Common use of Intangible Property Clause in Contracts

Intangible Property. The Company and its Subsidiaries possess or have adequate rights to use all 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 "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.14, the use of the Intangible Property by the Company or its Subsidiaries does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any trademark, patent, service mark, xxpyright 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 Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect.

Intangible Property. The Company and its Subsidiaries 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 "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.14To the knowledge of the Company, the use of the Intangible Property by the Company or its 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 any intellectual property right, trademark, trade name, patent, service mark, xxpyright 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 Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect.

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, individually or in the aggregate, properties has not had had, and could not reasonably be expected to have have, a Material Adverse EffectEffect 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 Liensliens, claims or encumbrances, except those that, individually or in the aggregate, that have not had had, and could not reasonably be expected to have have, a Material Adverse EffectEffect on the Company, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeitureforfeiture has resulted, individually or in the aggregate, has had or could reasonably be expected to have result, in a Material Adverse EffectEffect on the Company. Except as set forth on Schedule 3.14To the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, xxpyright 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 used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, that has not had and could not reasonably be expected to have a Material Adverse EffectEffect on the Company.

Intangible Property. The Company and its Subsidiaries possess possesses or have has adequate rights to use all 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 "“Intangible Property"”), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liensliens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.14, the The use of the Intangible Property by the Company or its Subsidiaries does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any trademark, patent, service markxxxx, xxpyright 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 not received any notice of any claim or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect.

Intangible Property. The (a) All software utilized by the Company and its Subsidiaries possess that is not owned by the Company or have adequate rights to any of its Subsidiaries (the "THIRD PARTY SOFTWARE") is either (A) commercially available software or (B) software that has been developed by the Company or such Subsidiaries for use all trademarksby a customer of such company and that is not otherwise utilized by the Company or any of its Subsidiaries in its business. Each material trademark, trade namesname, patentspatent, service marksxxxx, brand marksxxxx, brand namesname, 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 (collectively, the "Intangible PropertyCOMPANY INTANGIBLE PROPERTY"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All of the Intangible Property ) is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liensliens, except those that, individually claims or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effectencumbrances. Except as set forth on Schedule 3.14, the The use of the Company Intangible Property and the Third Party Software by the Company or its Subsidiaries does not conflict with, infringe upon, violate or interfere with with, in any material respect, or constitute an a material appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service markxxxx, xxpyright brand xxxx, brand name, computer program, database, industrial design, copyright or any pending application 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 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 be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except . (b) Each of the Company and its Subsidiaries own or have a right to use all Company Intangible Property and Third Party Software necessary for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, operation of its respective business and has not had forfeited or otherwise relinquished any Company Intangible Property or right to use Third Party Software. (c) Each of the material licenses or other contracts relating to the Company Intangible Property and could not reasonably be expected Third Party Software (collectively, the "COMPANY INTANGIBLE PROPERTY LICENSES") is in full force and effect and is valid and enforceable in accordance with its terms, and there is no material default under any Company Tangible Property License either by the Company or any of its Subsidiaries or, to have a Material Adverse Effectthe knowledge of the Company, by any other party thereto.

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, individually or in the aggregate, properties has not had had, and could not reasonably be expected to have have, a Material Adverse Effect. All of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries subsidiaries free and clear of any and all Liensliens, claims or encumbrances, except those that, individually or in the aggregate, that have not had had, and could not reasonably be expected to have have, a Material Adverse Effect, and neither the Company nor any such Subsidiary subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeitureforfeiture has resulted, individually or in the aggregate, has had or could reasonably be expected to have result, in a Material Adverse Effect. Except as set forth on Schedule 3.14To the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service markmxxx, xxpyright brand mxxx, 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 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, individually or in the aggregate, that has not had and could not reasonably be expected to have a Material Adverse Effect.

