Common use of Intangible Property Clause in Contracts

Intangible Property. The Company and its Subsidiaries possess or have adequate rights to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the knowledge of the Company, the use of the Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other Person or has been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.

Intangible Property. (a) The Company and its Subsidiaries possess or have adequate rights has made available to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation Parent a list of the businesses of each of Intangible Property (as defined below) which is material to the Company and its Subsidiaries subsidiaries in which the Company or any of its subsidiaries has an interest. (b) Except as such businesses have been conducted during set forth on Section 3.16 of the three-year period prior to the date hereof (collectively, the "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not and could not reasonably be expected to Company Disclosure Schedule: (i) the Company and its subsidiaries own and have a Material Adverse Effectthe right to use, sell, license or dispose of all Intangible Property used in the conduct of their business as presently conducted; (ii) impair the ability of the Company and its subsidiaries have performed all material obligations required to perform its obligations be performed by them, and are not in default under any of the Transaction Documents in material contract or arrangement relating to any material respect or Intangible Property; (iii) delay in any material respect or prevent the execution, delivery and performance of this Agreement and the consummation of any of the transactions contemplated by hereby will not breach, violate or conflict with any material Intangible Property, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of, or in any material way impair the right of the Company or any of its subsidiaries to use, sell, license or dispose of or to bring any action for the Transaction Documents. All of the infringement of, any material Intangible Property is owned or licensed material portion thereof; (iv) there are no royalties, honoraria, fees or other payments payable by the Company or any of its Subsidiaries free and clear subsidiaries to any person by reason of the ownership, use, license, sale or disposition of any and all Liens, except those that, individually or in material Intangible Property; (v) the aggregate, have not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability conduct of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the knowledge of the Company, the use of the Intangible Property business by the Company and its subsidiaries does not violate any license or its Subsidiaries does not, in agreement with any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither third party; and (vi) neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any claim to the effect (or is otherwise knows aware) that any of the material Intangible Property is invalid or the use thereof by the Company or any of its subsidiaries conflicts with the asserted any rights of any other Person person. (c) As used herein "Intangible Property" means all intellectual property rights, including patents, patent applications (pending or has been used otherwise), computer software, research findings, market and competitive analyses, brand names, copyrights, service marks, trademarks, tradenames, and all registrations or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability applications for registration of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documentsforegoing.

Intangible Property. (a) The Company and its Subsidiaries possess or have adequate rights has made available to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation Purchaser a list of the businesses of each of Intangible Property (as defined below) which is material to the Company and its Subsidiaries subsidiaries in which the Company or any of its subsidiaries has an interest. Except as such businesses have been conducted during set forth on Section 3.18 of the three-year period prior to the date hereof (collectivelyCompany Disclosure Schedule, the "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, the Company and its subsidiaries do not use any material Intangible Property by consent of any other person and do not make any payments to others with respect thereto; (ii) impair the ability of the Company and its subsidiaries have performed all material obligations required to perform its obligations be performed by them, and are not in default under any material contract or arrangement relating to any of the Transaction Documents in any material respect or foregoing; and (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the knowledge of the Company, the use of the Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any claim to the effect (or is otherwise knows aware) that any of the material Intangible Property is invalid or the use thereof by the Company or any of its subsidiaries conflicts with the asserted any rights of any Person. (b) Except as set forth on Section 3.18 of the Company Disclosure Schedule: (i) to the best of the Company's knowledge, the Company and its subsidiaries own and have the right to use, sell, license or dispose of all Intangible Property primarily used for the conduct of its business as presently conducted; (ii) to the best of the Company's knowledge, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not breach, violate or conflict with any material Intangible Property, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of, or in any material way impair the right of the Company or any of its subsidiaries to use, sell, license or dispose of or to bring any action for the infringement of, any material Intangible Property or material portion thereof; (iii) to the best of the Company's knowledge, there are no royalties, honoraria, fees or other Person payments payable by the Company or has been any of its subsidiaries to any person by reason of the ownership, use, license, sale or disposition of any material Intangible Property; and (iv) to the best of the Company's knowledge, the conduct of the business by the Company and its subsidiaries does not violate any license or agreement with any third party or infringe any Intangible Property of any other person. (c) As used herein "Intangible Property" means all intellectual property rights, including patents, patent applications (pending or enforced otherwise), computer software, research findings, market and competitive analyses, brand names, copyrights, service marks, trademarks, tradenames, and all registrations or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability applications for registration of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documentsforegoing.

Intangible Property. The Company and its Subsidiaries possess or possess, have adequate rights to use use, or have adequate licenses to all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, domain names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "Company Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not and could properties would not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair Effect on the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction DocumentsCompany. All of the Company Intangible Property that is owned or licensed by the Company or its Subsidiaries in whole or in part is owned free and clear of any and all Liensliens, claims or encumbrances, except those that, individually or in the aggregate, have not and could that are not reasonably be expected likely to (i) have a Material Adverse Effect, (ii) impair Effect on the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction DocumentsCompany, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture, individually forfeiture would result in a Material Adverse Effect on the Company. The Company and its Subsidiaries are not in violation of or in default under any contract or license giving the aggregateCompany and its Subsidiaries rights to use or licenses to the Company Intangible Property, has had unless such violation or could default would not reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) abovea Material Adverse Effect on the Company. To the knowledge of the Company, the use operation of the Intangible Property by the Company or its Subsidiaries Company's business has not, does not, and will not in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation a misappropriation or dilution of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, trade secretservice mark, service ▇▇and mark, ▇▇, brand ▇▇▇▇, brand and name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither person and there have been no claims made and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has been failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not and could that would not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company. To the knowledge of the Company, (ii) impair the ability no other person has, is or is planning to infringe upon, violate or interfere with or misappropriate or dilute any of the Company Intangible Property, except where the foregoing would not reasonably be expected to perform its obligations under any of have a Material Adverse Effect on the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction DocumentsCompany.

