Common use of Intangible Property Clause in Contracts

Intangible Property. The Company and its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries (collectively, the "Company Intangible Property"), except where the failure to possess or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company. All of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all liens, claims or encumbrances, except those that have not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the Company. To the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, xxand mark, xxand name, computer program, database, industrial design, copyright or any pending application therefor, of any other person, and there have been no claims made, and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have a Material Adverse Effect on the Company.

Intangible Property. The (i) Section 5.1(o) of the Company and its Subsidiaries own------------------- Disclosure Statement sets forth a list of each patent, possess or have adequate rights to use all material trademarkstrademark, trade names, patentsname, service marksxxxx, brand marksxxxx, brand names, computer programs, databasesname, industrial designs design and copyrights necessary for the operation of the businesses of each of copyright owned or used in business by the Company and its Subsidiaries subsidiaries, as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectivelycollectively with any other intellectual property owned or used in the business by the Company and its subsidiaries, and all of the goodwill associated therewith, the "Company Intangible Property")) and indicates, except where with respect to each item of Intangible Property listed thereon, the failure to possess owner thereof and, if applicable, the name of the licensor and licensee thereof and the terms of such license or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the Companyother contract relating thereto. All Except as set forth in Section 5.1(o) of the Company Intangible Property Disclosure Schedule, each of the foregoing is owned or licensed by the Company or its Subsidiaries free and clear of any and all liens, claims mortgages, pledges, security interests, levies, charges, options or any other encumbrances, except those that have not had, restrictions or limitations of any kind whatsoever and could not reasonably be expected to have, a Material Adverse Effect on the Company, and neither none of the Company nor or any such Subsidiary of its subsidiaries has forfeited or otherwise relinquished received any Company Intangible Property which forfeiture notice to the effect that any other entity has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the Companyany claim of ownership with respect thereto. To the best knowledge of the Company, the use of the Company Intangible Property foregoing by the Company or and its Subsidiaries subsidiaries does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, patentservice xxxx, service markbrand xxxx, xxand mark, xxand brand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other personentity. Except as set forth in Section 5.1(o) of the Company Disclosure Schedule, and there no claims have been no claims made, and neither none of the Company nor or any of its Subsidiaries subsidiaries has received any notice of any claim or otherwise knows notice, that any of the Company Intangible Property foregoing is invalid or invalid, conflicts with the asserted rights of any other person entities, or has not been used or enforced (or has failed to have been be used or enforced enforced) in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intangible Property. (ii) The Company and its subsidiaries possess all Intangible Property, including, without limitation, all know-how, formulae and other proprietary and trade rights necessary for the conduct of their businesses as now conducted. None of the Company Intangible Property, except for or any of its subsidiaries has taken or failed to take any action that would result in the forfeiture or relinquishment of any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have a Material Adverse Effect on Intangible Property used in the Companyconduct of their respective businesses as now conducted.

Intangible Property. The (a) Section 4.16 to the Company and its Subsidiaries own, possess or have adequate rights to use all Disclosure Letter sets forth a list of each material trademarkstrademark, trade namesname, patentspatent, service marksxxxx, service xxxx rights, brand marksxxxx, brand namesname, computer programsprogram, databasesdatabase, industrial designs design and copyrights necessary for the operation of the businesses of each copyright and other intellectual property rights of the Company and its Subsidiaries as well as a list of all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the "Company Intangible Property"), except where . Items identified with an asterisk on Section 4.16 to the failure to possess or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect Company Disclosure Letter are owned by the Company (the "Company Owned Intangible Property"). Except as set forth on the Company. All Section 4.16 of the Company Disclosure Letter, all of the Company Owned Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all liensLiens, claims or encumbrances, except those that have not had, and could not reasonably be expected other than Permitted Liens (as defined in Section 4.22(b)). Except as set forth on Section 4.16 to have, a Material Adverse Effect on the Company, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the Company. To the knowledge of the CompanyDisclosure Letter, the use of the Company Intangible Property by the Company or its Subsidiaries does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service markxxxx, xxand markbrand xxxx, xxand brand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other person, Person and there have been no claims mademade (or, to the knowledge of the Company, threatened) and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or unenforceable or conflicts with the asserted rights of any other person Person or has not been used or enforced or has failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for in any such conflictcase for matters which would not be reasonably likely to result in a material adverse effect with respect to the Company and its Subsidiaries taken as a whole. (b) Each of the Company and each of its Subsidiaries owns, infringementor has a valid right to use, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that all Company Intangible Property necessary for the operation of its respective business and has not had forfeited or otherwise relinquished any Company Intangible Property. (c) Except as set forth on Section 4.16 to the Company Disclosure Letter, each of the material licenses or other Contracts relating to the Company Intangible Property (collectively, the "Company Intangible Property Licenses") is in full force and could not reasonably be expected effect and is valid and enforceable in accordance with its terms, and there is no default under any Company Intangible Property License either by the Company or any of its Subsidiaries or, to the knowledge of the Company, by any other party thereto and there has been no failure to maintain or enforce any Company Intellectual Property, which failure would have a Material Adverse Effect on material adverse effect with respect to the CompanyCompany and its Subsidiaries taken as a whole.

Intangible Property. The Company and its Subsidiaries own, possess or have adequate rights to use all (i) Schedule 4.1(n) sets forth a list of each material trademarkstrademark, trade namesname, patentspatent, service marksmark, brand marksxxand mark, brand namesxxand name, computer programsprogram, databasesdatabase, industrial designs design and copyrights necessary for copyright owned, used or useful in connection with the operation of the businesses of each of the Company and its Subsidiaries as well as a list of all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively, the "Company Intangible Property"). Except as set forth on Schedule 4.1(n), except where the failure to possess or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company. All all of the Company Intangible Property is in good standing and is owned or licensed by the Company or its Subsidiaries free and clear of any and all liens, claims or encumbrances. Except as set forth on Schedule 4.1(n), except those that have not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the Company. To the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, xxand mark, xxand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other person, person and there have been no claims made, made and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except . (ii) Each of the Company and its Subsidiaries owns or has a right to use all material Company Intangible Property necessary for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that the operation of its respective business and has not had forfeited or otherwise relinquished any material Company Intangible Property. (iii) Except as set forth on Schedule 4.1(n), each of the material licenses or other contracts relating to the Company Intangible Property (collectively, the "Company Intangible Property Licenses") is in full force and could not reasonably be expected effect and is valid and enforceable in accordance with its terms, and there is no material default under any Company Intangible Property License either by the Company or any of its Subsidiaries or, to have a Material Adverse Effect on the knowledge of the Company, by any other party thereto.

