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. 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.Patents, Copyrights, etc. 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. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

Intellectual Property.Patents, Copyrights, etc. 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;person and/or entity; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

Intellectual Property.Patents, Copyrights, etc. 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); Except as disclosed in the SEC Documents, 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. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

Intellectual Property.Patents, Copyrights, etc. 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);. Except as disclosed in the SEC Documents, 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. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

Intellectual Property.Property; Licenses, Etc. The Company and each of its Subsidiaries ownsown, or possessespossess the requisite licenses or rightsright to useuse, all of the trademarks, service marks, trade names, copyrights, patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade namesfranchises, licenses and copyrights (“Intellectual Property”other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. Except for instances that could not, individually or in the aggregate, reasonably be expected to enable it to conduct its business ashave a Material Adverse Effect, no slogan or other advertising device, product, process, method, substance, part or other material now operated (and, as presentlyemployed, or now contemplated to be operated in the future); there is no claim or actionemployed, by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of aany Subsidiary with respect toinfringes upon 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 factsother Person. No claim or circumstances which might give rise tolitigation regarding any of the foregoing.foregoing is pending or, to the best knowledge of the Company, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property. The Company 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, as presently contemplated to be operated inconducted. None of the future);Company'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 terms and conditions thereof, will expire or terminate within two years from the date of this Agreement. The Company and its Subsidiaries do not have any Knowledge of any infringement by the Company 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 identical or substantially the same 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’Company's knowledge threatened, which challenges the right ofKnowledge, being threatened against, 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 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 of its Subsidiaries ownsthe Subsidiary own or possesses the requisite licenses orpossess adequate enforceable rights to use all patents, patent applications, patent rights, inventions, know-how,trademarks (both registered and unregistered), trade secrets, trademarks,names, trademark applications,registrations, service marks, service names,mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade namessecrets and copyrights (“other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operatedProperty would not, individually or in the future); there isaggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challengesknowledge, threatened judicial proceedings or interference proceedings challenging the rightCompany’s or any Subsidiary’s rights in or to or the validity of the Company orscope 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’ currentpatents, patent applications or proprietary information. No other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and intended products, services and processes dothe Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not infringe onreceived any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or other rights heldoptioned by any person; and the Company is unawareor any Subsidiary which claim, if the subject of any facts or circumstances which might give rise to any of the foregoing.an unfavorable decision, would result in a Material Adverse Effect.

Intellectual Property.Property Rights. The Company 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,trademarks, trade secrets, trademarks, trademark applications,names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade namessecrets and copyrightsother intellectual property rights and all applications and registrations therefor (“Intellectual Property”Property Rights”) necessary to enable it to conduct its businesstheir respective businesses as now operated (and,conducted. Except as presently contemplatedset forth in Schedule ‎3(r)(ii), none of the Company’s Intellectual Property Rights have expired or terminated or have been abandoned or are expected to expire or terminate or are expected to be operated inabandoned, within three years from the future); theredate of this Agreement. The Company does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others. There is no claim orclaim, action by any person pertaining to, or proceeding pending,being made or brought, or to the Company’s knowledge threatened, which challenges the right of the Company or any of a Subsidiary with respect toits Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding its 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; andRights. Neither the Company nor any of its Subsidiaries is unawareaware of any facts or circumstances which might give rise to any of the foregoing.foregoing infringements or claims, actions or proceedings. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights.

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 businessProperty Rights. Except as now operated (and, as presently contemplated to be operateddisclosed 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);SEC Documents, to the best of the Company’Company’s knowledge, the Company’sCompany and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and 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 Company or its Subsidiaries’ current and intended products, services and processes do not infringe on anySubsidiaries of Intellectual Property Rights of others. There is no claim, action or other rights held by any person; andproceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding its Intellectual Property Rights. Neither the Company nor any of its Subsidiaries is unawareaware of any facts or circumstances which might give rise to any of the foregoing.foregoing infringements or claims, actions or proceedings. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights

Intellectual Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses orsufficient legal rights to use all Intellectual Property (as defined below) that is necessary to the conduct of the Company’s business as now conducted and as presently proposed to be conducted (the “Company Intellectual Property”) without any violation or infringement (or in the case of third-party patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, or service mark applications, without any violation or infringement known to the Company) of the rights of others. No product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any rights to any patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade namessecrets, licenses, domain names, mask works, information and copyrights (“Intellectualproprietary rights and processes (collectively, “Intellectual Property”) necessaryof any other party, except that with respect to enable it to conduct its business as now operated (and, as presently contemplated to be operated inthird-party patents, patent applications, trademarks, trademark applications, service marks, or service mark applications the future); thereforegoing representation is no claim or action by any person pertaining to, or proceeding pending, ormade to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiaryonly. 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 party to any options, licenses or agreements of any kind with respect to the 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 doany other person. The Company has not infringe onreceived any Intellectual Property or other rights held by any person; andwritten communications alleging that the Company is unaware of any facts or circumstances which might give rise tohas violated or, by conducting its business, would violate any of the foregoing.Intellectual Property of any other person.