Intangible Property. (a) The Company and its Subsidiaries possess or have adequate rights has made available to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation Parent a list of the businesses of each of Intangible Property (as defined below) which is material to the Company and its Subsidiaries subsidiaries in which the Company or any of its subsidiaries has an interest. (b) Except as such businesses have been conducted during set forth on Section 3.16 of the three-year period prior to the date hereof (collectively, the "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not and could not reasonably be expected to Company Disclosure Schedule: (i) the Company and its subsidiaries own or have a Material Adverse Effectthe right to use, all material Intangible Property used in the conduct of their business as presently conducted; (ii) impair the ability of the Company and its subsidiaries have performed all material obligations required to perform its obligations be performed by them, and are not in default under any of the Transaction Documents in material contract or arrangement relating to any material respect or Intangible Property; (iii) delay in any material respect or prevent the execution, delivery and performance of this Agreement and the consummation of any of the transactions contemplated by hereby will not breach, violate or conflict with any agreement related to any material Intangible Property, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of, or in any material way impair the right of the Company or any of its subsidiaries to use, sell, license or dispose of or to bring any action for the Transaction Documents. All of the infringement of, any material Intangible Property is owned or licensed material portion thereof; (iv) there are no royalties, honoraria, fees or other payments payable by the Company or any of its Subsidiaries free and clear subsidiaries to any person by reason of the ownership, use, license, sale or disposition of any and all Liens, except those that, individually or in material Intangible Property; (v) the aggregate, have not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability conduct of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the knowledge of the Company, the use of the Intangible Property business by the Company or and its Subsidiaries subsidiaries does not, in not violate any material respect, conflict with, infringe upon, violate license or interfere agreement with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither third party; and (vi) neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any claim to the effect (or is otherwise knows aware) that any of the material Intangible Property is invalid or the use thereof by the Company or any of its subsidiaries conflicts with the asserted any rights of any other Person person. (c) As used herein "Intangible Property" means all patents, patent applications (pending or has been otherwise), material internally developed (including by third parties) computer software, registered copyrights, and currently used brand names, service marks, trademarks, tradenames, and all registrations or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability applications for registration of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documentsforegoing.

Intangible Property. The Company and its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "Company Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, properties has not had, and could not reasonably be expected to (i) have have, a Material Adverse Effect, (ii) impair Effect on the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction DocumentsCompany. All of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liensliens, claims or encumbrances, except those that, individually or in the aggregate, that have not had, and could not reasonably be expected to (i) have have, a Material Adverse Effect, (ii) impair Effect on the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction DocumentsCompany, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeitureforfeiture has resulted, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to result, in clause (i), (ii) or (iii) abovea Material Adverse Effect on the Company. To the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, trade secretservice mark, service ▇▇and mark, ▇▇, brand ▇▇▇▇, brand and name, computer program, database, industrial design, copyright or any pending application therefor therefor, of any other Person. Neither person, and there have been no claims made, and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, that has not had and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair Effect on the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction DocumentsCompany.

Intangible Property. The Company and its Subsidiaries possess or have adequate rights to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) abovea Material Adverse Effect. To the knowledge of the Company, the use of the Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secretservice mark, service ▇▇and mark, ▇▇, brand ▇▇▇▇, brand and name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither person and there have been no claims made and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.

Intangible Property. The Company and its Subsidiaries possess or have adequate rights to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) abovea Material Adverse Effect. To the knowledge of the CompanyExcept as set forth on Schedule 3.14, the use of the Intangible Property by the Company or its Subsidiaries does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secretservice mark, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright pyright or any pending application therefor of any other Person. Neither person and there have been no claims made and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.

Intangible Property. The Company and its Subsidiaries possess or have adequate rights to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect respect, or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect respect, or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the knowledge of the Company, the use of the Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secretservice mark, service ▇▇and mark, ▇▇, brand ▇▇▇▇, brand and name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither person and there have been no claims made and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect respect, or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.

Intangible Property. The (i) Section 5.1(o) of the Company and its Subsidiaries possess or have adequate rights to use all material trademarks------------------- Disclosure Statement sets forth a list of each patent, trademark, trade names, patents, trade secretsname, service marks▇▇▇▇, brand marks▇▇▇▇, brand names, computer programs, databasesname, industrial designs design and copyrights necessary for the operation of the businesses of each of copyright owned or used in business by the Company and its Subsidiaries subsidiaries, as such businesses have been conducted during well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively with any other intellectual property owned or used in the three-year period prior to business by the date hereof (collectivelyCompany and its subsidiaries, and all of the goodwill associated therewith, the "Intangible Property")) and indicates, except where with respect to each item of Intangible Property listed thereon, the failure to possess owner thereof and, if applicable, the name of the licensor and licensee thereof and the terms of such license or have adequate rights to use such properties, individually or other contract relating thereto. Except as set forth in the aggregate, has not and could not reasonably be expected to (iSection 5.1(o) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any Disclosure Schedule, each of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property foregoing is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liensliens, except those thatmortgages, individually pledges, security interests, levies, charges, options or in the aggregateany other encumbrances, have not restrictions or limitations of any kind whatsoever and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability none of the Company to perform its obligations under or any of its subsidiaries has received any notice to the Transaction Documents in effect that any material other entity has any claim of ownership with respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) abovethereto. To the best knowledge of the Company, the use of the Intangible Property foregoing by the Company or and its Subsidiaries subsidiaries does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, patent, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Personentity. Neither Except as set forth in Section 5.1(o) of the Company nor Disclosure Schedule, no claims have been made, and none of the Company or any of its Subsidiaries subsidiaries has received any notice of any claim or otherwise knows notice, that any of the Intangible Property foregoing is invalid or invalid, conflicts with the asserted rights of any other Person entities, or has not been used or enforced (or has failed to have been be used or enforced enforced) in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, . (ii) impair The Company and its subsidiaries possess all Intangible Property, including, without limitation, all know-how, formulae and other proprietary and trade rights necessary for the ability conduct of their businesses as now conducted. None of the Company to perform its obligations under or any of its subsidiaries has taken or failed to take any action that would result in the Transaction Documents in any material respect forfeiture or (iii) delay in any material respect or prevent the consummation relinquishment of any such Intangible Property used in the conduct of the transactions contemplated by any of the Transaction Documentstheir respective businesses as now conducted.

Intangible Property. The Company W. P. ▇▇▇▇▇ and its the W. P. ▇▇▇▇▇ Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of W. P. ▇▇▇▇▇ and the Company and its W. P. ▇▇▇▇▇ Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "“W. P. ▇▇▇▇▇ Intangible Property")”, except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not and could would not reasonably be expected to (i) have a W. P. ▇▇▇▇▇ Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the W. P. ▇▇▇▇▇ Intangible Property is owned or licensed by W. P. ▇▇▇▇▇ or the Company or its W. P. ▇▇▇▇▇ Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not and could would not reasonably be expected to (i) have a W. P. ▇▇▇▇▇ Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company W. P. ▇▇▇▇▇ nor any such W. P. ▇▇▇▇▇ Subsidiary has forfeited or otherwise relinquished any W. P. ▇▇▇▇▇ Intangible Property which forfeitureforfeiture has resulted in, individually or in the aggregate, has had or could would reasonably be expected to have any effect referred to result in clause (i), (ii) or (iii) abovea W. P. ▇▇▇▇▇ Material Adverse Effect. To the knowledge Knowledge of the CompanyW. P. ▇▇▇▇▇, the use of the W. P. ▇▇▇▇▇ Intangible Property by W. P. ▇▇▇▇▇ or the Company or its W. P. ▇▇▇▇▇ Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor therefor, of any other Person. Neither the Company , and there have been no claims made, and neither W. P. ▇▇▇▇▇ nor any of its the W. P. ▇▇▇▇▇ Subsidiaries has received any notice of any claim claims or otherwise knows has Knowledge of any claims that any of the W. P. ▇▇▇▇▇ Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the W. P. ▇▇▇▇▇ Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not and could would not reasonably be expected to (i) have a W. P. ▇▇▇▇▇ Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.