Intangible Property. The Company Set forth on the Disclosure Schedule is a list and its Subsidiaries possess or have adequate rights to use brief description of all foreign and domestic trademarks, service 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 registration), owned, used, licensed or controlled by CDS or any of its Subsidiaries, of which the operation of the businesses of each of the Company and its Subsidiaries failure to license or own would have a Material Adverse Effect on CDS (collectively, the "“Intangible Property"”), except where . (a) CDS and each of its Subsidiaries has the failure to possess or have adequate rights exclusive right and license to use such propertiesits respective Intangible Property, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All of the 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, except those thathonorariums or fees are payable by CDS or any of its Subsidiaries to any person by reason of the ownership, individually use or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect, and neither the Company nor license of any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.14, the use of the Intangible Property by the Company or its Subsidiaries does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any trademark, patent, service mark, xxpyright or any pending application therefor of any other person and Property; (c) there have been no claims made 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 that it is in conflict with or 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 claim of its Subsidiaries nor the operation of their respective businesses is infringing or otherwise knows that has infringed upon any rights of others; (f) the consummation of the transactions contemplated hereby will not alter or impair any of the Intangible Property; and (g) no interest in any of CDS’ or any of its Subsidiaries’ rights to any Intangible Property has been assigned, transferred, licensed or sublicensed to third parties. To the extent any of the Intangible Property is invalid constitutes proprietary or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to confidential information, CDS and its Subsidiaries have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any adequately safeguarded such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effectinformation from disclosure.

Intangible Property. The Company and its -------------------- Subsidiaries 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 "Intangible Property"), except where the failure to possess ------------------- or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.14To the knowledge of the Company, the use of the Intangible Property by the Company or its 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 any intellectual property right, trademark, trade name, patent, service markxxxx, xxpyright brand xxxx, 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 Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect.

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 possess as well as a list of all registrations thereof and pending applications therefor, and each license or have adequate rights to use all 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, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. 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 Liensliens, except those thatclaims or encumbrances, individually other than liens, claims and encumbrances which would not materially impair the value of such Company Owned Intangible Property or its use in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect, and neither conduct of the businesses conducted by the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effectand its Subsidiaries. Except as set forth on Schedule 3.144.1(n), the use of the Company Intangible Property by the Company or its Subsidiaries does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, xxpyright brand mark, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other person 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 made (or, to the knowledge of the Company, threatened) and neither the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Company Intangible Property is invalid or unenforceable or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property. (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, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect.Company Intangible Property License. 14

Intangible Property. The Company Set forth on SCHEDULE 4.19 is a list and its Subsidiaries possess or have adequate rights to use description of all foreign and domestic patents, 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 "Intangible PropertyRIGHTS"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.14SCHEDULE 4.19, to the Sellers' Knowledge: (a) the Company is 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"), and has the exclusive right to use and license the same, free and clear of any claim or conflict with the rights of others; (b) no royalties, honorariums or fees are payable by the Company to any Person by reason of the ownership or use of any of the Intangible Property by the Company or its Subsidiaries does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any trademark, patent, service mark, xxpyright or any pending application therefor of any other person and Property; (c) there have been no claims made and neither 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 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 Intangible Property, except and no grounds for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation claims exist; (d) the Company has not made any claim of any violation or unenforceability that, individually or infringement by others of its rights in the aggregateIntangible Property, and no grounds for any such claims exist; (e) the Company has not had 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 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 not reasonably be expected render invalid or unenforceable, or negate the right to have a Material Adverse Effectissuance 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 (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 possess or have adequate rights to use all trademarkscopyright owned or, trade namesif material, 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 "Intangible Property")) and indicates, except where with respect to each item of Intangible Property, the failure to possess or have adequate rights to use such propertiesowner thereof and, individually or in if applicable, the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All name of the Intangible Property is owned licensor and licensee thereof and the basic material terms of such license or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effectother Contract relating thereto. Except as set forth on Schedule 3.14, each of the foregoing is owned by the party shown on such Schedule as owning the same free and clear of any and all Liens and is in good standing, no other Person or entity has any claim of ownership with respect thereto and, where applicable, all registrations or other required filings have been timely made. To the knowledge of the Seller and the Company, the use of the Intangible Property by the Company or its Subsidiaries does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any trademarkintellectual property right, patent, trademark, trade name, service markxxxx, xxpyright brand xxxx, brand name, invention, industrial design, computer software, copyright or any pending application therefor of any other person and Person. Except as set forth on Schedule 3.14, there have been no claims made Legal Proceedings initiated to which the Company is a party or of which the Seller or the Company is aware, and neither the Seller nor the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of the Intangible Property is invalid or conflicts with the asserted rights of any other person 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 PropertyProperty 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 for as set forth in Schedule 3.14, no third party is infringing upon any rights of the Company to the Intangible Property. Neither the Seller nor the Company is aware that any of Company's employees is obligated under any Contract or covenants or commitments of any nature, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the 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, individually will be necessary to utilize any inventions of any of its employees (or in people it currently intends to hire) made prior to their employment by the aggregate, has not had and could not reasonably be expected to have a Material Adverse EffectCompany.

