Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property. Holdings and the Borrower each owns, or possesses and/or has been granted valid and enforceable licenses for, all registered patents, patent applications, trademarks, trademark applications, tradenames, servicemarks and copyrights necessary to the conduct of its business as such business is described in the Preliminary Offering Memorandum (collectively, the “Registered Intellectual Property”). Neither Holdings nor the Borrower has any knowledge of any material infringement or misappropriation by third parties of any of the Registered Intellectual Property, or any material inventions, manufacturing processes, formulae, trade secrets, know-how, unregistered trademarks, and other intangible property and assets necessary to the conduct of its business as such business is described in the Preliminary Offering Memorandum (collectively, the “Other Intellectual Property,” and together with the Registered Intellectual Property, the “Intellectual Property”), nor is there any pending or, to the knowledge of Holdings and the Borrower, threatened action, suit, proceeding or claim by others challenging Holdings’ or the Borrower’s rights of title or other interest in or to any Intellectual Property, and neither Holdings nor the Borrower knows of any facts which would form a reasonable basis for any such claim. There is no pending or, to the knowledge of Holdings or the Borrower, threatened action, suit, proceeding or claim by others challenging the validity and scope of any Intellectual Property, and neither Holdings nor the Borrower knows of any facts which would form a reasonable basis for any such claim. There is no pending or, to the knowledge of Holdings and the Borrower, threatened action, suit, proceeding or claim by others that Holdings or the Borrower or any of their products or processes or the Intellectual Property infringe or otherwise violate any patent, trademark, servicemark, copyright, trade secret or other proprietary right of others, and neither Holdings nor the Borrower is aware of any facts that would form a reasonable basis for any such claim, except for such claims or facts as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither Holdings nor the Borrower is aware of any grounds for an interference proceeding before the U.S. Patent and Trademark Office or the Canadian Intellectual Property Office in relation to any of the patents or patent applications currently owned by Holdings or the Borrower. There is no pending or, to the knowledge of Holdings and the Borrower, threatened action, suit proceeding or claim by any current or former employee, consultant or agent of Holdings or the Borrower seeking either ownership rights to any invention or other intellectual property right or compensation from Holdings or the Borrower for any invention or other intellectual property right made by such employee, consultant or agent in the course of his/her employment with Holdings, the Borrower or otherwise. The Preliminary Offering Memorandum fairly and accurately describes in all material respects Holdings’ and the Borrowers’ rights with respect to the Intellectual Property. Holdings and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all their Intellectual Property in all material aspects, and neither Holdings nor the Borrower has any reason to believe that such Intellectual Property is not or, if not yet patented or registered, would not be, valid and enforceable against an unauthorized user.

Intellectual Property. Set forth on [Schedule 5.21(b)], as of the Effective Date and as of the last date such Schedule was required to be updated in accordance with [Section 6.02], is a list of all registered or issued Intellectual Property (including all applications for registration and issuance) owned by each of the Loan Parties or that each of the Loan Parties has the right to (including the name/title, current owner, registration or application number, and registration or application date and such other information as reasonably requested by the [[Administrative Agent:Organization]]).

Intellectual Property. The material Contributed Entity Intellectual Property is listed on [Section 3.21] of the Crestwood Disclosure Schedule. Except as would not be material to the Contributed Entities, taken as a whole, # each of the Contributed Entities owns and possesses, free and clear of all Encumbrances (other than Permitted Encumbrances), good title to or is licensed or otherwise has the right to use all material Intellectual Property currently used in their respective businesses, # since October 7, 2013, none of the Contributed Entities has infringed on the Intellectual Property Rights of any other Person, # since October 7, 2013, to Crestwood’s Knowledge, no Person has infringed on the Intellectual Property Rights of any Contributed Entity and # no Actions are pending or, to Crestwood’s Knowledge, threatened in writing against any Contributed Entity # with respect to the ownership, use or validity of any Contributed Entity Intellectual Property or # involving a claim of infringement of any Intellectual Property Rights of any third party.

#Annex C contains a true and complete list of all Company Registered Intellectual Property as of the date hereof, including the following: # each patent and patent application; (ii) (A) each registered trademark, trade name or service mark and each trademark, trade name or service mark application, and # a list of all trademarks, trade names, or service marks that the Company has used or intends to use with the intent of creating or benefiting from any common law rights relating to such marks; # each URL or domain name; # each registered mask work; # each registered copyrighted work or application for copyright registration, # any other Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded with any Governmental or Regulatory Authority, and # any proceedings or actions pending as of the date hereof before any court, tribunal (including the PTO or equivalent authority anywhere in the world) or administrative panel relating to any of the Company Registered Intellectual Property.

