Intellectual Property. The Company’s intellectual property is set forth in its SEC filings. Except as set forth in the Company SEC reports, the Company owns or has valid rights to use the trademarks, trade names, domain names, copyrights, patents, logos, licenses and computer software programs (including, without limitation, the source codes thereto) that are necessary for the conduct of its business as now being conducted. All of the Company’s licenses to use software programs are current and have been paid for the appropriate number of users. To the Knowledge of the Company, none of the Company’s intellectual property infringe upon the rights of any third party that may give rise to a cause of action or claim against the Company or each of its successors. To the Knowledge of the Company, the Company is not currently infringing or misappropriating the intellectual property of any other Person that would have a Material Adverse Effect. No licenses or rights from any third parties (or additional payments to any such persons resulting from the transactions contemplated by this Agreement) are required to use and exploit the Intellectual Property as currently used and exploited by Seller.

Intellectual Property. The Company’s intellectual property is set forth in its SEC filings. Except as set forth in the Company SEC reports, the Company owns or has validpossesses sufficient legal rights to useall Intellectual Property (as defined below) that is necessary to the trademarks, trade names, domain names, copyrights, patents, logos, licenses and computer software programs (including, without limitation, the source codes thereto) that are necessary for the conduct of its business as now being conducted. All of the Company’s licensesbusiness as now conducted and as presently proposed to use software programs are current and have been paid forbe conducted (the “Company Intellectual Property”) without any violation or infringement (or in the appropriate numbercase of users. Tothird-party patents, patent applications, trademarks, trademark applications, service marks, or service mark applications, without any violation or infringement known to the KnowledgeCompany) of the Company, none of the Company’s intellectual property infringe upon the rights of any third party that may give riseothers. No product or service marketed or sold (or proposed to a cause of actionbe marketed or claim againstsold) by the Company violates or each of its successors. To the Knowledge of the Company, the Company is not currently infringingwill violate any license or misappropriating the intellectual propertyinfringes or will infringe any rights to any patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licenses, domain names, mask works, information and proprietary rights and processes (collectively, “Intellectual Property”) of any other Personparty, except that would havewith respect to third-party patents, patent applications, trademarks, trademark applications, service marks, or service mark applications the foregoing representation is made to the Company’s knowledge only. Other than with respect to commercially available software products under standard end-user object code license agreements, there is no outstanding option, license, agreement, claim, encumbrance or shared ownership interest of any kind relating to the Company Intellectual Property, nor is the Company bound by or a Material Adverse Effect. Noparty to any options, licenses or rights fromagreements of any third parties (or additional paymentskind with respect to any such persons resulting from the transactions contemplated by this Agreement) are required to use and exploit the Intellectual Property as currently used and exploitedof any other person. The Company has not received any written communications alleging that the Company has violated or, by Seller.conducting its business, would violate any of the Intellectual Property of any other person.

