Common use of Possession of Intellectual Property Clause in Contracts

Possession of Intellectual Property. The Company and the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Underwritten Securities as described in the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Underwritten Securities as described in the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries and Joint Ventures own or possess, license, or have other rights to use or can acquire on reasonable terms, adequate terms rights with respect to patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems systems, or procedures, whether or not patentable), trademarks, service marks, trade names or and other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure so to own or own, possess or otherwise be able license or have other rights to use or acquire such rights in a timely manner would not otherwise reasonably be expected expected, singly or in the aggregate, to result in a Material Adverse Effect, and neither . Neither the Company nor any of the Subsidiaries its subsidiaries or Joint Ventures has received any notice of of, or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property owned, possessed or licensed by the Company or any of its subsidiaries or Joint Ventures invalid or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries or Joint Ventures therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Underwritten Securities as described in the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Except as disclosed in the Offering Memorandum, (A) the Company and the Subsidiaries its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") necessary to carry on the business now operated by them them, except that the Company and its subsidiaries may fail to so own, possess or proposed have the ability to be operated by them immediately following the offering of the Securities as described acquire on reasonable terms any Intellectual Property if such failure would not result, singly or in the General Disclosure Package and the Prospectusaggregate, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effect, and (B) neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. (i) The Company and the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Underwritten Securities as described in the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effect, and neither . (ii) Neither the Company nor any of the Subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company Company, its Subsidiaries and the Subsidiaries Operating Partnership own or possess, have the right to use or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package Company, its Subsidiaries and the ProspectusOperating Partnership, respectively, except where the failure to own have such ownership or possess possession would not, singly or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to the aggregate, result in a Material Adverse Effect. Unless otherwise disclosed in the Prospectus, and neither the Company nor any none of the Company, its Subsidiaries or the Operating Partnership has received any notice of or is otherwise aware of any infringement of of, or conflict with with, asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of Company, its Subsidiaries and/or the Subsidiaries thereinOperating Partnership, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names names, domain names, universal resource locators, or other intellectual property (collectively, “Intellectual Property”) necessary to carry on presently employed by it in connection with the business now operated by them it or proposed reasonably necessary in order to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectusconduct such business, except where the failure to own or own, possess or otherwise be able to acquire any such rights Intellectual Property would not, individually or in a timely manner would not otherwise the aggregate, reasonably be expected to result in have a Material Adverse Effect, and ; neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of or is otherwise aware of of, or is engaged in any proceedings relating to, any infringement by any of them of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property owned, possessed or used by the Company or any of its subsidiaries invalid or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacyinadequacy would, singly individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names names, domain names, universal resource locators, or other intellectual property (collectively, “Intellectual Property”) necessary to carry on presently employed by it in connection with the business now operated by them it or proposed reasonably necessary in order to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectusconduct such business, except where the failure to own or own, possess or otherwise be able to acquire any such rights in a timely manner Intellectual Property would not otherwise reasonably be expected to result in have a Material Adverse Effect, and ; neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of or is otherwise aware of of, or is engaged in any proceedings relating to, any infringement by any of them of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property owned, possessed or used by the Company or any of its subsidiaries invalid or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacyinadequacy would, singly individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries each of its subsidiaries own or possess, possess adequate rights to use or can acquire on reasonable termsterms ownership or rights to use all material patents, adequate patentspatent applications, patent rights, licenses, inventionstrademarks, service marks, trade names, trademark registrations, service ▇▇▇▇ registrations, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary property or confidential information, systems or procedures), trademarks, service marks, trade names procedures and excluding generally commercially available “off the shelf” software programs licensed pursuant to shrink wrap or other intellectual property “click and accept” licenses) and licenses (collectively, “Intellectual Property”) necessary to carry on for the conduct of their business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectuscurrently conducted, except where the failure to own or possess or otherwise be able to acquire such rights would not, individually or in a timely manner would not otherwise reasonably be expected to the aggregate, result in a Material Adverse Effect, and neither have no reason to believe that the Company nor any conduct of the Subsidiaries has their respective businesses will conflict with, and have not received any notice of or is otherwise aware any claim of any infringement of or conflict with asserted with, any such rights of others with respect to any Intellectual Property or of any facts or circumstances which that would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries and its subsidiaries therein, and which except where such infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus and except as would not reasonably be expected to result in a Material Adverse Effect, the Company and the its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or proceduresprocedures and excluding generally commercially available “off the shelf” software programs licensed pursuant to shrink wrap or “click and accept” licenses), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effect, and neither . Neither the Company nor any of the its Subsidiaries has received any written notice of or is otherwise aware of any infringement of or conflict with asserted any Intellectual Property rights of others with respect to by the Company or any Intellectual Property of its Subsidiaries or of any facts or circumstances which that would render any Intellectual Property owned by the Company or any of its Subsidiaries invalid or inadequate to protect the interest of the Company or any of the its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own or possess, or believe they can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”"INTELLECTUAL PROPERTY") necessary to carry on the their business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectus, presently conducted (except where as the failure to own or own, possess or otherwise be able to acquire such rights in a timely manner would Intellectual Property could not otherwise reasonably be expected to result in have a Material Adverse Effect), and and, except as disclosed in the Prospectuses, neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries therein, except for such infringements, conflicts, invalidities and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would inadequacies that could not reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and the Subsidiaries own or possess, its respective subsidiaries possess or can acquire on commercially reasonable termsterms sufficient rights to use all trademarks, adequate service marks, trade names, domain names, patents, patent rightscopyrights, licenses, inventions, copyrightsapprovals, know-how (including trade secrets and other unpatented and/or unpatentable patentable proprietary or confidential information, systems information system or procedures), trademarks, service marks, trade names or ) and other similar intellectual property or proprietary rights (including all registrations and applications for registration of, and all good will associated with, the foregoing) (collectively, “Intellectual PropertyProperty Rights”) necessary to carry on the business now operated by them or conduct their businesses as presently conducted and as proposed to be operated by them immediately following the offering of the Securities conducted as described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner . Except as would not otherwise individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, and neither the conduct of the business of the Company nor and its subsidiaries has not