Intangible Property. The Company and its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries (collectively, the "Company Intangible Property"), except where the failure to possess or have adequate rights to use such properties properties, individually or in the aggregate, has not had, had and could not reasonably be expected to have, have a Material Adverse Effect on the CompanyEffect. All of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all liens, claims or encumbrancesLiens, except those that that, individually or in the aggregate, have not had, had and could not reasonably be expected to have, have a Material Adverse Effect on the CompanyEffect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture forfeiture, individually or in the aggregate, has resulted, had or could reasonably be expected to result, in have a Material Adverse Effect Effect. Except as set forth on the Company. To the knowledge of the CompanySchedule 3.19, the use of the Company Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, including any intellectual property right, trademark, trade name, patent, service mark, xxand mark, xxand name, computer program, database, industrial designxxxx, copyright or any pending application therefor, therefor of any other person, person and there have been no claims made, made and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that that, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect on Effect. To the Company's Knowledge, the Company will not suffer any Material Adverse Effect with respect to Year 2000 non-compliance.

Intangible Property. The Company and its Subsidiaries subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries subsidiaries as currently conducted (collectively, the "Company Intangible Property"), except where the failure to possess or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the CompanyEffect. All of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries subsidiaries free and clear of any and all liens, claims or encumbrances, except those that have not had, and could not reasonably be expected to have, a Material Adverse Effect on the CompanyEffect, and neither the Company nor any such Subsidiary subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the CompanyEffect. To the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service markmxxx, xxand markbrand mxxx, xxand brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other person, and there have been no claims made, and neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have a Material Adverse Effect on the CompanyEffect.

Intangible Property. The Company and its the Company Subsidiaries own, possess or have adequate and defensible rights to use all material trademarks, trademark registrations, trade names, patents, patent applications, service marks, brand marks, brand names, material computer programs, databases, domain names, service marks, service xxxx registration and applications, trade secrets, know how, trade dress, industrial designs designs, copyrights and copyrights necessary for copyright marks (“Intangible Property”) currently used in the operation of the businesses of each of the Company and its the Company Subsidiaries (collectively, the "“Company Intangible Property"”), except where the failure to possess so own, possess, or have such adequate and defensible rights to use such properties has use, individually or in the aggregate, would not had, and could not reasonably be expected to have, constitute a Company Material Adverse Effect on the CompanyEffect. All of the Company Intangible Property is owned or licensed by the Company or its the Company Subsidiaries free and clear of any and all liens, claims or encumbrancesLiens, except those that have not hadas would not, and could not reasonably be expected to haveindividually or in the aggregate, constitute a Company Material Adverse Effect on the CompanyEffect, and neither the Company nor any such Company Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resultedexcept where the failure to own, possess, or could reasonably be expected to resulthave such adequate rights, individually or in the aggregate, would not constitute a Company Material Adverse Effect on Effect. Except as set forth in Section 3.1(n) of the Company. To Company Disclosure Letter, to the knowledge Knowledge of the Company, the use of the Company Intangible Property by the Company or its the Company Subsidiaries does not, not in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, goodwill in any intellectual property right, trademark, trade name, patent, service mark, xxand mark, xxand name, computer program, database, industrial design, copyright or any pending application therefor, Intangible Property of any other personPerson, and except as would not individually or in the aggregate, constitute a Company Material Adverse Effect. Except as set forth in Section 3.1(n) of the Company Disclosure Letter, to the Knowledge of the Company, there have been no claims made, and neither the Company nor any of its the Company Subsidiaries has received any notice of any claim or nor does the Company otherwise knows have Knowledge that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other person Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflictas would not, infringementindividually or in the aggregate, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have constitute a Company Material Adverse Effect on Effect. Except as set forth in Section 3.1(n) of the Company Disclosure Letter, (A) there exists no prior act or current conduct or use by the Company, any Company Subsidiary or, to the Knowledge of the Company, any third party that would void or invalidate any Company Intangible Property, and (B) the execution, delivery and performance of the Transaction Documents by the Company and the Company Subsidiaries, as applicable, and the consummation of the Transactions, will not breach, violate or conflict with any instrument or agreement concerning any Company Intangible Property, will not cause the forfeiture or termination or give rise to the right of the Surviving Entity to make, use, sell, license or dispose of, or to bring any action for the infringement of any Company Intangible Property except where such matters, individually or in the aggregate, would not constitute a Company Material Adverse Effect. The matters set forth in Section 3.1(n) of the Company Disclosure Letter, would not, individually or in the aggregate, constitute a Company Material Adverse Effect.

Intangible Property. (a) The Company and its Subsidiaries Sellers own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries Acquired Business (collectively, the "Company “Seller Intangible Property"”), except where the failure to possess or have adequate rights to use such properties properties, individually or in the aggregate, has not had, had and could would not reasonably be expected to have, have a Company Material Adverse Effect on the CompanyEffect. All of the Company Seller Intangible Property is owned or licensed by the Company or its Subsidiaries Sellers free and clear of any and all liens, claims or encumbrancesLiens, except those that that, individually or in the aggregate, have not had, had and could would not reasonably be expected to have, have a Company Material Adverse Effect on the Company, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Effect. (b) The use of Seller Intangible Property which forfeiture has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the Company. To the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries Acquired Business does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, including any intellectual property right, trademark, trade name, patent, service markxxxx, xxand markbrand xxxx, xxand brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other personPerson, and there have been no claims made, and neither the Company nor any of its Subsidiaries has Sellers have not received any notice of any claim or otherwise knows know that any of the Company Seller Intangible Property is invalid or conflicts with the asserted rights of any other person Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Seller Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that that, individually or in the aggregate, has not had and could would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect.

