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

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, product, process, method or substance used by the business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, to the knowledge of the Borrower, all registrations and applications for registration of IP Rights listed in Schedule 8(a) or 8(b) 8 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registrations and applications for registration is not to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectHoldings, the Borrower and each of its Restricted Subsidiaries own, license or possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could are not reasonably be expected likely to have result in a Material Adverse Effect. No advertisementHoldings, product, process, method or substance used by any Loan Party or any of the Borrower and its Subsidiaries in the operation of their respective businesses as currently conducted infringes do not infringe upon any IP Rights rights held by any Person except for such infringements which infringements, individually or in the aggregate could aggregate, which are not reasonably be expected likely to have result in a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, owned by Holdings, the Borrower and each of its Subsidiaries, is filed and presently pending or, to the knowledge of the BorrowerBorrower and Holdings, presently threatened against any Loan Party Holdings, the Borrower or any of its Subsidiaries, which, either individually or in the aggregate, could is reasonably be expected likely to have result in a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, on and as of the Closing Datedate hereof (i) each Loan Party owns and possesses the right to use, and has done nothing to authorize or enable any other Person to use, any copyright, patent or trademark listed in Schedule 9(a) or 9(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 8(a9(a) or 8(b9(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could is not reasonably be expected likely, individually or in the aggregate, to have result in a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Loan Parties and its their Restricted Subsidiaries ownowns, license licenses or possess possesses the right to use use, all of the trademarks, service marks, trade names, domain names, social media identifiers, source and business indicators, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights rights, trade secrets and all other intellectual property rights (collectively, “IP Rights”) that are used or held for use in connection with and reasonably necessary for the operation of their respective businesses as currently conducted, and, to except where the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to so own, license or possess the right to use any such IP Rights would not reasonably be expected to have a Material Adverse Effect. All registered, proprietary IP Rights are subsisting and unexpired, and to the Loan Parties’ knowledge, are valid and enforceable, in each case except to the extent the failure to be so subsisting or such conflicts, either individually unexpired or in the aggregate, could to be valid and enforceable would not reasonably be expected to have a Material Adverse Effect. No advertisementIP Rights and, to the Loan Parties’ knowledge, no advertising, product, process, method method, substance, part or substance other material, in each case used by any Loan Party or any of its Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights rights held by any other Person except for such infringements which infringements, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower The Company and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdatabase rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Borrower or Loan Party in the ordinary course of business, as of the Closing Date, to the knowledge of the Borrower, all registrations listed in Schedule 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Parent Borrower and its the Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesParent Borrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Parent Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) 5 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not 176 reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, product, process, method or substance used by the business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, to the knowledge of the Borrower, all registrations and applications for registration of IP Rights listed in Schedule 8(a) or 8(b) 8 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registrations and applications for registration is not to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except asEach Borrower and each of its Subsidiaries owns, individually or possess the right to use, all of the trademarks, service marks, trade names, trade dress, logos, domain names and all good will associated therewith, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses, computer software and other intellectual property rights (including all registrations and applications for registrations as the foregoing) (collectively, “IP Rights”) that are necessary for or otherwise used in the aggregateoperation of their respective businesses, could as currently conducted, without conflict with the rights of any other Person, except where the failure to own or possess the right to use any such IP Rights would not reasonably be expected to have a Material Adverse Effect. Holdings and its Subsidiaries hold all right, title and interest in and to their IP Rights free and clear of any Lien (other than Liens permitted by Section 7.01). No slogan or other advertising device, product, process, method, substance, part or other material or activity now employed, or now contemplated to be employed, by Holdings or any Subsidiary infringes upon, dilutes, misappropriates or otherwise violates any rights held by any other Person, except where such infringement, misappropriation, dilution or other violation would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiarieseach Borrower, such no person is infringing, misappropriating, diluting, or otherwise violating any IP Rights do not conflict with owned by Holdings, or its respective subsidiaries. To the rights knowledge of any Personeach Borrower, the IP Rights of Holdings, or its subsidiaries are valid and enforceable except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could as would not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries result in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in The Borrowers and the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its other Restricted Subsidiaries of the Parent 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, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for used in the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent the absence of such failure to ownIP Rights or the existence of such Liens, license or possess or such conflictsin each case, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrowers, no IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon upon, dilutes, misappropriates or otherwise violates any IP Rights rights held by any Person except for such infringements which infringement, dilution, misappropriation or other violation individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. To the knowledge of Borrowers, there is no infringement, dilution, misappropriation or other violation by any Person of any IP Rights of any Loan Party or any of its Restricted Subsidiaries except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the BorrowerBorrowers, presently threatened in writing by or against any Loan Party or any of its Restricted Subsidiaries, whichwhich has a reasonable likelihood of adverse determination, either individually or in the aggregate, could and such determination would reasonably be expected to have a Material Adverse Effect. Except pursuant The Borrowers and the other Restricted Subsidiaries of the Parent have taken commercially reasonable steps to written licenses and other user agreements entered into by each Loan Party protect the confidentiality of their material trade secrets in the ordinary course of businessaccordance with industry standards, as of determined by the Closing Date, all registrations listed Borrowers in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effecttheir reasonable business judgment.