conflicted with, infringed, misappropriated or otherwise violated any Intellectual Property Rights of the Subsidiaries has any third party in any material respect. The Company and its subsidiaries have not received any notice of infringement, misappropriation or is otherwise aware of any infringement of other violation of, or conflict with asserted rights of others with respect to with, any Intellectual Property or Rights of any facts third party, or circumstances which would render any notice challenging the ownership, validity, enforceability, or scope of any Intellectual Property invalid or inadequate to protect the interest of Rights owned by the Company or any of the Subsidiaries thereinits respective subsidiaries, and which infringement or conflict (in each case, if the subject of any an unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries Partnership Entities own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectusthem, except where to the extent that the failure to own or own, possess or otherwise be able to acquire such have other rights in a timely manner such Intellectual Property would not otherwise not, singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, and neither the Company nor any none of the Subsidiaries Partnership Entities has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries Partnership Entities therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The To the Company’s knowledge, the Company and the Subsidiaries its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following them, except as disclosed in the offering of the Securities as described in Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to own Prospectus or possess or otherwise be able to acquire such rights in a timely manner as would not otherwise reasonably be expected to result in a Material Adverse Effect. Other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted Intellectual Property rights of others with respect to any Intellectual Property or of any facts or circumstances which would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or proceduresprocedures and excluding generally commercially available “off the shelf” software programs licensed pursuant to shrink wrap or “click and accept” licenses), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectusthem, and, except where for claims disclosed to the failure Underwriters with respect to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effectthe names “BNC” and “BNC Bancorp” filed by BNC National Bank, and Bismarck, North Dakota, neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of or is otherwise aware has knowledge of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. (A) The Company and the Subsidiaries its subsidiaries own or possess, or can acquire on reasonable terms, adequate have the right to use all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) that are used in or necessary to carry on the business now operated by them (the “Company Intellectual Property”), except for the lack of which, singly or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectusaggregate, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise be reasonably be expected to result in have a Material Adverse Effect, (B) the Intellectual Property owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries are valid, subsisting and enforceable, and there is no pending, or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any Company Intellectual Property and (C) neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of or is otherwise aware of any infringement of infringement, misappropriation or violation of, or conflict with with, asserted rights of others with respect to any Company Intellectual Property or of any facts or circumstances which would render any Company Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the its Subsidiaries own or possess, or can possess adequate rights to acquire on reasonable terms, adequate all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the Registration Statement, General Disclosure Package and the Prospectus, except where the failure to own own, possess, employ, or possess or otherwise be able to acquire such rights Intellectual Property rights, singly or in a timely manner the aggregate, would not otherwise reasonably be expected to result in have a Material Adverse Effect, and neither the Company nor any of the its Subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to would, singly or in the aggregate, result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own or possess, possess or can acquire have the right to use on reasonable terms, adequate terms all patents, patent rights, patent applications, licenses, inventions, copyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names or and other intellectual property (collectively, “Intellectual Property”) used in or reasonably necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities their respective businesses as described in the Preliminary Offering Memorandum, the General Disclosure Package and the ProspectusOffering Memorandum and as conducted or proposed to be conducted, except where the failure to own or possess or otherwise be able have the right to acquire such rights in a timely manner use would not otherwise reasonably be expected to result in a Material Adverse Effect, ; and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest interests of the Company or any of the Subsidiaries its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and its subsidiaries (other than AWB and its subsidiaries) and, to the Subsidiaries Company’s knowledge, AWB and its subsidiaries, own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities except, in each case, as described in the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in have a Material Adverse Effect, Effect and neither the Company nor any of its subsidiaries (other than AWB and its subsidiaries) nor, to the Subsidiaries Company’s knowledge, AWB or any of its subsidiaries, has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries (other than AWB and its subsidiaries) or, to the Subsidiaries Company’s knowledge, AWB or any of its subsidiaries, therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the each of its Subsidiaries own or possess, possess adequate rights to use or can acquire on reasonable termsterms ownership or rights to use all patents, adequate patentspatent applications, patent rights, licenses, inventionstrademarks, copyrightsservice marks, trade names, trademark registrations, service mark registrations, copyrights and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names procedures and excluding generally commercially available “off the shelf” software programs licensed pursuant to shrink wrap or other intellectual property “click and accept” licenses) and licenses (collectively, “Intellectual Property”) necessary to carry on for the business now operated by them or proposed to be operated by them immediately following the offering conduct of the Securities as described in the General Disclosure Package and the Prospectustheir respective businesses, except in each case where the failure to own or possess or otherwise be able to acquire such rights would not, individually or in a timely manner would not otherwise the aggregate, reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has have not received any notice of or is otherwise aware any claim of any infringement of or conflict with asserted with, any such rights of others with respect to any Intellectual Property or of any facts or circumstances which that would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the its Subsidiaries therein, and which except in each case where such infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or proceduresprocedures and excluding generally commercially available “off the shelf” software programs licensed pursuant to shrink wrap or “click and accept” licenses), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectusthem, and, except where for claims disclosed to the failure Underwriter with respect to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effectthe names “BNC” and “BNC Bancorp” filed by BNC National Bank, and Bismarck, North Dakota, neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of or is otherwise aware has knowledge of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Except as disclosed in the Registration Statement, (A) the Company and the Subsidiaries its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") necessary to carry on the business now operated by them except that the Company and its subsidiaries may fail to so own, possess or proposed have the ability to be operated by them immediately following the offering of the Securities as described acquire on reasonable terms any Intellectual Property if such failure would not result, singly or in the General Disclosure Package and the Prospectusaggregate, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effect, and (B) neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company Issuers and the Subsidiaries own own, possess or possesslicense, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effectthem, and neither the Company Issuer nor any of the Subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property (including Intellectual Property which is licensed) or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company Issuers or any of the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.. All of the agreements pursuant to which the Company, Finance Corp. or any of its Subsidiaries license Intellectual Property from third parties (the "License Agreements") have been duly authorized, executed and delivered by the Company, Finance Corp. or such Subsidiary and (assuming due authorization, execution and delivery by the other parties thereto) constitute valid and binding agreements of the Company, Finance Corp. or such Subsidiary, enforceable against the Company, Finance Corp. or such Subsidiary in