Intangible Property. The Company Set forth on SCHEDULE 5.16 is a list and its Subsidiaries owndescription of all foreign and domestic patents, possess or have adequate rights to use all material patent rights, trademarks, service marks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs brands and copyrights necessary (whether or not registered and, if applicable, including pending applications for the operation of the businesses of each of registration) owned, used, licensed or controlled by the Company and its Subsidiaries (collectively, the "RIGHTS"). Except as set forth on SCHEDULE 5.16: (a) the Company Intangible Propertyis the sole and exclusive owner of all right, title and interest in and to all of the Rights and in and to each invention, formula, software, trade secret, technology, product, composition, formula, know-how, method or process used by the Company (together with the Rights, hereinafter collectively referred to as "INTANGIBLE PROPERTY"), except where and, to the failure to possess or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company. All knowledge of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries Seller, has the exclusive right to use and license the same, free and clear of any and all liensclaim or conflict with the rights of others; (b) no royalties, claims honorariums or encumbrances, except those that have not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the Company. To the knowledge of the Company, the use of the Company Intangible Property fees are payable by the Company to any Person by reason of the ownership or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation use of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, xxand mark, xxand name, computer program, database, industrial design, copyright or any pending application therefor, of any other person, and the Intangible Property; (c) there have been no claims made, and neither made against the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of asserting the Company Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonmentinvalidity, cancellation abuse, misuse, or unenforceability of any of the Company Intangible Property, except and to the Seller's knowledge, no grounds for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that claims exist; (d) the Company has not had made any claim of any violation or infringement by others of its rights in the Intangible Property, and could not reasonably be expected to have a Material Adverse Effect on the Company's and the Seller's knowledge, no grounds for any such claims exist; (e) the Company has not received any notice that it is in conflict with or infringing upon the asserted rights of others in connection with the Intangible Property and, to the knowledge of the Company or the Seller, neither the use of the Intangible Property nor the operation of its business is infringing or has infringed upon any rights of others; (f) the Intangible Property is sufficient and includes all rights necessary for the Company to lawfully conduct its businesses as presently being conducted; (g) no interest in any of the Company's rights to any Intangible Property has been assigned, transferred, licensed or sublicensed by the Company to any Person; (h) to the extent that any item constituting part of the Intangible Property has been registered with, filed in or issued by, as the case may be, any government or other regulatory authority, such registrations, filings or issuances are listed on SCHEDULE 5.16 and were duly made and remain in full force and effect; and (i) the Seller has no knowledge of any act or failure to act by the Company or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Property or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Property. To the extent any of the Intangible Property constitutes proprietary or confidential information, the Company has taken reasonable steps to safeguard such information from disclosure. Except as otherwise indicated on SCHEDULE 5.16, none of the Company's rights in the Intangible Property will be adversely affected or lost as a result of the transactions contemplated by this Agreement.

Intangible Property. The Company Set forth on the Disclosure Schedule is a list and its Subsidiaries ownbrief description of all foreign and domestic trademarks, possess or have adequate rights to use all material trademarksservice marks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs software and copyrights necessary (whether or not registered and, if applicable, including pending applications for the operation of the businesses of each of the Company and its Subsidiaries (collectively, the "Company Intangible Property"registration), except where owned, used, licensed or controlled by CDS or any of its Subsidiaries, of which the failure to possess license or own would have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on CDS (collectively, the Company. All “Intangible Property”). (a) CDS and each of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries has the exclusive right and license to use its respective Intangible Property, free and clear of any and all liensclaim or conflict with the rights of others; (b) no royalties, claims honorariums or encumbrances, except those that have not had, and could not reasonably be expected fees are payable by CDS or any of its Subsidiaries to have, a Material Adverse Effect on the Company, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the Company. To the knowledge person by reason of the Companyownership, the use or license of any of the Company Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, xxand mark, xxand name, computer program, database, industrial design, copyright or any pending application therefor, of any other person, and Property; (c) there have been no claims mademade against CDS or any of its Subsidiaries asserting the invalidity, abuse, misuse, or unenforceability of any of the Intangible Property or any license relating thereto, and CDS is unaware that any grounds for any such claims exist; (d) neither CDS nor any of its Subsidiaries has made any claim of any violation or infringement by others of its rights in the Company Intangible Property, and, to CDS’ knowledge, no grounds for any such claims exist; (e) neither CDS nor any of its Subsidiaries has received any written notice of any claim that it is in conflict with or otherwise knows that any of the Company Intangible Property is invalid or conflicts with infringing upon the asserted rights of others in connection with the Intangible Property and neither the ownership, use or license of the Intangible Property by CDS or any other person of its Subsidiaries nor the operation of their respective businesses is infringing or has infringed upon any rights of others; (f) the consummation of the transactions contemplated hereby will not been used alter or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of impair any of the Company Intangible Property; and (g) no interest in any of CDS’ or any of its Subsidiaries’ rights to any Intangible Property has been assigned, except for transferred, licensed or sublicensed to third parties. To the extent any of the Intangible Property constitutes proprietary or confidential information, CDS and its Subsidiaries have adequately safeguarded such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have a Material Adverse Effect on the Companyinformation from disclosure.

Intangible Property. The Company HT, HLP and its Subsidiaries own, possess each Subsidiary owns or have adequate holds a -------------------- license to all rights necessary to use all material trademarks, service marks, trade names, patents, service marks, brand marks, brand namescopyrights, computer programs, source code, object code, databases, industrial designs designs, processes, formulae, know-how, and copyrights trade secrets necessary for the operation of the businesses of each of the Company and its Subsidiaries HT, HLP or any Subsidiary (collectively, the "Company HT Intangible Property"), except where the ------------------------ failure to possess or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the CompanyEffect. All of the Company HT Intangible Property is owned or licensed by the Company HT, HLP or its Subsidiaries any Subsidiary free and clear of any and all liens, claims or encumbrancesEncumbrances, except those that have not had, and could not reasonably be expected to have, a Material Adverse Effect on the CompanyEffect, and neither the Company HT, HLP nor any such Subsidiary has forfeited or otherwise relinquished any Company HT Intangible Property which forfeiture has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the CompanyEffect. To the knowledge Knowledge of the CompanyHT, HLP or any Subsidiary, the use of the Company HT Intangible Property by the Company HT, HLP or its Subsidiaries any Subsidiary does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, copyright, trademark, service xxxx, trade name, patentpatent or any pending application for any of the foregoing, service mark, xxand mark, xxand name, any computer program, source code, object code, database, industrial design, copyright process, formula, know-how, or any pending application therefor, trade secret of any other personPerson, and there have been no claims made, and neither the Company HT, HLP nor any of its Subsidiaries Subsidiary has received any notice of any claim or otherwise knows that any claim, and none of the Company HT Intangible Property is invalid or unenforceable or conflicts with the asserted rights of any other person Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company HT Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have a Material Adverse Effect on the CompanyEffect.