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent the absence of such failure to own, license or possess or IP Rights and such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, no IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its the Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Original Closing Date, all registrations listed in Schedule 8(a12(a) or 8(b12(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights rights, whether owned or licensed (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of Holdings or the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of Holdings or the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) on schedules to the Perfection Certificate applicable Intellectual Property Security Agreements entered into on the Closing Date are valid and in full force and effect, subsisting except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any other Person, except to the extent such failure to own, license or possess possess, or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower The Company and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrowers, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the BorrowerBorrowers, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Borrower or Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) 11 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Loan Parties and its Restricted their Subsidiaries own, license or possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-howhow database rights, rights in databasesright of privacy and publicity, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have have, as of the Closing Date, a Closing Date Material Adverse Effect, and thereafter, a Material Adverse Effect. No advertisement, product, process, method or substance used by The operation of the respective businesses of any Loan Party or any of its Subsidiaries in the operation of their respective businesses Subsidiary as currently conducted infringes does not infringe upon misuse, misappropriate or violate any IP Rights held by any Person except for such infringements which infringements, misuses, misappropriations or violations individually or in the aggregate aggregate, which could not reasonably be expected to have have, as of the Closing Date, a Closing Date Material Adverse Effect, and thereafter, a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its SubsidiariesSubsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of businesshave, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid a Closing Date Material Adverse Effect, and in full force and effectthereafter, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of Parent and the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries ownowns, license licenses, possesses or possess otherwise has the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasestrade secrets, database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective its businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such the failure to own, license or license, possess or otherwise have the right to use such conflictsIP Rights, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of Parent or the Borrower, product, process, method or substance used by any Loan Party or any of its Subsidiaries in Parent and the operation of their respective businesses as currently conducted infringes Restricted Subsidiaries’ present business operations do not infringe upon any IP Rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights owned, used or held for use by Parent or any Restricted Subsidiary is filed and presently pending or, to the knowledge of Parent or the Borrower, presently threatened threatened, against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as As of the Closing Date, all registrations and applications for registration of IP Rights under the name of each Loan Party listed in on Schedule 8(a11(a) or 8(band 11(b) to of the Perfection Certificate are solely owned by such Loan Party free and clean of all Liens, and are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not failure of any of the foregoing to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Lead Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesLead Borrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Lead Borrower, product, process, method or substance used by the business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Lead Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, to the knowledge of the Lead Borrower, all registrations and applications for registration of IP Rights listed in Schedule 8(a) or 8(b) 8 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registrations and applications for registration is not of IP Rights to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Parent Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent the absence of such failure to own, license or possess or IP Rights and such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Parent Borrower, no IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its the Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Parent Borrower, presently threatened against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a12(a) or 8(b12(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the legal right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licensesfranchises, technology, software, know-how, rights in databases, design rights licenses and other intellectual property rights (collectively, “"IP Rights”") that are reasonably necessary for the operation of their respective businesses Businesses. Set forth on Schedule 6.17 is a list of all IP Rights registered or pending registration with 58 the United States Copyright Office or the United States Patent and Trademark Office and owned by each Loan Party as currently conducted, and, to the knowledge of the Borrower Closing Date. Except for such claims and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, infringements that could not reasonably be expected to have a Material Adverse Effect. No advertisementEffect and except for such claim set forth on Schedule 6.17, product, process, method or substance used (a) no claim has been asserted and is pending by any Loan Party Person challenging or any questioning the use of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by or the validity or effectiveness of any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed Rights, and presently pending or, (b) to the knowledge of the BorrowerResponsible Officers of the Loan Parties, presently threatened against the use of any Loan Party IP Rights by the Borrower or any Subsidiary or the granting of its Subsidiaries, which, either individually a right or a license in respect of any IP Rights from the aggregate, could reasonably be expected to have a Material Adverse EffectBorrower or any Subsidiary does not infringe on the rights of any Person. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as As of the Closing Date, all registrations listed none of the IP Rights owned by any of the Loan Parties is subject to any licensing agreement, franchise agreement or similar arrangement except as set forth on Schedule 6.17. For the avoidance of doubt, if the claim on Schedule 6.17 shall result in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect, the Loan Parties hereby agree that the Lenders shall be under no obligation to make any Loan and the L/C Issuer shall be under no obligation to issue or extend any Letter of Credit hereunder.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Loan Parties and its Restricted their Subsidiaries own, license or otherwise possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, softwaretrade secrets, know-how, rights in databasesdatabase rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for material to the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to ownconflicts could not, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the best of the Loan Parties actual knowledge, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective the businesses as currently conducted infringes by each of the Loan Parties and their Subsidiaries does not infringe upon any IP Rights held by any Person and no other Person is infringing on their IP Rights except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding brought against any Loan Party alleging the infringement or misuse of the any IP Rights or otherwise relating to IP Rights is filed and presently pending or, to the knowledge of the BorrowerLoan Parties, presently threatened against any Loan Party or any of its Subsidiaries, whichwhich could, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of (i) each Loan Party owns and possesses the Closing Date, all registrations listed in right to use the IP Rights identified with such Loan Party’s name on Schedule 8(a11(a) or 8(b) 11(b), as applicable, to the Perfection Certificate Certificate, and (ii) the registrations and applications listed on Schedule 11(a) and 11(b) are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(aSchedules 9(A) or 8(band 9(B) to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights rights, whether owned or licensed (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of Holdings or the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of Holdings or the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) on the applicable schedules to the Perfection Certificate are valid and in full force and effect, subsisting except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Lead Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesLead Borrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Lead Borrower, product, process, method or substance used by the business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Lead Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, to the knowledge of the Lead Borrower, all registrations and applications for registration of IP Rights listed in Schedule 8(a) or 8(b) 7 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registrations and applications for registration is not to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Loan Parties and its Restricted their Subsidiaries own, license or otherwise possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, softwaretrade secrets, know-how, rights in databasesdatabase rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for material to the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to ownconflicts could not, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the best of the Loan Parties actual knowledge, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective the businesses as currently conducted infringes by each of the Loan Parties and their Subsidiaries does not infringe upon any IP Rights held by any Person and no other Person is infringing on their IP Rights except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding brought against any Loan Party alleging the infringement or misuse of the any IP Rights or otherwise relating to IP Rights is filed and presently pending or, to the knowledge of the BorrowerLoan Parties, presently threatened against any Loan Party or any of its Subsidiaries, whichwhich could, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of (i) each Loan Party owns and possesses the Closing Date, all registrations listed in right to use the IP Rights identified with such Loan Party’s name on Schedule 8(a11(a) or 8(b) 11(b), as applicable, to the Perfection Certificate Certificate, and (ii) the registrations and applications listed on Schedules 11(a) and 11(b) are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdatabase rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, product, process, method or substance used by the business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as As of the Closing Date, to the knowledge of the Borrower, all registrations and applications for registration of IP Rights listed in Schedule 8(a) or 8(b) 8 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registrations and applications for registration is not to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, Loan Parties and the Borrower and its other Restricted Subsidiaries ownowns, or has a license or possess the possesses a valid and enforceable right to use use, all of the trademarks, service marks, trade names, domain names, together with the goodwill associated with the #94164975v6 Exhibit 10.14 foregoing, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdata, database rights, design -274- #94164975v6 Exhibit 10.14 rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably used in or necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with without violation of the rights of any Person, except to the extent such failure to own, license failures or possess or such conflictsviolations, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the respective business of any Loan Party or other Restricted Subsidiary as currently conducted does not infringe, misappropriate or otherwise violate any IP Rights held by any other Person, except to the extent such infringements, misappropriations or violations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No advertisementwritten claim or litigation regarding any IP Rights is pending or, productto the knowledge of Borrower, process, method or substance used by threatened in writing against any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which other Restricted Subsidiary, which, either individually or in the aggregate could 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. No claim There has been no security breach or litigation regarding incident, unauthorized access or disclosure, or other compromise of any of the IP Rights is filed Loan Parties’ or the other Restricted Subsidiaries’ information technology assets and presently pending orequipment, computers, information technology systems, networks, hardware, software, websites, applications, data and databases, including the data and information of their respective customers and employees or collected, maintained, processed or stored by or on behalf of the Loan Parties or the other Restricted Subsidiaries, except to the knowledge of the Borrowerextent any such incident, presently threatened against any Loan Party access, disclosure or any of its Subsidiaries, whichother compromise, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, Loan Parties and the Borrower and its other Restricted Subsidiaries ownowns, or has a license or possess the possesses a valid and enforceable right to use use, all of the trademarks, service