) material common law trademarks and service marks owned by the Acquired Companies or the Acquired Company Subsidiaries. Except as set forth in Section 3.1(p)(v) of the Sellers’ Disclosure Letter, as of the date hereof, there are no claims pending or, to the Knowledge of the Sellers, threatened, challenging the ownership, validity or enforceability of any Intellectual Property Right owned by the Acquired Companies or the Acquired Company Subsidiaries that, if adversely determined, would have a Company Material Adverse Effect. (vi) None of the Acquired Companies or the Acquired Company Subsidiaries has suffered a security breach with respect to its data or systems, except, in each case, for such security breaches which would not reasonably be expected to have a Company Material Adverse Effect.

Technology and Intellectual Property. (a) Schedule 3.14 lists: (i) Except as set forth in Section 3.1(p)(i) of the Sellers’ Disclosure Letter, the Acquired Companies or the Acquired Company Subsidiaries own or possess, or have rights or licenses to use, all patents and all registered trademarks, trademark applications, service marks, trade namescopyrights and mask works, copyrights, Internet domain names (including and any registrations or applications to register and renewals for any of the foregoing), computer software, trade secrets, inventions and know-how and, to the Knowledge of Sellers, the Acquired Companies or the Acquired Company Subsidiaries own or possess, or have rights or licensees to use, the patents and patent applications that are necessary to carry on their business as presently conducted (each, an “Intellectual Property Right”), except where the failure to so own or possess, or have licenses to use, would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.1(p)(i) of the Sellers’ Disclosure Letter, none of the Acquired Companies or the Acquired Company Subsidiaries has received any written notice of any infringement of the rights of any third party with respect to any Intellectual Property Right used by the Acquired Companies or the Acquired Company Subsidiaries. (ii) Section 3.1(p)(ii) of the Sellers’ Disclosure Letter sets forth a complete and accurate list of all material computer programs and databases used by an Acquired Company or Acquired Company Subsidiary and foregoing owned by the Acquired Companies or the Acquired Company Subsidiaries (the “Owned Computer Programs”), and identifies which Acquired Company or Acquired Company Subsidiary owns each such program. Except as set forth in Section 3.1(p)(ii) of the Sellers’ Disclosure Letter, the relevant Acquired Company or Acquired Company Subsidiary, as the case may be, has the sole, full and clear title to the Owned Computer Programs, free of all claims, including claims, liens or encumbrances or ownership rights of employees, agents, consultants, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software, and owns all right to ▇▇▇ and keep any damage awards for any past infringements by any Person of any Owned Computer Programs. (iii) Section 3.1(p)(iii) of the Sellers’ Disclosure Letter sets forth a complete and accurate list of all material computer programs and databases (other than shrink wrap, click wrap or commercially available, off-the-shelf computer programs or databases and Owned Computer Programs) used by the Acquired Companies or the Acquired Company Subsidiaries in the business as currently conducted by the Acquired Companies and the Acquired Company Subsidiaries (the “Licensed Computer Programs”). Except as set forth on Section 3.1(p)(iii) of the Sellers’ Disclosure Letter, to the Knowledge of Sellers, the relevant Acquired Company or Acquired Company Subsidiary, as the case may be, has the right and license to use each Licensed Computer Program, free and clear of any limitations or encumbrances (other than any Permitted Lien) except as may be set forth in the applicable license, contract or agreement. (iv) To the Knowledge of Sellers, all Intellectual Property Rights that have been licensed by or on behalf of the Acquired Companies Company and any of its Subsidiaries; (ii) all hardware products and tools, software and firmware products and tools and services that are currently sold, published, offered, or under development by the Acquired Company and any of its Subsidiaries; and (iii) all licenses (in and out), sublicenses and other agreements to which the Company and any of its Subsidiaries are being used substantially in accordance with the applicable license is a party and pursuant to which the Acquired Companies Company and any of its Subsidiaries or any other Person is authorized to use any of the Acquired