Intangible Property. The (i) Schedule 4.1(n) sets forth a list of each material trademark, trade name, patent, service mark, brand mark, brand name, proprietary computer program, proprietary database, industrial design or copyright owned by, or used in connection with the businesses of, the Company and or any of its Subsidiaries ownas well as a list of all registrations thereof and pending applications therefor, possess and each license or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries other contract relating thereto (collectively, the "Company Intangible Property"). Items identified with an asterisk on Schedule 4.1(n) are owned by the Company ("Company Owned Intangible Property"). Except as set forth on Schedule 4.1(n), except where the failure to possess or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company. All all of the Company Owned Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all liens, claims or encumbrances, except those that have other than liens, claims and encumbrances which would not had, and could not reasonably be expected to have, a Material Adverse Effect on materially impair the Company, and neither value of such Company Owned Intangible Property or its use in the conduct of the businesses conducted by the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resulted, or could reasonably be expected to result, in a Material Adverse Effect and its Subsidiaries. Except as set forth on the Company. To the knowledge of the CompanySchedule 4.1(n), the use of the Company Intangible Property by the Company or its Subsidiaries does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, xxand brand mark, xxand brand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other person, except in each case as would not materially impair the value of such Company Intangible Property or its use in the conduct of the businesses conducted by the Company and there its Subsidiaries. There have been no claims mademade (or, to the knowledge of the Company, threatened) and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or unenforceable or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property. (ii) Each of the Company and its Subsidiaries owns, except or has a valid right to use, all Company Intangible Property necessary for the operation of its business and has not forfeited or otherwise relinquished any Company Intangible Property. (iii) Except as set forth on Schedule 4.1(n), each of the licenses or other contracts relating to the Company Intangible Property (collectively, the "Company Intangible Property Licenses") is in full force and effect and is valid and enforceable in accordance with its terms (subject to the Bankruptcy Exception), and there is no material default under any Company Intangible Property License either by the Company or any of its Subsidiaries or, to the knowledge of the Company, by any other party thereto and there has been no failure to maintain or enforce any material rights with respect to the Company Intangible Property Licenses. The transactions contemplated by this Agreement will not invalidate any Company Intangible Property License to which the Company or any of its Subsidiaries is a party or by which any of them are bound or result in any requirement to pay material additional amounts in order to continue to use any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have a Material Adverse Effect on the Company.Company Intangible Property License. 14

Intangible Property. The Company REIT and its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company REIT and its Subsidiaries (collectively, the "Company REIT Intangible Property"), except where the failure to possess or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the CompanyREIT. All of the Company REIT Intangible Property is owned or licensed by the Company REIT or its Subsidiaries free and clear of any and all liens, claims or encumbrancesEncumbrances, except those that have not had, and could not reasonably be expected to have, a Material Adverse Effect on the CompanyREIT, and neither the Company REIT nor any such Subsidiary has forfeited or otherwise relinquished any Company REIT Intangible Property which forfeiture has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the CompanyREIT. To the knowledge Knowledge of the CompanyREIT, the use of the Company REIT Intangible Property by the Company REIT or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, xxand mark, xxand name, computer program, database, industrial design, copyright or any pending application therefor, of any other personPerson, and there have been no claims made, and neither the Company REIT nor any of its Subsidiaries has received any notice of any claim or otherwise knows claim, and the REIT has no Knowledge, that any of the Company REIT Intangible Property is invalid or conflicts with the asserted rights of any other person Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company REIT Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have a Material Adverse Effect on the CompanyREIT.

Intangible Property. The Company Set forth on SCHEDULE 4.19 is a list and its Subsidiaries owndescription of all foreign and domestic patents, possess or have adequate rights to use all material patent rights, trademarks, service marks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs brands and copyrights necessary (whether or not registered and, if applicable, including pending applications for the operation of the businesses of each of registration) owned, used, licensed or controlled by the Company and its Subsidiaries all goodwill associated therewith (collectively, the "RIGHTS"). Except as set forth on SCHEDULE 4.19, to the Sellers' Knowledge: (a) the Company Intangible Propertyis the sole and exclusive owner of all right, title and interest in and to all of the Rights and in and to each invention, formula, software, trade secret, technology, product, composition, formula, know-how, method or process used by the Company (together with the Rights, hereinafter collectively referred to as "INTANGIBLE PROPERTY"), except where and has the failure to possess or have adequate rights exclusive right to use such properties has not hadand license the same, and could not reasonably be expected to have, a Material Adverse Effect on the Company. All of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all liensclaim or conflict with the rights of others; (b) no royalties, claims honorariums or encumbrances, except those that have not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the Company. To the knowledge of the Company, the use of the Company Intangible Property fees are payable by the Company to any Person by reason of the ownership or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation use of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, xxand mark, xxand name, computer program, database, industrial design, copyright or any pending application therefor, of any other person, and the Intangible Property; (c) there have been no claims made, and neither made within the past three years against the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of asserting the Company Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonmentinvalidity, cancellation abuse, misuse, or unenforceability of any of the Company Intangible Property, except and no grounds for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that claims exist; (d) the Company has not had made any claim of any violation or infringement by others of its rights in the Intangible Property, and could no grounds for any such claims exist; (e) the Company has not reasonably be expected received any notice within the past three years that it is in conflict with or infringing upon the asserted rights of others in connection with the Intangible Property and neither the use of the Intangible Property nor the operation of its businesses is infringing or has infringed upon any rights of others; (f) the Intangible Property is sufficient and includes all rights necessary for the Company to have a Material Adverse Effect on lawfully conduct its businesses as presently being conducted; (g) no interest in any of the Company's rights to any Intangible Property has been assigned, transferred, licensed or sublicensed by the Company to any Person other than the Buyer pursuant to this Agreement; (h) to the extent that any item constituting part of the Intangible Property has been registered with, filed in or issued by, as the case may be, any government or other regulatory authority, such registrations, filings or issuances are listed on SCHEDULE 4.19 and were duly made and remain in full force and effect; and (i) no act or failure to act by the Company or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Property or of any other fact which could render invalid or unenforceable, or negate the right to issuance of any of the Intangible Property. To the extent any of the Intangible Property constitutes proprietary or confidential information, the Company has adequately safeguarded such information from disclosure. Except as otherwise indicated on SCHEDULE 4.19, all of the Intangible Property is assignable to the Buyer without alteration or impairment.

