Common use of PERMITS AND INTANGIBLES Clause in Contracts

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds its employees hold all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on the Company's business and the COMPANY has delivered to CSI an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, copyrights owned or held by the absence of COMPANY or any of which would have its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the COMPANY. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Company holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material an Adverse Effect. The COMPANY Effect on its business, and Company has delivered to URSI Parent an accurate list and summary description (which is set forth on Schedule 5.126.10) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by Company (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 6.11). To the knowledge of the COMPANYCompany, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 Schedules 6.10 and 6.11 are validvalid in all respects, and neither the COMPANY nor any of the COMPANY's Subsidiaries Company has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 6.10 and 6.11 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material an Adverse EffectEffect on Company. Except as specifically provided in Schedule 5.126.10, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to Company (and to the COMPANY (including Surviving Corporation after the COMPANY's SubsidiariesEffective Time of the Merger) by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization.

PERMITS AND INTANGIBLES. The COMPANY and each its employees (for the benefit of the COMPANY's Subsidiaries holds ) hold all licenses, registrations, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on the COMPANY. The COMPANY and its employees (for the benefit of the COMPANY) are licensed or registered as professional employer organizations and/or as control persons thereof, as appropriate, in each jurisdiction in which their activities require such licensing or registration, except where failure to be so licensed or registered could not have a Material Adverse Effect on the COMPANY. The COMPANY has delivered to PARENT an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, registrations, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, registrations, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, copyrights owned or held by the absence of COMPANY or any of which would have its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, registrations, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersregistrations, approvalsfranchises, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the COMPANY. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, registrations, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on its business, and the COMPANY has delivered to TSII an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permitstitles, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrightscopyrights owned or held by the COMPANY (including interests in software or other technology systems, the absence of any of which would have programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance noncompliance or violation would not have a Material Adverse EffectEffect on the COMPANY. Except as specifically provided in on Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds its employees hold all licenses, franchises, permits and other authorizations (governmental or otherwise) the absence of any of which could have a Material Adverse Effect on COMPANY's business, including, without limitation, all licenses, franchises, rights and authorizations from Brunswick Corporation and Ray Industries, Inc., necessary or beneficial for the business of COMPANY. COMPANY has delivered to MARINEMAX an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of copyrights owned or held by COMPANY or any of which would have its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.13). To the best knowledge and belief of the COMPANYCOMPANY and STOCKHOLDERS after due inquiry, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any entity, governmental authority or otherwise, intends to cancel, limit, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on COMPANY. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, ----------------------- permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which which, either singly or in the aggregate, would have a Material Adverse Effect. The COMPANY has delivered to URSI Schedule 5.12 is an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that that, with respect to copyrights, Schedule 5.12 may include only those copyrights need not be listed unless which are registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where all such non-compliance or violation compliances and violations in the aggregate would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations, either singly or in the aggregate.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Company holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material Adverse Effect. The COMPANY Effect on its business, and Company has delivered to URSI Purchaser an accurate list and summary description (which is set forth on Schedule 5.124.11) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by Company (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 4.12). To the knowledge of the COMPANYCompany, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 Schedules 4.11 and 4.12 are validvalid in all material respects, and neither the COMPANY nor any of the COMPANY's Subsidiaries Company has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Company has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 4.11 and 4.12 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on Company. Except as specifically provided in Schedule 5.124.11, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) Company by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Unidyne holds all