Company Intellectual Property or exercise any rights with respect thereto. (b) Each item of Company Intellectual Property is either: (i) owned solely by the Company or one of its Subsidiaries free and clear of any Liens; or (ii) rightfully used and authorized for use by the Company or one of its Subsidiaries and their respective successors pursuant to a valid and enforceable written license (except as limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, and other applicable provisions of any laws, statutes, ordinances or regulations of general application affecting enforcement of creditors' rights or relief of debtors generally, (B) the availability of specific performance, injunctive relief, or other equitable remedies (whether in a court of equity or at law), or (C) limitations of public policy). All of the Company Intellectual Property that is used by the Company or its Subsidiaries pursuant to a license or other grant of a right by a third party to use its proprietary information is separately identified as such in Schedule 3.14. The Company and its Subsidiaries have all rights in the Company Intellectual Property necessary to carry out the Company's and the Subsidiaries' former, current and currently planned future activities, including without limitation (except as noted in Schedule 3.14) rights to make, use, exclude others from using, reproduce, modify, adapt, create derivative works based on, translate, distribute (directly and indirectly), transmit, display and perform publicly, license, rent, lease, assign and sell the Company Intellectual Property in all geographic locations and fields of use, and to sublicense any or all such rights to third parties, including the right to use such Intellectual Property Rights, except where the failure to do so would not reasonably be expected to have a Company Material Adverse Effectgrant further sublicenses. (vc) Section 3.1(p)(v) Neither the Company nor any Subsidiary is in violation of any license, sublicense or other agreement to which the Company or any Subsidiary is a party or otherwise bound relating to any of the Sellers’ Disclosure Letter sets forth a complete and accurate list of (A) registered and applied for patents, trademarks, service marks, copyrights or domain names, in each case specifying the jurisdiction in which the applicable registration has been obtained or pending application has been filed, and, where applicable, the registration or application number therefor and (B) material common law trademarks and service marks owned by the Acquired Companies or the Acquired Company SubsidiariesIntellectual Property. Except as set forth noted in Section 3.1(p)(vSchedule 3.14, neither the Company nor any Subsidiary is obligated to provide any consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by the Company or any Subsidiary or Buyer, as successor to the Company or any Subsidiary, in the Company Intellectual Property. (d) The use of the Sellers’ Disclosure LetterCompany Intellectual Property by the Company and its Subsidiaries and their customers as currently used and as currently proposed to be used does not infringe any other Person's copyright, as trade secret rights, right of privacy, right in personal data, moral right or other intellectual property right. The use by the Company and its Subsidiaries and their customers of the date hereofCompany Intellectual Property as currently used and as currently proposed to be used does not infringe any other Person's patent, there are no claims pending trademark, service mark, trade name, firm name, logo, trade dress or mask work. No claim▇ (▇) challenging the validity, enforceability, effectiveness or ownership by the Company or any Subsidiary of any of the Company Intellectual Property or (ii) to the effect that the use, reproduction, modification, manufacture, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Company Intellectual Property by the Company and its Subsidiaries, infringes or will infringe on any intellectual property or other proprietary or personal right of any Person have been asserted against the Company or any Subsidiary or, to the Knowledge Company's Knowledge, are threatened by any Person nor does there exist, to the Company's Knowledge, any valid basis for such a claim. There are no legal or governmental proceedings, including interference, re-examination, reissue, opposition, nullity, or cancellation proceedings pending that relate to any of the SellersCompany Intellectual Property, threatenedother than review of pending patent applications, challenging and neither the ownershipCompany, validity or enforceability any Subsidiary nor any Seller is aware of any