Intangible Property. The Company (a) Part 3.21(a) of the Disclosure Letter sets forth a true, correct and its Subsidiaries owncomplete list of each patent, possess or have adequate rights to use all material trademarkstrademark, trade names, patentsname, service marksxxxx, brand marksxxxx, brand names, computer programs, databasesname, industrial designs design and copyrights necessary copyright owned or used in business by the Company (except for "off the operation shelf" computer software licenses purchased at retail by the Company), as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively with any other intellectual property owned or used in the business by the Company, and all of the businesses goodwill associated therewith, the "Intangible Property") and indicates, with respect to each item of Intangible Property listed thereon, the owner thereof and, if applicable, the name of the licensor and licensee thereof and the terms of such license or other contract relating thereto. Except as set forth in Part 3.21(a) of the Disclosure Letter, each of the Company and its Subsidiaries (collectively, the "Company Intangible Property"), except where the failure to possess or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company. All foregoing items of the Company Intangible Property is are owned or licensed by the Company or its Subsidiaries free and clear of any and all liens, claims or encumbrances, except those that have not had, Encumbrances and could not reasonably be expected to have, a Material Adverse Effect on the Company, and neither the Company nor has not received any such Subsidiary notice to the effect that any other entity has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resultedclaim of ownership with respect thereto. Except as set forth in Part 3.21(a) of the Disclosure Letter, or could reasonably be expected to result, in a Material Adverse Effect on the Company. To the knowledge of the CompanySellers, the use of the Company Intangible Property Property, or any other intellectual property owned or licensed by another Person which is used by the Company or its Subsidiaries in connection with the Business, does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, patentservice xxxx, service markbrand xxxx, xxand mark, xxand brand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other personperson or entity. Except as set forth in Part 3.21(a) of the Disclosure Letter, and there no claims have been no claims made, and neither the Company nor any of its Subsidiaries has not received any notice notice, nor does the Sellers have any knowledge of any claim or otherwise knows reasonable basis for any claims, that any of the Company Intangible Property is invalid or invalid, conflicts with the asserted rights of any other person entities, or has not been used or enforced (or has failed to have been be used or enforced enforced) in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intangible Property. The term Intangible Property shall not include any intellectual property provided to the Company by a client of the Company which intellectual property is owned or licensed by such client and used by the Company in the Ordinary Course of Business pursuant to such client's request in the course of rendering services to such client (i.e. use of a client's tradename or trademark). (b) To the knowledge of the Sellers, the Company possesses all Intangible PropertyProperty material to the Business, except including, without limitation, all know-how, formulae and other proprietary and trade rights and trade secrets, necessary for the conduct of the Business as now conducted. Except as set forth in Part 3.21(b) of the Disclosure Letter, neither the Company nor YAR has taken or failed to take any action that would result in the forfeiture or relinquishment of any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have a Material Adverse Effect on Intangible Property used in the Companyconduct of the Business as now conducted.

Intangible Property. The Company and its Subsidiaries own, possess the Company Sub each possesses or have has adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries (collectively, the "Company Intangible Property"). Except as set forth on Schedule 4.1(p) to the Company Disclosure Letter, except where the failure to possess or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company. All (i) all of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries the Company Sub free and clear of any and all liens, claims Encumbrances or encumbrances, except those that have not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company, and neither (ii) the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resulted, or could reasonably be expected a right to result, in a Material Adverse Effect on the Company. To the knowledge of the Company, the use of the Company Intangible Property by pursuant to a valid and enforceable, written license, sublicense or agreement. Neither the operation of the business of the Company or its Subsidiaries does not, in any material respect, conflict nor of the Company Sub conflicts with, infringe infringes upon, violate violates or interfere interferes with or constitute constitutes an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trade secret, trademark, trade name, patent, service mark, xxand brand mark, xxand brand name, computer program, database, industrial designdxxxxn, copyright copyrxxxx or any pending application therefor, therefor of any other person, Person and there have been no claims mademade in connection therewith, and neither the Company, the Company Sub nor any of its Subsidiaries has the Management Stockholders have received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other person Person or has not been used or enforced or has been failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property. Except as provided on Schedule 4.1(p), except for any each key salaried employee of the Company whose time is not billed to clients and who is neither part-time, temporary nor an on-site nursing coordinator of each of the Company and the Company Sub has executed adequate proprietary information and confidentiality agreements and all such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had agreements are in full force and could not reasonably be expected to have a Material Adverse Effect on the Companyeffect.

Intangible Property. The Company and its Subsidiaries subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries subsidiaries as currently conducted (collectively, the "Company Intangible Property"), except where the failure to possess or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the CompanyEffect. All of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries subsidiaries free and clear of any and all liens, claims or encumbrances, except those that have not had, and could not reasonably be expected to have, a Material Adverse Effect on the CompanyEffect, and neither the Company nor any such Subsidiary subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the CompanyEffect. To the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service markxxxx, xxand markbrand xxxx, xxand brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other person, and there have been no claims made, and neither the Company nor any of its Subsidiaries subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have a Material Adverse Effect on the CompanyEffect.

Intangible Property. The Company Xxxxxxx and its the Xxxxxxx Subsidiaries own, ------------------- possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of Xxxxxxx and the Company and its Xxxxxxx Subsidiaries (collectively, the "Company Xxxxxxx ------- Intangible Property"), except where the failure to possess or have adequate ------------------- rights to use such properties has not hadproperties, and could individually or in the aggregate, would not reasonably be expected to have, have a Xxxxxxx Material Adverse Effect on the CompanyEffect. All of the Company Xxxxxxx Intangible Property is owned or licensed by Xxxxxxx or the Company or its Xxxxxxx Subsidiaries free and clear of any and all liens, claims or encumbrancesLiens, except those that have not hadthat, and could individually or in the aggregate, would not reasonably be expected to have, have a Xxxxxxx Material Adverse Effect on the CompanyEffect, and neither the Company Xxxxxxx nor any such Xxxxxxx Subsidiary has forfeited or otherwise relinquished any Company Xxxxxxx Intangible Property which forfeiture has resultedresulted in, individually or in the aggregate, or could would reasonably be expected to result, result in a Xxxxxxx Material Adverse Effect on the CompanyEffect. To the knowledge Knowledge of the CompanyXxxxxxx, the use of the Company Xxxxxxx Intangible Property by Xxxxxxx or the Company or its Xxxxxxx Subsidiaries does not, or in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service markxxxx, xxand markbrand xxxx, xxand brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other personPerson, and there have been no claims made, and neither the Company Xxxxxxx nor any of its the Xxxxxxx Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Xxxxxxx Intangible Property is invalid or conflicts with the asserted rights of any other person Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Xxxxxxx Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could that, individually or in the aggregate, would not reasonably be expected to have a Xxxxxxx Material Adverse Effect on the CompanyEffect.

