( i ) patents, copyrights, technology, know - how, processes, trade secrets, inventions, works, proprietary data, formulae, research and development data and computer software programs ; ( ii ) all trademarks ; ( iii ) all registrations, applications, recordings, licenses, common - law rights and contractual obligations relating thereto ; ( iv ) all actions and rights to sue at law or in equity for any past, present or future infringement or other impairment thereto, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, continuations, divisions or other extensions of legal protections pertaining thereto ; and ( v ) domain names, rights of privacy and publicity, moral rights, and proprietary rights of any kind or nature, however denominated, throughout the world in all media now known or hereinafter created. ( i ) the seller is a corporation duly incorporated, validly existing and in good standing under the laws of its formation, with full corporate power and authority to own, lease and operate the property. the seller is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by which it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of the seller. ( ii ) the seller is the sole owner of and has full rights with respects to the property and has all requisite corporate power and authority to execute and deliver this agreement, and to consummate the transaction contemplated hereby. the seller has taken all corporate action necessary for the execution and delivery of this agreement and the consummation of the transaction contemplated hereby, and this agreement constitutes the valid and binding obligation of the seller, enforceable against the seller in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors ’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. ( i ) the company is duly organized, validly existing and in good standing in the state of formation with full corporate power and authority to own, lease and operate its respective businesses and properties and to carry on such businesses in the places and in the manner as presently conducted or proposed to be conducted