Intangible Property. The (a) Section 4.16 to the Company and its Subsidiaries possess or have adequate rights to use all Disclosure Letter sets forth a list of each material trademarkstrademark, trade namesname, patents, trade secretspatent, service marks▇▇▇▇, service ▇▇▇▇ rights, brand marks▇▇▇▇, brand namesname, computer programsprogram, databasesdatabase, industrial designs design and copyrights necessary for the operation of the businesses of each copyright and other intellectual property rights of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof well as a list of all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the "Company Intangible Property"), except where . Items identified with an asterisk on Section 4.16 to the failure to possess or have adequate rights to use such properties, individually or in Company Disclosure Letter are owned by the aggregate, has not and could not reasonably be expected to Company (i) have a Material Adverse Effect, (ii) impair the ability "Company Owned Intangible Property"). Except as set forth on Section 4.16 of the Company to perform its obligations under any Disclosure Letter, all of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Company Owned Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or other than Permitted Liens (as defined in the aggregate, have not and could not reasonably be expected Section 4.22(b)). Except as set forth on Section 4.16 to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the knowledge of the CompanyDisclosure Letter, the use of the Company Intangible Property by the Company or its Subsidiaries does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither Person and there have been no claims made (or, to the knowledge of the Company, threatened) and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or unenforceable or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for in any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or case for matters which would not be reasonably likely to result in a material adverse effect with respect to the aggregate, has not Company and could not reasonably be expected to its Subsidiaries taken as a whole. (ib) have a Material Adverse Effect, (ii) impair the ability Each of the Company and each of its Subsidiaries owns, or has a valid right to perform use, all Company Intangible Property necessary for the operation of its obligations respective business and has not forfeited or otherwise relinquished any Company Intangible Property. (c) Except as set forth on Section 4.16 to the Company Disclosure Letter, each of the material licenses or other Contracts relating to the Company Intangible Property (collectively, the "Company Intangible Property Licenses") is in full force and effect and is valid and enforceable in accordance with its terms, and there is no default under any Company Intangible Property License either by the Company or any of its Subsidiaries or, to the knowledge of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated Company, by any of other party thereto and there has been no failure to maintain or enforce any Company Intellectual Property, which failure would have a material adverse effect with respect to the Transaction DocumentsCompany and its Subsidiaries taken as a whole.

Intangible Property. The (a) Schedule 4.16(a) hereto sets forth all United States and foreign patents, registered copyrights, registered trademarks, service marks and trade names, applications for any of the foregoing, and written permits, grants, options and licenses or other rights in writing running to or from the Company relating to any Intangible Property (as defined below). Except as set forth on Schedule 4.16(a), to the Company's and its Subsidiaries possess Founder's Knowledge, (i) the Company has either all right, title and interest in or have adequate valid and binding rights under contract in accordance with the terms thereof to use all items of Intangible Property material trademarksto, trade namesor necessary to conduct, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each business of the Company as presently conducted; and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of neither the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited existing products, products developed or otherwise relinquished under development by the Company infringe upon or violate any rights owned or held by any other person. There is not pending nor, to the Company's and the Founder's Knowledge, Threatened, any claim, suit or action against the Company contesting or challenging the rights of the Company in or to any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the knowledge of the Company, the use of the Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other Person or has been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability validity of any of the Intangible Property. To the Company's and the Founder's Knowledge, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation there is no infringement upon or unenforceability that, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation unauthorized use of any of the transactions contemplated Intangible Property owned by the Company by any third-party; there are no material restrictions on the direct or indirect transfer of any contract, or any interest therein, held by the Company in respect of any item of Intangible Property disclosed on Schedule 4.16(a); and the Company is not in default (or with the giving of notice or lapse of time or both, would be in default) under any contract to use the Intangible Property required to be disclosed on Schedule 4.16(a). Neither any Seller (nor any associate (as defined in Section 12.2 hereof) thereof) nor any officer, director or affiliate or immediate family member thereof, as the case may be, has any right to or interest in any Intangible Property material to or necessary to conduct the business of the Transaction DocumentsCompany, including, without limitation, any right to payments (by royalty or otherwise) in respect of any use or transfer thereof. For purposes of this Section 4.16(a), the parties hereto acknowledge and agree that the Company's and Founder's Knowledge shall not include any information introduced to the Company or the Founder by Buyer or any of Buyer's representatives and/or advisors, other than the information contained in Section 4.16(e) hereof.

Intangible Property. The Company (a) Part 3.21(a) of the Disclosure Letter sets forth a true, correct and its Subsidiaries possess or have adequate rights to use all material trademarkscomplete list of each patent, trademark, trade names, patents, trade secretsname, service marks▇▇▇▇, brand marks▇▇▇▇, brand names, computer programs, databasesname, industrial designs design and copyrights necessary copyright owned or used in business by the Company (except for "off the operation shelf" computer software licenses purchased at retail by the Company), as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively with any other intellectual property owned or used in the business by the Company, and all of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectivelygoodwill associated therewith, the "Intangible Property")) and indicates, except where with respect to each item of Intangible Property listed thereon, the failure to possess or have adequate rights to use such propertiesowner thereof and, individually or in if applicable, the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability name of the Company to perform its obligations under any licensor and licensee thereof and the terms of such license or other contract relating thereto. Except as set forth in Part 3.21(a) of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any Disclosure Letter, each of the transactions contemplated by any foregoing items of the Transaction Documents. All of the Intangible Property is are owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or Encumbrances and the Company has not received any notice to the effect that any other entity has any claim of ownership with respect thereto. Except as set forth in the aggregate, have not and could not reasonably be expected to (iPart 3.21(a) have a Material Adverse Effect, (ii) impair the ability of the Company Disclosure Letter, to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the knowledge of the CompanySellers, the use of the Intangible Property Property, or any other intellectual property owned or licensed by another Person which is used by the Company or its Subsidiaries in connection with the Business, does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, patent, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Personperson or entity. Neither Except as set forth in Part 3.21(a) of the Disclosure Letter, no claims have been made, and the Company nor any of its Subsidiaries has not received any notice notice, nor does the Sellers have any knowledge of any claim or otherwise knows reasonable basis for any claims, that any of the Intangible Property is invalid or invalid, conflicts with the asserted rights of any other Person entities, or has been used or enforced (or has failed to have been be used or enforced enforced) in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intangible Property, except for . The term Intangible Property shall not include any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in intellectual property provided to the aggregate, has not and could not reasonably be expected to (i) have Company by a Material Adverse Effect, (ii) impair the ability client of the Company which intellectual property is owned or licensed by such client and used by the Company in the Ordinary Course of Business pursuant to perform its obligations under any such client's request in the course of rendering services to such client (i.e. use of a client's tradename or trademark). (b) To the knowledge of the Transaction Documents Sellers, the Company possesses all Intangible Property material to the Business, including, without limitation, all know-how, formulae and other proprietary and trade rights and trade secrets, necessary for the conduct of the Business as now conducted. Except as set forth in Part 3.21(b) of the Disclosure Letter, neither the Company nor YAR has taken or failed to take any material respect action that would result in the forfeiture or (iii) delay in any material respect or prevent the consummation relinquishment of any such Intangible Property used in the conduct of the transactions contemplated by any of the Transaction DocumentsBusiness as now conducted.