Intangible Property. The Company and its Subsidiaries own, possess possesses or have has adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries (collectively, the "Company “Intangible Property"”), except where the failure to possess or have adequate rights to use such properties properties, individually or in the aggregate, has not had, had and could not reasonably be expected to have, have a Material Adverse Effect on the CompanyEffect. All of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all liens, claims or encumbrances, except those that that, individually or in the aggregate, have not had, had and could not reasonably be expected to have, have a Material Adverse Effect on the CompanyEffect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture forfeiture, individually or in the aggregate, has resulted, had or could reasonably be expected to result, in have a Material Adverse Effect on the CompanyEffect. To the knowledge of the Company, the The use of the Company Intangible Property by the Company or its Subsidiaries does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, including any intellectual property right, trademark, trade name, patent, service mark, xxand mark, xxand name, computer program, database, industrial designxxxx, copyright or any pending application therefor, therefor of any other person, person and there have been no claims made, made and neither the Company nor any of its Subsidiaries has not received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that that, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect on the CompanyEffect.

Intangible Property. The Company and its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databasesdatabase, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries (collectively, the "Company Intangible Property"), except where the failure to possess or have adequate rights to use such properties has not had, and could would not reasonably be expected to have, have a Company Material Adverse Effect Effect. Schedule 3.1(p) lists all patents and trademarks or licensing agreements with respect to any patent or trademark, which in each case is applicable to a material portion of the business of the Company or its Subsidiaries. Except as set forth on Schedule 3.1(p) of the Company. All Company Letter, all of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all liens, claims or encumbrances, except those that have not had, and could are not reasonably be expected likely to have, have a Company Material Adverse Effect on the CompanyEffect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resulted, or could reasonably be expected to result, would result in a Company Material Adverse Effect on the CompanyEffect. To the knowledge of the Company, the The use of the Company Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service markxxxx, xxand markbrand xxxx, xxand brand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other person, person and there have been no claims made, and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows knows, that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has been failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect.

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

Intangible Property. The Company Camco and its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databasesdatabase, industrial designs designs, know how, trade secrets, copyrights and copyrights necessary for other intellectual property rights which are material to the operation condition or conduct of the businesses business operations of each of the Company Camco and its Subsidiaries (collectively, the "Company Camco Intangible Property"). Except as set forth on Schedule 3.1(n) to the Camco Disclosure Letter, except where the failure to possess or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company. All all of the Company Camco Intangible Property is owned or licensed by the Company Camco or its Subsidiaries free and clear of any and all liens, claims or encumbrances, except those that the failure to so own would not have not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the CompanyCamco. To the knowledge of the CompanyCamco, the use operation of the Company Intangible Property by the Company businesses of each of Camco or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trade secret, trademark, trade name, patent, service markxxxx, xxand markbrand xxxx, xxand brand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other person, person and there have been no claims made, made in connection therewith and neither the Company Camco nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Camco Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has been failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Camco Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation Property and would individually or unenforceability that has not had and could not reasonably be expected to have in the aggregate result in a Material Adverse Effect on Camco. All failures of the Companyrepresentations and warranties set forth in this Section 3.1(n) to be true, in the aggregate, would not result in a Material Adverse Effect on Camco.

Intangible Property. The Company and its -------------------- Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries (collectively, the "Company Intangible Property"), except where the failure to possess ------------------- or have adequate rights to use such properties properties, individually or in the aggregate, has not had, had and could not reasonably be expected to have, have a Material Adverse Effect on the CompanyEffect. All of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all liens, claims or encumbrancesLiens, except those that that, individually or in the aggregate, have not had, had and could not reasonably be expected to have, have a Material Adverse Effect on the CompanyEffect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture forfeiture, individually or in the aggregate, has resulted, had or could reasonably be expected to result, in have a Material Adverse Effect on the CompanyEffect. To the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, including any intellectual property right, trademark, trade name, patent, service markxxxx, xxand markbrand xxxx, xxand brand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other person, person and there have been no claims made, made and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that that, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect on the CompanyEffect.

Intangible Property. The Company and its the Company Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for currently used in the operation of the businesses of each of the Company and its the Company Subsidiaries (collectively, the "“Company Intangible Property"”), except where the failure to possess or have adequate rights to use such properties has property, individually or in the aggregate, would not had, and could not reasonably be expected to have, constitute a Company Material Adverse Effect on the CompanyEffect. All of the Company Intangible Property is owned or licensed by the Company or its the Company Subsidiaries free and clear of any and all liens, claims or encumbrancesLiens, except those that have not hadas would not, and could not reasonably be expected to haveindividually or in the aggregate, constitute a Company Material Adverse Effect on the CompanyEffect, and neither the Company nor any such Company Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resultedProperty. Except as set forth in Section 3.1(n) of the Company Disclosure Letter, or could reasonably be expected to result, in a Material Adverse Effect on the Company. To the knowledge Knowledge of the Company, the use of the Company Intangible Property by the Company or its the Company Subsidiaries does not, not in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service markxxxx, xxand markbrand xxxx, xxand brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other personPerson. Except as set forth in Section 3.1(n) of the Company Disclosure Letter, and to the Knowledge of the Company, there have been no claims made, and neither the Company nor any of its the Company Subsidiaries has received any notice of any claim or nor does the Company otherwise knows have Knowledge that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other person Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflictas would not, infringementindividually or in the aggregate, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have constitute a Company Material Adverse Effect on the CompanyEffect.

