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

Intellectual Property; Licenses, Etc. Each Loan Party and its Restricted Subsidiaries own or possess the right to use all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secrets, know-how and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businesses, except to the extent that the failure to so own or possess the right to use such IP Rights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the business of each Loan Party and its Restricted Subsidiaries does not infringe, misappropriate or otherwise violate any IP Rights of any other Person except for such infringements, misappropriations or violations, which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validity, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Parent Borrower and its Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the their patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how how, database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businessesbusinesses as currently conducted and as proposed to be conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the each Borrower, the conduct operation of the business respective businesses of each Loan Party the Parent Borrower or any of its Subsidiaries as currently conducted and its Restricted Subsidiaries as proposed to be conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person Person, except for such infringements, misuses, misappropriations or violations, which, either violations individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the any Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how how, database rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that to the knowledge of the Borrower are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and its Restricted Subsidiaries the Borrower or any Subsidiary of the Borrower as currently conducted does not infringeinfringe upon, dilute, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, dilutions, misappropriations or violations, which, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businessesbusinesses as currently conducted and as proposed to be conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and the Borrower or any of its Restricted Subsidiaries as currently conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person except for such infringements, misuses, misappropriations or violations, which, either violations individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party To the knowledge of the Borrower, the Borrower and its Restricted Subsidiaries own (without restriction, free and clear of all Liens other than Liens permitted by Section 7.01), license or possess the right to use all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secretspatent rights, technology, software, know-how how, database rights, design rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) rights, whether owned or licensed (collectively, “IP Rights”) that are used in or otherwise reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that the such failure to so own own, license or possess the right to use such IP RightsRights or the existence of such Liens, in each case, either individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct no IP Rights, advertising, product, process, method, substance, part or other material used by any Loan Party or any of the business of each Loan Party and its Borrower’s Restricted Subsidiaries does not infringe, misappropriate in the operation of their respective businesses as currently conducted infringes upon or otherwise violate violates any IP Rights of rights held by any other Person except for such infringements, misappropriations infringements or violations, which, either individually or in the aggregate, would which could not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights, is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its the Borrower’s Restricted Subsidiaries (i) challenging the validitySubsidiaries, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Loan Party Parties and its Restricted their Subsidiaries own owns, licenses or possess possesses the right to use use, all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secretspatent rights, technology, software, know-how database rights, design rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are used or held for use in connection with and reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own own, license or possess the right to use any such IP Rights, either individually or in the aggregate, Rights would not reasonably be expected to have a Material Adverse Effect. To No IP Rights and, to the knowledge of the BorrowerLoan Parties’ knowledge, the conduct of the business of no advertising, product, process, method, substance, part or other material, in each case used by any Loan Party and or any of its Restricted Subsidiaries does not infringe, misappropriate or otherwise violate in the operation of their respective businesses as currently conducted infringes upon any IP Rights of rights held by any other Person except for such infringements, misappropriations or violations, which, either individually or in the aggregate, which would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any of the IP Rights, is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiaries, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. As of the Closing Date, (i) each Loan Party owns each copyright, patent or trademark listed in Schedule 13(a) or 13(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 13(a) or 13(b) to the Perfection Certificate are valid and in full force and effect, except, in each case, to the extent failure to own or possess such right to use or of such registrations to be valid and in full force and effect would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Loan Party Parties and its the Restricted Subsidiaries own own, license or possess the right to use all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secretspatent rights, technology, software, know-how database rights, design rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and, such IP Rights do not conflict with the rights of any Person, except to the extent that the failure to so own or possess the right to use absence of such IP RightsRights and such conflicts, either individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings and the Borrower, the conduct no IP Rights used by any Loan Party or any of the business of each Loan Party and its Restricted Subsidiaries does not infringein the operation of their respective businesses as currently conducted infringes upon any rights held by any Person, misappropriate or otherwise violate any IP Rights of any other Person except for such infringements, misappropriations or violations, which, either individually or in the aggregate, would which could not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any of the IP Rights owned by any Loan Party or any of the Restricted Subsidiaries, is no claim, investigation, suit or proceeding pending or, to the knowledge of Holdings and the Borrower, threatened in writing, against any Loan Party or any of its the Restricted Subsidiaries (i) challenging the validitySubsidiaries, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect. All registrations listed in Schedule 12(a) or 12(b) to the Perfection Certificate are valid and in full force and effect, except, in each