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

Intellectual Property; Licenses, Etc. Each of the Borrower and its Restricted Subsidiaries owns, or possesses the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secrets, and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent such failure to 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. To the knowledge of the Borrower, the conduct of the Borrower and its Restricted Subsidiaries’ business does not infringe upon the intellectual property rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Parties and its the other Restricted Subsidiaries ownsown, license or possesses possess the right to use, all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, technology, software, know-howhow database rights, design rights and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and, to the knowledge of the Borrower, without conflict with violation of the rights of any other Person, except to the extent such failure to own or possess the right to use or such conflictsviolations, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the Borrower and its Restricted Subsidiaries’ business does not no such IP Rights infringe upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing such IP Rights, is pending or, to the knowledge of the Borrower, threatenedthreatened against any Loan Party or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Parties and its Restricted their Subsidiaries ownsown, license or possesses possess the right to use, use all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, licenses, technology, software, know-howhow database rights, rights of privacy and applications for registration of or goodwill associated with the foregoing, as applicable publicity and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, without conflict with the rights of any other Person, except to the extent such failure to own own, license or possess the right to use or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. To the knowledge The operation of the Borrower, the conduct businesses of the Borrower and its Restricted Subsidiaries’ business any Loan Party or Subsidiary as currently conducted does not infringe upon the intellectual property upon, misuse, misappropriate or violate any rights held by any other Person except for such infringements, misuses, misappropriations or violations, individually or in the aggregate, which could would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing IP Rights is pending or, to the knowledge of the BorrowerLoan Parties, threatenedthreatened against any Loan Party or any Subsidiary thereof, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Party and its each Restricted Subsidiaries ownsSubsidiary thereof own, or possesses possess the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secretspatents, patent rights, franchises, licenses and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and, without conflict with the rights of any other Person, except to the extent such failure to own or possess the right to use or such conflictsconflict, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Borrower, the conduct of the Borrower and its no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party or any Restricted Subsidiaries’ business does not infringe Subsidiary thereof infringes upon the intellectual property any rights held by any other Person Person, except for to the extent such infringementsconflicts, either individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Parties and its the Restricted Subsidiaries owns, licenses, possesses or possesses otherwise has the right to use, use all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, licenses, technology, software, know-how, database rights, design rights, trade secrets and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for used in the operation of their respective businesses, without conflict with the rights of any other Personbusinesses as currently conducted, except to the extent such the failure to own own, license, possess or possess otherwise have the right to use or such conflictsIP Rights, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of Loan Parties’ and the Borrower and its Restricted Subsidiaries’ present business does operations do not infringe upon the intellectual property rights any IP Rights held by any other Person Person, except for such infringementsinfringements that, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No As of the Closing Date, no claim or litigation regarding any of the foregoing IP Rights, is pending or, to the knowledge of the Borrower, threatened, which, either individually threatened against any Loan Party or in the aggregate, could reasonably be expected to have a Material Adverse Effectany Restricted Subsidiary.

Intellectual Property; Licenses, Etc. Each of the Borrower and each of its Restricted Subsidiaries ownsown, license or possesses possess the right to use, all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, licenses, technology, software, know-how, database rights, right of privacy and applications for registration of or goodwill associated with the foregoingpublicity, as applicable and all other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and, without conflict with the rights of any other Person, except to the extent such failure to 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. To the knowledge The operation of the Borrower, the conduct respective businesses of the any Borrower and its Restricted Subsidiaries’ business or any Subsidiary as currently conducted does not infringe upon the intellectual property upon, misuse, misappropriate or violate any rights held by any other Person Person, except for such infringements, misuses, misappropriations or violations which could not, either individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing IP Rights is pending or, to the knowledge or threatened in writing against any Borrower or any of the Borrower, threatenedits Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the The Borrower and its Restricted Subsidiaries ownsown, license or possesses possess the right to use, use all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, licenses, technology, software, know-howhow database rights, design rights and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, without and such IP Rights do not conflict with the rights of any other Person, except to the extent the absence of such failure to own or possess the right to use or IP Rights and such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the respective businesses of the Borrower and its Restricted Subsidiaries’ business Subsidiaries as currently conducted does not infringe upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing IP Rights is pending or, to the knowledge of the Borrower, threatenedthreatened in writing against any Loan Party or any of the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower and its Restricted Subsidiaries ownsExcept, or possesses the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secrets, and know-how, and applications for registration of or goodwill associated with the foregoingin each case, as applicable (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent such failure to 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. To the knowledge of the Borrower: Holdings, the conduct of the Borrower and 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 database rights, design rights and other rights to Intellectual Property that are reasonably necessary for the operation of their businesses as