For the purposes of this clause:

Merchandising; Intellectual Property. Supplier grants Expedia and each of its Affiliates the worldwide, nonexclusive, royalty-free, fully paid right and license, in any and all media now known or hereafter discovered or developed, to use the Property and Room Information (as well as Decolar Logos, to the extent Expedia, in its sole discretion elects to display any such Decolar logos) solely for the purposes of identifying, promoting, merchandising and/or obtaining Bookings for the Properties. Supplier represents and warrants that it is the authorized licensee and/or creator of Property and Room Information and Decolar logos and that such content, and Expedia’s and any of its Affiliates’ use, reproduction, distribution and display of such content, subject to the limitations set forth herein, does not and will not violate the rights of any third party. To the extent Supplier’s consent is required for Expedia to utilize the right and license above, Supplier hereby represents that it has all necessary rights and provides its consent and agrees that its consent may be shared directly with third parties. Any additional advertising or marketing to be performed for Decolar or any Property shall be governed by Expedia’s then-standard marketing terms and conditions. Expedia may remove any Property and Room Information, or edit in a reasonable manner any Property and Room Information that Expedia believes to be inaccurate or inappropriate. This Agreement does not grant to Supplier any ownership interest in, or any express or implied license or right to, any of the Materials or to any software or intellectual property rights owned by or licensed to Expedia or any of its Affiliates. The Property and Room Information provided to Expedia under this Agreement will be equal to or better than what is made available by Decolar on any Website owned or operated by it or its Affiliates, other than with respect to the Limited Exceptions.

Intellectual Property Rights. To the knowledge of the Company, each of the Company and the Subsidiaries owns, or is licensed under, and has the right to use, all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, domain names and trade names (collectively, “Intellectual Property”) necessary for the conduct of its businesses and, as of the Closing Date, the Intellectual Property will be free and clear of all Liens, other than as disclosed in the Time of Sale Document and the Final Offering Memorandum. The Company is not a party to, or bound by, any options, licenses or agreements with respect to the intellectual property rights of any other person or entity that are necessary to be described in the Time of Sale Document or the Final Offering Memorandum to avoid a material misstatement or omission and are not described therein. No claims or notices of any potential claim have been asserted by any person against the Company or any of the Subsidiaries challenging the use of any such Intellectual Property by the Company or any of the Subsidiaries or questioning the validity or effectiveness of any Intellectual Property or any license or agreement related thereto, other than any claims that, if successful,

Seller shall defend, indemnify and hold harmless Buyer from all costs and expenses related to any suit, claim or proceeding brought against Buyer or its customers to the extent based on a claim that any Seller manufacturing process used to manufacture goods hereunder (other than those specifically required by Buyer) constitutes # an infringement of any patent, copyright or trademark of any third party in any Covered Jurisdiction (as defined below), or # a misappropriation of the subject matter of any trade secret or other intellectual property right of any third party in any Covered Jurisdiction . Buyer shall defend, indemnify and hold Seller harmless from all cost and expenses related to any suit, claim or proceeding brought against Seller or its customers to the extent based on a claim that any design or specification provided by Buyer to Seller hereunder constitutes # an infringement of any patent, copyright or trademark of any third party in any Covered Jurisdiction, or # a misappropriation of the subject matter of any trade secret or other intellectual property right of any third party in any Covered Jurisdiction. For purposes of this Section 17, “Covered Jurisdiction” means the [...​...]. The indemnified party shall notify the indemnifying party promptly and give authority, information, and assistance (at the indemnifying party’s expense) for the defense of same, and the indemnifying party shall pay all damages and costs awarded therein. If use of the goods is enjoined as a result of an infringement for which Seller is responsible hereunder, Seller shall, at its own expense and option, either # procure for Buyer the right to continue using the goods, or # modify the goods so that they become non-infringing, or # replace the goods with non-infringing goods. [...​...].

Agreement Intellectual Property. Except as otherwise expressly provided in this Agreement, # if any Agreement Know-How is solely invented by one or more employees, agents, consultants, subcontractors or independent contractors of a Party, such Agreement Know-How, and any and all intellectual property rights therein (including any Agreement Patents claiming such Agreement Know-How), shall be solely owned by such Party, and # if any Agreement Know-How is jointly invented by one or more employees, agents, consultants, subcontractors or independent contractors of each Party, such Agreement Know-How (a “Joint Invention”), each Patent Covering such Joint Invention (each, a “Joint Patent”), and other intellectual property rights in such Joint Invention shall be jointly owned by the Parties. Except to the extent either Party is restricted by the licenses granted to the other party herein, each Party may practice and exploit the Joint Inventions without the duty of accounting or seeking consent from the other Party, and each Party hereby consents to any further sublicensing of such Joint Patents anywhere in the world, subject to the licenses granted herein.