Intangible Property. The Company (a) Part 3.21(a) of the Disclosure Letter sets forth a true, correct and its Subsidiaries owncomplete list of each patent, possess or have adequate rights to use all material trademarkstrademark, trade names, patentsname, service marksxxxx, brand marksxxxx, brand names, computer programs, databasesname, industrial designs design and copyrights necessary copyright owned or used in business by the Company (except for "off the operation shelf" computer software licenses purchased at retail by the Company), as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively with any other intellectual property owned or used in the business by the Company, and all of the businesses goodwill associated therewith, the "Intangible Property") and indicates, with respect to each item of Intangible Property listed thereon, the owner thereof and, if applicable, the name of the licensor and licensee thereof and the terms of such license or other contract relating thereto. Except as set forth in Part 3.21(a) of the Disclosure Letter, each of the Company and its Subsidiaries (collectively, the "Company Intangible Property"), except where the failure to possess or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company. All foregoing items of the Company Intangible Property is are owned or licensed by the Company or its Subsidiaries free and clear of any and all liens, claims or encumbrances, except those that have not had, Encumbrances and could not reasonably be expected to have, a Material Adverse Effect on the Company, and neither the Company nor has not received any such Subsidiary notice to the effect that any other entity has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the Companyclaim of ownership with respect thereto. To the knowledge of the CompanyCompany and the Shareholder, the use of the Company Intangible Property Property, or any other intellectual property owned or licensed by another Person which is used by the Company or its Subsidiaries in connection with the Business, does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, patentservice xxxx, service markbrand xxxx, xxand mark, xxand brand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other personperson or entity. Except as set forth in Part 3.21(a) of the Disclosure Letter, and there no claims have been no claims made, and neither the Company nor any of its Subsidiaries has not received any notice notice, nor does the Company or the Shareholder have any knowledge of any claim or otherwise knows reasonable basis for any claims, that any of the Company Intangible Property is invalid or invalid, conflicts with the asserted rights of any other person entities, or has not been used or enforced (or has failed to have been be used or enforced enforced) in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intangible Property. The term Intangible Property shall not include to any intellectual property provided to the Company by a client of the Company which intellectual property is owned or licensed by such client and used by the Company in the Ordinary Course of Business pursuant to such client's request in the course of rendering services to such client (i.e. use of a client's tradename or trademark). (b) To the knowledge of the Company and the Shareholder, the Company possesses all Intangible PropertyProperty material to the Business, except including, without limitation, all know-how, formulae and other proprietary and trade rights and trade secrets, necessary for the conduct of the Business as now conducted. The Company has not taken or failed to take any action that would result in the forfeiture or relinquishment of any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have a Material Adverse Effect on Intangible Property used in the Companyconduct of the Business as now conducted.

Intangible Property. The Company Schedule 4.14 contains a complete and its Subsidiaries owncorrect list of each patent, trademark, trade name, service mark, trade secret and copyright owned, licensed or xxxd by the Companies as well as all registrations thereof and pending applications therefor, and each license or other agreement relating thereto. Except as set forth on Schedule 4.14, each of the foregoing is owned by the party shown on such Schedule as owning the same, free and clear of all mortgages, claims, liens, security interests, charges and encumbrances and is in good standing and not the subject of any challenge. There have been no claims made and neither the Seller nor any of the Companies have received any notice or otherwise knows or has reason to believe that any of the foregoing is invalid or conflicts with the asserted rights of others, and the Companies are not infringing upon or otherwise acting adversely to the right or claimed right of any person or entity with respect to the intangible property. Each of the Companies possess or have adequate rights to use all material trademarkspatents, patent licenses, trade names, patentstrademarks, service marks, brand marks, brand names, computer programscopyrights, databasesknow-how, industrial designs formulae and copyrights other proprietary and trade rights necessary for the operation conduct of its business as now conducted, not subject to any restrictions and without any known conflict with the businesses rights of each of the Company and its Subsidiaries (collectively, the "Company Intangible Property"), except where the failure to possess or have adequate rights to use such properties has not hadothers, and could not reasonably be expected to have, a Material Adverse Effect on the Company. All of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all liens, claims or encumbrances, except those that Companies have not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resultedsuch patent, or could reasonably be expected to result, in a Material Adverse Effect on the Company. To the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademarkpatent license, trade name, patenttrademark, service mark, xxand brand mark, xxand brand name, computer programcopyright, databaseknow-how, industrial design, copyright xxxxulae or xxxxr proprietary right necessary for the conduct of its business as conducted on the date hereof. None of the Companies are under any obligation to pay any royalties or similar payments in connection with any license to the Seller or any pending application thereforaffiliate thereof. Except as set forth on Schedule 4.14, to the Seller's knowledge, none of the patents, trademarks, trade names, service marks and copyrights are being infringed upon or appropriated by others, and none is subject to any outstanding litigation or judgment affecting the scope of free and unrestricted use by the Companies or is used contrary to the provisions of any licensing or other personcontract. Except as set forth on Schedule 4.14, and there have been exist no claims made, and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have a Material Adverse Effect material geographic restrictions on the Companyuse by the Companies of such marks.

Intangible Property. The Company and its Subsidiaries own, possess or have adequate rights to use all material trademarksSchedule 3.12 hereto sets forth a list of each trademark, trade namesname, patentslogo, service marksmark, brand marksmark, brand namesname, computer programsprogram, databasesdomain name, industrial designs databaxx, patent, xxxxstrial design and copyrights necessary copyright owned or used by FMS, a list of all registrations thereof and pending applications therefor, inventions, drawings, customer lists, proprietary know-how or information and each contract, license or other agreement relating thereto (including, without limitation, the name "FilmTracker" and all rights relating to the use of such name and any logos or characters developed by or on behalf of FMS for the operation of the businesses of each of the Company and its Subsidiaries use in connection with FMS' business) (collectively, the "Company Intangible Property")) and indicates, except where with respect to each item of Intangible Property, the failure to possess or have adequate rights to use such properties has not hadowner thereof and, and could not reasonably be expected to haveif applicable, a Material Adverse Effect on the Company. All name of the Company Intangible Property licensor and licensee thereof. Except as set forth on Schedule 3.12, each of the foregoing assets listed on such Schedule as being owned by FMS is owned or licensed by the Company or its Subsidiaries FMS free and clear of any and all liensLiens and is in good standing and no other person or entity (including any past or present officer, claims employee or encumbrancesconsultant of FMS) has any claim of ownership or right of use with respect thereto. The use, except those that have not hadmodification, and could not reasonably be expected to havecompilation, a Material Adverse Effect on the Companyreproduction, and neither the Company nor any such Subsidiary has forfeited public display or otherwise relinquished any Company Intangible Property which forfeiture has resultedperformance, or could reasonably be expected to result, in a Material Adverse Effect on the Company. To the knowledge distribution of the Company, the use of the Company Intangible Property foregoing by the Company or its Subsidiaries FMS does not, in any material respectand the use, modification, compilation, reproduction, public display or performance, or distribution thereof by Newco immediately after the Closing will not, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, xxand brand mark, xxand brand name, computer program, databasedomain name, industrial databaxx, patent, xxxxstrial design, copyright or any pending application therefor, therefor of any other person, person or entity and there have been no claims made, made and neither the Company nor any of its Subsidiaries FMS has not received any notice of any claim or otherwise knows acquired any knowledge that any of the Company Intangible Property foregoing is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has been failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property. (a) Except as set forth on Schedule 3.12, except for FMS is not a party to or bound by any such conflictcontract, infringement, violation, interference, claim, invalidity, abandonment, cancellation license or unenforceability that has not had and could not reasonably be expected other agreements relating to have a Material Adverse Effect on the CompanyIntangible Property.