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 "REIT Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, properties has not had had, and could not reasonably be expected to have have, a Material Adverse EffectEffect on the REIT. All of the REIT Intangible Property is owned or licensed by the Company REIT or its Subsidiaries free and clear of any and all LiensEncumbrances, except those that, individually or in the aggregate, that have not had had, and could not reasonably be expected to have have, a Material Adverse EffectEffect on the REIT, and neither the Company REIT nor any such Subsidiary has forfeited or otherwise relinquished any REIT Intangible Property which forfeitureforfeiture has resulted, individually or in the aggregate, has had or could reasonably be expected to have result, in a Material Adverse EffectEffect on the REIT. Except as set forth on Schedule 3.14To the Knowledge of the REIT, the use of the REIT Intangible Property by the Company REIT or its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, xxpyright 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 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 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 REIT Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, that has not had and could not reasonably be expected to have a Material Adverse EffectEffect on the REIT.

Intangible Property. The Company HT, HLP and its Subsidiaries possess each Subsidiary owns or have adequate holds a -------------------- license to all rights necessary to use all 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 "HT Intangible Property"), except where the ------------------------ failure to possess or have adequate rights to use such properties, individually or in the aggregate, properties has not had had, and could not reasonably be expected to have have, a Material Adverse Effect. All of the HT Intangible Property is owned or licensed by the Company HT, HLP or its Subsidiaries any Subsidiary free and clear of any and all LiensEncumbrances, except those that, individually or in the aggregate, that have not had had, and could not reasonably be expected to have have, a Material Adverse Effect, and neither the Company HT, HLP nor any such Subsidiary has forfeited or otherwise relinquished any HT Intangible Property which forfeitureforfeiture has resulted, individually or in the aggregate, has had or could reasonably be expected to have result, in a Material Adverse Effect. Except as set forth on Schedule 3.14To the Knowledge of HT, HLP or any Subsidiary, the use of the HT Intangible Property by the Company HT, HLP or its Subsidiaries any Subsidiary does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, copyright, trademark, patentservice xxxx, service marktrade name, xxpyright patent or any pending application therefor for any of the foregoing, any computer program, source code, object code, database, industrial design, process, formula, know-how, or trade secret of any other person Person, and there have been no claims made 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 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 HT Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, that has not had and could not reasonably be expected to have a Material Adverse Effect.

Intangible Property. The (i) Section 5.1(o) of the Company and its Subsidiaries possess or have adequate rights to use all trademarksDisclosure Statement sets forth a list of each patent, trademark, 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 "Intangible Property")) and indicates, except where with respect to each item of Intangible Property listed thereon, the failure to possess or have adequate rights to use such propertiesowner thereof and, individually or in if applicable, the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All name of the Intangible Property licensor and licensee thereof and the terms of such license or other contract relating thereto. Except as set forth in Section 5.1(o) of the Company Disclosure Schedule, each of the foregoing is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liensliens, except those thatmortgages, individually pledges, security interests, levies, charges, options or in the aggregateany other encumbrances, have not had restrictions or limitations of any kind whatsoever and could not reasonably be expected to have a Material Adverse Effect, and neither none of the Company nor or any such Subsidiary of its subsidiaries has forfeited or otherwise relinquished received any Intangible Property which forfeiture, individually or in notice to the aggregate, effect that any other entity has had or could reasonably be expected to have a Material Adverse Effectany claim of ownership with respect thereto. Except as set forth on Schedule 3.14To the best knowledge of the Company, the use of the Intangible Property foregoing by the Company or and its Subsidiaries subsidiaries does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any trademarkintellectual property right, patent, trademark, trade name, service markxxxx, xxpyright brand xxxx, brand name, computer program, industrial design, copyright or any pending application application, therefor of any other person and there entity. Except as set forth in Section 5.1(o) of the Company Disclosure Schedule, no claims have been no claims made 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 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, except 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 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, individually or Intangible Property used in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effectconduct of their respective businesses as now conducted.