licenses, franchises, ----------------------- permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarkstrademarks (or applications therefor), trade namesnames (or applications therefor), patentspatents (or applications therefor), patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI Schedule 3.4 contains an accurate list and summary description (Schedule 5.12) of all such copyrights, trademarks (or applications therefor), trade names (or applications therefor), patents (or applications therefor), licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of the COMPANYUnidyne, the copyrights, trademarks (or applications therefor), trade names (or applications therefor), patents (or applications therefor), licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 3.4 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries Unidyne has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorizationitem. The COMPANY (including the COMPANY's Subsidiaries) Unidyne has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the The transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. (a) The COMPANY and each Company has delivered to VESTCOM an accurate list set forth on Schedule 5.12(a), of the COMPANY's Subsidiaries holds all material licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits certificates and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of related licenses owned or held by the COMPANY, the copies of which have been provided to VESTCOM, if requested. The licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 5.12(a) are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including holds all licenses, franchises, permits and other government authorizations, the COMPANY's Subsidiaries) absence of which would have a Material Adverse Effect. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria standards and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing foregoing, except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.125.12(a), the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations. (b) All of the patents, patent registrations, patent applications, trademarks, service marks, trademark and service mark ▇▇▇istrations and applications therefor, copyrights, copyright registrations, copyright applications, trade names and corporate names used in or necessary to the operation of the COMPANY'S business or otherwise utilized by the COMPANY (the "Intellectual Property") are listed in Schedule 5.12(b). Except as disclosed in Schedule 5.12(b), (i) the COMPANY owns or is authorized to utilize all right, title and interest in the Intellectual Property, including any and all permits, licenses or other agreements to or from third parties regarding the (c) To the knowledge of the COMPANY, no claim by any third party contesting the validity, enforceability, use or ownership of any Proprietary Right has been made, is currently pending or, to the COMPANY'S knowledge, is threatened. The COMPANY has not received any notice of, nor is it aware of any fact which indicates a likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to any of the Proprietary Rights. The COMPANY has not, to its knowledge, infringed, misappropriated or otherwise conflicted with any rights of any third parties, nor is the COMPANY aware of any infringement, misappropriation or conflict which will occur as a result of the continued operation of the businesses of the COMPANY as now conducted.

PERMITS AND INTANGIBLES. The COMPANY and each To the best knowledge of the COMPANY's Subsidiaries holds Stockholders, the Company and its employees hold all material licenses, franchises, permits and other governmental authorizations required in connection with the conduct of the Company's business as it is now being conducted. Schedule 5.8 sets forth an accurate list and summary description of all such licenses, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, copyrights owned or held by the absence of Company or any of which would have its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.9). To the best knowledge of the COMPANYStockholders, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 Schedules 5.8 and 5.9 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries . The Company has not received any notice that any governmental authority person intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Company has conducted for the past five years and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.8 and 5.9 and is not in violation of any of the foregoing foregoing, except where any such non-compliance or violation would has not had and will not have a Material Adverse Effect. Except as specifically provided in set forth on Schedule 5.125.8 or 5.9, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) Company by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Company holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material Adverse Effect. The COMPANY Effect on its business, and the Company has delivered to URSI Purchaser an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the Company (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANYCompany, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries Company has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the Company. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) Company by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds its employees hold all licenses, franchises, permits and other authorizations (governmental or otherwise) the absence of any of which could have a Material Adverse Effect on COMPANY's business, including, without limitation, all licenses, franchises, rights and authorizations from Brunswick Corporation and Ray Industries, Inc., necessary or beneficial for the business of COMPANY. COMPANY has delivered to MARINEMAX an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of copyrights owned or held by COMPANY or any of which would have its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.13). To the best knowledge and belief of the COMPANYCOMPANY and STOCKHOLDER after due inquiry, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any entity, governmental authority or otherwise, intends to cancel, limit, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on COMPANY. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds its employees hold all licenses, franchises, permits and other authorizations (governmental or otherwise) the absence of any of which could have a Material Adverse Effect on COMPANY's business, including, without limitation, all licenses, franchises, rights and authorizations from Brunswick Corporation and Ray Industries, Inc., necessary or beneficial for the business of COMPANY. COMPANY has delivered to MARINEMAX an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of copyrights owned or held by COMPANY or any of which would have its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.13). To the best knowledge and belief of the COMPANYCOMPANY and STOCKHOLDERS after due inquiry, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any entity, governmental authority or otherwise, intends to cancel, limit, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on COMPANY. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.this

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds (i) ASH and/or its employees hold all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on ASH's business and Schedule 5.12 to the ASH Disclosure Letter includes an accurate list and summary description of all such licenses, franchises, permits and other governmental authorizations, including permitspermits (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13 to the ASH Disclosure Letter), titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, franchises and certificates, as well as (a) registered or unregistered trademarks, trade names, patents, patent applications and copyrightsinventions and discoveries that may be patentable, the absence of (b) copyrights owned or held by ASH or any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list its employees (including interests in software or other technology systems, programs and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registeredintellectual property). To the knowledge Knowledge of ASH and the COMPANYShareholders, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 to the ASH Disclosure Letter are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries ASH has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) ASH has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 of the ASH Disclosure letter and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on ASH. Except as specifically provided in Schedule 5.125.12 to the ASH Disclosure Letter, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) ASH by, any such licenses, franchises, permits or government authorizations. (ii) The patents, the marks and copyrights, as well as the know how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans and drawings owned, used or licensed by ASH (collectively, the "Trade Secrets") are all those necessary to enable ASH to conduct and to continue to conduct its business as it is currently conducted. Schedule 5.12 of the ASH Disclosure Letter also contains a description of all material Trade Secrets owned or used by ASH. Except as set forth on Schedule 5.12 to the ASH Disclosure Letter (a) all of the patents, marks, copyrights and Trade Secrets (collectively, the "Intellectual Property") are owned, or used under valid licenses, by ASH, and, are free and clear of all liens and other adverse claims; (b) to the Knowledge of ASH and the Shareholders, ASH has not infringed on or misappropriated, is not now infringing on or misappropriating, and has not received any notice that it is infringing on, misappropriating, or otherwise conflicting with the intellectual property rights of any third parties; (c) there is no claim pending or, to the Knowledge of ASH and the Shareholders, threatened against ASH with respect to the alleged infringement or misappropriation by ASH or a conflict with, any intellectual property rights of others; (d) to the Knowledge of ASH and the Shareholders, the operation of any aspect of the business in the manner in which it has heretofore been operated or is presently operated does not give rise to any such infringement or misappropriation; and (e) to the Knowledge of ASH and the Shareholders, there is no infringement or misappropriation of the Intellectual Property by a third party or claim, pending or threatened, against any third party with respect to the alleged infringement or misappropriation of the Intellectual Property by such third party.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's ----------------------- Subsidiaries holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which which, either singly or in the aggregate, would have a Material Adverse Effect. The COMPANY has delivered to URSI Schedule 5.12 is an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizationsauthorizations held by COMPANY, provided that that, with respect to copyrights, Schedule 5.12 may include only those copyrights need not be listed unless which are registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where all such non-compliance or violation compliances and violations in the aggregate would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations, either singly or in the aggregate.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Company holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material Adverse Effect. The COMPANY Effect on its business, and Company has delivered to URSI Parent an accurate list and summary description (which is set forth on Schedule 5.126.12) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by Company (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 6.13). To the knowledge of the COMPANYCompany, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 Schedules 6.12 and 6.13 are validvalid in all material respects, and neither the COMPANY nor any of the COMPANY's Subsidiaries Company has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Company has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 6.12 and 6.