Intangible Property. The (i) Section 5.1(o) of the Company and its Subsidiaries possess or have adequate rights to use all material trademarksDisclosure Statement sets forth a list of each patent, trademark, trade names, patents, trade secretsname, service marks▇▇▇▇, brand marks▇▇▇▇, brand names, computer programs, databasesname, industrial designs design and copyrights necessary for the operation of the businesses of each of copyright owned or used in business by the Company and its Subsidiaries subsidiaries, as such businesses have been conducted during well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively with any other intellectual property owned or used in the three-year period prior to business by the date hereof (collectivelyCompany and its subsidiaries, and all of the goodwill associated therewith, the "Intangible Property")) and indicates, except where with respect to each item of Intangible Property listed thereon, the failure to possess owner thereof and, if applicable, the name of the licensor and licensee thereof and the terms of such license or have adequate rights to use such properties, individually or other contract relating thereto. Except as set forth in the aggregate, has not and could not reasonably be expected to (iSection 5.1(o) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any Disclosure Schedule, each of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property foregoing is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liensliens, except those thatmortgages, individually pledges, security interests, levies, charges, options or in the aggregateany other encumbrances, have not restrictions or limitations of any kind whatsoever and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability none of the Company to perform its obligations under or any of its subsidiaries has received any notice to the Transaction Documents in effect that any material other entity has any claim of ownership with respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) abovethereto. To the best knowledge of the Company, the use of the Intangible Property foregoing by the Company or and its Subsidiaries subsidiaries does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, patent, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application application, therefor of any other Personentity. Neither Except as set forth in Section 5.1(o) of the Company nor Disclosure Schedule, no claims have been made, and none of the Company or any of its Subsidiaries subsidiaries has received any notice of any claim or otherwise knows notice, that any of the Intangible Property foregoing is invalid or invalid, conflicts with the asserted rights of any other Person entities, or has not been used or enforced (or has failed to have been be used or enforced enforced) in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, . (ii) impair The Company and its subsidiaries possess all Intangible Property, including, without limitation, all know-how, formulae and other proprietary and trade rights necessary for the ability conduct of their businesses as now conducted. None of the Company to perform its obligations under or any of its subsidiaries has taken or failed to take any action that would result in the Transaction Documents in any material respect forfeiture or (iii) delay in any material respect or prevent the consummation relinquishment of any such Intangible Property used in the conduct of the transactions contemplated by any of the Transaction Documentstheir respective businesses as now conducted.

Intangible Property. The Company ▇▇▇▇▇▇▇ and its the ▇▇▇▇▇▇▇ Subsidiaries own, ------------------- possess or have adequate rights to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of ▇▇▇▇▇▇▇ and the Company and its ▇▇▇▇▇▇▇ Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "▇▇▇▇▇▇▇ ------- Intangible Property"), except where the failure to possess or have adequate ------------------- rights to use such properties, individually or in the aggregate, has not and could would not reasonably be expected to (i) have a ▇▇▇▇▇▇▇ Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the ▇▇▇▇▇▇▇ Intangible Property is owned or licensed by ▇▇▇▇▇▇▇ or the Company or its ▇▇▇▇▇▇▇ Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not and could would not reasonably be expected to (i) have a ▇▇▇▇▇▇▇ Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company ▇▇▇▇▇▇▇ nor any such ▇▇▇▇▇▇▇ Subsidiary has forfeited or otherwise relinquished any ▇▇▇▇▇▇▇ Intangible Property which forfeitureforfeiture has resulted in, individually or in the aggregate, has had or could would reasonably be expected to have any effect referred to result in clause (i), (ii) or (iii) abovea ▇▇▇▇▇▇▇ Material Adverse Effect. To the knowledge Knowledge of the Company▇▇▇▇▇▇▇, the use of the ▇▇▇▇▇▇▇ Intangible Property by ▇▇▇▇▇▇▇ or the Company or its ▇▇▇▇▇▇▇ Subsidiaries does not, or in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor therefor, of any other Person. Neither the Company , and there have been no claims made, and neither ▇▇▇▇▇▇▇ nor any of its the ▇▇▇▇▇▇▇ Subsidiaries has received any notice of any claim or otherwise knows that any of the ▇▇▇▇▇▇▇ Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the ▇▇▇▇▇▇▇ Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not and could would not reasonably be expected to (i) have a ▇▇▇▇▇▇▇ Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.

Intangible Property. Schedule 2.19 sets forth a complete and accurate list of the Intangible Property. The Company and its Subsidiaries possess each Subsidiary owns or have possesses, or has adequate and enforceable licenses or other rights to use and license for all material trademarkspurposes, trade namesall proprietary rights necessary for its business (as now conducted or as proposed to be conducted) without any conflict with or infringement of the rights of others including, patentswithout limitation, trade secrets, service marksinventions, brand marksprocesses, brand namesformulae, computer programstechnology, databasestechnological data, industrial designs information and copyrights necessary for the operation of the businesses of each of know-how. Except as set forth on Schedule 2.19, with respect to the Company and its Subsidiaries as each Subsidiary (i) the Company or such businesses have been conducted during the three-year period prior Subsidiary has sole and exclusive good, valid and transferable title with respect to the date hereof Intangible Property identified thereon as owned by the Company, (collectively, ii) no royalties or other consideration is required in connection with the "Company's or any Subsidiary's use and enjoyment of the Intangible Property"), except where as provided under the failure terms of any license agreement or other instrument pursuant to possess or have adequate which the Company has obtained rights to use such properties, individually or in the aggregate, has Intangible Property identified on Schedule 2.19 as not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of owned by the Company to perform its obligations under any of the Transaction Documents in any material respect or and (iii) delay in no material claim has been asserted by any material person against the Company or any Subsidiary with respect to the ownership or prevent the consummation use of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of Subsidiary nor has the Company to perform its obligations under or any of the Transaction Documents in Subsidiary asserted any material respect or (iii) delay in similar claim against any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documentsperson, and neither to the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the best knowledge of the Company, there exists no valid basis for any such claim. Except as set forth on Schedule 2.19, the use of the Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, not violate or interfere with infringe, and has not violated or constitute an appropriation infringed, the rights of any rightperson. Except as set forth on Schedule 2.19, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither neither the Company nor any of its Subsidiaries has received Subsidiary is a licensor with respect to any notice of Intangible Property. "Intangible Property" means all trade names, trademarks, service marks, patents and copyrights (including any claim registrations or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other Person or has been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability pending applications for registration of any of the Intangible Propertyforegoing), except for and all licenses or other rights relating to any such conflictof the foregoing that are attributable to the conduct of, infringementused in, violationor related to, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability operations of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documentsand each Subsidiary.