case, to the extent the failure of such registrations to be valid and in full force and effect could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party and its Restricted Subsidiaries own own, or possess the right to use use, all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secrets, know-how and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businesses, except to the extent that the failure to so own own, or possess the right to use such IP Rights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the business of each Loan Party and its Restricted Subsidiaries does not infringe, misappropriate or otherwise violate any IP Rights of any other Person except for such infringements, misappropriations or violations, which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validity, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its each of the Restricted Subsidiaries own free and clear of all Liens (except for Liens permitted by Section 7.01), or possess the have a valid license or right to use use, all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secrets, know-how and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) Rights that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and the Borrower or any of its Restricted Subsidiaries as currently conducted does not infringeinfringe upon, misappropriate or otherwise violate any IP Rights held by any Person and to the knowledge of the Borrower, the Borrower and each Restricted Subsidiary’s IP Rights are not being infringed by any other Person except Person, except, in each case, for such infringements, misappropriations or violations, whichviolations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There Each license or other grant of IP Rights granted to the Borrower or a Restricted Subsidiary is no claimvalid and binding on the Borrower and the Restricted Subsidiary party thereto, investigationas applicable, suit or proceeding pending or, and to the knowledge of the Borrower, threatened each other party thereto, and is in writingfull force and effect and enforceable in accordance with its terms, against any Loan Party or any of its Restricted Subsidiaries (i) challenging except where the validityfailure to be valid, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringesbinding, misappropriatesenforceable and in full force and effect would not, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how how, database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businessesbusinesses as currently conducted and as proposed to be conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party the Borrower or any of its Subsidiaries as currently conducted and its Restricted Subsidiaries as proposed to be conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person Person, except for such infringements, misuses, misappropriations or violations, which, either violations individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a license or right to use use, all of the patents, trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secrets, know-how how, trade secrets and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that to the knowledge of the Borrower are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and its the Borrower or any Restricted Subsidiaries Subsidiary of the Borrower as currently conducted does not infringeinfringe upon, dilute, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, dilutions, misappropriations or violations, which, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Loan Party Parties and its Restricted their Subsidiaries own owns, licenses or possess possesses the right to use use, all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secretspatent rights, technology, software, know-how database rights, design rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are used or held for use in connection with and reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own own, license or possess the right to use any such IP Rights, either individually or in the aggregate, Rights would not reasonably be expected to have a Material Adverse Effect. To No IP Rights and, to the knowledge of the BorrowerLoan Parties’ knowledge, the conduct of the business of no advertising, product, process, method, substance, part or other material, in each case used by any Loan Party and or any of its Restricted Subsidiaries does not infringe, misappropriate or otherwise violate in the operation of their respective businesses as currently conducted infringes upon any IP Rights of rights held by any other Person except for such infringements, misappropriations or violations, which, either individually or in the aggregate, which would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any of the IP Rights, is no claim, investigation, suit or proceeding pending or, to the knowledge of the BorrowerBorrowers, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiaries, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. As of the Closing Date, (i) each Loan Party owns each copyright, patent or trademark listed in Schedule 12(a) or 12(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 12(a) or 12(b) to the Perfection Certificate are valid and in full force and effect, except, in each case, to the extent failure to own or possess such right to use or of such registrations to be valid and in full force and effect would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how database rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that to the knowledge of the Borrower are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and its Restricted Subsidiaries the Borrower or any Subsidiary of the Borrower as currently conducted does not infringeinfringe upon, dilute, misappropriate or otherwise violate any IP Rights of rights held by any other Person except for such infringements, dilutions, misappropriations or violations, which, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businessesbusinesses as currently conducted and as proposed to be conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and the Borrower or any of its Restricted Subsidiaries as currently conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person except for such infringements, misuses, misappropriations or violations, which, either violations individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businessesbusinesses as currently conducted and as proposed to be conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and the Borrower or any of its Restricted Subsidiaries as currently conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person except for such infringements, misuses, misappropriations or violations, which, either violations individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party the Borrower or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary Guarantor or Subsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Parent Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businessesbusinesses as currently conducted and as proposed to be conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Parent Borrower, the conduct operation of the business respective businesses of each Loan Party and the Parent Borrower or any of its Restricted Subsidiaries as currently conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person except for such infringements, misuses, misappropriations or violations, which, either violations individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Parent Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how how, database rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that to the knowledge of the Borrower are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and its Restricted Subsidiaries the Borrower or any Subsidiary of the Borrower as currently conducted does not infringeinfringe upon, dilute, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, dilutions, misappropriations or violations, which, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Parent Borrower and its Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how how, database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businessesbusinesses as currently conducted and as proposed to be conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Parent Borrower, the conduct operation of the business respective businesses of each Loan Party the Parent Borrower or any of its Subsidiaries as currently conducted and its Restricted Subsidiaries as proposed to be conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person Person, except for such infringements, misuses, misappropriations or violations, which, either violations individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Parent Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how how, trade secrets and other proprietary information, database rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that to the knowledge of the Borrower are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right have any such rights would not reasonably be expected to use such IP Rightshave, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and its Restricted Subsidiaries the Borrower or any Subsidiary of the Borrower as currently conducted does not infringeinfringe upon, dilute, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, dilutions, misappropriations or violationsviolations that would not reasonably be expected to have, which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party (a) Except as set forth on Schedule 4.28, each of the Borrower and its Restricted Subsidiaries own or possess license or otherwise have the right to use all of the trademarksPatents, Patent applications, Trademarks, Trademark applications, service marks, trade names, logosCopyrights, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secrets, know-how Copyright applications and other intellectual property Intellectual Property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary in all material respects for the operation of their respective businessesits business (taken as a whole), except without infringement upon or conflict with the rights of any other Person with respect thereto, and all such Intellectual Property owned by a Credit Party is subsisting and, to the extent that the knowledge of such party, valid and enforceable, has not been abandoned, and is not subject to any outstanding order, judgment or decree restricting its use or adversely affecting such party’s rights thereto, except, in each case, for such failure to so own possess such rights, infringements, conflicts, nonsubsistence, invalidity, unenforceability, abandonment or possess the right to use such IP Rightsoutstanding orders, either judgments or decrees, which, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct any of the business Borrower or its Subsidiaries, no slogan or other advertising device, product, process, method, substance or other Intellectual Property or goods bearing or using any Intellectual Property presently contemplated to be sold by or employed by any of each Loan Party and the Borrower or its Restricted Subsidiaries does not infringeinfringes any Patent, misappropriate Trademark, service xxxx, trade name, Copyright, license or otherwise violate any IP Rights of other Intellectual Property owned by any other Person except for such infringementsin any material respect, misappropriations and no claim or violations, which, either individually or in litigation regarding any of the aggregate, would not reasonably be expected to have a Material Adverse Effect. There foregoing is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrowerany Credit Party, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validityexcept for such infringements and conflicts which could not reasonably be expected to have, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Loan Party Parties and its Restricted their Subsidiaries own owns, or possess licenses or possesses the valid right to use use, all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secrets, know-how and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) Intellectual Property that are necessary for is material to the operation of their respective businessesthe business of the Borrower and its Subsidiaries, taken as a whole, as currently conducted, and, without known conflict with the rights of any Person, except to the extent that the failure to so own or possess the right to use such IP Rightsconflicts, either individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. To The conduct of the business of the Borrower and its Subsidiaries, taken as a whole, as currently conducted, does not infringe upon, misappropriate or otherwise violate any Intellectual Property of any Person and, to the knowledge of the Borrower, the conduct no Person infringes upon, misappropriates or otherwise violates any Intellectual Property of the business Borrower and its Subsidiaries, except in each case as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No written or, to the knowledge of each the Borrower, oral claim or litigation regarding any Intellectual Property of any Loan Party and or its Restricted Subsidiaries does not infringeis pending or, misappropriate to the knowledge of the Loan Parties, threatened against any Loan Party or otherwise violate any IP Rights of any other Person except for such infringements, misappropriations or violationsSubsidiary, which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validity, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party and each of its Restricted Subsidiaries own own, or possess the right to use use, all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secrets, know-how and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) Intellectual Property that are is necessary for the operation of their respective businessesbusinesses as currently conducted, free and clear of all Liens (other than Permitted Liens), except to the extent that the failure to so own or possess the right to use such IP Rightsas could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the BorrowerLoan Parties, neither the conduct operation of the business of each business, nor any product, service, process, method, substance, part or other material now used, or now contemplated to be used, by any Loan Party and or any of its Restricted Subsidiaries does not infringeinfringes, misappropriate misappropriates or otherwise violate violates upon any IP Rights of rights held by any other Person except in each case for such infringements, misappropriations or violationsother violations of rights, which, either individually or in the aggregate, which would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any of the foregoing is no claim, investigation, suit or proceeding pending or, to the knowledge of the BorrowerLoan Parties, threatened threatened, which, either