marks, trade names, domain names, together with the goodwill associated with the foregoing, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdata, database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably used in or necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with without violation of the rights of any Person, except to the extent such failure to own, license failures or possess or such conflictsviolations, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the respective business of any Loan Party or other Restricted Subsidiary as currently conducted does not infringe, misappropriate or otherwise violate any IP Rights held by any other Person, except to the extent such infringements, misappropriations or violations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No advertisementwritten claim or litigation regarding any IP Rights is pending or, productto the knowledge of Borrower, process, method or substance used by threatened in writing against any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which other Restricted Subsidiary, which, either individually or in the aggregate could 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. No claim There has been no security breach or litigation regarding incident, unauthorized access or disclosure, or other compromise of any of the IP Rights is filed Loan Parties’ or the other Restricted Subsidiaries’ information technology assets and presently pending orequipment, computers, information technology systems, networks, hardware, software, websites, applications, data and databases, including the data and information of their respective customers and employees or collected, maintained, processed or stored by or on behalf of the Loan Parties or the other Restricted Subsidiaries, except to the knowledge of the Borrowerextent any such incident, presently threatened against any Loan Party access, disclosure or any of its Subsidiaries, whichother compromise, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower The Borrowers and its their Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrowers, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the BorrowerBorrowers, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) 11 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) Holdings, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, and (ii) to the knowledge of any Responsible Officer of Holdings, the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person. To the Loan Parties’ knowledge, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No no advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrowerany Responsible Officer of any Loan Party, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) on Exhibit B to the Perfection Certificate are Security Agreement and on the schedules to the Intellectual Property Security Agreements are, to the knowledge of any Responsible Officer of any Loan Party, valid and in full force and effect, except, in each individual case, to the extent that such a registration is not being valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Lead Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently 4849-7283-2717 170 conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesLead Borrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Lead Borrower, product, process, method or substance used by the business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Lead Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, to the knowledge of the Lead Borrower, all registrations and applications for registration of IP Rights listed in Schedule 8(a) or 8(b) 8 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registrations and applications for registration is not of IP Rights to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in The Borrowers and the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its other Restricted Subsidiaries of the Parent 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, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for used in the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent the absence of such failure to ownIP Rights or the existence of such Liens, license or possess or such conflictsin each case, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrowers, no IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon upon, dilutes, misappropriates or otherwise violates any IP Rights rights held by any Person except for such infringements which infringement, dilution, misappropriation or other violation individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. To the knowledge of Borrowers, there is no infringement, dilution, misappropriation or other violation by any Person of any IP Rights of any Loan Party or any of its Restricted Subsidiaries except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the BorrowerBorrowers, presently threatened in writing by or against any Loan Party or any of its Restricted Subsidiaries, whichwhich has a reasonable likelihood of adverse determination, either individually or in the aggregate, could and such determination would reasonably be expected to have a Material Adverse Effect. Except pursuant The Borrowers and the other Restricted Subsidiaries of the Parent have taken commercially reasonable steps to written licenses and other user agreements entered into by each Loan Party protect the confidentiality of their material trade secrets in the ordinary course of businessaccordance with industry standards, as of determined by the Closing Date, all registrations listed Borrowers in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.their reasonable business judgment. 137

Intellectual Property; Licenses, Etc. Except as, individually or in (a) Members of the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries Group own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasestrade secrets, database rights, design rights and other intellectual property rights (and all registrations and applications for registration of any of the foregoing) (collectively, “IP Rights”) that are ), in each case reasonably necessary for the operation conduct of their respective businesses as currently conducted, and, except to the knowledge of extent that the Borrower and its Restricted Subsidiariesfailure to own, license or possess the right to use such IP Rights, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementAll such IP Rights are valid and in full force and effect, productexcept to the extent the failure of such IP Rights to be valid and in full force and effect could not reasonably be expected, process, method individually or substance used by any Loan Party or any of its Subsidiaries in the operation aggregate, to have a Material Adverse Effect. (b) The conduct of their respective businesses as currently conducted infringes upon the business of the Restricted Group does not infringe, misappropriate, dilute or otherwise violate any IP Rights held by any Person Person, except for such infringements which infringements, misappropriations, dilutions or violations, which, either individually or in the aggregate aggregate, could not reasonably be expected to have a Material Adverse Effect. No claim There is no claim, investigation, suit or litigation regarding any of the IP Rights is filed and presently proceeding pending or, to the knowledge of the Borrower, presently threatened in writing, against members of the Restricted Group (i) challenging the validity of any Loan Party or IP Rights held by any of its Subsidiariesthem or (ii) alleging that their respective use of any IP Rights or the conduct of their respective businesses infringes, misappropriates, dilutes or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as (c) As of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to Section II.B of the Perfection Certificate contains a true and complete list of all patents, patent applications, registered trademarks, trademark applications, registered copyrights and copyright applications that are valid and in full force and effect, except, in each individual case, to owned by members of the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse EffectRestricted Group. Section 5.17.