Intellectual Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.

Intellectual Property. TheTo the knowledge of the Company, the Company and each of itsthe Subsidiaries ownshave, or possesses the requisite licenses orhave rights to useuse, all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, servicetrade names, trade namessecrets, inventions, copyrights, licenses and copyrights (“Intellectual Property”)other intellectual property rights and similar rights necessary to enable it to conduct its businessor required for use in connection with their respective businesses as now operated (and, as presently contemplated to be operateddescribed in the future);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 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 would 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 claim or actionexisting infringement by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the rightanother Person of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.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 would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property. TheExcept as set forth on [Schedule 3.1(p)], the Company and each of itsthe Subsidiaries ownshave, or possesses the requisite licenses orhave rights to useuse, all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, servicetrade names, trade namessecrets, inventions, copyrights, licenses and copyrights (“Intellectual Property”) necessary to enable it to conduct its businessother intellectual property rights and similar rights as now operated (and, as presently contemplated to be operateddescribed in the future);SEC Reports as necessary or required for use in connection with their respective businesses 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 or 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 claim or actionexisting infringement by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the rightanother Person of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.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. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the rightEach of the Company and its Subsidiaries owns, or of a Subsidiary with respectis licensed to any Intellectual Propertyuse, all trademarks, tradenames, copyrights, patents and other intellectual property that are necessary to enable it to conductthe operation of the business of the Company and its businessSubsidiaries taken as now operated (and, as presently contemplated to be operateda whole, and the use thereof by the Company and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the future);aggregate, could not reasonably be expected to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.result in a Material Adverse Effect.

Intellectual Property. The CompanyProperty Rights. ​ and each of its Subsidiaries ownsown or possesses the requisitepossess adequate rights or licenses or rights to use all patents, patent applications, patent rights, inventions, know-how,material trademarks, trade secrets, trademarks, trademark applications,names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade namessecrets and copyrights (“Intellectual Property”)rights necessary to enable it to conduct its businesstheir respective businesses as now operated (and,conducted. Except as presently contemplated to be operateddisclosed in [Schedule 4(k)], none of ​'s material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights have expired or terminated, or, by the future);terms and conditions thereof, could expire or terminate within two years from the date of this Agreement. ​ and its Subsidiaries do not have any knowledge of any infringement by ​ or its Subsidiaries of any material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and there is no claim orclaim, action by any person pertaining to, or proceeding pending,being made or brought against, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’​'s knowledge, the Company’sbeing threatened against, ​ or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual PropertySubsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other rights held by any person; and the Company is unaware of any facts or circumstancesinfringement, which might give risecould reasonably be expected to any of the foregoing.have a Material Adverse Effect.

Intellectual Property. The Company and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Company and the Subsidiaries does not infringe upon the rights of its Subsidiaries ownsany other Person, except for any such infringements that, individually or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, oraggregate, could not reasonably be expected to the Company’s knowledge threatened, which challenges the right of the Company or ofresult in a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.Material Adverse Effect.

Intellectual Property. TheProperty Rights. To the knowledge of the Company, each of the Company and each of itsthe Subsidiaries ownsowns, or possessesis licensed under, and has the requisite licenses or rightsright to useuse, all patents, patent applications, patent rights, licenses, inventions, copyrights, know-how,how (including trade secrets,secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, trademark applications, service marks, service names,domain names and trade names and copyrights (“Intellectual Property”(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 enable it to conduct its business as now operated (and, as presently contemplatedthe intellectual property rights of any other person or entity that are necessary to be operateddescribed in the future); there is noTime 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 or actionhave been asserted by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right ofagainst the Company or any of a Subsidiary with respect tothe Subsidiaries challenging the use of any such Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated inby the future); to the bestCompany or any of the Company’s knowledge,Subsidiaries or questioning the Company’svalidity or its Subsidiaries’ current and intended products, services and processes do not infringe oneffectiveness of any Intellectual Property or any license or agreement related thereto, other rights held bythan any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.claims that, if successful,

Section # Intellectual Property. TheProperty . (a)Each Company and each of its Subsidiaries owns or possesses the requisite licenses or rightsis licensed to useuse, free and clear of all Liens (other than Permitted Liens), patents, patent applications, patent rights, inventions, know-how,copyrights, trademarks, service marks, trade dress, trade names, domain names, trade secrets, trademarks, trademark applications, service marks, service names, trade namesconfidential information, proprietary information, inventions, databases, software, formulae, works of authorship, know-how, processes, and copyrights (“Intellectualother intellectual property (collectively, the “Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operatedused in the future); there is conduct of the business of such Company as currently conducted and (b)no claimactions, suits, claims, disputes, or action by any person pertaining to, or proceedingproceedings are pending, or to the Company’s knowledge of such Company are threatened, which challenges the right of the(i)alleging that any Company infringes, misappropriates, dilutes or of a Subsidiary with respect tootherwise violates any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated inof any third-party, or (ii)challenging the future); to the bestvalidity, enforceability, registration, or ownership of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights heldowned by any person;Company, and thesuch Company is unawarenot aware of any facts or circumstances which might give risethat would reasonably be expected by such Company to form the basis of any ofsuch actions, suits, claims, disputes, or proceedings brought against any Company, except in each case as would not, individually or in the foregoing.aggregate, reasonably be expected to result in a Material Adverse Effect.

Intellectual Property.Section # . Patents, Trademarks and Licenses, Etc. The Company and each of its Subsidiaries ownsown or possessesare licensed or otherwise have the requisite licenses or rightsright to use all of the material patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, servicetrade names, trade namescontractual franchises, authorizations and copyrights (“Intellectual Property”)other rights that are reasonably necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated infor the future); there is nooperation of their respective businesses. No claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise tolitigation regarding any of the foregoing.foregoing is pending or threatened, and no patent, invention, device, application, principle or any intellectual property-related statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the rightEach of the Company and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Company and its Subsidiaries does not infringe upon the rights of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operatedother Person, except for any such infringements that, individually or in the future);aggregate, could not reasonably be expected to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.result in a Material Adverse Effect.