currently conducted, and, without conflict with the rights of any Person. No Intellectual Property, advertising, product, process, method, substance, part or other material used by Holdings, the Borrower or any Restricted Subsidiary in the operation of its Restricted Subsidiaries’ business does not infringe as currently conducted infringes upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing Intellectual Property is pending or, to the knowledge of Holdings, the Borrower, threatenedand the Restricted Subsidiaries, threatened against Holdings, the Borrower or any Restricted Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Party and its each Restricted Subsidiaries Subsidiary thereof owns, or possesses the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secretspatents, patent rights, franchises, licenses and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesits business as currently conducted, and, without conflict with the rights of any other Person, except to the extent such failure to own or possess the right to use or such conflictsconflict, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Borrower, the conduct of the Borrower and its no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party or any Restricted Subsidiaries’ business does not infringe Subsidiary thereof infringes upon the intellectual property any rights held by any other Person Person, except for to the extent such infringementsconflicts, either individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Holdings and its each Restricted Subsidiaries Subsidiary owns, or possesses the right to use, all of the patents, trademarks, service marks, trade dress, Internet internet domain names, copyrights, trade secrets, and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent such failure to 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. To the knowledge of the BorrowerHoldings and any Restricted Subsidiary, the conduct of the Borrower Holdings’ and each of its Restricted Subsidiaries’ business does not infringe upon the intellectual property rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the BorrowerHoldings or any Restricted Subsidiary, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each of Holdings, the Borrower and its Restricted Subsidiaries owns, licenses or possesses the right to use, use all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secrets, and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable (collectively, “IP Rights”) Intellectual Property that are is reasonably necessary for the operation of their respective businessesits business substantially as currently conducted. No Intellectual Property used by Holdings, without conflict with the rights Borrower or any Restricted Subsidiary in the operation of its business as currently conducted infringes upon the Intellectual Property of any other Person, except to the extent for such failure to own or possess the right to use or such conflicts, either individually or in the aggregate, could infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the Borrower and its Restricted Subsidiaries’ business does not infringe upon the intellectual property rights held by any other Person except for such infringementshave, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing Intellectual Property is pending or, to the knowledge of Holdings and the Borrower, threatenedthreatened against Holdings, the Borrower or any Restricted Subsidiary, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower and its Restricted Subsidiaries owns, or possesses the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secrets, and know-how, and applications for registration of or goodwill associated with the foregoing, Except as applicable (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent such failure to own or possess the right to use or such conflicts, 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 Borrower and its Restricted Subsidiaries’ business does not infringe upon the intellectual property rights held by any other Person except for such infringementsexpected, individually or in the aggregate, which could to have a Material Adverse Effect, each of Holdings, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all Intellectual Property that is reasonably necessary for the operation of its business substantially as currently conducted. No Intellectual Property used by Holdings, the Borrower or any of its Restricted Subsidiaries in the operation of its business as currently conducted infringes upon the Intellectual Property of any Person, except for such infringements that would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. No claim or litigation regarding any of the foregoing Intellectual Property is pending or, to the knowledge of Holdings and the Borrower, threatenedthreatened against Holdings, the Borrower or any Restricted Subsidiary, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Parties and its Restricted their Subsidiaries ownsown, license or possesses possess the right to use, use all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, licenses, technology, software, know-howhow database rights, rights of privacy and applications for registration of or goodwill associated with the foregoing, as applicable publicity and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, without conflict with the rights of any other Person, except to the extent such failure to own own, license 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. To the knowledge The operation of the Borrower, the conduct businesses of the Borrower and its Restricted Subsidiaries’ business any Loan Party or Subsidiary as currently conducted does not infringe upon the intellectual property upon, misuse, misappropriate or violate any rights held by any other Person except for such infringements, misuses, misappropriations or violations, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing IP Rights is pending or, to the knowledge of the BorrowerLoan Parties, threatenedthreatened against any Loan Party or any Subsidiary thereof, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower and each of its Restricted Subsidiaries ownsown, or possesses possess the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secretspatents, patent rights, franchises, licenses and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable (collectively, “IP Rights”) other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent such failure to own or possess the right to use or such conflicts, either individually or in the aggregate, as could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the BorrowerBorrowers, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the conduct of the Borrower and its Restricted Subsidiaries’ business does not infringe Borrowers or any Subsidiary infringes upon the intellectual property any rights held by any other Person Person, except for such infringements, individually or in the aggregate, which as could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the BorrowerBorrowers, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the The Borrower and its the Restricted Subsidiaries ownsown, license, or possesses possess the right to use, use all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secrets, and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable (collectively, “IP Rights”) Intellectual Property that are is reasonably necessary for the operation of their respective businessesits business as currently conducted, and without conflict with the rights Intellectual Property of any other Person, except to the extent such failure to 