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, Loan Parties and the Borrower and its other Restricted Subsidiaries ownowns, or has a license or possess the possesses a valid and enforceable right to use use, all of the trademarks, service marks, trade names, domain names, together with the goodwill associated with the foregoing, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdata, database rights, design rights rights, inventions, original works of authorship, trade dress, trade secrets, confidential information, know-how, as well as all registrations and applications for patents and registration and all other intellectual property rights (collectively, “IP Rights”) that are reasonably used in or necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with without violation of the rights of any Person, except to the extent such failure to own, license failures or possess or such conflictsviolations, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the respective business of any Loan Party or other Restricted Subsidiary as currently conducted does not infringe, misappropriate or otherwise violate any IP Rights held by any other Person, except to the extent such infringements, misappropriations or violations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No advertisementwritten claim or litigation regarding any IP Rights is pending or, productto the knowledge of Borrower, process, method or substance used by threatened in writing against any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which other Restricted Subsidiary, which, either individually or in the aggregate could 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. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to To the knowledge of the Borrower, presently threatened against any Loan Party there has been no security breach or incident, unauthorized access or disclosure, or other compromise of any of its the Loan Parties’ or the other Restricted Subsidiaries’ information technology assets and equipment, computers, information technology systems, networks, hardware, software, websites, applications, data and databases, including the data and information of their respective customers and employees or collected, maintained, processed or stored by or on behalf of the Loan Parties or the other Restricted Subsidiaries, whichexcept to the extent any such incident, access, disclosure or other compromise, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent the absence of such failure to own, license or possess or IP Rights and such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, no IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its the Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a12(a) or 8(b12(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, trade secrets, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing ClosingFourth Amendment Effective Date, all registrations listed in Schedule 8(a) or 8(b) VII to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, or validly license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasestrade secrets, database rights, design rights and other intellectual property or similar proprietary rights throughout the world (collectively, “IP Rights”) that are reasonably necessary for or used in the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all All registrations listed in Schedule 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower The BorrowerCompany and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrowerBorrowers, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the BorrowerBorrowerBorrowers, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Borrower or Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, or license or possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such the failure to own, or license or possess or the right to use, such conflictsIP Rights, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, no IP Rights, advertising product, process, method method, substance, part or substance other material used by any Loan Party or any of its the Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights rights held by any Person Person, except for such infringements which infringements, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiariesthe Restricted Subsidiaries (other than office actions issued in the ordinary course of prosecution of any pending applications for patents or applications for registration of other IP Rights), which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all All registrations listed in Schedule 8(a) or 8(b) to Section II.B of the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not failure to be valid and or in full force and effect could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower any Responsible Officer of Holdings and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No To the Loan Parties’ knowledge, no advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrowerany Responsible Officer of any Loan Party, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) on Exhibit B to the Perfection Certificate U.S. Security Agreement and on the schedules to the Intellectual Property Security Agreements are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower The BorrowerHoldings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could cwould not reasonably be expected to have a Material Adverse Effect. No advertisementTheTo the knowledge of the Borrower, product, process, method or substance used by the business of any Loan Party or any of its theirits Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which cwould not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could cwould reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) 11 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights rights, whether owned or licensed (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of Holdings or the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of Holdings or the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 Schedules 8(a) or and 8(b) to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except asEach of the Loan Parties and their Subsidiaries owns, individually licenses or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess possesses the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are used or held for use in connection with and reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementIP Rights and, to the Loan Parties’ knowledge, no advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted conducted, infringes upon any IP Rights rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of businessParty, on and as of the Closing DateDate (i) each Loan Party owns and possesses the right to use, and has not authorized any other Person to use, any copyright, patent or trademark listed in Schedule 12(a) or 12(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 8(a12(a) or 8(b12(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.. Section 5.17

