Common use of Intellectual Property; License, Etc Clause in Contracts

Intellectual Property; License, Etc. In all material respects, the Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (together, "IP Rights") that are reasonably necessary for the operation of their respective businesses, without, to the Borrower's knowledge, conflict with the rights of any other Person. Except as specifically disclosed in Schedule 5.12, to the best knowledge of the Borrower as of the Closing Date, (a) no claim or litigation regarding any of the foregoing is pending or threatened and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or proposed, and (b) no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary, infringes upon any rights held by any other Person; which, in either case, could reasonably be expected to result in a Material Adverse Effect.