Intangible Property. The Company Xxxxxxx and its the Xxxxxxx Subsidiaries own, ------------------- possess or have adequate rights to use all 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 "Xxxxxxx ------- Intangible Property"), except where the failure to possess or have adequate ------------------- rights to use such properties, individually or in the aggregate, has not had and could would not reasonably be expected to have a Xxxxxxx Material Adverse Effect. All of the Xxxxxxx Intangible Property is owned or licensed by Xxxxxxx or the Company or its Xxxxxxx Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could would not reasonably be expected to have a Xxxxxxx Material Adverse Effect, and neither the Company Xxxxxxx nor any such Xxxxxxx Subsidiary has forfeited or otherwise relinquished any Xxxxxxx Intangible Property which forfeitureforfeiture has resulted in, individually or in the aggregate, has had or could would reasonably be expected to have result in a Xxxxxxx Material Adverse Effect. Except as set forth on Schedule 3.14To the Knowledge of Xxxxxxx, the use of the Xxxxxxx Intangible Property by Xxxxxxx or the Company or its Xxxxxxx Subsidiaries does not not, or in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service markxxxx, xxpyright brand xxxx, 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 Xxxxxxx nor any of its the Xxxxxxx Subsidiaries has received any notice of any claim or otherwise knows that any of the 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 Xxxxxxx Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could would not reasonably be expected to have a Xxxxxxx Material Adverse Effect.

Intangible Property. (a) The Company and its Subsidiaries Sellers own, possess or have adequate rights to use all 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 "“Seller Intangible Property"”), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could would not reasonably be expected to have a Company Material Adverse Effect. All of the Seller Intangible Property is owned or licensed by the Company or its Subsidiaries Sellers free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could would not reasonably be expected to have a Company Material Adverse Effect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any . (b) The use of Seller Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.14, the use of the Intangible Property by the Company or its Subsidiaries Acquired Business does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any intellectual property right, trademark, trade name, patent, service markxxxx, xxpyright brand xxxx, 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 Sellers have not received any notice of any claim or otherwise knows know that any of the 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 Seller Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could would not reasonably be expected to have a Company Material Adverse Effect.

Intangible Property. The Company and its Subsidiaries possess or have adequate rights to use all trademarks(i) Section 5.1(o) of the Disclosure Statement sets forth a list of each patent, trademark, trade names, patentsname, service marksmark, brand marksxxand mark, brand names, computer programs, databasesxxand name, 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 the Subsidiary, 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 the Subsidiary, and all of the goodwill associated therewith, the "Intangible Property")) and indicates, except where with respect to each item of Intangible Property listed thereon, the failure to possess or have adequate rights to use such propertiesowner thereof and if applicable, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All name of the Intangible Property 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 foregoing is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liensliens, except those thatmortgages, individually pledges, security interests, levies, charges, options or in the aggregateany other encumbrances, have not had and could not reasonably be expected to have a Material Adverse Effect, restrictions or limitations of any kind whatsoever and neither the Company nor any such the Subsidiary has forfeited or otherwise relinquished received any Intangible Property which forfeiture, individually or in notice to the aggregate, effect that any other entity has had or could reasonably be expected to have a Material Adverse Effectany claim of ownership with respect thereto. Except as set forth on Schedule 3.14To the best knowledge of the Company, the use of the Intangible Property foregoing by the Company or its Subsidiaries and the Subsidiary does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, patent, trademark, patenttrade name, service mark, xxpyright xxand mark, xxand name, computer program, industrial design, copyright or any pending application therefor of any other person and there entity. Except as set forth in Section 5.1(o) of the Disclosure Schedule, no claims have been no claims made 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 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, individually or Intangible Property used in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effectconduct of their respective businesses as now conducted.

