Common use of Use of Licensed IP Clause in Contracts

Use of Licensed IP. The Company has valid written licenses in respect of all Licensed IP of sufficient scope to permit the Company to conduct its businesses as currently conducted without infringing or violating the rights of third parties, and all such licenses will survive the Closing and continue in full force and effect thereafter, so as to preserve all rights of, and benefits to, the Company, and Parent, under such licenses from and after the Closing. To the Knowledge of the Company, no claim or proceeding relating to the ownership of Licensed IP is pending or has been threatened, except for any such claim or proceeding that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP or (B) the distribution, hosting, provision, delivery or sale of any Company Product.

Use of Licensed IP. The Company has valid written licenses in respect of all Licensed IP of sufficient scope to permit the Company to conduct its businesses as currently conducted without infringing or violating the rights of third parties, provided that the foregoing representations and warranties are made solely as to the Company’s Knowledge with respect to third-party Patents other than those Patents licensed to the Company pursuant to written licenses, and all such licenses will survive the Closing and continue in full force and effect thereafter, so as to preserve all rights of, and benefits to, the Company, and Parent, Company under such licenses from and after the Closing (except to the extent any such licenses are terminated or permitted to lapse or not renew by or at the direction of Parent, in accordance with their terms, after the Closing). To the Knowledge of the Company, no claim or proceeding relating to the ownership of Licensed IP is pending or has been threatened, except for any such claim or proceeding that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP or (B) the distribution, hosting, provision, delivery or sale of any Company Product.