Intangible Property. The (a) Schedule 3.14 sets forth a complete and correct list of each material patent, trademark, trade name, service ▇▇▇▇, brand ▇▇▇▇, brand name, invention, industrial design, computer software developed by or specifically for the Company and its Subsidiaries possess or have adequate rights to use all material trademarkscopyright owned or, trade namesif material, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for used in the operation of the businesses of each business of the Company as well as all registrations thereof and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof pending applications therefor, and each material license or other material Contract relating thereto (collectively, the "Intangible Property")) and indicates, except where with respect to each item of Intangible Property, the failure to possess or have adequate rights to use such propertiesowner thereof and, individually or in if applicable, the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability name of the Company to perform its obligations under any licensor and licensee thereof and the basic material terms of such license or other Contract relating thereto. Except as set forth on Schedule 3.14, each of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property foregoing is owned or licensed by the Company or its Subsidiaries party shown on such Schedule as owning the same free and clear of any and all LiensLiens and is in good standing, except those thatno other Person or entity has any claim of ownership with respect thereto and, individually where applicable, all registrations or in the aggregate, other required filings have not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) abovebeen timely made. To the knowledge of the Seller and the Company, the use of the Intangible Property by the Company or its Subsidiaries does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, patent, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, databaseinvention, industrial design, computer software, copyright or any pending application therefor of any other Person. Neither Except as set forth on Schedule 3.14, there have been no Legal Proceedings initiated to which the Company is a party or of which the Seller or the Company is aware, and neither the Seller nor any of its Subsidiaries the Company has received any notice of any claim or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other Person Persons or has been used or enforced or has have failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intangible Property. (b) The Company owns or licenses all Intangible Property, trade secrets, know-how, formulae and other proprietary and trade rights necessary for the conduct of its business as now conducted or relating to products or processes under development. Except as set forth on Schedule 3.14, the Company has not forfeited or otherwise relinquished any such Intangible Property, trade secrets, know-how, formulae or other proprietary right used in and necessary for the conduct of its business as now conducted or relating to products or processes under development. (c) Each of the licenses or other Contracts relating to the Intangible Property ("Intangible Property Licenses") is valid and enforceable by or against the Company in accordance with its terms, and there is no default under any Intangible Property License by the Company or, to the knowledge of the Seller and the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. Complete and correct copies of the Intangible Property Licenses, together with all amendments, modifications, supplements or side letters affecting the obligations of any party thereunder have been delivered or otherwise made available to the Buyer. Except as set forth on Schedule 3.14, no previous or current party to any such Intangible Property License has given notice of or initiated a Legal Proceeding with respect to any breach or default thereunder. With respect to those Intangible Property Licenses that were assigned or sublicensed to the Company by a third party, all necessary consents to such assignments or sublicenses have been obtained. Except as set forth on Schedule 3.14, none of the rights of the Company under any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation Property Licenses will be subject to termination or unenforceability that, individually or in the aggregate, has not and could not reasonably be expected to (i) have modification as a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any result of the transactions contemplated by this Agreement. (d) To the Seller's and Company's knowledge, except as set forth in Schedule 3.14, no third party is infringing upon any rights of the Company to the Intangible Property. Neither the Seller nor the Company is aware that any of Company's employees is obligated under any Contract or covenants or commitments of any nature, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the Transaction Documentsuse of his best efforts to promote the interests of the Company or that would conflict with the Company's business as presently conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently conducted, will, to the Seller's or the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under any Contract, covenant or commitment under which any of such employees is now obligated. Neither the Seller nor the Company believes that it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Intangible Property. The (a) Schedule 3.14 sets forth a complete and correct list of each material patent, trademark, trade name, service mark, brand mark, brand nam▇, ▇nvention, ▇▇dustrial design, computer software developed by or specifically for the Company and its Subsidiaries possess or have adequate rights to use all material trademarkscopyright owned or, trade namesif material, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for used in the operation of the businesses of each business of the Company as well as all registrations thereof and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof pending applications therefor, and each material license or other material Contract relating thereto (collectively, the "Intangible Property")) and indicates, except where with respect to each item of Intangible Property, the failure to possess or have adequate rights to use such propertiesowner thereof and, individually or in if applicable, the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability name of the Company to perform its obligations under any licensor and licensee thereof and the basic material terms of such license or other Contract relating thereto. Except as set forth on Schedule 3.14, each of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property foregoing is owned or licensed by the Company or its Subsidiaries party shown on such Schedule as owning the same free and clear of any and all LiensLiens and is in good standing, except those thatno other Person or entity has any claim of ownership with respect thereto and, individually where applicable, all registrations or in the aggregate, other required filings have not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) abovebeen timely made. To the knowledge of the Seller and the Company, the use of the Intangible Property by the Company or its Subsidiaries does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, patent, trademark, trade name, patentservice mark, trade secretbrand mark, service brand nam▇, ▇nvention, ▇▇▇▇, brand ▇▇▇▇, brand namedustrial design, computer program, database, industrial designsoftware, copyright or any pending application therefor of any other Person. Neither Except as set forth on Schedule 3.14, there have been no Legal Proceedings initiated to which the Company is a party or of which the Seller or the Company is aware, and neither the Seller nor any of its Subsidiaries the Company has received any notice of any claim or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other Person Persons or has been used or enforced or has have failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of the Intangible Property. (b) The Company owns or licenses all Intangible Property, trade secrets, know-how, formulae and other proprietary and trade rights necessary for the conduct of its business as now conducted or relating to products or processes under development. Except as set forth on Schedule 3.14, the Company has not forfeited or otherwise relinquished any such Intangible Property, trade secrets, know-how, formulae or other proprietary right used in and necessary for the conduct of its business as now conducted or relating to products or processes under development. (c) Each of the licenses or other Contracts relating to the Intangible Property ("Intangible Property Licenses") is valid and enforceable by or against the Company in accordance with its terms, and there is no default under any Intangible Property License by the Company or, to the knowledge of the Seller and the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. Complete and correct copies of the Intangible Property Licenses, together with all amendments, modifications, supplements or side letters affecting the obligations of any party thereunder have been delivered or otherwise made available to the Buyer. Except as set forth on Schedule 3.14, no previous or current party to any such Intangible Property License has given notice of or initiated a Legal Proceeding with respect to any breach or default thereunder. With respect to those Intangible Property Licenses that were assigned or sublicensed to the Company by a third party, all necessary consents to such assignments or sublicenses have been obtained. Except as set forth on Schedule 3.14, none of the rights of the Company under any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation Property Licenses will be subject to termination or unenforceability that, individually or in the aggregate, has not and could not reasonably be expected to (i) have modification as a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any result of the transactions contemplated by this Agreement. (d) To the Seller's and Company's knowledge, except as set forth in Schedule 3.14, no third party is infringing upon any rights of the Company to the Intangible Property. Neither the Seller nor the Company is aware that any of Company's employees is obligated under any Contract or covenants or commitments of any nature, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the Transaction Documentsuse of his best efforts to promote the interests of the Company or that would conflict with the Company's business as presently conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently conducted, will, to the Seller's or the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under any Contract, covenant or commitment under which any of such employees is now obligated. Neither the Seller nor the Company believes that it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Intangible Property. The Company and its Subsidiaries possess or have adequate rights to use Schedule 3.7 sets forth all material patents, trademarks, service marks, trade names, patentscopyrights, trade secretslogos and the like and franchises, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary all applications for the operation any of the businesses of each foregoing, and all permits, grants and licenses or other rights held or owned by running to or from the Seller relating to any of the Company and its Subsidiaries as such businesses have been conducted during foregoing that are necessary in connection with the three-year period prior to the date hereof Business (collectively, the "Intangible Property"), except where true and complete copies of which have been delivered or made available to the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) abovePurchaser. To the knowledge of the CompanySeller, the use no patent, invention, trademark, service mark or ▇▇▇▇e name of any other Person infringes upon, or is infringed upon by, any of the Intangible Property by and the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither the Company nor any of its Subsidiaries Seller has not received any notice of any claim or otherwise knows that of infringement of any other Person with respect to any of the Intangible Property is invalid or conflicts any process or confidential information of the Seller, and the Seller does not know, after diligent investigation, of any basis for any such charge or claim. Except for the Intangible Property, no other intellectual property or intangible property rights are required for the Seller to conduct the Business in the ordinary course consistent with past practice. To the asserted knowledge of the Seller, all of the permits, applications and licenses relating to the Intangible Property have been validly issued and any fees, relating to them have been fully paid by the Seller. The Seller has not received any notice or inquiry indicating, or claiming, that the manufacture, sale or use of any Product infringes upon the patent or other intellectual property rights of any other Person Person. Except as separately identified on Schedule 3.7, no approval or has been used or enforced or has failed to have been used or enforced in a manner consent of any person is needed so that would result the interest of the Seller in the abandonment, cancellation or unenforceability of any of Intangible Property shall continue to be in full force and effect and enforceable by the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent Purchaser following the consummation of any of the transactions contemplated by any of the Transaction Documentshereby.