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectHoldings, the Borrower and each of its Restricted Subsidiaries own, license or possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could are not reasonably be expected likely to have result in a Material Adverse Effect. No advertisementHoldings, product, process, method or substance used by any Loan Party or any of the Borrower and its Subsidiaries in the operation of their respective businesses as currently conducted infringes do not infringe upon any IP Rights rights held by any Person except for such infringements which infringements, individually or in the aggregate could aggregate, which are not reasonably be expected likely to have result in a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, owned by Holdings, the Borrower and each of its Subsidiaries, is filed and presently pending or, to the knowledge of the BorrowerBorrower and Holdings, presently threatened against any Loan Party Holdings, the Borrower or any of its Subsidiaries, which, either individually or in the aggregate, could is reasonably be expected likely to have result in a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, on and as of the Closing Datedate hereof (i) each Loan Party owns and possesses the right to use, and has done nothing to authorize or enable any other Person to use, any copyright, patent or trademark listed in Schedule 11(a) or 11(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 8(a11(a) or 8(b11(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could is not reasonably be expected likely, individually or in the aggregate, to have result in a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, trade secrets, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) VII to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, Loan Parties and the Borrower and its other Restricted Subsidiaries ownowns, or has a license or possess the possesses a valid and enforceable right to use use, all of the trademarks, service marks, trade names, domain names, together with the goodwill associated with the foregoing, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdata, database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably used in or necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with without violation of the rights of any Person, except to the extent such failure to own, license failures or possess or such conflictsviolations, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the respective business of any Loan Party or other Restricted Subsidiary as currently conducted does not infringe, misappropriate or otherwise violate any IP Rights held by any other Person, except to the extent such infringements, misappropriations or violations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No advertisementwritten claim or litigation regarding any IP Rights is pending or, productto the knowledge of Xxxxxxxx, process, method or substance used by threatened in writing against any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which other Restricted Subsidiary, which, either individually or in the aggregate could 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. No claim There has been no security breach or litigation regarding incident, unauthorized access or disclosure, or other compromise of any of the IP Rights is filed Loan Parties’ or the other Restricted Subsidiaries’ information technology assets and presently pending orequipment, computers, information technology systems, networks, hardware, software, websites, applications, data and databases, including the data and information of their respective customers and employees or collected, maintained, processed or stored by or on behalf of the Loan Parties or the other Restricted Subsidiaries, except to the knowledge of the Borrowerextent any such incident, presently threatened against any Loan Party access, disclosure or any of its Subsidiaries, whichother compromise, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.Section 5.15

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) Holdings, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, and (ii) to the knowledge of any Responsible Officer of Holdings, the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person. To the Loan Parties’ knowledge, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No no advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrowerany Responsible Officer of any Loan Party, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Amendment and Restatement Effective Date, all registrations listed in Schedule 8(aon Schedules 9(a), 9(b), 9(c) or 8(band 9(d) to the Perfection Certificate are and on the schedules to the Intellectual Property Security Agreements are, to the knowledge of any Responsible Officer of any Loan Party, valid and in full force and effect, except, in each individual case, to the extent that such a registration is not being valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent the absence of such failure to own, license or possess or IP Rights and such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, no IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its the Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, to the knowledge of the Borrower, as of the Closing Fourth Amendment and Restatement Effective Date, all registrations listed in Schedule 8(a12(a) or 8(b12(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, Loan Parties and the Borrower and its other Restricted Subsidiaries ownowns, or has a license or possess the possesses a valid and enforceable right to use use, all of the trademarks, service marks, trade names, domain names, together with the goodwill associated with the foregoing, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdata, database rights, 136 design rights rights, inventions, original works of authorship, trade dress, trade secrets, confidential information, know-how, as well as all registrations and applications for patents and registration and all other intellectual property rights (collectively, “IP Rights”) that are reasonably used in or necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesCompany, such IP Rights do not conflict with without violation of the rights of any Person, except to the extent such failure to own, license failures or possess or such conflictsviolations, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, the conduct of the respective business of any Loan Party or other Restricted Subsidiary as currently conducted does not infringe, misappropriate or otherwise violate any IP Rights held by any other Person, except to the extent such infringements, misappropriations or violations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No advertisementwritten claim or litigation regarding any IP Rights is pending or, productto the knowledge of Company, process, method or substance used by threatened in writing against any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which other Restricted Subsidiary, which, either individually or in the aggregate could 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. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to To the knowledge of the BorrowerCompany, presently threatened against any Loan Party there has been no security breach or incident, unauthorized access or disclosure, or other compromise of any of its the Loan Parties’ or the other Restricted Subsidiaries’ information technology assets and equipment, computers, information technology systems, networks, hardware, software, websites, applications, data and databases, including the data and information of their respective customers and employees or collected, maintained, processed or stored by or on behalf of the Loan Parties or the other Restricted Subsidiaries, whichexcept to the extent any such incident, access, disclosure or other compromise, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except asEach of the Loan Parties and their Subsidiaries owns, individually licenses or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess possesses the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are used or held for use in connection with and reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementIP Rights and, to the Loan Parties’ knowledge, no advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted conducted, infringes upon any IP Rights rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of businessParty, on and as of the Closing DateDate (i) each Loan Party owns and possesses the right to use, and has not authorized any other Person to use, any copyright, patent or trademark listed in Schedule 12(a) or 12(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 8(a12(a) or 8(b12(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Loan Parties and its Restricted their Subsidiaries own, license or otherwise possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, softwaretrade secrets, know-how, rights in databasesdatabase rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for material to the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to ownconflicts could not, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the best of the Loan Parties’ actual knowledge, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective the businesses as currently conducted infringes by each of the Loan Parties and their Subsidiaries does not infringe upon any IP Rights held by any Person, and no other Person is infringing on their IP Rights, except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding brought against any Loan Party or any of its Subsidiaries alleging the infringement or misuse of any IP Rights or otherwise relating to IP rights is filed and presently pending or, to the knowledge of the BorrowerLoan Parties, presently threatened against any Loan Party or any of its Subsidiaries, whichwhich could, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party Debtor (other than Basell GmbH) in the ordinary course of business, as of each Debtor (other than Basell GmbH) owns and possesses the Closing Date, all registrations listed in right to use the IP Rights identified with such Debtor’s name on Schedule 8(a) or 8(b) 9 to the Perfection Certificate Certificate, and the registrations and applications listed on such Schedule 9 are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and each of its Restricted Subsidiaries own, license or possess the valid and enforceable right to use use, any and all of intellectual property or other similar proprietary rights throughout the world, including any and all trademarks, service marks, trade names, domain names, copyrights, design rights, patents, patent rights, licenses, technology, software, trade secrets, know-how, rights in databases, design database rights and other intellectual property rights all related documentation, registrations, additions, improvements or accessions, and all goodwill associated with the foregoing (collectively, “IP Rights”) that are reasonably used in, held for use in or otherwise necessary for the operation of their respective businesses as currently conductedbusinesses, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, other Person except to for those the extent such failure to own, license own or possess or such conflictsa valid and enforceable right to use, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used All IP Rights owned by any Loan Party the Borrower or any of its Subsidiaries in are owned solely and exclusively by the operation Borrower or any of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which its Subsidiaries, free and clear of all Liens, other than Permitted Liens, other than as, either individually or in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. The IP Rights owned by, or exclusively licensed to, the Borrower or its Subsidiaries are valid, subsisting and enforceable and are not subject to any outstanding consent, settlement, decree, order, injunction, judgment or ruling restricting the ownership, use, validity or enforceability thereof, other than as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The operation of the respective businesses of the Borrower or any of its Subsidiaries does not infringe upon, dilute, misappropriate or violate any rights held by any other Person, other than as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiariesthreatened, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant The Borrower and its Subsidiaries have taken all actions necessary to written licenses maintain, protect and enforce the IP Rights owned by, or exclusively licensed to, the Borrower or its Subsidiaries, including, as applicable, payment of applicable maintenance fees and filing of applicable statements of use, other user agreements entered into by each Loan Party than as, either individually or in the ordinary course of businessaggregate, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent the absence of such failure to own, license or possess or IP Rights and such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, no IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its the Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, to the knowledge of the Borrower, as of the Closing Amendment and Restatement Effective Date, all registrations listed in Schedule 8(a12(a) or 8(b12(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except asSchedule 5.14 sets forth a complete and accurate list of all registered, individually patented or applied for Material Intellectual Property on the Closing Date, of each Loan Party and its Subsidiaries, showing as of the Closing Date the jurisdiction in the aggregate, could not reasonably be expected to have a which each such Credit Agreement Material Adverse EffectIntellectual Property is registered, the Borrower registration number and the date of registration. Each Loan Party and its Restricted Subsidiaries own, license or possess the right to use use, all of the material trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, database rights in databases, and design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower operated by each Loan Party and its Restricted Subsidiaries, such IP Rights do not Subsidiaries without conflict with the rights of any other Person, except to the extent such failure to own, license own or possess the right to use or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of Borrowers, productno trademarks, processservicemarks, method copyrights, logos, designs, slogans or substance other advertising devices, products, processes, methods, substances, part or other material, as currently used or employed by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted Restricted Subsidiary, infringes upon any IP Rights rights held by any other Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights foregoing is filed and presently pending or, to the actual knowledge of the any Borrower, presently threatened against any Loan Party or any of its Subsidiariesthreatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, Loan Parties and the Borrower and its other Restricted Subsidiaries ownowns, or has a license or possess the possesses a valid and enforceable right to use use, all of the trademarks, service marks, trade names, domain names, together with the goodwill associated with the foregoing, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdata, database rights, design rights rights, inventions, original works of authorship, trade dress, trade secrets, confidential information, know-how, as well