individually or in writingthe aggregate, against could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Loan Parties, there has been no unauthorized use, access, interruption, modification, corruption or malfunction of any information technology assets or systems (or any information or transactions stored or contained therein or transmitted thereby) owned or used by any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiaries, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party Except as could not reasonably be expected to have a Material Adverse Effect, the Borrower and each of its Restricted Subsidiaries own own, or possess the right to use use, all of the trademarksTrademarks, service marks, trade names, logosCopyrights, trade dressPatents, goodwill associated with the foregoing, domain names, copyrights, patentspatent rights, trade secrets, know-how how, franchises, licenses and other intellectual property Intellectual Property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, except without conflict with the rights of any other Person. All Material Intellectual Property is owned by the Borrower and the other Loan Parties. Except as could not reasonably be expected to have a Material Adverse Effect, to the extent that knowledge of the failure Borrower, no product, service, process, method, substance, part or other material now used, or now contemplated to so own be used, by the Borrower or possess any of its Subsidiaries infringes, misappropriates or otherwise violates upon any rights held by any other Person. No claim or litigation regarding any of the right foregoing is pending or, to use such IP Rightsthe knowledge of the Borrower, threatened, which, either individually or in the aggregate, would not could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the business of each Loan Party and its Restricted Subsidiaries does not infringethere has been no unauthorized use, misappropriate access, interruption, modification, corruption or otherwise violate any IP Rights malfunction of any other Person except for such infringements, misappropriations information technology assets or violations, which, either individually systems (or in any information or transactions stored or contained therein or transmitted thereby) owned or used by the aggregate, would not reasonably be expected to have a Material Adverse Effect. There is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party Borrower or any of its Restricted Subsidiaries (i) challenging the validitySubsidiaries, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Parent Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businessesbusinesses as currently conducted and as proposed to be conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Parent Borrower, the conduct operation of the business respective businesses of each Loan Party and its Restricted the Parent Borrower or any of the Subsidiaries as currently conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person except for such infringements, misuses, misappropriations or violations, which, either violations individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Parent Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Loan Party Parties and its Restricted their Subsidiaries own owns, licenses or possess possesses the right to use use, all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secretspatent rights, technology, software, know-how database rights, design rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are used or held for use in connection with and reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own own, license or possess the right to use any such IP Rights, either individually or in the aggregate, Rights would not reasonably be expected to have a Material Adverse Effect. To No IP Rights and, to the knowledge of the BorrowerLoan Parties’ knowledge, the conduct of the business of no advertising, product, process, method, substance, part or other material, in each case used by any Loan Party and or any of its Restricted Subsidiaries does not infringe, misappropriate or otherwise violate in the operation of their respective businesses as currently conducted infringes upon any IP Rights of rights held by any other Person except for such infringements, misappropriations or violations, which, either individually or in the aggregate, which would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any of the IP Rights, is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiaries, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. As of the Closing Date, (i) each Loan Party owns each copyright, patent or trademark listed in Schedule 12(a) or 12(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 12(a) or 12(b) to the Perfection Certificate are valid and in full force and effect, except, in each case, to the extent failure to own or possess such right to use or of such registrations to be valid and in full force and effect would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its Restricted Subsidiaries own own, license or possess the right to use all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secretspatent rights, licenses, technology, software, know-how database rights, design rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and, to the knowledge of the Borrower, such IP Rights do not conflict with the rights of any Person, except to the extent that the such failure to so own own, license or possess the right to use or such IP Rightsconflicts, either individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the The business of each any Loan Party and its Restricted or any of their Subsidiaries as currently conducted does not infringeinfringe upon, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, misappropriations or and violations, which, either individually or in the aggregate, would which could not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any of the IP Rights, is no claim, investigation, suit or proceeding filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiaries, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect. Except pursuant to licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 5 to the Perfection Certificate are valid and subsisting, except, in each case, to the extent failure of such registrations to be valid and subsisting could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party and its Restricted Subsidiaries own or possess the right to use all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secrets, know-how and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businesses, except to the extent that the failure to so own or possess the right to use such IP Rights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the business of each Loan Party and its Restricted Subsidiaries does not infringe, misappropriate or otherwise violate any IP Rights of any other Person except for such infringements, misappropriations or violations, which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validity, 1004254246v19 ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party and its Restricted Subsidiaries own (excluding the Excluded Subsidiary) have good and marketable title to, or possess a valid license or (to the knowledge of any Loan Party) right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP RightsIntellectual Property”) that are necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrowerany Loan