Intangible Property. The Company and its Subsidiaries possess or have adequate rights to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect respect, or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect respect, or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the knowledge of the Company, the use of the Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secretservice mark, service ▇▇and mark, ▇▇, brand ▇▇▇▇, brand and name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither person and there have been no claims made and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, 17 21 interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect respect, or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.. (u)

Intangible Property. The Company (a) Part 3.21(a) of the Disclosure Letter sets forth a true, correct and its Subsidiaries possess or have adequate rights to use all material trademarkscomplete list of each patent, trademark, trade names, patents, trade secretsname, service marks▇▇▇▇, brand marks▇▇▇▇, brand names, computer programs, databasesname, industrial designs design and copyrights necessary copyright owned or used in business by the Company (except for "off the operation shelf" computer software licenses purchased at retail by the Company), as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively with any other intellectual property owned or used in the business by the Company, and all of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectivelygoodwill associated therewith, the "Intangible Property")) and indicates, except where with respect to each item of Intangible Property listed thereon, the failure to possess or have adequate rights to use such propertiesowner thereof and, individually or in if applicable, the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability name of the Company to perform its obligations under any licensor and licensee thereof and the terms of such license or other contract relating thereto. Except as set forth in Part 3.21(a) of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any Disclosure Letter, each of the transactions contemplated by any foregoing items of the Transaction Documents. All of the Intangible Property is are owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not Encumbrances and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company has not received any notice to perform its obligations under the effect that any other entity has any claim of the Transaction Documents in any material ownership with respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) abovethereto. To the knowledge of the CompanyCompany and the Shareholder, the use of the Intangible Property Property, or any other intellectual property owned or licensed by another Person which is used by the Company or its Subsidiaries in connection with the Business, does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, patent, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Personperson or entity. Neither Except as set forth in Part 3.21(a) of the Disclosure Letter, no claims have been made, and the Company nor any of its Subsidiaries has not received any notice notice, nor does the Company or the Shareholder have any knowledge of any claim or otherwise knows reasonable basis for any claims, that any of the Intangible Property is invalid or invalid, conflicts with the asserted rights of any other Person entities, or has been used or enforced (or has failed to have been be used or enforced enforced) in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intangible Property, except for . The term Intangible Property shall not include to any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in intellectual property provided to the aggregate, has not and could not reasonably be expected to (i) have Company by a Material Adverse Effect, (ii) impair the ability client of the Company which intellectual property is owned or licensed by such client and used by the Company in the Ordinary Course of Business pursuant to perform its obligations under any such client's request in the course of rendering services to such client (i.e. use of a client's tradename or trademark). (b) To the knowledge of the Transaction Documents Company and the Shareholder, the Company possesses all Intangible Property material to the Business, including, without limitation, all know-how, formulae and other proprietary and trade rights and trade secrets, necessary for the conduct of the Business as now conducted. The Company has not taken or failed to take any action that would result in any material respect the forfeiture or (iii) delay in any material respect or prevent the consummation relinquishment of any such Intangible Property used in the conduct of the transactions contemplated by any of the Transaction DocumentsBusiness as now conducted.

Intangible Property. The Company and its Subsidiaries possess or ------------------- have adequate rights to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "Intangible ---------- Property"), except where the failure to possess or have adequate rights to use -------- such properties, individually or in the aggregate, has not had and could not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company, (ii) ii impair the ability of the Company to perform its material obligations under any of the Transaction Documents in any material respect Documents, or (iii) ii delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company, (ii) impair the ability of the Company to perform its material obligations under any of the Transaction Documents in any material respect Documents, or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the best knowledge of the Company, the use of the Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither Person and there have been no claims made and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company, (ii) impair the ability of the Company to perform its material obligations under any of the Transaction Documents in any material respect Documents, or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.

Intangible Property. The Company and its Subsidiaries possess or have adequate rights to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company, (ii) impair the ability of the Company to perform its material obligations under any of the Transaction Documents in any material respect Documents, or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company, (ii) impair the ability of the Company to perform its material obligations under any of the Transaction Documents in any material respect Documents, or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the best knowledge of the Company, the use of the Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither Person and there have been no claims made and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company, (ii) impair the ability of the Company to perform its material obligations under any of the Transaction Documents in any material respect Documents, or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.