Intangible Property. The Company and its Subsidiaries 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 "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.143.19, the use of the Intangible Property by the Company or its 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 any trademark, patent, service markxxxx, xxpyright 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 Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse 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 (a) Part 3.21(a) of the Disclosure Letter sets forth a true, correct and its Subsidiaries possess or have adequate rights to use all trademarkscomplete list of each patent, trademark, 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 of each of the Company and its Subsidiaries (collectivelygoodwill associated therewith, the "Intangible Property")) and indicates, except where with respect to each item of Intangible Property listed thereon, the failure to possess or have adequate rights to use such propertiesowner thereof and, individually or in if applicable, the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All 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 foregoing items of Intangible Property is are owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had Encumbrances and could not reasonably be expected to have a Material Adverse Effect, 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 Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effectclaim of ownership with respect thereto. Except as set forth on Schedule 3.14in Part 3.21(a) of the Disclosure Letter, to the knowledge of the Sellers, the use of the Intangible Property Property, or any other intellectual property owned or licensed by another Person which is used by the Company or its Subsidiaries in connection with the Business, does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any trademarkintellectual property right, patent, trademark, trade name, service markxxxx, xxpyright brand xxxx, brand name, computer program, industrial design, copyright or any pending application therefor of any other person and there or entity. Except as set forth in Part 3.21(a) of the Disclosure Letter, no claims have been no claims made 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 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, except the Company possesses all Intangible Property material to the Business, including, without limitation, all know-how, formulae and other proprietary and trade rights and trade secrets, necessary for the conduct of the Business as now conducted. Except as set forth in Part 3.21(b) of the Disclosure Letter, neither the Company nor YAR has taken or failed to take any action that would result in the forfeiture or relinquishment of any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or Intangible Property used in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effectconduct of the Business as now conducted.

Intangible Property. The Company and its Subsidiaries possess the Company Sub each possesses or have has adequate rights to use all trademarksCompany Intangible Property. Except as set forth on Schedule 4.1(p) to the Company Disclosure Letter, 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 (i) all of the Company and its Subsidiaries (collectively, the "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries the Company Sub free and clear of any and all LiensEncumbrances or (ii) the Company has a right to use the Company Intangible Property pursuant to a valid and enforceable, except those thatwritten license, individually sublicense or in agreement. Neither the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect, and neither operation of the business of the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.14, the use of the Intangible Property by the Company or its Subsidiaries does not conflict 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 including, without limitation, any intellectual property right, trade secret, trademark, trade name, patent, service mark, xxpyright brand mark, brand name, computer program, database, industrial dxxxxn, copyrxxxx or any pending application therefor of any other person Person and there have been no claims made 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, individually or agreements are in the aggregate, has not had full force and could not reasonably be expected to have a Material Adverse Effecteffect.

Intangible Property. The Company Set forth on SCHEDULE 5.16 is a list and its Subsidiaries possess or have adequate rights to use description of all foreign and domestic patents, 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 "Intangible PropertyRIGHTS"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All of the Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.14SCHEDULE 5.16: (a) the Company is 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"), and, to the knowledge of the Company or the Seller, has the exclusive right to use and license the same, free and clear of any claim or conflict with the rights of others; (b) no royalties, honorariums or fees are payable by the Company to any Person by reason of the ownership or use of any of the Intangible Property by the Company or its Subsidiaries does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including any trademark, patent, service mark, xxpyright or any pending application therefor of any other person and Property; (c) there have been no claims made and neither against the Company nor any of its Subsidiaries has received any notice of any claim or otherwise knows that any of asserting the Intangible Property is invalid or conflicts with the asserted rights of any other person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonmentinvalidity, cancellation abuse, misuse, or unenforceability of any of the Intangible Property, except and to the Seller's knowledge, no grounds for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation claims exist; (d) the Company has not made any claim of any violation or unenforceability that, individually or infringement by others of its rights in the aggregateIntangible Property, and to the Company's and the Seller's knowledge, no grounds for any such claims exist; (e) the Company has not had 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 not reasonably 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 expected to have adversely affected or lost as a Material Adverse Effectresult of the transactions contemplated by this Agreement.