Intellectual Property Right information indicating that such proceedings are threatened or contemplated by any governmental entity or any other Person. All granted or issued patents and mask works, all registered trademarks and service marks, and all copyright registrations owned by the Acquired Companies Company or any Subsidiary are valid, enforceable and subsisting. To the Acquired Company's Knowledge, there is no unauthorized use, infringement, or misappropriation of any of Company Subsidiaries thatIntellectual Property by any third party, if adversely determined, would have a Company Material Adverse Effectemployee or former employee. (vie) None Schedule 3.14 separately lists all parties (other than employees) who have created any portion of, or otherwise have any rights in or to, the Company Intellectual Property. The Company and each Subsidiary have secured from all parties (including employees) who have created any portion of, or otherwise have any rights in or to, the Company Intellectual Property owned by the Company valid and enforceable written assignments of any such work, invention, improvement or other rights to the Company and each Subsidiary and have provided true and complete copies of such assignments to Buyer. (f) The transactions contemplated under this Agreement will not alter, impair or otherwise affect any rights of the Acquired Companies Company or any Subsidiary in any Company Intellectual Property. (g) The Company and its Subsidiaries have taken commercially reasonable measures to protect the Acquired proprietary nature of the Company Subsidiaries Intellectual Property and to maintain in confidence all trade secrets and confidential information owned or used by the Company or any of its Subsidiaries. (h) Company Intellectual Property does not include any Publicly Available Software and the Company has suffered not used Publicly Available Software in whole or in part in the development of any part of Company Intellectual Property in a security breach with respect manner that may subject Company Intellectual Property in whole or in part, to its data all or systemspart of the license obligations of any Publicly Available Software. "Publicly Available Software" means each of (i) any software that contains, exceptor is derived in any manner (in whole or in part) from, in each caseany software that is distributed as free software, for such security breaches which would not reasonably be expected to have a Company Material Adverse Effect.open source software (e.

Technology and Intellectual Property. (ia) Except as set forth The electronic data processing, information, record keeping, communications, telecommunications, portfolio trading and computer systems and Intellectual Property (including Software) which are used by the Company and the Company Subsidiaries in Section 3.1(p)(itheir businesses (collectively, the "Technology Systems") are adequate for the operation of the Sellers’ Disclosure Letter, business of the Acquired Companies or Company and the Acquired Company Subsidiaries own as currently operated. The Company owns or possess, or have rights or licenses has the right to use, trademarks, trademark applications, service marks, trade names, copyrights, Internet domain names (including any registrations or applications to register any use all components of the foregoing), computer software, trade secrets, inventions and know-how and, Company Technology Systems that are reasonably necessary to the Knowledge of Sellers, the Acquired Companies or the Acquired Company Subsidiaries own or possess, or have rights or licensees to use, the patents and patent applications that are necessary to carry on their business as presently conducted (each, an “Intellectual Property Right”), except where the failure to so own or possess, or have licenses to use, would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.1(p)(i) normal operations of the Sellers’ Disclosure Letter, none business of the Acquired Companies or Company as currently conducted by it. The Company has good title to all the Acquired Company Subsidiaries Technology Systems owned by it. There has received not been any written notice of any infringement of the rights of any third party material malfunction with respect to any Intellectual Property Right used by the Acquired Companies or the Acquired Company Subsidiaries. (ii) Section 3.1(p)(ii) of the Sellers’ Disclosure Letter sets forth a complete and accurate list of Company Technology Systems since December 31, 1998 that has not been remedied or replaced in all material computer programs and databases used by an Acquired Company or Acquired Company Subsidiary and owned