Party, the conduct operation of the business respective businesses of each the Loan Party and its Restricted Parties or any of their Subsidiaries (excluding the Excluded Subsidiary) as currently conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person except for such infringements, misuses, misappropriations or violations, which, either violations individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any Intellectual Property is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrowerany Loan Party, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitysuch Subsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secretssoftware, know-how database rights, rights of privacy and publicity and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businessesbusinesses as currently conducted and as proposed to be conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and its the Borrower or any of the Restricted Subsidiaries as currently conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, misuses, misappropriations or violations, which, either violations individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party Party, each Target Company Guarantor and its Restricted each of their Material Subsidiaries own own, or possess the right to use use, all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, patent rights, trade secrets, know-how how, franchises, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the IP Rights of any other Person, except to the extent that the for such failure to so own or possess the right to use such IP Rights, either individually or in the aggregate, would as could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct no product, service, process, method, substance, part or other material now used, or now contemplated to be used, by any Loan Party, any Target Company Guarantor or any of the business of each Loan Party and its Restricted their Subsidiaries does not infringeinfringes, misappropriate misappropriates or otherwise violate violates upon any IP Rights of held by any other Person except for such infringementsPerson. No claim or litigation regarding any of the foregoing is pending or, misappropriations or violationsto the knowledge of the Borrower, threatened, which, either individually or in the aggregate, would not could reasonably be expected to have a Material Adverse Effect. There is no claim, investigation, suit or proceeding pending or, to To the knowledge of the Borrower, threatened in writingthere has been no unauthorized use, against access, interruption, modification, corruption or malfunction of any information technology assets or systems (or any information or transactions stored or contained therein or transmitted thereby) owned or used by any Loan Party Party, any Target Company Guarantor or any of its Restricted Subsidiaries (i) challenging the validitytheir Subsidiaries, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how how, database rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that to the knowledge of the Borrower are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and its Restricted Subsidiaries the Borrower or any Subsidiary of the Borrower as currently conducted does not infringeinfringe upon, dilute, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, dilutions, misappropriations or violations, which, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how know- how, database rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that to the knowledge of the Borrower are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and its Restricted Subsidiaries the Borrower or any Subsidiary of the Borrower as currently conducted does not infringeinfringe upon, dilute, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, dilutions, misappropriations or violations, which, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a license or right to use use, all of the patents, trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secrets, know-how how, trade secrets and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that to the knowledge of the Borrower are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and its the Borrower or any Restricted Subsidiaries Subsidiary of the Borrower as currently conducted does not infringeinfringe upon, dilute, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, dilutions, misappropriations or violations, which, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.. 195

Intellectual Property; Licenses, Etc. Each Loan Party and its Restricted Subsidiaries own own, or possess the right to use use, all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secrets, know-how and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businesses, except to the extent that the failure to so own own, or possess the right to use such IP Rights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the business of each Loan Party and its Restricted Subsidiaries does not infringe, misappropriate or otherwise violate any IP Rights of any other Person except for such infringements, misappropriations or violations, which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validity, 1003651351v23 ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how how, database rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that to the knowledge of the Borrower are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and its Restricted Subsidiaries the Borrower or any Subsidiary of the Borrower as currently conducted does not infringeinfringe upon, dilute, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, dilutions, misappropriations or violations, which, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the 145 US-DOCS\122695800.10 knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and the Borrower or any of its Restricted Subsidiaries as currently conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person except for such infringements, misuses, misappropriations or violations, whichviolations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party the Borrower or any of its Restricted Subsidiaries (i) challenging the validitySubsidiaries, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted and as proposed to be conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and the Borrower or any of its Restricted Subsidiaries as currently conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person except for such infringements, misuse, misappropriations or violations, which, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted and as proposed to be conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and the Borrower or any of its Restricted Subsidiaries as currently conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person except for such infringements, misuse, misappropriations or violations, which, either violations individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party and its Restricted Subsidiaries own own, or possess the right to use use, all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secrets, know-how and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businesses, except to the extent that the failure to so own own, or possess the right to use such IP Rights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the business of each Loan Party and its Restricted Subsidiaries does not infringe, misappropriate or otherwise violate any IP Rights of any other Person except for such