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. To the knowledge of the Borrower, the conduct of No Intellectual Property used by the Borrower and or any Restricted Subsidiary in the operation of its Restricted Subsidiaries’ business does not infringe as currently conducted infringes upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which that could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing Intellectual Property is pending or, to the knowledge of the Borrower, threatenedthreatened in writing against the Borrower or any Restricted Subsidiary, whichthat, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower and its Restricted Subsidiaries ownsowns free from exclusive licenses to others, or possesses the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secrets, and know-how, and registrations, applications for registration of or of, and goodwill associated with the foregoing, as applicable (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without without, to the knowledge of the Borrower, conflict with the rights of any other Person, except to the extent such failure to 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. To the knowledge of the Borrower, the The conduct of the Borrower and its Restricted Subsidiaries’ business businesses does not infringe upon the intellectual property rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Parties and its their Restricted Subsidiaries ownsown, license or possesses possess the right to use, all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, technology, software, know-howhow database rights, design rights and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and, to the knowledge of the Borrower, without conflict with violation of the rights of any other Person, except to the extent such failure to own or possess the right to use or such conflictsviolations, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the Borrower and its Restricted Subsidiaries’ business does not no such IP Rights infringe upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing such IP Rights, is pending or, to the knowledge of the Borrower, threatenedthreatened against any Loan Party or Restricted Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the The Borrower and each of its Restricted Subsidiaries ownsown, license or possesses possess the right to use, all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, licenses, technology, software, know-how, database rights, right of privacy and applications for registration of or goodwill associated with the foregoingpublicity, as applicable and all other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and, without conflict with the rights of any other Person, except to the extent such failure to 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. To the knowledge The operation of the Borrower, the conduct respective businesses of the Borrower and its Restricted Subsidiaries’ business or any Subsidiary as currently conducted does not infringe upon the intellectual property upon, misuse, misappropriate or violate any rights held by any other Person Person, except for such infringements, misuses, misappropriations or violations which could not, either individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing IP Rights is pending or, to or threatened in writing against the knowledge Borrower or any of the Borrower, threatenedits Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of Parent, the Borrower and its Restricted Subsidiaries ownsown, license or possesses possess the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secrets, and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable (collectively, “IP Rights”) Intellectual Property that are is reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, without conflict with the rights Intellectual Property of any other Person, except to the extent such failure to 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. To the knowledge of the BorrowerNo Intellectual Property used by Parent, the conduct Borrower or any Restricted Subsidiary in the operation of the Borrower and its Restricted Subsidiaries’ business does not infringe as currently conducted infringes upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing Intellectual Property is pending or, to the knowledge of Parent and the Borrower, threatenedthreatened against Parent or any Restricted Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Parties and its the other Restricted Subsidiaries ownsown, license or possesses possess the right to use, all of the patents, trademarks, service marks, trade names, trade dress, Internet domain names, copyrights, trade secretspatents, and patent rights, technology, software, know-howhow database rights, design rights, trade secrets and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Personbusinesses as currently conducted, except to the extent such failure to own own, possess or possess have the right to use use, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and, to the knowledge of the Borrower, without violation of the rights of any Person, except to the extent such conflictsviolations, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of their respective businesses by the Borrower Loan Parties and its the other Restricted Subsidiaries’ business does Subsidiaries do not infringe upon the intellectual property or violate any rights held by any other Person except for such infringementsinfringements or violations, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing such IP Rights, is pending or, to the knowledge of the Borrower, threatenedthreatened against any Loan Party or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Parties and its Restricted their Subsidiaries ownsown, license or possesses possess the right to use, all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and technology, software, know-how, and applications for registration of or goodwill associated with the foregoing, as applicable other Intellectual Property (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, without and, and such IP Rights do not conflict with the rights of any other Person, except to the extent such failure to own own, license or possess such IP Rights or the right to use or existence of such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge The business of the Borrower, the conduct any Loan Party or any of the Borrower and its Restricted Subsidiaries’ business their Subsidiaries as currently conducted does not infringe upon the intellectual property rights any IP Rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing IP Rights, is pending or, to the knowledge of the Borrowerany Loan Party, threatenedthreatened against any Loan Party or any of their Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Party and its each Restricted Subsidiaries ownsSubsidiary thereof own, license or possesses possess or otherwise has the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secretspatents, patent rights and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and, to the knowledge of the Borrower, without conflict with the rights of any other Person, except to the extent such failure to own or possess the right to use or such conflictsconflict, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the Borrower and its no slogan or other advertising device, product, process, method, substance, part or other material now employed by any Loan Party or any Restricted Subsidiaries’ business does not infringe Subsidiary thereof infringes upon the intellectual property rights any IP Rights held by any other Person Person, except for to