Intangible Property. The Company and its Subsidiaries possess owns, is licensed or have adequate otherwise ------------------- possesses legally enforceable rights to use use, all material trademarksitems of intangible property used or otherwise necessary in connection with the business of the Company, including, but not limited to, trade secrets, know-how, any other confidential information of the Company, United States and foreign patents, trade names, patentstrademarks, trade secretsname and trademark registrations, service markscopyrights and copyright registrations, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary applications for the operation any of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof foregoing (collectively, the "Intangible Property"). Except as otherwise disclosed in Schedule 2.07 attached hereto: ------------- (a) the Company has the right and authority to use, and to continue to use after the Closing, the Intangible Property in connection with the conduct of its business in the manner presently conducted, and such use or continuing use does not and will not conflict with, infringe upon or violate any rights of any other person, corporation or entity; (b) the Company has not received written notice of, and has no knowledge of any reasonable basis for, a pleading or threatened claim, interference action or other judicial or adversarial proceeding against the Company that any of the operations, activities, products, services or publications of the Company or any of its customers or distributors infringes or will infringe any patent, trademark, trade name, copyright, trade secret or other property right of a third party, or that it is illegally or otherwise using the trade secrets, formulae or property rights of others, except where the failure for such claims, actions and proceedings which would not reasonably be expected to possess or have adequate rights to use such propertiesresult, either individually or in the aggregate, has not and could not reasonably be expected to (i) have in a Company Material Adverse Effect; (c) there are no outstanding, (ii) impair the ability of the Company nor to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the knowledge of the Company, the use of the Intangible Property by any threatened disputes or other disagreements with respect to any licenses or similar agreements or arrangements to which the Company is a party or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other Person or has been used or enforced or has failed respect to have been used or enforced in infringement by a manner that would result in the abandonment, cancellation or unenforceability third party of any of the Intangible Property; and (d) the Company has taken reasonable steps to protect its right, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or title and interest in and to the aggregate, has not Intangible Property and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability continued use of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction DocumentsIntangible Property.

Intangible Property. The Company (a) Part 3.21(a) of the Disclosure Letter sets forth a true, correct and its Subsidiaries possess or have adequate rights to use all material trademarkscomplete list of each patent, trademark, trade names, patents, trade secretsname, service marks▇▇▇▇, brand marks▇▇▇▇, brand names, computer programs, databasesname, industrial designs design and copyrights necessary copyright owned or used in business by the Company (except for "off the operation shelf" computer software licenses purchased at retail by the Company), as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively with any other intellectual property owned or used in the business by the Company, and all of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectivelygoodwill associated therewith, the "Intangible Property")) and indicates, except where with respect to each item of Intangible Property listed thereon, the failure to possess or have adequate rights to use such propertiesowner thereof and, individually or in if applicable, the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability name of the Company to perform its obligations under any licensor and licensee thereof and the terms of such license or other contract relating thereto. Except as set forth in Part 3.21(a) of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any Disclosure Letter, each of the transactions contemplated by any foregoing items of the Transaction Documents. All of the Intangible Property is are owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not Encumbrances and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company has not received any notice to perform its obligations under the effect that any other entity has any claim of the Transaction Documents in any material ownership with respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) abovethereto. To the knowledge of the CompanyCompany and the Shareholders, the use of the Intangible Property Property, or any other intellectual property owned or licensed by another Person which is used by the Company or its Subsidiaries in connection with the Business, does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, patent, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Personperson or entity. Neither Except as set forth in Part 3.21(a) of the Disclosure Letter, no claims have been made, and the Company nor any of its Subsidiaries has not received any notice notice, nor does the Company or the Shareholders have any knowledge of any claim or otherwise knows reasonable basis for any claims, that any of the Intangible Property is invalid or invalid, conflicts with the asserted rights of any other Person entities, or has been used or enforced (or has failed to have been be used or enforced enforced) in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intangible Property, except for . The term Intangible Property shall not include to any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in intellectual property provided to the aggregate, has not and could not reasonably be expected to (i) have Company by a Material Adverse Effect, (ii) impair the ability client of the Company which intellectual property is owned or licensed by such client and used by the Company in the Ordinary Course of Business pursuant to perform its obligations under any such client's request in the course of rendering services to such client (i.e. use of a client's tradename or trademark). (b) To the knowledge of the Transaction Documents Company and the Shareholders, the Company possesses all Intangible Property material to the Business, including, without limitation, all know-how, formulae and other proprietary and trade rights and trade secrets, necessary for the conduct of the Business as now conducted. The Company has not taken or failed to take any action that would result in any material respect the forfeiture or (iii) delay in any material respect or prevent the consummation relinquishment of any such Intangible Property used in the conduct of the transactions contemplated by any of the Transaction DocumentsBusiness as now conducted.

Intangible Property. (a) The Company and its Subsidiaries (i) own, or are licensed or otherwise possess or have adequate legally enforceable rights to use use, all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for Intellectual Property that is used in the operation of the businesses of each of Business as currently conducted by the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company have taken all reasonable steps to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible protect such Intellectual Property is owned or licensed by the Company or its Subsidiaries free Subsidiaries; it being understood and clear agreed that nothing in this Section 4.11(a) is intended to address the subject matter of any the Company's representations (including, without limitation, with respect to the infringement of third parties' Intellectual Property) set forth in Sections 4.11(e) and all Liens, except those that, individually or in 4.11(h). (b) Section 4.11(b) of the aggregate, have not and could not reasonably be expected to Company Disclosure Schedule separately lists (i) have all patents and all registered and unregistered trademarks, trade names and service marks, registered copyrights, and where applicable, applications for each of the foregoing, and maskworks owned by the Company or a Material Adverse EffectSubsidiary and, where applicable, including the jurisdictions in which each such Intellectual Property right has been issued or registered or in which any application for such issuance or registration has been filed, and the number or other identifier used by such jurisdiction with respect to such Intellectual Property right; (ii) impair all material licenses, sublicenses and other agreements as to which the ability Company or any Subsidiary is a party and pursuant to which any Person is authorized by the Company or any Subsidiary to use any Intellectual Property owned by the Company or any Subsidiary; (iii) all material licenses, sublicenses and other agreements as to which the Company or any Subsidiary is a party and pursuant to which the Company or any Subsidiary is authorized to use any Intellectual Property owned by a third party ("Third Party Intellectual Property") which is incorporated in, is, or forms a part of any products or services of the Company or any Subsidiary that are material to perform its obligations under their respective businesses; and (iv) all material licenses pursuant to which the Company or any Subsidiary is authorized to use software owned or licensed by a third party. (c) Except as set forth in Section 4.11(c) of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction DocumentsCompany Disclosure Schedule, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeitureis, individually or in the aggregate, has had or could reasonably nor will it be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the knowledge as a result of the Companyexecution and delivery of this Agreement and the Company Documents, the use of the Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither the Company nor any performance of its Subsidiaries has received any notice of any claim obligations hereunder and thereunder or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other Person or has been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.hereby

Intangible Property. The Company and its the Company Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for currently used in the operation of the businesses of each of the Company and its the Company Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "“Company Intangible Property"”), except where the failure to possess or have adequate rights to use such propertiesproperty, individually or in the aggregate, has would not and could not reasonably be expected to (i) have constitute a Company Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Company Intangible Property is owned or licensed by the Company or its the Company Subsidiaries free and clear of any and all Liens, except those thatas would not, individually or in the aggregate, have not and could not reasonably be expected to (i) have constitute a Company Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Company Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeitureProperty. Except as set forth in Section 3.1(n) of the Company Disclosure Letter, individually or in to the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the knowledge Knowledge of the Company, the use of the Company Intangible Property by the Company or its the Company Subsidiaries does not, not in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor therefor, of any other Person. Neither Except as set forth in Section 3.1(n) of the Company Disclosure Letter, to the Knowledge of the Company, there have been no claims made, and neither the Company nor any of its the Company Subsidiaries has received any notice of any claim or nor does the Company otherwise knows have Knowledge that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability thatas would not, individually or in the aggregate, has not and could not reasonably be expected to (i) have constitute a Company Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.