infringements, misappropriations or violations, which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse 152 Effect. There is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validity, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how how, database rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that 135 to the knowledge of the Borrower are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and its Restricted Subsidiaries the Borrower or any Subsidiary of the Borrower as currently conducted does not infringeinfringe upon, dilute, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, dilutions, misappropriations or violations, which, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that to the knowledge of the Borrower are necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and the Borrower or any of its Restricted Subsidiaries as currently conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person except for such infringements, misuses, misappropriations or violations, which, either violations individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, overtly threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Loan Party Parties and its the other Restricted Subsidiaries own owns, or possess the has a license or possesses a valid and enforceable right to use use, all of the trademarks, service marks, trade names, logosdomain names, trade dress, together with the goodwill associated with the foregoing, domain names, copyrights, patents, patent rights, technology, software, know-how, data, database rights, design rights, inventions, original works of authorship, trade dress, trade secrets, confidential information, know-how and other intellectual property rights (including how, as well as all registrations and applications for patents and registration of the foregoing) and all other intellectual property rights (collectively, “IP Rights”) that are used in or necessary for the operation of their respective businessesbusinesses as currently conducted, and, to the knowledge of the Company, without violation of the rights of any Person, except to the extent that the failure to so own such failures or possess the right to use such IP Rightsviolations, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the BorrowerCompany, the conduct of the respective business of each any Loan Party and its or other Restricted Subsidiaries Subsidiary as currently conducted does not infringe, misappropriate or otherwise violate any IP Rights of held by any other Person Person, except for to the extent such infringements, misappropriations or violations, violations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There No written claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the BorrowerCompany, threatened in writing, writing against any Loan Party or any of its other Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.. Each of the Loan Parties and the other Restricted Subsidiaries has complied with all applicable Laws relating to the privacy and security of personal information or personal data, except to the extent any non-compliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To 157 #95598837v24

Intellectual Property; Licenses, Etc. Each Loan Party and its Restricted Subsidiaries own or possess the right to use all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secrets, know-how and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businesses, except to the extent that the failure to so own or possess the right to use such IP Rights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the business of each Loan Party and its Restricted Subsidiaries does not infringe, #94013791v1296130652v5 1008495241v11008495241v6 #96130652v7 misappropriate or otherwise violate any IP Rights of any other Person except for such infringements, misappropriations or violations, which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validity, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how how, database rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that to the knowledge of the Borrower are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and its Restricted Subsidiaries the Borrower or any Subsidiary of the Borrower as currently conducted does not infringeinfringe upon, dilute, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, dilutions, misappropriations or violations, which, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.. 146

Intellectual Property; Licenses, Etc. Each Loan Party and its Restricted Subsidiaries own own, or possess the right to use use, all of the trademarks, service marks, trade names, logos, trade dress, domain names, goodwill associated with the foregoing, domain names, copyrights, patents, patent rights, licenses, database rights, technology, software, design rights, trade secrets, know-how and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businesses, except to the extent that the failure to so own or possess the right to use such IP Rights, either individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the business of each Loan Party and its Restricted Subsidiaries does not infringe, misappropriate or otherwise violate any IP Rights of any other Person except for such infringements, misappropriations or violations, which, either individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. There is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validity, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how how, database rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that to the knowledge of the Borrower are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and its Restricted Subsidiaries the Borrower or any Subsidiary of the Borrower as currently conducted does not infringeinfringe upon, dilute, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, dilutions, misappropriations or violations, which, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.. Section 5.16

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, 185 patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how how, database rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that to the knowledge of the Borrower are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and its Restricted Subsidiaries the Borrower or any Subsidiary of the Borrower as currently conducted does not infringeinfringe upon, dilute, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, dilutions, misappropriations or violations, which, either individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. As of the Second Amendment Effective Date, to the best knowledge of the Borrower, the information included in any Beneficial Ownership Certification provided on or prior to the Second Amendment Effective Date to any Lender in connection with this Agreement is true and correct in all respects.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its the Restricted Subsidiaries own have good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businessesbusinesses as currently conducted and as proposed to be conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the business respective businesses of each Loan Party and the Borrower or any of its Restricted Subsidiaries as currently conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person except for such infringements, misuses, misappropriations or violations, which, either violations individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect. SECTION 5.16.