Possession of Intellectual Property. (i) The Company and the Subsidiaries its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names names, domain names, universal resource locators, or other intellectual property (collectively, “Intellectual Property”) necessary to carry on presently employed by it in connection with the business now operated by them it or proposed reasonably necessary in order to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectusconduct such business, except where the failure to own or own, possess or otherwise be able to acquire any such rights in a timely manner Intellectual Property would not otherwise reasonably be expected to result in have a Material Adverse Effect, and neither . (ii) Neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of or is otherwise aware of of, or is engaged in any proceedings relating to, any infringement by any of them of, or conflict with with, asserted rights of others with respect to any Intellectual Property Property, or of any facts or circumstances which would render any Intellectual Property owned, possessed or used by the Company or any of its subsidiaries invalid or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacyinadequacy would, singly individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries and Joint Ventures own or possess, license, or have other rights to use or can acquire on reasonable terms, adequate terms rights with respect to patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems systems, or procedures, whether or not patentable), trademarks, service marks, trade names or and other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the Registration Statements, the General Disclosure Package and the Prospectus, except where the failure so to own or own, possess or otherwise be able license or have other rights to use or acquire such rights in a timely manner would not otherwise reasonably be expected expected, singly or in the aggregate, to result in a Material Adverse Effect, and neither . Neither the Company nor any of the Subsidiaries its subsidiaries or Joint Ventures has received any notice of of, or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property owned, possessed or licensed by the Company or any of its subsidiaries or Joint Ventures invalid or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries or Joint Ventures therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering consummation of the Securities Rights Offering as described in the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The (i) Except as would not reasonably be expected to have a Material Adverse Effect, the Company and the Subsidiaries its subsidiaries, own or possess, or can acquire on reasonable terms, adequate have the right to use all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures)applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) necessary to carry on used in the business now operated by them conduct of their respective businesses as currently conducted or proposed as contemplated to be operated by them immediately following conducted in the offering of the Securities as described in Registration Statement, the General Disclosure Package and or the Prospectus; (ii) to the Company’s and its subsidiaries’ conduct of their respective businesses in the ordinary course does not infringe, except where the failure to own or possess misappropriate or otherwise be able to acquire violate any Intellectual Property of any person except for such rights in a timely manner infringements, misappropriations, or other violations that would not otherwise reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect, and neither ; (iii) the Company nor any of the Subsidiaries has and its subsidiaries have not received any written notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect claim relating to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate that, if determined adversely to protect the interest of the Company or any of the Subsidiaries thereinits subsidiaries, and which infringement or conflict (if the subject of any unfavorable decisionwould, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person, except for such infringement, misappropriation or violation as would not reasonably be expected to have a Material Adverse Effect.