by the Acquired Companies or the Acquired Company Subsidiaries (the “Owned Computer Programs”), and identifies which Acquired Company or Acquired Company Subsidiary owns each such program. Except as set forth in Section 3.1(p)(ii) of the Sellers’ Disclosure Letter, the relevant Acquired Company or Acquired Company Subsidiary, as the case may be, has the sole, full and clear title to the Owned Computer Programs, free of all claims, including claims, liens or encumbrances or ownership rights of employees, agents, consultants, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software, and owns all right to ▇▇▇ and keep any damage awards for any past infringements by any Person of any Owned Computer Programs. (iii) Section 3.1(p)(iii) of the Sellers’ Disclosure Letter sets forth a complete and accurate list of all material computer programs and databases (other than shrink wrap, click wrap or commercially available, off-the-shelf computer programs or databases and Owned Computer Programs) used by the Acquired Companies or the Acquired Company Subsidiaries in the business as currently conducted by the Acquired Companies and the Acquired Company Subsidiaries (the “Licensed Computer Programs”). Except as set forth on Section 3.1(p)(iii) of the Sellers’ Disclosure Letter, to the Knowledge of Sellers, the relevant Acquired Company or Acquired Company Subsidiary, as the case may be, has the right and license to use each Licensed Computer Program, free and clear of any limitations or encumbrances (other than any Permitted Lien) except as may be set forth in the applicable license, contract or agreement. (iv) To the Knowledge of Sellers, all Intellectual Property Rights that have been licensed by or on behalf of the Acquired Companies and the Acquired Company Subsidiaries are being used substantially in accordance with the applicable license pursuant to which the Acquired Companies or the Acquired Company Subsidiaries have the right to use such Intellectual Property Rights, except where the failure to do so would not reasonably be expected to have a Company Material Adverse Effect. (v) Section 3.1(p)(v) of the Sellers’ Disclosure Letter sets forth a complete and accurate list of (A) registered and applied for patents, trademarks, service marks, copyrights or domain namesrespects, in each case specifying without material disruption to the jurisdiction in which businesses of the applicable registration has been obtained or pending application has been filed, and, where applicable, Company and the registration or application number therefor and (B) material common law trademarks and service marks owned by the Acquired Companies or the Acquired Company Subsidiaries. Except as set forth in Section 3.1(p)(v) The completion of the Sellers’ Disclosure Letter, as Transactions shall not materially alter or impair the right of the date hereof, there Company and the Company Subsidiaries to use each of the components of the Company Technology Systems. No database included in the Intellectual Property of the Company and the Company Subsidiaries has been disclosed or authorized to be disclosed to any third-party other than pursuant to a confidentiality or non-disclosure agreement that reasonably protects the Company's and the Company Subsidiaries' interest in and to such database. (b) The conduct of the business of the Company and its Subsidiaries does not infringe upon any intellectual property right owned or controlled by any third-party. There are no claims claims, proceedings or actions pending or, to the Knowledge Company's knowledge, threatened in writing, and the Company has not received any notice of any claim or suit (i) alleging that the Company's or any Company Subsidiary's activities infringes upon or constitutes the unauthorized use of the Sellers, threatened, proprietary rights of any third-party or (ii) challenging the ownership, use, validity or enforceability of any Intellectual Property Right owned or controlled by the Acquired Companies Company or any Company Subsidiary, nor is there a valid basis for any such claim or suit. No third-party is, to the Acquired Company's knowledge, infringing upon any Intellectual Property owned or controlled by the Company Subsidiaries thator any the Company Subsidiary, if adversely determined, would and no such claims have a been made by the Company Material Adverse Effector any the Company Subsidiary. (vi) None of the Acquired Companies or the Acquired Company Subsidiaries has suffered a security breach with respect to its data or systems, except, in each case, for such security breaches which would not reasonably be expected to have a Company Material Adverse Effect.