Intangible Property. The Schedule 3.11 attached hereto sets forth: (i) a true, correct and complete list and, where appropriate, a description of, all items of intangible property owned by, or used or useful in connection with the business of, the Company or any of the Subsidiaries, including, but not limited to, trade secrets, know-how, any other confidential information of the Company, United States and its Subsidiaries possess or have adequate rights to use all material trademarksforeign patents, trade names, patentstrademarks, trade secretsname and trademark registrations, service markscopyrights and copyright registrations, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary applications for the operation any of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof foregoing (collectively, the "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not ; and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair a true, correct and complete list of all licenses or similar agreements or arrangements to which the ability Company or any of the Subsidiaries is a party, either as licensee or licensor, with respect to the Intangible Property. Except as otherwise disclosed in Schedule 3.11: (a) the Company or a Subsidiary is the sole and exclusive owner of all right, title and interest in and to the Intangible Property and all designs, permits, labels and packages used on or in connection therewith, free and clear of all liens, security interests, charges, encumbrances, equities or other adverse claims; (b) the Company or the relevant Subsidiary has the right and authority to use the Intangible Property in connection with the conduct of its business in the manner presently conducted, and such use does not conflict with, infringe upon or violate any rights of any other person, corporation or entity; (c) neither the Company nor any of the Stockholders has received notice of, or has any knowledge of any basis for, a pleading or threatened claim, interference action or other judicial or adversarial proceeding against the Company that any of the operations, activities, products, services or publications of the Company to perform its obligations under or any of its customers or distributors infringes or will infringe any patent, trademark, trade name, copyright, trade secret or other property right of a third party, or that it is illegally or otherwise using the Transaction Documents trade secrets, formulae or property rights of others; (d) there are no outstanding, nor to the Stockholders' Knowledge, any threatened disputes or other disagreements with respect to any licenses or similar agreements or arrangements described in any material Schedule 3.11 or with respect or (iii) delay in any material respect or prevent the consummation to infringement by a third party of any of the transactions contemplated by any of the Transaction Documents. All of Intangible Property; (e) the Intangible Property is owned or licensed by the Company or the relevant Subsidiary is sufficient to conduct the Company's or the relevant Subsidiary's business as presently conducted; (f) the Company or the relevant Subsidiary has taken all steps reasonably necessary to protect its Subsidiaries free right, title and clear interest in and to the Intangible Property and the continued use of any and all Liensthe Intangible Property; (g) no officer, except those thatdirector, individually stockholder or in the aggregate, have not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability employee of the Company to perform its obligations under or any Subsidiary, nor any spouse, child or other relative or affiliate thereof, owns directly or indirectly, in whole or in part, any of the Transaction Documents in any material respect or Intangible Property; and (iiih) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor the relevant Subsidiary nor any such Subsidiary Stockholder has forfeited any knowledge that any third party is infringing, or will threaten to infringe, upon or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the knowledge of the Company, the use of the Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other Person or has been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of which the Company to perform its obligations under or any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction DocumentsSubsidiary has ownership rights.

Intangible Property. The Company Schedule 3.15 sets forth a true, correct and its Subsidiaries possess or have adequate rights to use complete list of all material trademarkspatents, trade names, patents, trade secretstrademarks, service marks and copyright registrations, all applications for any of the foregoing, all common law trademarks, services marks, brand marks, brand copyrights and trade names, slogans and all inventions, formulae, processes, computer programsprograms (and all versions thereof), databasescompilations and data bases, industrial designs Permits, grants, franchises and copyrights necessary for the operation licenses or other rights relating to any of the businesses of each foregoing that are material to the conduct of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof Company's and/or GEMC's business (collectively, the "Intangible Property"), except where the failure ) copies of any documentation in respect of which have been delivered or made available to possess or have adequate rights to use such properties, individually or in the aggregate, has not and could not reasonably be expected to Buyer. Except as set forth on Schedule 3.15: (i) have a Material Adverse Effectall rights to the Intangible Property are valid, uncontested and in good standing and the Company and/or GEMC (as the case may be) has good and valid title with respect to the Intangible Property and (ii) impair to the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) above. To the best knowledge of the Company, GEMC and the Sellers, there is no conflict with or infringement of the rights of others resulting directly or indirectly from the use of the Intangible Property or the operation of the Company's and GEMC's business which would impair in any material respect the use of the Intangible Property by the Company or its Subsidiaries does notand/or GEMC, in any material respectand neither the Company, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other Person. Neither the Company GEMC nor any of its Subsidiaries has received any notice the Sellers knows of any claim basis for any such conflict or otherwise knows that any infringement. The Company and/or GEMC possesses all rights, licenses or other authority necessary to have and enjoy the full, free and unencumbered use of all of the Intangible Property is invalid or conflicts with the asserted Company's and/or GEMC's rights of any other Person or has been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonmentIntangible Property. Except as set forth in Schedule 3.15, cancellation or unenforceability of the Company and GEMC have not granted any outstanding licenses in any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of nor is the Company to perform its obligations and GEMC under any of obligation to grant the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documentssame.

Intangible Property. The Company and its Subsidiaries possess or have adequate rights to use all material trademarks, trade names, patents, trade secrets, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries as such businesses have been conducted during the three-year period prior to the date hereof (collectively, the "Company Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has properties would not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair Effect on the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction DocumentsCompany. All of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liensliens, claims or encumbrances, except those that, individually or in the aggregate, have that would not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of Effect on the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture, individually or forfeiture would result in a Material Adverse Effect on the aggregate, has had or could reasonably be expected to have any effect referred to in clause (i), (ii) or (iii) aboveCompany. To the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, trade secret, service ▇▇▇▇, brand ▇▇▇▇, brand name, computer program, database, industrial design, copyright or any pending application therefor therefor, of any other Person. Neither person, and there have been no claims made, and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other Person person or has not been used or enforced or has failed to have been used or enforced in a manner manner, that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has that would not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair Effect on the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction DocumentsCompany.