Intangible Property. The Company (a) Part 3.21(a) of the Disclosure Letter sets forth a true, correct and its Subsidiaries possess or have adequate rights to use all trademarkscomplete list of each patent, trademark, 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 of each of the Company and its Subsidiaries (collectivelygoodwill associated therewith, the "Intangible Property")) and indicates, except where with respect to each item of Intangible Property listed thereon, the failure to possess or have adequate rights to use such propertiesowner thereof and, individually or in if applicable, the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All 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 foregoing items of Intangible Property is are owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had Encumbrances and could not reasonably be expected to have a Material Adverse Effect, 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 Intangible Property which forfeiture, individually or in claim of ownership with respect thereto. To the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.14knowledge of the Company and the Shareholder, the use of the Intangible Property Property, or any other intellectual property owned or licensed by another Person which is used by the Company or its Subsidiaries in connection with the Business, does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any trademarkintellectual property right, patent, trademark, trade name, service markxxxx, xxpyright brand xxxx, brand name, computer program, industrial design, copyright or any pending application therefor of any other person and there or entity. Except as set forth in Part 3.21(a) of the Disclosure Letter, no claims have been no claims made 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 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, except the Company possesses all Intangible Property material to the Business, including, without limitation, all know-how, formulae and other proprietary and trade rights and trade secrets, necessary for the conduct of the Business as now conducted. The Company has not taken or failed to take any action that would result in the forfeiture or relinquishment of any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or Intangible Property used in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effectconduct of the Business as now conducted.

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, individually or in the aggregate, properties has not had had, and could not reasonably be expected to have have, a Material Adverse Effect. All of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries subsidiaries free and clear of any and all Liensliens, claims or encumbrances, except those that, individually or in the aggregate, that have not had had, and could not reasonably be expected to have have, a Material Adverse Effect, and neither the Company nor any such Subsidiary subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeitureforfeiture has resulted, individually or in the aggregate, has had or could reasonably be expected to have result, in a Material Adverse Effect. Except as set forth on Schedule 3.14To the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service markxxxx, xxpyright brand xxxx, 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 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, individually or in the aggregate, that has not had and could not reasonably be expected to have a Material Adverse Effect.

Intangible Property. The Company and its the Company Subsidiaries own, possess or have adequate and defensible rights to use all 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 propertiesuse, individually or in the aggregate, has would not had and could not reasonably be expected to have constitute a Company Material Adverse Effect. All of the Company Intangible Property is owned or licensed by the Company or its the Company Subsidiaries free and clear of any and all Liens, except those thatas would not, individually or in the aggregate, have not had and could not reasonably be expected to have constitute a Company Material Adverse Effect, and neither the Company nor any such Company Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeitureexcept where the failure to own, possess, or have such adequate rights, individually or in the aggregate, has had or could reasonably be expected to have would not constitute a Company Material Adverse Effect. Except as set forth on Schedule 3.14in Section 3.1(n) of the Company Disclosure Letter, to the Knowledge of the Company, the use of the Company Intangible Property by the Company or its the Company Subsidiaries does not in any respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including goodwill in any trademark, patent, service mark, xxpyright or any pending application therefor Intangible Property of any other person and Person, 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 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 conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability thatas would not, individually or in the aggregate, has constitute a Company Material Adverse 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 had and could breach, violate or conflict with any instrument or agreement concerning any Company Intangible Property, will not reasonably be expected cause the forfeiture or termination or give rise to have 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. The Company and its Subsidiaries possess or have adequate rights to use all trademarks(i) Schedule 4.1(n) sets forth a list of each material trademark, 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, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. 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 Liensliens, except those that, individually claims or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effectencumbrances. Except as set forth on Schedule 3.144.1(n), to the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, xxpyright 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 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, individually or in the aggregate, 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 Effectthe knowledge of the Company, by any other party thereto.