Possession of Intellectual Property. The Company Each of the Transaction Entities, the Predecessor Entities and the Subsidiaries their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effectthem, and neither of the Company Transaction Entities, nor any Predecessor Entity nor any of the Subsidiaries their respective subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company Transaction Entities, any Predecessor Entity or any of the Subsidiaries their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effectthem, and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. To the Company’s knowledge, there are no third parties who have ownership rights to any Intellectual Property acquired by the Company to date, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the General Disclosure Package and the Prospectus as licensed to the Company or one or more of its subsidiaries. To the Company’s knowledge, (a) the Company and its subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and (b) all such agreements are in full force and effect.

Possession of Intellectual Property. The Company and Except for such exceptions that would not reasonably be expected to result in a Material Adverse Effect, (i) the Subsidiaries Partnership Entities and, with respect to the Asphalt Business, the Parent Seller Entities own or possess, or can acquire or use on reasonable terms, and following the consummation of the Transactions and on the Closing Date and each settlement date, the Partnership Entities will continue to own or possess, or will be able to acquire or use on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary to carry on the Crude Oil Business and the Asphalt Business as presently conducted or as proposed to be conducted following the consummation of the Transactions as described in the Disclosure Package and the Prospectus (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effect), and neither (ii) the Company nor any of Partnership Entities and, with respect to the Subsidiaries has Asphalt Business, the Parent Seller Entities have not received any notice of or is and are not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which that would render any Intellectual Property invalid or inadequate to protect the interest of the Company Parent Seller Entities or any of the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse EffectPartnership Entities.

Possession of Intellectual Property. The Company and the Subsidiaries own owns or possesspossesses, or can acquire on reasonable terms, adequate and sufficient patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed it in all material respects, and to be operated by them immediately following the offering knowledge of the Securities Company, the conduct of its business as described in the General Disclosure Package and the Prospectus will not conflict in any material respect with any Intellectual Property rights of others. Except as described in the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has not received any written notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would, or would reasonably be expected to, be material to result the Company. Except as described in a Material Adverse Effectthe Registration Statement, the General Disclosure Package and the Prospectus, there is no pending, or to the Company’s knowledge, threatened action, suit, proceeding or claim by others relating to the Intellectual Property that, individually or in the aggregate, would, or would reasonably be expected to, be material to the Company.