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

Intangible Property. The (i) Section 5.1(o) of the Disclosure Statement sets forth a list of each patent, trademark, trade name, service mark, xxand mark, xxand name, industrial design and copyright owned or used in business by the Company and its Subsidiaries ownthe Subsidiary, possess as well as all registrations thereof and pending applications therefor, and each license or have adequate rights to use other contract relating thereto (collectively with any other intellectual property owned or used in the business by the Company and the Subsidiary, and all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses goodwill associated therewith, the "Intangible Property") and indicates, with respect to each item of Intangible Property listed thereon, the owner thereof and if applicable, the name of the licensor and licensee thereof and the terms of such license or other contract relating thereto. Except as set forth in Section 5.1(n) or (o) of the Disclosure Schedule or the Company SEC Reports, each of the Company and its Subsidiaries (collectively, the "Company Intangible Property"), except where the failure to possess or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company. All of the Company Intangible Property foregoing is owned or licensed by the Company or its Subsidiaries free and clear of any and all liens, claims mortgages, pledges, security interests, levies, charges, options or any other encumbrances, except those that have not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company, restrictions or limitations of any kind whatsoever and neither the Company nor any such the Subsidiary has forfeited or otherwise relinquished received any Company Intangible Property which forfeiture notice to the effect that any other entity has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the Companyany claim of ownership with respect thereto. To the best knowledge of the Company, the use of the Company Intangible Property foregoing by the Company or its Subsidiaries and the Subsidiary does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, patent, service mark, xxand mark, xxand name, computer program, database, industrial design, copyright or any pending application therefor, therefor of any other personentity. Except as set forth in Section 5.1(o) of the Disclosure Schedule, and there no claims have been no claims made, and neither the Company nor any of its Subsidiaries the Subsidiary has received any notice of any claim or otherwise knows that any of the Company Intangible Property foregoing is invalid or invalid, conflicts with the asserted rights of any other person entities, or has not been used or enforced (or has failed to have been be used or enforced enforced) in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intangible Property. (ii) The Company and the Subsidiary possess all Intangible Property, except including, without limitation, all know-how, formulae and other proprietary and trade rights necessary for the conduct of their businesses as now conducted. Neither the Company nor the Subsidiary has taken or failed to take any action that would result in the forfeiture or relinquishment of any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have a Material Adverse Effect on Intangible Property used in the Companyconduct of their respective businesses as now conducted.

Intangible Property. The (i) Section 5.1(o) of the Company and its Subsidiaries ownDisclosure Statement sets forth a list of each patent, possess or have adequate rights to use all material trademarkstrademark, trade names, patentsname, service marksxxxx, brand marksxxxx, brand names, computer programs, databasesname, industrial designs design and copyrights necessary for the operation of the businesses of each of copyright owned or used in business by the Company and its Subsidiaries subsidiaries, as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectivelycollectively with any other intellectual property owned or used in the business by the Company and its subsidiaries, and all of the goodwill associated therewith, the "Company Intangible Property")) and indicates, except where with respect to each item of Intangible Property listed thereon, the failure to possess owner thereof and, if applicable, the name of the licensor and licensee thereof and the terms of such license or have adequate rights to use such properties has not had, and could not reasonably be expected to have, a Material Adverse Effect on the Companyother contract relating thereto. All Except as set forth in Section 5.1(o) of the Company Intangible Property Disclosure Schedule, each of the foregoing is owned or licensed by the Company or its Subsidiaries free and clear of any and all liens, claims mortgages, pledges, security interests, levies, charges, options or any other encumbrances, except those that have not had, restrictions or limitations of any kind whatsoever and could not reasonably be expected to have, a Material Adverse Effect on the Company, and neither none of the Company nor or any such Subsidiary of its subsidiaries has forfeited or otherwise relinquished received any Company Intangible Property which forfeiture notice to the effect that any other entity has resulted, or could reasonably be expected to result, in a Material Adverse Effect on the Companyany claim of ownership with respect thereto. To the best knowledge of the Company, the use of the Company Intangible Property foregoing by the Company or and its Subsidiaries subsidiaries does not, in any material respect, not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, patentservice xxxx, service markbrand xxxx, xxand mark, xxand brand name, computer program, database, industrial design, copyright or any pending application thereforapplication, therefor of any other personentity. Except as set forth in Section 5.1(o) of the Company Disclosure Schedule, and there no claims have been no claims made, and neither none of the Company nor or any of its Subsidiaries subsidiaries has received any notice of any claim or otherwise knows notice, that any of the Company Intangible Property foregoing is invalid or invalid, conflicts with the asserted rights of any other person entities, or has not been used or enforced (or has failed to have been be used or enforced enforced) in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intangible Property. (ii) The Company and its subsidiaries possess all Intangible Property, including, without limitation, all know-how, formulae and other proprietary and trade rights necessary for the conduct of their businesses as now conducted. None of the Company Intangible Property, except for or any of its subsidiaries has taken or failed to take any action that would result in the forfeiture or relinquishment of any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has not had and could not reasonably be expected to have a Material Adverse Effect on Intangible Property used in the Companyconduct of their respective businesses as now conducted.

Intangible Property. The Company and its Subsidiaries own, possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs and copyrights necessary for the operation of the businesses of each of the Company and its Subsidiaries (collectively, the "Company Intangible Property"), except where the failure to possess or have adequate rights to use such properties has would not had, and could not reasonably be expected to have, have a Material Adverse Effect on the Company. All of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all liens, claims or encumbrances, except those that would not have not had, and could not reasonably be expected to have, a Material Adverse Effect on the Company, Company and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture has resulted, or could reasonably be expected to result, would result in a Material Adverse Effect on the Company. To the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service markxxxx, xxand markbrand xxxx, xxand brand name, computer program, database, industrial design, copyright or any pending application therefor, of any other person, and there have been no claims made, and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner manner, that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that has would not had and could not reasonably be expected to have a Material Adverse Effect on the Company.