Intellectual Property. The Company and each of its Subsidiaries ownssubsidiaries own or possesses the requisite licensespossess adequate rights to use or can acquire on reasonable terms ownership or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets,licenses, trademarks, trademark applications, service marks, trade names, trademark registrations, service names,mark registrations, copyrights and know-how (including trade namessecrets and copyrights (“Intellectualother unpatented and/or unpatentable proprietary or confidential information, systems or procedures and excluding generally commercially available “off the shelf” software programs licensed pursuant to shrink wrap or “click and accept” licenses) and licenses (collectively, “Intellectual Property”) necessary for the conduct of their respective businesses, except in each case where the failure to enable it to conduct its business as now operated (and, as presently contemplated to be operatedown or possess such rights would not, individually or in the future); there is noaggregate, result in a Material Adverse Effect, and have not received any notice of any claim of infringement or action byconflict with, any person pertaining to,such rights of others or proceeding pending,any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the Company’s knowledge threatened, which challenges the rightinterest of the Company or any of a Subsidiary with respect toits subsidiaries therein, except in each case where such infringement or conflict (if the subject of any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operatedunfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes doaggregate, would 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. TheProperty Rights. Except as would not have a Material Adverse Change, the Company and each of its Subsidiaries ownssubsidiaries own or possesses the requisite licenses orotherwise possess adequate 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”)copyrights, all applications and registrations for each of the foregoing, and all other proprietary rights and confidential information used in or necessary to enable it to conduct its businesstheir respective businesses as now operated (and,currently conducted; except 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 rightwould not have a Material Adverse Change, and none of the Company or any of a Subsidiaryits subsidiaries has received any written notice of any infringement of, misappropriation, violation or conflict with the rights of any third party 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.

Section # Intellectual Property. The Company and each of its Subsidiaries owns or possessesall the requisite licensespatents, trademarks, permits, service marks, trade names, copyrights, franchises and formulas, 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 bestforegoing, or each has obtained licenses 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 orall other rights held byof whatever nature necessary for the present conduct of its businesses, in each case without any person; andknown conflict with the Company is unawarerights of any factsothers which, or circumstances which might give risethe failure to any ofobtain which, as the foregoing.case may be, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property. The. Each of the Company and each of its Subsidiaries ownsowns, or possesses the requisite licenses or rightsis licensed to useuse, all patents,domestic and foreign trademarks, tradenames, patents and patent applications, patent rights, inventions,copyrights, technology, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade nameshow and copyrights (“Intellectual Property”)processes necessary to enable it tofor the conduct of its business as now operated (and, as presently contemplatedcurrently conducted (the “Intellectual Property”) except for those the failure to own or license which could not reasonably be operated inexpected to have a Material Adverse Effect. No claim has been asserted and is pending or, to the future); there is no claim or actionknowledge of the Company, has been threatened by any person pertaining to,Person challenging or proceeding pending,questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property which could reasonably be expected to the Company’s knowledge threatened, which challenges the right ofhave a Material Adverse Effect, nor does the Company orknow of a Subsidiary with respect to any valid basis for any such claim. The use of such Intellectual Property necessary to enable it to conductby the Company and 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 doSubsidiaries does not infringe on any Intellectual Property or otherthe rights held by any person; and the Company is unaware of any facts or circumstances which might give risePerson, except for such claims and infringements that, in the aggregate, could not reasonably be expected to any of the foregoing.have a Material Adverse Effect.

Intellectual Property. 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 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 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 ownsown, or possessespossess the requisite licenses or rightsright to useuse, all of the trademarks, service marks, trade names, copyrights, patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade namesfranchises, licenses and copyrights (“Intellectual Property”other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary to enable it to conduct its business asfor the operation of their respective businesses, without conflict with the rights of any other Person. To the knowledge of the Company, no material slogan or other advertising device, product, process, method, substance, part or other material now operated (and, as presentlyemployed, or now contemplated to be operated in the future); there is no claim or actionemployed, by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of aany Subsidiary withinfringes in any material respect toupon 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 factsother Person. Except as specifically disclosed in [Schedule 5.17], no claim or circumstances which might give rise tolitigation regarding any of the foregoing.foregoing is pending or, to the knowledge of the Company, threatened, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property.Property Rights. To the Company’s knowledge, the Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights (collectively, “Intellectual Property”) necessary to conduct their respective businesses as now conducted, except as set forth in [Schedule 3(j)] or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in [Schedule 3(j)], to the Company’s knowledge, none of the Company’s active and registered Intellectual Property will expire or terminate by the terms and conditions thereof within two years from the date of this Agreement which could reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries ownsdo not have any knowledge of any infringement by the Company 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 (“its Subsidiaries of any Intellectual Property”) necessary to enable it to conduct its businessProperty of others and, except as now operated (and, as presently contemplated to be operated in the future);set forth on [Schedule 3(j)], there is no claim orclaim, action by any person pertaining to, or proceeding pending,being made or brought against, or to the Company’Company’s knowledge threatened, which challenges the right ofknowledge, being threatened against, the Company or ofits Subsidiaries regarding Intellectual Property, which could reasonably be expected to have 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.Property Rights. To the Company’s knowledge, the Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights (collectively, “Intellectual Property”) necessary to conduct their respective businesses as now conducted, except as set forth in [Schedule 3(j)] or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in [Schedule 3(j)], to the Company’s knowledge, none of the Company’s active and registered Intellectual Property have expired or terminated, or, by the terms and conditions thereof, will expire or terminate within two years from the date of this Agreement, except as would not reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries ownsdo not have any knowledge of any infringement by the Company 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 (“its Subsidiaries of any Intellectual Property”) necessary to enable it to conduct its businessProperty of others and, except as now operated (and, as presently contemplated to be operated in the future);set forth on [Schedule 3(j)], there is no claim orclaim, action by any person pertaining to, or proceeding pending,being made or brought against, or to the Company’Company’s knowledge threatened, which challenges the right ofknowledge, being threatened against, the Company or ofits Subsidiaries regarding Intellectual Property, which could reasonably be expected to have 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. 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.

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.