as all registrations and applications for patents and registration and all other intellectual property rights (collectively, “IP Rights”) that are reasonably used in or necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesCompany, such IP Rights do not conflict with without violation of the rights of any Person, except to the extent such failure to own, license failures or possess or such conflictsviolations, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, the conduct of the respective business of any Loan Party or other Restricted Subsidiary as currently conducted does not infringe, misappropriate or otherwise violate any IP Rights held by any other Person, except to the extent such infringements, misappropriations or violations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No advertisementwritten claim or litigation regarding any IP Rights is pending or, productto the knowledge of Company, process, method or substance used by threatened in writing against any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which other Restricted Subsidiary, which, either individually or in the aggregate could 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. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to To the knowledge of the BorrowerCompany, presently threatened against any Loan Party there has been no security breach or incident, unauthorized access or disclosure, or other compromise of any of its the Loan Parties’ or the other Restricted Subsidiaries’ information technology assets and equipment, computers, information technology systems, networks, hardware, software, websites, applications, data and databases, including the data and information of their respective customers and employees or collected, maintained, processed or stored by or on behalf of the Loan Parties or the other Restricted Subsidiaries, whichexcept to the extent any such incident, access, disclosure or other compromise, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Each of the Borrower and its the Restricted Subsidiaries ownowns, license licenses, possesses or possess otherwise has the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasestrade secrets, database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective its businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such the failure to own, license or license, possess or otherwise have the right to use such conflictsIP Rights, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes Borrower and the Restricted Subsidiaries’ present business operations do not infringe upon any IP Rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights owned, used or held for use by the Borrower or any Restricted Subsidiary is filed and presently pending or, to the knowledge of the Borrower, presently threatened threatened, against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as As of the New Incremental Term Loan Closing Date, all registrations and applications for registration of IP Rights under the name of each Loan Party listed in on Schedule 8(a11(a) or 8(band 11(b) to of the Perfection Certificate are solely owned by such Loan Party free and clear of all Liens (other than Liens permitted hereunder), and are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not failure of any of the foregoing to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdatabase rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe any IP Rights held by any Person except for such infringements which individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights rights, whether owned or licensed (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of Holdings or the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of Holdings or the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) on schedules to the Perfection Certificate applicable Intellectual Property Security Agreements entered into on the Closing Date are valid and in full force and effect, subsisting except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.. 109

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights rights, whether owned or licensed (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of Holdings or the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of Holdings or the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) on schedules to the Perfection Certificate applicable Intellectual Property Security Agreements entered into on the Closing Date are valid and in full force and effect, subsisting except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.. 137

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, product, process, method or substance used by the business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually 182 or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, to the knowledge of the Borrower, all registrations and applications for registration of IP Rights listed in Schedule 8(a) or 8(b) 8 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registrations and applications for registration is not to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights rights, whether owned or licensed (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of Holdings or the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of Holdings or the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) on schedules to the Perfection Certificate applicable Intellectual Property Security Agreements entered into on the Closing Date are valid and in full force and effect, subsisting except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.. 112

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdatabase rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, product, process, method or substance used by the business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as As of the Closing Date, to the knowledge of the Borrower, all registrations and applications for registration of IP Rights listed in Schedule 8(a) or 8(b) 8 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registrations and applications for registration is not to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.. 112

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Each of the Borrower and its the Restricted Subsidiaries ownowns, license licenses, possesses or possess otherwise has the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasestrade secrets, database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective its businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such the failure to own, license or license, possess or otherwise have the right to use such conflictsIP Rights, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes Borrower and the Restricted Subsidiaries’ present business operations do not infringe upon any IP Rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights owned, used or held for use by the Borrower or any Restricted Subsidiary is filed and presently pending or, to the knowledge of the Borrower, presently threatened threatened, against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as As of the Closing Date, all registrations and applications for registration of IP Rights under the name of each Loan Party listed in on Schedule 8(a11(a) or 8(band 11(b) to of the Perfection Certificate are solely owned by such Loan Party free and clear of all Liens (other than Liens permitted hereunder), and are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not failure of any of the foregoing to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or 143 possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written 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 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.