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on Company. Except as specifically provided in Schedule 5.126.12, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) Company by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization, including those listed on Schedule 6.13.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds its employees hold all licenses, franchises, permits and other authorizations (governmental or otherwise) the absence of any of which could have a Material Adverse Effect on COMPANY's business, including, without limitation, all licenses, franchises, rights and authorizations from Brunswick Corporation and Ray Industries, Inc., necessary or beneficial for the business of COMPANY. COMPANY has delivered to MARINEMAX an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of copyrights owned or held by COMPANY or any of which would have its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effectlist of all environmental permits and other environmental approvals is set forth on Schedule 5.13). The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any entity, governmental authority or otherwise, intends to cancel, limit, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on COMPANY. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Company holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material Adverse Effect. The COMPANY Effect on its business, and the Company has delivered to URSI Parent an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the Company (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). To the knowledge Knowledge of the COMPANYCompany, the licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are validvalid in all material respects, and neither the COMPANY nor any of the COMPANY's Subsidiaries Company has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Company has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the Company. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) Company by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, ----------------------- permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which which, either singly or in the aggregate, would have a Material Adverse Effect. The COMPANY has delivered to URSI Schedule 5.12 is an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that that, with respect to copyrights, Schedule 5.12 may include only those copyrights need not be listed unless which are registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where all such non-compliance or violation compliances and violations in the aggregate would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations., either singly or in the aggregate. 5.13

PERMITS AND INTANGIBLES. (a) The COMPANY and each Company has delivered to VESTCOM an accurate list set forth on Schedule 5.12(a), of the COMPANY's Subsidiaries holds all material licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits certificates and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of related licenses owned or held by the COMPANY, the copies of which have been provided to VESTCOM, if requested. The licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 5.12(a) are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including holds all licenses, franchises, permits and other government authorizations, the COMPANY's Subsidiaries) absence of which would have a Material Adverse Effect. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria standards and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing foregoing, except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.125.12(a), the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations. (b) All of the patents, patent registrations, patent applications, trademarks, service marks, trademark and service mark ▇▇▇istrations and applications therefor, copyrights, copyright registrations, copyright applications, trade names and corporate names used in or necessary to the operation of the COMPANY'S business or otherwise utilized by the COMPANY (the "Intellectual Property") are listed in Schedule 5.12(b). Except as disclosed in Schedule 5.12(b), (i) the (c) To the knowledge of the COMPANY, no claim by any third party contesting the validity, enforceability, use or ownership of any Proprietary Right has been made, is currently pending or, to the COMPANY'S knowledge, is threatened. The COMPANY has not received any notice of, nor is it aware of any fact which indicates a likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to any of the Proprietary Rights. The COMPANY has not, to its knowledge, infringed, misappropriated or otherwise conflicted with any rights of any third parties, nor is the COMPANY aware of any infringement, misappropriation or conflict which will occur as a result of the continued operation of the businesses of the COMPANY as now conducted.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, ----------------------- permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which which, either singly or in the aggregate, would have a Material Adverse Effect. The COMPANY has delivered to URSI Schedule 5.12 is an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that that, with respect to copyrights, Schedule 5.12 may include only those copyrights need not be listed unless which are registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing such permits, licenses, orders, approvals, variances, rules and regulations except where all such non-compliance or violation non- compliances and violations in the aggregate would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation ofof (except to the extent such would not have a Material Adverse Effect, either individually or in the aggregate), or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations, either singly or in the aggregate.

