Intellectual Property. Except as set forth on [Schedule 3.1(p)], the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the 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 existing infringement by another Person of any of the 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. Except as set forth on [Schedule 3.1(p)], theThe Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective businesses as described in the 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 orbe 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 existing infringement by another Person of any of the 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. Except as set forth on [Schedule 3.1(p)],To the knowledge of the Company, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have couldwould have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written 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.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 couldwould not have or reasonably orbe 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 existing infringement by another Person of any of the 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 couldwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property. Except as set forth on [Schedule 3.1(p)],Property Rights. To the Company’s knowledge, the Company and theits Subsidiaries have,own or havepossess adequate rights or licenses to use,use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent applications, trademarks, trademark applications, service marks,rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade names, trade secrets, inventions, copyrights, licensessecrets and other intellectual property rights and similar rights as described in the SEC Reports as(collectively, “Intellectual Property”) necessary or required for use in connection withto conduct their respective businesses and whichas now conducted, except as set forth in [Schedule 3(j)] or to the extent that the failure to so have couldown, possess, license or otherwise hold adequate rights to use Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect (collectively,Effect. Except as disclosed in [Schedule 3(j)], to the “Intellectual Property Rights”). None of,Company’s knowledge, none of the Company’s active and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, theregistered Intellectual Property Rights has expired, terminatedhave expired or been abandoned, or is expected toterminated, or, by the terms and conditions thereof, will 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,Agreement, except as couldwould 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 existing infringement by another Person of any of the 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. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of any Intellectual Property of others and, except as set forth on [Schedule 3(j)], there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its Subsidiaries regarding Intellectual Property, which could reasonably be expected to have a Material Adverse Effect.

Intellectual Property. Except as set forth on [Schedule 3.1(p)],Property Rights. To the Company’s knowledge, the Company and theits Subsidiaries have,own or havepossess adequate rights or licenses to use,use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent applications, trademarks, trademark applications, service marks,rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade names, trade secrets, inventions, copyrights, licensessecrets and other intellectual property rights and similar rights as described in the SEC Reports as(collectively, “Intellectual Property”) necessary or required for use in connection withto conduct their respective businesses and whichas now conducted, except as set forth in [Schedule 3(j)] or to the extent that the failure to so have couldown, possess, license or otherwise hold adequate rights to use Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect (collectively,Effect. Except as disclosed in [Schedule 3(j)], to the “Intellectual Property Rights”). None of,Company’s knowledge, none of the Company’s active and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, theregistered Intellectual Property Rights has expired, terminated or been abandoned, or is expected towill expire or terminate or be abandoned,by the terms and conditions thereof 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 asAgreement which 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 existing infringement by another Person of any of the 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. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of any Intellectual Property of others and, except as set forth on [Schedule 3(j)], there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its Subsidiaries regarding Intellectual Property, which could reasonably be expected to have a Material Adverse Effect.

Intellectual Property. Except as set forth on [Schedule 3.1(p)], theProperty Rights. The Company and theits Subsidiaries have,own or havepossess adequate rights or licenses to use,use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent applications, trademarks, trademark applications, service marks,rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade names, trade secrets, inventions, copyrights, licensessecrets and other intellectual property rights and similar rights as described in the SEC Reports asall applications and registrations therefor (“Intellectual Property Rights”) necessary or required for use in connection withto conduct their respective businesses and whichas now conducted. Except as set forth in Schedule ‎3(r)(ii), none of 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, theCompany’s Intellectual Property Rights has expired,have expired or terminated or have been abandoned,abandoned or isare expected to expire or terminate or are expected to be abandoned, within two (2)three years from the date 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, action or proceeding 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 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 rightsits Subsidiaries is aware of any Person, except as could not havefacts or reasonably or expectedcircumstances which might give rise to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.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 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 Rights.

Intellectual Property.Property Rights. Except as set forth on [Schedule 3.1(p)],disclosed in the SEC Documents, to the best of the Company’s knowledge, the Company and theits Subsidiaries have,own or havepossess adequate rights or licenses to use,use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent applications, trademarks, trademark applications, service marks,rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade names, trade secrets, inventions, copyrights, licensessecrets and other intellectual property rights and similar rights as described in the SEC Reports asall applications and registrations therefor (“Intellectual Property Rights”) necessary or required for use in connection withto conduct their respective businesses as now conducted and which the failurepresently proposed to sobe conducted. The Company does not have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neitherany knowledge of any infringement by the Company nor any Subsidiary has received a notice (written or otherwise) that any of, theits Subsidiaries of Intellectual Property Rights has expired, terminatedof others. There is no claim, action or been abandoned,proceeding being made or is expectedbrought, or to expirethe knowledge of the Company or terminateany of its Subsidiaries, being threatened, against the Company or be abandoned, within two (2) years from the dateany of this Agreement.its Subsidiaries regarding its Intellectual Property Rights. 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 rightsits Subsidiaries is aware of any Person, except as could not havefacts or reasonably or expectedcircumstances which might give rise to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.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 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 Rights

Intellectual Property. Except as set forth on [Schedule 3.1(p)], theThe Company and the Subsidiaries have,Subsidiary own or havepossess adequate enforceable rights to use,use all patents, patent applications, trademarks,trademarks (both registered and unregistered), trade names, trademark applications,registrations, service marks, trade names, trade secrets, inventions,service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade secrets and other intellectual property rights and similar rights as described inunpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the SEC Reports as“Intellectual Property”), necessary or required for use in connection withthe conduct of their respective businesses and whichas conducted as of the date hereof, except to the extent that 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 (writtenown or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expectedpossess adequate rights 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, alluse such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the 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 couldwould not, individually or in the aggregate, 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 pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, 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 the 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 received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.

Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the Subsidiaries have,requisite licenses or have rights to use,use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, tradeservice names, trade secrets, inventions, copyrights, licensesnames and other intellectual property rights and similar rightscopyrights (“Intellectual Property”) necessary to enable it to conduct its business as describednow operated (and, as presently contemplated to be operated in the future). Except as disclosed in the 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 andDocuments, there is no existing infringementclaim or action by another Personany 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 Intellectual Property Rights.foregoing. The Company and each of 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.

Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the Subsidiaries have,requisite licenses or have rights to use,use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, tradeservice names, trade secrets, inventions, copyrights, licensesnames and other intellectual property rights and similar rightscopyrights (“Intellectual Property”) necessary to enable it to conduct its business as describednow operated (and, as presently contemplated to be operated in the future); Except as disclosed in the 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 andDocuments, there is no existing infringementclaim or action by another Personany 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 Intellectual Property Rights.foregoing. The Company and each of 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.