Possession of Intellectual Property. The Company Except as disclosed in the General Disclosure Package and the Subsidiaries own or possessFinal Prospectus, the Company owns, possesses, licenses or can license or acquire on reasonable terms, adequate rights to use patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable inventions, proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or and other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them it, except where the failure to own, possess, license or proposed acquire on reasonable terms any such Intellectual Property would not, singly or in the aggregate, reasonably be expected to be operated by them immediately following the offering of the Securities have a Material Adverse Effect. Except as described disclosed in the General Disclosure Package and the Final Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would Company has not received any written notice and is not otherwise reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has received any notice of or is otherwise currently aware of any infringement of of, or conflict with with, asserted Intellectual Property rights of others with respect to any Intellectual Property third party, or of any facts or circumstances which would render any Intellectual Property owned by the Company invalid or inadequate to protect the interest interests of the Company or any of the Subsidiaries therein, and which in each case where such infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or proceduresprocedures and excluding generally commercially available “off the shelf” software programs licensed pursuant to shrink wrap or “click and accept” licenses), systems, technology, trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectusthem, except where the failure to own or possess such Intellectual Property would not, singly or otherwise be able to acquire such rights in a timely manner would not otherwise the aggregate, reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any of the its Subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the its Subsidiaries therein, and which except where such infringement or conflict (if the subject of any an unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to not result in a Material Adverse Effect.

Possession of Intellectual Property. (i) The Company Guarantor and the Subsidiaries its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names names, domain names, universal resource locators, or other intellectual property (collectively, “Intellectual Property”) necessary to carry on presently employed by it in connection with the business now operated by them it or proposed reasonably necessary in order to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectusconduct such business, except where the failure to own or own, possess or otherwise be able to acquire any such rights in a timely manner Intellectual Property would not otherwise reasonably be expected to result in have a Material Adverse Effect, and neither . (ii) Neither the Company Guarantor nor any of the Subsidiaries its subsidiaries has received any notice of or is otherwise aware of of, or is engaged in any proceedings relating to, any infringement by any of them of, or conflict with with, asserted rights of others with respect to any Intellectual Property Property, or of any facts or circumstances which would render any Intellectual Property owned, possessed or used by the Guarantor or any of its subsidiaries invalid or inadequate to protect the interest of the Company Guarantor or any of the Subsidiaries its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacyinadequacy would, singly individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Company and the Subsidiaries its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectus, except where the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in a Material Adverse Effectthem, and neither the Company nor any of the Subsidiaries its subsidiaries has received any notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. The statements in or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus, in each case under the caption “Business – Other Business Information Relevant to All of our Business Segments – Patents, Trademarks and Other Intellectual Property,” insofar as such statements constitute a summary of matters of law, documents referred to therein or legal conclusions, are accurate in all material respects, and fairly summarize the matters described therein in all material respects.

Possession of Intellectual Property. The Company and the Subsidiaries own or possesshave, or can acquire on reasonable termshave rights to use, adequate all patents, patent rightsapplications, licensestrademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, know-how (including trade secrets licenses and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) rights and similar rights necessary to carry on the business now operated by them or proposed to be operated by them immediately following the offering of the Securities required for use in connection with their respective businesses as described in the General Disclosure Package Registration Statement and the Prospectus, except where Prospectus and which the failure to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result in do so could have a Material Adverse EffectEffect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned. Neither the Company nor any Subsidiary has received, since the date of the Subsidiaries has received any latest audited financial statements included within the Prospectus, a written notice of a claim or is otherwise aware has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any infringement person. To the knowledge of or conflict with asserted rights of others with respect to any the Company, all such Intellectual Property or Rights are enforceable and there is no existing infringement by another person of any facts or circumstances which would render any of the Intellectual Property invalid or inadequate Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the interest secrecy, confidentiality and value of the Company or any all of the Subsidiaries thereintheir intellectual properties, and which infringement or conflict (if the subject of any unfavorable decisionexcept where failure to do so could not, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect.

Possession of Intellectual Property. The Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, (A) the Company and the Subsidiaries its subsidiaries own or possess, or can acquire on reasonable terms, adequate have the right to use all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or and other intellectual property (collectively, “Intellectual Property”) necessary to carry on that are used in the business now operated by them or proposed to be operated by them immediately following the offering of the Securities as described in the General Disclosure Package and the Prospectusthem, except where the failure to so own or possess possess, or otherwise be able the inability to acquire such rights acquire, would not, singly or in a timely manner would not otherwise the aggregate, reasonably be expected to result in have a Material Adverse Effect, and (B) neither the Company nor any of the Subsidiaries its subsidiaries has received any written notice of or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid invalid, unenforceable or inadequate to protect the interest of the Company or any of the Subsidiaries its subsidiaries therein, and which infringement infringement, conflict, invalidity, unenforceability or conflict (inadequacy, if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, would singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.