Technology and Intellectual Property. (i) Except as set forth in Section 3.1(p)(i) of the Sellers’ Seller’s Disclosure LetterLetter and subject, at Closing, to Section 4.5(c), the Acquired Companies Company or the Acquired Company Subsidiaries own or possess, or have rights or licenses to use, the patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, Internet domain names (including any registrations registrations, licenses or applications rights relating to register any of the foregoing), computer software, trade secrets, inventions and know-how and, to the Knowledge of Sellers, the Acquired Companies or the Acquired Company Subsidiaries own or possess, or have rights or licensees to use, the patents and patent applications that are necessary material to carry carrying on their business as presently conducted (each, an “Intellectual Property Right”), except where the failure to so own or possess, or have licenses to use, would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.1(p)(i) of the Sellers’ Seller’s Disclosure Letter, none of the Acquired Companies Company or the Acquired Company Subsidiaries has received any written notice of any infringement of the rights of any third party with respect to any Intellectual Property Right used by the Acquired Companies or the Acquired Company SubsidiariesRight. (ii) Section 3.1(p)(ii) of the Sellers’ Disclosure Letter sets forth a complete and accurate list of all material computer programs and databases used by an Acquired Company or Acquired Company Subsidiary and owned by the Acquired Companies or the Acquired Company Subsidiaries (the “Owned Computer Programs”), and identifies which Acquired Company or Acquired Company Subsidiary owns each such program. Except as set forth in Section 3.1(p)(ii) of the Sellers’ Disclosure Letter, the relevant Acquired Company or Acquired Company Subsidiary, as the case may be, has the sole, full and clear title to the Owned Computer Programs, free of all claims, including claims, liens or encumbrances or ownership rights of employees, agents, consultants, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software, and owns all right to ▇▇▇ and keep any damage awards for any past infringements by any Person of any Owned Computer Programs. (iii) Section 3.1(p)(iii) of the Sellers’ Disclosure Letter sets forth a complete and accurate list of all material computer programs and databases (other than shrink wrap, click wrap or commercially available, off-the-shelf computer programs or databases and Owned Computer Programs) used by the Acquired Companies or the Acquired Company Subsidiaries in the business as currently conducted by the Acquired Companies and the Acquired Company Subsidiaries (the “Licensed Computer Programs”). Except as set forth on Section 3.1(p)(iii) of the Sellers’ Disclosure Letter, to the Knowledge of Sellers, the relevant Acquired Company or Acquired Company Subsidiary, as the case may be, has the right and license to use each Licensed Computer Program, free and clear of any limitations or encumbrances (other than any Permitted Lien) except as may be set forth in the applicable license, contract or agreement. (iv) To the Knowledge of Sellers, all All Intellectual Property Rights that have been licensed by or on behalf of the Acquired Companies Company and the Acquired Company Subsidiaries are being used substantially in accordance with the applicable license pursuant to which the Acquired Companies Company or the Acquired Company Subsidiaries have the right to use such Intellectual Property Rights, except where the failure to do so would not reasonably be expected to have a Company Material Adverse Effect. (viii) Section 3.1(p)(v3.1(p)(iii)(A) of the Sellers’ Seller’s Disclosure Letter sets forth contains a complete and accurate list of (A) registered and applied for patents, trademarks, service marks, copyrights or domain namesnames owned by the Acquired Company or the Acquired Company Subsidiaries, in each case specifying the jurisdiction in which the applicable registration has been obtained or pending application has been filed, and, where applicable, the registration or application number therefor therefore and (B) material common law trademarks and service marks owned by the Acquired Companies Company or the Acquired Company Subsidiaries. Except as set forth in Section 3.1(p)(v3.1(p)(iii)(B) of the Sellers’ Seller’s Disclosure Letter, as of the date hereof, there are no claims pending or, to the Knowledge of the SellersSeller, threatened, challenging the ownership, validity or enforceability of any Intellectual Property Right owned by the Acquired Companies Company or the Acquired Company Subsidiaries that, if adversely determined, would have a Company Material Adverse EffectSubsidiaries. (viiv) None Except as set forth in Section 3.1(p)(iv) of Seller’s Disclosure Letter, none of the Acquired Companies Company or the Acquired Company Subsidiaries has suffered a material security breach with respect to its data or systems, except, systems requiring notification to employees in each case, for connection with such security breaches which would not reasonably be expected employees’ confidential information or to have a Company Material Adverse Effectcustomers.