PERMITS AND INTANGIBLES. (a) The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, permits and other governmental authorizations including permitsthat are necessary for the operation of the business of the COMPANY as now conducted, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI VPI an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided including permits, titles, licenses, franchises and certificates held by the COMPANY (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANY, the The licenses, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing foregoing, except where for inadvertent, immaterial noncompliance with such non-compliance or violation would not have requirements, standards, criteria and conditions (provided that any such noncompliance shall be deemed a Material Adverse Effectbreach of this Section 5.12 for purposes of Section 11 hereof). Except as specifically provided in on Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations. (b) Except as provided on Schedule 5.12, the COMPANY is the exclusive owner of all right, title and interest in and to all Intellectual Property rights that are in any material respect used or proposed to be used in the business of the COMPANY as now conducted, or is licensed to use such Intellectual Property, and has delivered to VPI an accurate list and summary description of all such Intellectual Property owned or licensed by the COMPANY (which is set forth on Schedule 5.12). (c) Schedule 5.12 sets forth as of the date hereof all Intellectual Property owned by the COMPANY. All issued patents, registered trademarks, trade names, service marks and copyright registrations listed in Schedule 5.12 are valid, enforceable and subsisting. To the knowledge of the COMPANY, as of the date hereof, there has not been and there is not any material unauthorized use, infringement or misappropriation of any of the Intellectual Property owned by the COMPANY by any third party, employee or former employee of the COMPANY. The COMPANY has the exclusive right to file, prosecute and maintain all applications and registrations with respect to the Intellectual Property owned by the COMPANY. (d) Schedule 5.12 sets forth as of the date hereof a list of all licenses and other agreements with third parties under which the COMPANY has been granted rights to the use, reproduction, distribution, manufacture, and sale or licensing of items embodying the Intellectual Property rights of such third parties. (e) Schedule 5.12 sets forth as of the date hereof a list of all licenses and agreements under which the COMPANY has granted rights under Intellectual Property to third parties. All such rights granted have been and are nonexclusive. (f) As of the date hereof, no claims with respect to the Intellectual Property rights owned or licensed by the COMPANY have been asserted against the COMPANY or, to the knowledge of the COMPANY are threatened by any Person against the COMPANY, nor does the COMPANY know of any valid grounds for any bona fide claims against the use by the COMPANY of any Intellectual Property owned or licensed by the COMPANY. (g) No Intellectual Property owned or licensed by the COMPANY is subject to any court order restricting in any manner the use or licensing thereof by the COMPANY. The COMPANY has not entered into any agreement granting any third party the right to bring infringement actions with respect to, or otherwise to enforce rights with respect to, any Intellectual Property rights owned by the COMPANY. (h) Each of the computer programs and databases and their associated system and user documentation (collectively, the "Software Products") owned by the COMPANY, licensed to any third party and set forth on Schedule 5.12 hereto conforms in all material respects to the functional and operational specifications set forth in the respective user manuals and other documentation for such Software Products. The COMPANY owns and has possession of all such technical documentation (including the source code, system documentation, statements of principles of operation and schematics) for each of the Software Products as may be necessary and sufficient for the continued effective use, further development and maintenance of the same.

PERMITS AND INTANGIBLES. The COMPANY and each its employees (for the benefit of the COMPANY's Subsidiaries holds ) hold all licenses, registrations, franchises, permits and other governmental -13- authorizations the absence of any of which could have a Material Adverse Effect on the COMPANY. The COMPANY and its employees (for the benefit of the COMPANY) are licensed or registered as professional employer organizations and/or as control persons thereof, as appropriate, in each jurisdiction in which their activities require such licensing or registration, except where failure to be so licensed or registered could not have a Material Adverse Effect on the COMPANY. The COMPANY has delivered to PARENT an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, registrations, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, registrations, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, copyrights owned or held by the absence of COMPANY or any of which would have its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, registrations, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersregistrations, approvalsfranchises, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the COMPANY. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, registrations, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. (a) The COMPANY and each Company has delivered to VESTCOM an accurate list set forth on Schedule 5.12(a), of the COMPANY's Subsidiaries holds all material licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits certificates and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of related licenses owned or held by the COMPANY, the copies of which have been provided to VESTCOM, if requested. The licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 5.12(a) are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including holds all licenses, franchises, permits and other government authorizations, the COMPANY's Subsidiaries) absence of which would have a Material Adverse Effect. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any criteria (b) All of the foregoing except where such non-compliance patents, patent registrations, patent applications, trademarks, service marks, trademark and service mark ▇▇▇istrations and applications therefor, copyrights, copyright registrations, copyright applications, trade names and corporate names used in or violation would not have a Material Adverse Effectnecessary to the operation of the COMPANY'S business or otherwise utilized by the COMPANY (the "Intellectual Property") are listed in Schedule 5.12(b). Except as specifically provided disclosed in Schedule 5.125.12(b), (i) the COMPANY owns or is authorized to utilize all right, title and interest in the Intellectual Property, including any and all permits, licenses or other agreements to or from third parties regarding the Intellectual Property, and (ii) except for commercial software packages generally available to the public, the COMPANY owns or is authorized to utilize all right, title and interest in the technology, inventions, computer software and programs, data and documentation (including electronic media), product drawings, trade secrets, know-how, customer lists, processes, other intellectual property and proprietary information or rights used in or necessary to the operation of the COMPANY'S business or otherwise utilized by the COMPANY and permits, licenses or other agreements to or from third parties regarding the foregoing (collectively with the Intellectual Property, the "Proprietary Rights"). The transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a no Material Adverse Effect upon on the rights COMPANY'S right, title and benefits afforded interest in the Proprietary Rights. (c) To the knowledge of the COMPANY, no claim by any third party contesting the validity, enforceability, use or ownership of any Proprietary Right has been made, is currently pending or, to the COMPANY'S knowledge, is threatened. The COMPANY (including the COMPANY's Subsidiaries) has not received any notice of, nor is it aware of any fact which indicates a likelihood of, any infringement or misappropriation by, or conflict with, any such licenses, franchises, permits or government authorizations.third party with respect to any of the Proprietary

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Company holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material Adverse Effect. The COMPANY Effect on its business, and Company has delivered to URSI Parent an accurate list and summary description (which is set forth on Schedule 5.126.10) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by Company (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 6.11). To the knowledge of the COMPANYCompany, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 Schedules 6.10 and 6.11 are validvalid in all respects, and neither the COMPANY nor any of the COMPANY's Subsidiaries Company has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 6.10 and 6.11 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on Company. Except as specifically provided in Schedule 5.126.10, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to Company (and to the COMPANY (including Surviving Corporation after the COMPANY's SubsidiariesEffective Time of the Merger) by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization.

PERMITS AND INTANGIBLES. (a) The COMPANY and each Company has delivered to VESTCOM an accurate list set forth on Schedule 5.12(a), of the COMPANY's Subsidiaries holds all material licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits certificates and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of related licenses owned or held by the COMPANY, the copies of which have been provided to VESTCOM, if requested. The licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 5.12(a) are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including holds all licenses, franchises, permits and other government authorizations, the COMPANY's Subsidiaries) absence of which would have a Material Adverse Effect. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria standards and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing foregoing, except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.125.12(a), the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations. (b) All of the patents, patent registrations, patent applications, trademarks, service marks, trademark and service mark ▇▇▇istrations and applications therefor, copyrights, copyright registrations, copyright applications, trade names and corporate names used in or necessary to the operation of the COMPANY'S business or otherwise utilized by the COMPANY (the "Intellectual Property") are listed in Schedule 5.12(b). Except as disclosed in Schedule 5.12(b), (i) the COMPANY owns or is authorized to utilize all right, title and interest in the Intellectual Property, including any and all permits, licenses or other agreements to or from third parties regarding the Intellectual Property, and (ii) except for commercial software packages generally available to the public, the COMPANY owns or is authorized to utilize all right, title and interest in the technology, inventions, computer software and programs, data and documentation (including (c) To the knowledge of the COMPANY, no claim by any third party contesting the validity, enforceability, use or ownership of any Proprietary Right has been made, is currently pending or, to the COMPANY'S knowledge, is threatened. The COMPANY has not received any notice of, nor is it aware of any fact which indicates a likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to any of the Proprietary Rights. The COMPANY has not, to its knowledge, infringed, misappropriated or otherwise conflicted with any rights of any third parties, nor is the COMPANY aware of any infringement, misappropriation or conflict which will occur as a result of the continued operation of the businesses of the COMPANY as now conducted.

