To the Company’s knowledge, the Intellectual Property does not interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any Intellectual Property rights of third parties, and the Company has no knowledge that facts exist which indicate a likelihood of the foregoing. The Company has not received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or conflict (including any claim that the Company must license or refrain from using any Intellectual Property rights of any third party). To the knowledge of the Company, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with, any Intellectual Property rights of the Company.

To the knowledge of the Company, no third partyPerson has interfered with, violated, infringed upon, misappropriated, or otherwise come into conflict with,misused any Company Intellectual Property, or is currently doing so. The Company has not brought any Action or Proceeding for infringement or violation of Intellectual Property or breach of any License or other Contract involving Intellectual Property against any Person. There is no Action or Proceeding pending or, to the knowledge of the Company, threatened # alleging infringement, misappropriation or any other violation of any Intellectual Property of any Person by the Company or any Company Product, or # challenging the scope, ownership, validity, or enforceability of any Company Intellectual Property. Neither the Company Intellectual Property nor the Company Technology is subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental or Regulatory Authority (other than office actions and correspondence regarding pending patent applications and trademark applications) restricting or otherwise affecting the rights of the Company.Company with respect thereto.

The Company possesses all the Intellectual Property doesrights necessary to effectuate its business and operations as currently conducted. To the knowledge of the Company and Seller, the Company has not interfere with, infringe upon, misappropriate,infringed or otherwise come into conflict with,misappropriated any Intellectual Property rights of any third parties, and the Company has no knowledge that facts exist which indicate a likelihood of the foregoing.party or engaged in unfair competition or any unlawful trade practice. The Company has not received notice from any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or conflict (including any claimthird party that the Company must licenseoperation of its business, or refrain from using any act, product or service of the Company, infringes or misappropriates the Intellectual Property rights of any third party).party or constitutes unfair competition or trade practices under the laws of any jurisdiction. To the knowledge of the Company,Company and Seller, no third partyPerson has interfered with, infringed upon, misappropriated, or otherwise come into conflict with,misappropriated or is infringing or misappropriating any Intellectual Property rights of the Company.Company Intellectual Property.