Except as disclosed in [Schedule 2.16], # WESTERN is the owner of its intellectual property free and clear of any royalty or other payment obligation, lien or charge, or have sufficient rights to use such intellectual property under a valid and enforceable license agreement, # there are no agreements that restrict or limit the use of the intellectual property by WESTERN and # to the extent that the intellectual property owned or held by WESTERN is registered with the applicable authorities, record title to such intellectual property is registered or applied for in the name of WESTERN