INFORMATION, INCLUDING TRADE SECRETS, OF ANY THIRD PARTY.
THE
COMPANY REGISTERED IP HAS NOT BEEN THE SUBJECT OF A JUDICIAL FINDING OR OPINION,
NOR HAS ANY WRITTEN NOTICE OR CLAIM CHALLENGING THE OWNERSHIP, VALIDITY,
REGISTRABILITY, ENFORCEABILITY, USE OR LICENSED RIGHT TO USE ANY INTELLECTUAL
PROPERTY BEEN RECEIVED BY THE COMPANY.
NO CLAIM OR NOTICE HAS BEEN ASSERTED
AGAINST THE COMPANY IN WRITING OR, TO THE KNOWLEDGE OF THE COMPANY, ORALLY, THAT
THE CONDUCT OF THE BUSINESS OF THE COMPANY AS CURRENTLY CONDUCTED INFRINGES IN
ANY MATERIAL RESPECT UPON OR MISAPPROPRIATES THE INTELLECTUAL PROPERTY RIGHTS OR
THE CONFIDENTIAL AND PROPRIETARY INFORMATION, INCLUDING TRADE SECRETS, OF ANY
THIRD PARTY, IN EACH CASE, EXCEPT WITH RESPECT TO CLAIMS OR NOTICES THAT HAVE
BEEN FULLY RESOLVED.
THE COMPANY HAS TIMELY PAID ALL FILING, EXAMINATION,
ISSUANCE, POST REGISTRATION AND MAINTENANCE FEES, ANNUITIES AND THE LIKE
ASSOCIATED WITH OR REQUIRED WITH RESPECT TO ANY OF THE COMPANY REGISTERED IP,
AND ALL DOCUMENTS, RECORDATIONS AND CERTIFICATES NECESSARY TO BE FILED BY THE
COMPANY TO MAINTAIN THE EFFECTIVENESS OF THE COMPANY REGISTERED IP HAVE BEEN
FILED WITH THE RELEVANT PATENT, COPYRIGHT, TRADEMARK OR OTHER AUTHORITIES IN THE
UNITED STATES OR FOREIGN JURISDICTIONS, AS THE CASE MAY BE, SO THAT NO ITEM
REQUIRED TO BE LISTED IN SCHEDULE 2.11(A)-1 TO 4, HAS LAPSED, EXPIRED OR BEEN
ABANDONED OR CANCELED OTHER THAN IN THE ORDINARY COURSE.
THE COMPANY HAS USED
REASONABLE BEST EFFORTS TO PROTECT ITS RIGHTS AND THE SECRECY OF ITS
CONFIDENTIAL INFORMATION AND TRADE SECRETS, INCLUDING BY REQUIRING THAT ALL
EMPLOYEES, CONSULTANTS AND INDEPENDENT CONTRACTORS WHO ARE INVOLVED IN THE
CREATION OF INTELLECTUAL PROPERTY FOR THE COMPANY ENTER INTO NON-DISCLOSURE AND
INVENTION ASSIGNMENT AGREEMENTS.
THE COMPANY OWNS ALL RIGHT, TITLE AND INTEREST
IN AND TO THE COMPANY REGISTERED IP, OR HAVE A VALID LICENSE TO USE (IF
REQUIRED), EACH OTHER ITEM OF INTELLECTUAL PROPERTY CURRENTLY USED BY THE
COMPANY IN ITS BUSINESS AND IS ENTITLED TO USE ANY SUCH COMPANY REGISTERED IP OR
OTHER INTELLECTUAL PROPERTY USED IN THE OPERATION OF ITS BUSINESS AS CURRENTLY
CONDUCTED TO THE EXTENT SUCH USE IS MATERIAL TO SUCH BUSINESS, FREE AND CLEAR OF
ALL LIENS OTHER THAN PERMITTED LIENS.
THERE ARE NO CLAIMS ASSERTED OR
THREATENED BY THE COMPANY THAT A THIRD PERSON INFRINGES, MISAPPROPRIATES OR
OTHERWISE VIOLATES ANY OF THE COMPANY REGISTERED IP.
(B)
THE COMPANY REGISTERED IP AND THE OTHER INTELLECTUAL PROPERTY
OWNED BY THE COMPANY, TOGETHER WITH THE RIGHTS GRANTED TO THE COMPANY UNDER THE
INBOUND IP AGREEMENTS AND UNDER ANY "SHRINK-WRAP" OR "CLICK-WRAP" LICENSE
AGREEMENTS RELATING TO SOFTWARE DESKTOP APPLICATIONS, ARE SUFFICIENT FOR THE
CONTINUED CONDUCT OF THE BUSINESS OF THE COMPANY AFTER THE CLOSING DATE IN THE
SAME MANNER AS SUCH BUSINESS WERE CONDUCTED PRIOR TO THE CLOSING DATE IN ALL
MATERIAL RESPECTS, AND NEITHER THE EXECUTION OF THIS AGREEMENT NOR THE
CONSUMMATION OF ANY TRANSACTION CONTEMPLATED HEREBY WILL ADVERSELY AFFECT ANY OF
THE RIGHTS OF THE COMPANY WITH RESPECT TO THE INTELLECTUAL PROPERTY OWNED BY THE
COMPANY OR INTELLECTUAL PROPERTY LICENSED BY THE COMPANY PURSUANT