Intellectual Property. The Company’sCompany 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 is set forthrights and similar rights necessary or required for use in its SEC filings. Exceptconnection with their respective businesses as set forthdescribed in the Company SEC reports,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 ownsnor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has valid rightsexpired, terminated or been abandoned, or is expected to useexpire or terminate or be abandoned, within two (2) years from the trademarks, trade names, domain names, copyrights, patents, logos, licenses and computer software programs (including, without limitation,date of this Agreement. Neither the source codes thereto) that are necessary forCompany nor any Subsidiary has received, since the conduct of its business as now being conducted. Alldate of the Company’s licenses to use software programs are current and have been paid forlatest audited financial statements included within the appropriate numberSEC Reports, a written notice of users. Toa claim or otherwise has any knowledge that the Knowledge of the Company, none of the Company’s intellectual propertyIntellectual Property Rights violate or infringe upon the rights of any third party that may give risePerson, except as could not have or reasonably be expected to a cause of action or claim against the Company or each of its successors. To the Knowledge of the Company, the Company is not currently infringing or misappropriating the intellectual property of any other Person that would have a Material Adverse Effect. No licenses or rights fromTo the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any third parties (or additional payments to any such persons resulting from the transactions contemplated by this Agreement) are required to use and exploitof the Intellectual Property as currently usedRights. The Company and exploited by Seller.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. The Company’s intellectual property is set forth in its SEC filings.Property Rights. Except as set forthdisclosed in the Company SEC reports,Documents, to the best of the Company’s knowledge, the Company ownsand its Subsidiaries own or has validpossess adequate rights or licenses to use theall trademarks, trade names, domainservice marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, patents, logos, licensesinventions, licenses, approvals, governmental authorizations, trade secrets and computer software programs (including, without limitation,other intellectual property rights and all applications and registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted and presently proposed to be conducted. The Company does not have any knowledge of any infringement by the source codes thereto) that are necessary forCompany or its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to the conductknowledge of the Company or any of its business as nowSubsidiaries, being conducted. All of the Company’s licenses to use software programs are current and have been paid for the appropriate number of users. To the Knowledge of the Company, none of the Company’s intellectual property infringe upon the rights of any third party that may give rise to a cause of action or claimthreatened, against the Company or eachany of its successors. ToSubsidiaries regarding its Intellectual Property Rights. Neither the KnowledgeCompany nor any of its Subsidiaries is aware of any facts or circumstances which might give rise to any of the Company,foregoing infringements or claims, actions or proceedings. The Company and its Subsidiaries have taken reasonable security measures to protect the Company is not currently infringing or misappropriating the intellectual propertysecrecy, confidentiality and value of any other Person that would have a Material Adverse Effect. No licenses or rights from any third parties (or additional payments to any such persons resulting from the transactions contemplated by this Agreement) are required to use and exploit theall of their Intellectual Property as currently used and exploited by Seller.Rights

Intellectual Property. The Company’s intellectual property is set forth in its SEC filings. Except as set forth inSeller represents and warrants that the Company SEC reports, the Company ownsdirectly or indirectly, possesses, or has validadequate rights to use theall licenses, permits, and all other franchises, trademarks, tradenames, service marks, inventions, patents, copyrights, and any applications therefor, trade names, domain names, copyrights, patents, logos, licensessecrets, research and development, know-how, technical data, computer software programs (including, without limitation, the source codes thereto) that areor applications and technology systems necessary for the conduct ofto operate its business as now being conducted. All(“Intellectual Property”). None of the Company’s licenses to use software programs are current and have been paid for the appropriate number of users. To the Knowledge ofIntellectual Property owned or used by the Company, none of the Company’s intellectual property infringe upon the rightsinfringes any Intellectual Property right of any third party that may give rise to a cause of action or claim against the Company or each of its successors. To the Knowledge of the Company,other entity and no Intellectual Property owned by the Company is not currently infringing or misappropriating the intellectual property ofinfringed upon by any other Person that would have a Material Adverse Effect. No licenses or rights from any third parties (or additional payments to any such persons resulting from the transactions contemplated by this Agreement) are required to use and exploit the Intellectual Property as currently used and exploited by Seller.entity.

Intellectual Property. The Company’s intellectual property is set forth in its SEC filings. Except as set forth in the Company SEC reports, the Company owns or has valid rights to use the trademarks, trade names, domain names, copyrights, patents, logos, licenses and computer software programs (including, without limitation, the source codes thereto) that are necessary for the conduct of its business as now being conducted. All of the Company’s licenses to use software programs are current and have been paid for the appropriate number of users. To the Knowledgeknowledge of the Company, nonethe 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 would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice 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 for which the expiration, termination or abandonment could have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the Company’s intellectual propertylatest 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 third party that may give risePerson, except as would not have or reasonably be expected to a cause of action or claim against the Company or each of its successors. To the Knowledge of the Company, the Company is not currently infringing or misappropriating the intellectual property of any other Person that would have a Material Adverse Effect. No licenses or rights fromTo the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any third parties (or additional payments to any such persons resulting from the transactions contemplated by this Agreement) are required to use and exploitof the Intellectual Property as currently usedRights. The Company and exploited by Seller.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 would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.