Intellectual Property; Licenses, Etc. Each Loan Party The Borrower and its Restricted Subsidiaries own own, license or possess the right to use all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secretspatent rights, licenses, technology, software, know-how database rights, design rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and, to the knowledge of the Borrower, such IP Rights do not conflict with the rights of any Person, except to the extent that the such failure to so own own, license or possess the right to use or such IP Rightsconflicts, either individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the The business of each any Loan Party and its Restricted or any of their Subsidiaries as currently conducted does not infringeinfringe upon, misappropriate or otherwise violate any IP Rights of held by any other Person except for such infringements, misappropriations or and violations, which, either individually or in the aggregate, would which could not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any of the IP Rights, is no claim, investigation, suit or proceeding filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiaries, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would could reasonably be expected to have a Material Adverse Effect. Except pursuant to licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedules 9(A) and 9(B) to the Perfection Certificate are valid and subsisting, except, in each case, to the extent failure of such registrations to be valid and subsisting could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party and its Restricted Subsidiaries own own, or possess the right to use use, all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secrets, know-how and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businesses, except to the extent that the failure to so own own, or possess the right to use such IP Rights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the business of each Loan Party and its Restricted Subsidiaries does not infringe, misappropriate or otherwise violate any IP Rights of any other Person except for such infringements, misappropriations or violations, which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validity, 108 1003651351v23 ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Loan Party Parties and its Restricted their Subsidiaries own owns, licenses or possess possesses the right to use use, all of the trademarks, service marks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patents, trade secretspatent rights, technology, software, know-how database rights, design rights and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are used or held for use in connection with and reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except to the extent that where the failure to so own own, license or possess the right to use any such IP Rights, either individually or in the aggregate, Rights would not reasonably be expected to have a Material Adverse Effect. To No IP Rights and, to the knowledge of the BorrowerLoan Parties’ knowledge, the conduct of the business of no advertising, product, process, method, substance, part or other material, in each case used by any Loan Party and or any of its Restricted Subsidiaries does not infringe, misappropriate or otherwise violate in the operation of their respective businesses as currently conducted infringes upon any IP Rights of rights held by any other Person except for such infringements, misappropriations or violations, which, either individually or in the aggregate, which would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any of the IP Rights, is no claim, investigation, suit or proceeding pending or, to the knowledge of the Borrower, threatened in writing, against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiaries, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. As of the Closing Date, each Loan Party owns all such Loan Party’s IP Rights, and any registrations included in such IP Rights are valid and in full force and effect, except, in each case, to the extent failure to own or possess such right to use or of such registrations to be valid and in full force and effect would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party and its Restricted Subsidiaries own has good and marketable title to, or possess the a valid license or right to use use, all of the patents, patent rights, trademarks, service marksservicemarks, trade names, logos, trade dress, goodwill associated with the foregoing, domain names, copyrights, patentstechnology, trade secretssoftware, know-how how, database rights, rights of privacy and publicity, licenses and other intellectual property rights (including all registrations and applications for registration of the foregoing) (collectively, “IP Rights”) that are necessary for the operation of their respective businessesbusinesses as currently conducted and as proposed to be conducted, except to the extent that where the failure to so own or possess the right to use have any such IP Rightsrights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the BorrowerCompany, the conduct operation of the business respective businesses of each Loan Party the Company or any of its Subsidiaries as currently conducted and its Restricted Subsidiaries as proposed to be conducted does not infringeinfringe upon, misuse, misappropriate or otherwise violate any IP Rights of rights held by any other Person Person, except for such infringements, misuses, misappropriations or violations, which, either violations individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. There No claim or litigation regarding any IP Rights is no claim, investigation, suit or proceeding pending or, to the knowledge of the BorrowerCompany, threatened in writing, writing against any Loan Party or any of its Restricted Subsidiaries (i) challenging the validitySubsidiary, ownership or use of any IP Rights of such Loan Party or any of its Restricted Subsidiaries or (ii) alleging that the conduct of their respective businesses infringes, misappropriates, or otherwise violates the IP Rights of any other Person, in each case whichthat, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.. SECTION 5.16