Intangible Property. The Company Camco and its Subsidiaries possess or have adequate rights to use all 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 "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, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. All all of the Camco Intangible Property is owned or licensed by the Company Camco or its Subsidiaries free and clear of any and all Liensliens, claims or encumbrances, except those that, individually or in the aggregate, have failure to so own would not had and could not reasonably be expected to have a Material Adverse Effect, and neither Effect on Camco. To the Company nor any such Subsidiary has forfeited or otherwise relinquished any Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.14knowledge of Camco, the use operation of the Intangible Property by the Company businesses of each of Camco or its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trade secret, trademark, trade name, patent, service markxxxx, xxpyright brand xxxx, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other person and there have been no claims 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 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 Camco Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, Property and would individually or in the aggregate, has not had and could not reasonably be expected to have aggregate result in a Material Adverse EffectEffect on Camco. All failures of the representations 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 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, individually or in the aggregate, has properties would not had and could not reasonably be expected to have a Material Adverse EffectEffect 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 Liensliens, claims or encumbrances, except those that, individually or in the aggregate, have that would not had and could not reasonably be expected to have a Material Adverse Effect, Effect on the Company and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture, individually or forfeiture would result in the aggregate, has had or could reasonably be expected to have a Material Adverse EffectEffect on the Company. Except as set forth on Schedule 3.14To the knowledge of the Company, the use of the Company Intangible Property by the Company or its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service markxxxx, xxpyright brand xxxx, 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 manner, that would result in the abandonment, cancellation or unenforceability of any of the Company Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has that would not had and could not reasonably be expected to have a Material Adverse EffectEffect on the Company.

Intangible Property. The Company and its Subsidiaries 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, individually or in the aggregate, has not had and could properties would not reasonably be expected to have a Company Material Adverse Effect. All 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 Letter, all of the Company Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liensliens, claims or encumbrances, except those that, individually or in the aggregate, have not had and could that are not reasonably be expected likely to have a Company Material Adverse Effect, and neither the Company nor any such Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture, individually or forfeiture would result in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Schedule 3.14, the The use of the Company Intangible Property by the Company or its Subsidiaries does not not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service markxxxx, xxpyright brand xxxx, brand name, computer program, database, industrial design, copyright or any pending application therefor of any other 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 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, individually or in the aggregate, has not had and could that would not reasonably be expected to have a Company Material Adverse Effect.

Intangible Property. The Company and its Subsidiaries 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 "Intangible Property"), except where the failure to possess or have adequate rights to use such properties, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse EffectEffect 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 Intangible Property is owned or licensed by the Company or its Subsidiaries free and clear of any and all Liens, except those that, individually or in the aggregate, have not had and could not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company, (ii) impair the ability of the Company to perform its material obligations under any of the Transaction Documents, 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 Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effectany effect referred to in clause (i), (ii) or (iii) above. Except as set forth on Schedule 3.14To the best knowledge of the Company, the use of the Intangible Property by the Company or its 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 any intellectual property right, trademark, trade name, patent, service markxxxx, xxpyright brand xxxx, brand name, computer program, database, industrial design, copyright or any pending application 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 that any of the Intangible Property is invalid or conflicts with the asserted rights of any other person Person or has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Intangible Property, except for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that, individually or in the aggregate, has not had and could not reasonably be expected to (i) have a Material Adverse EffectEffect on the Company, (ii) impair the ability of the Company to perform its 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 and its the Company Subsidiaries own, possess or have adequate rights to use all 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 propertiesproperty, individually or in the aggregate, has would not had and could not reasonably be expected to have constitute a Company Material Adverse Effect. All of the Company Intangible Property is owned or licensed by the Company or its the Company Subsidiaries free and clear of any and all Liens, except those thatas would not, individually or in the aggregate, have not had and could not reasonably be expected to have constitute a Company Material Adverse Effect, and neither the Company nor any such Company Subsidiary has forfeited or otherwise relinquished any Company Intangible Property which forfeiture, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse EffectProperty. Except as set forth on Schedule 3.14in Section 3.1(n) of the Company Disclosure Letter, to the Knowledge of the Company, the use of the Company Intangible Property by the Company or its the Company Subsidiaries does not in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including including, without limitation, any intellectual property right, trademark, trade name, patent, service markxxxx, xxpyright brand xxxx, brand name, computer program, database, industrial design, copyright or any pending application therefor therefor, of any other person and Person. 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 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 conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability thatas would not, individually or in the aggregate, has not had and could not reasonably be expected to have constitute a Company Material Adverse Effect.