PERMITS AND INTANGIBLES. (a) The COMPANY and each Company has delivered to VESTCOM an accurate list set forth on Schedule 5.12(a), of the COMPANY's Subsidiaries holds all material licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits certificates and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of related licenses owned or held by the COMPANY, the copies of which have been provided to VESTCOM, if requested. The licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 5.12(a) are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including holds all licenses, franchises, permits and other government authorizations, the COMPANY's Subsidiaries) absence of which would have a Material Adverse Effect. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria standards and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing foregoing, except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.125.12(a), the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations. (b) All of the patents, patent registrations, patent applications, trademarks, service marks, trademark and service mark ▇▇▇istrations and applications therefor, copyrights, copyright registrations, copyright applications, trade names and corporate names used in or necessary to the operation of the COMPANY'S business or otherwise utilized by the COMPANY (the "Intellectual Property") are listed in Schedule 5.12(b). Except as disclosed in Schedule 5.12(b), (i) the COMPANY owns or is authorized to utilize all right, title and interest in the Intellectual Property, including any and all permits, licenses or other agreements to or from third parties regarding the Intellectual Property, and (ii) except for commercial software packages generally available to the (c) To the knowledge of the COMPANY, no claim by any third party contesting the validity, enforceability, use or ownership of any Proprietary Right has been made, is currently pending or, to the COMPANY'S knowledge, is threatened. The COMPANY has not received any notice of, nor is it aware of any fact which indicates a likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to any of the Proprietary Rights. The COMPANY has not, to its knowledge, infringed, misappropriated or otherwise conflicted with any rights of any third parties, nor is the COMPANY aware of any infringement, misappropriation or conflict which will occur as a result of the continued operation of the businesses of the COMPANY as now conducted.

PERMITS AND INTANGIBLES. The COMPANY COMPANIES and each their employees (for the benefit of the a COMPANY's Subsidiaries holds ) hold all licenses, registrations, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on the COMPANIES. Each COMPANY and its employees (for the benefit of a COMPANY) are licensed or registered as professional employer organizations and/or as control persons thereof, as appropriate, in each jurisdiction in which their activities require such licensing or registration, except where failure to be so licensed or registered could not have a Material Adverse Effect on the COMPANIES. The COMPANIES have delivered to PARENT an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, registrations, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, registrations, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, copyrights owned or held by the absence of COMPANIES or any of which would have their employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, environmental permits and other governmental authorizations, provided that copyrights need not be listed unless registeredenvironmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANYCOMPANIES, the licenses, registrations, franchises, permits and other governmental authorizations listed on Schedule Schedules 5.12 and 5.13 are valid, and neither the no COMPANY nor any of the COMPANY's Subsidiaries has received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has COMPANIES have conducted and is are conducting its their business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersregistrations, approvalsfranchises, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and is 5.13 and are not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the COMPANIES. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) COMPANIES by, any such licenses, registrations, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Company holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material Adverse Effect. The COMPANY Effect on its business, and Company has delivered to URSI Parent an accurate list and summary description (which is set forth on Schedule 5.126.12) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by Company (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 6.13). To the knowledge of the COMPANYCompany, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 Schedules 6.12 and 6.13 are validvalid in all material respects, and neither the COMPANY nor any of the COMPANY's Subsidiaries Company has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Company has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 6.12 and 6.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on Company. Except as specifically provided in Schedule 5.126.12, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) Company by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization.

PERMITS AND INTANGIBLES. The COMPANY and each of the COMPANY's Subsidiaries Seller holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would could have a Material Adverse Effect. The COMPANY Effect on its business, and Seller has delivered to URSI Purchaser an accurate list and summary description (which is set forth on Schedule 5.124.11) of all such licenses, franchises, permits and other governmental authorizations, provided including titles, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by Seller (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that copyrights need not be listed unless registereda list of all environmental permits and other environmental approvals is set forth on Schedule 4.12). To the knowledge of the COMPANYSeller, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 Schedules 4.11 and 4.12 are validvalid in all material respects, and neither the COMPANY nor any of the COMPANY's Subsidiaries Seller has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) Seller has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 4.11 and 4.12 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on Seller. Except as specifically provided in Schedule 5.124.11, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or have a Material Adverse Effect upon materially adversely affect the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) Seller by, any such licenseslicense, franchisesfranchise, permits permit or government authorizationsauthorization.