the extent such infringementsconflicts, either individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is now pending or, to the knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Parties and its their Restricted Subsidiaries ownsown, license or possesses possess the right to use, all of the patents, material trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, licenses, technology, software, know-howhow database rights, design rights and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and without conflict with the rights of any other Person, except to the extent such failure to 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. To No IP Rights used by any Loan Party or any Restricted Subsidiary in the knowledge operation of the Borrower, the conduct of the Borrower and its Restricted Subsidiaries’ business does not infringe their respective businesses as currently conducted infringes upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing IP Rights, is pending or, to the knowledge of the Borrower, threatenedthreatened against any Loan Party or Restricted Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Parties and its the other Restricted Subsidiaries ownsown, license or possesses possess the right to use, all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, technology, software, know-howhow database rights, design rights and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and, to the knowledge of the Borrowers, without conflict with violation of the rights of any other Person, except to the extent such failure to own or possess the right to use or such conflictsviolations, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the BorrowerBorrowers, the conduct of the Borrower and its Restricted Subsidiaries’ business does not no such IP Rights infringe upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing such IP Rights, is pending or, to the knowledge of the BorrowerBorrowers, threatenedthreatened against any Loan Party or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Party and its Restricted Subsidiaries ownsown, or possesses possess the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secretspatents, patent rights and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) and franchises and operating licenses that are reasonably necessary for the operation of their respective businesses, without without, to the knowledge of the Borrower, conflict with the rights of any other Person, except to the extent such failure conflicts or failures to own or possess the right to use or such conflictsrights, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the Borrower and its no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party or any Restricted Subsidiaries’ business does not infringe Subsidiary infringes upon the any intellectual property rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatenedthreatened in writing, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of Holdings and the Borrower and its Restricted Subsidiaries ownsown, license or possesses possess the right to use, all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, licenses, technology, software, know-howhow database rights, design rights and applications for registration of or goodwill associated with the foregoing, as applicable (collectively, “IP Rights”) other rights to Intellectual Property that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and, without conflict with the rights of any other Person, except for the Disclosed Matters and except to the extent such failure to 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. To No Intellectual Property, advertising, product, process, method, substance, part or other material used by Holdings or any Subsidiary in the knowledge operation of the Borrower, the conduct of the Borrower and its Restricted Subsidiaries’ business does not infringe as currently conducted infringes upon the intellectual property any rights held by any other Person except for the Disclosed Matters and except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No Except for the Disclosed Matters, no claim or litigation regarding any of the foregoing Intellectual Property is pending or, to the knowledge of Holdings and the Borrower, threatenedthreatened against Holdings or any Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Parent Borrower and its Restricted Subsidiaries owns, or possesses the right to use, all of the patents, trademarks, service marks, trade dress, Internet internet domain names, copyrights, trade secrets, and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent such failure to 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. To the knowledge of the Parent Borrower, the conduct of the Borrower each of Parent Borrowers’ and its Restricted Subsidiaries’ business does not infringe upon the intellectual property rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Parent Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Holdings and its each Restricted Subsidiaries Subsidiary owns, or possesses the right to use, all of the patents, trademarks, service marks, trade dress, Internet internet domain names, copyrights, trade secrets, and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent such failure to 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. To the knowledge of the BorrowerHoldings and any Restricted Subsidiary, the conduct of the Borrower Holdings’ and each of its Restricted Subsidiaries’ business does not infringe upon the intellectual property rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a US_ACTIVE:\44299297\214\35899.0483 Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the BorrowerHoldings or any Restricted Subsidiary, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower and its Restricted Subsidiaries owns, or possesses the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secrets, and know-how, and applications for registration of or goodwill associated with the foregoing, Except as applicable (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent such failure to 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, each of Holdings, the Borrower and the Restricted Subsidiaries owns, licenses or possesses the right to use all Intellectual Property that is reasonably necessary for the operation of its business substantially as currently conducted. To the knowledge of Holdings and the Borrower, the conduct of no Intellectual Property used by Holdings, the Borrower and or any Restricted Subsidiary in the operation of its Restricted Subsidiaries’ business does not infringe as currently conducted infringes upon the intellectual property rights held by Intellectual Property of any other Person except for such infringementsinfringements that could not reasonably be expected to have, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing Intellectual Property is pending or, to the knowledge of Holdings and the Borrower, threatenedthreatened in writing against Holdings, the Borrower or any Restricted Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Parties and its the other Restricted Subsidiaries ownsown, license or possesses possess the right to use, all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, patents, patent rights, technology, software, trade secrets, and know-how, database rights, design rights and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and without conflict with violation of the rights of any other Person, except to the extent such failure to own or possess the right to use or such conflictsviolations, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and free and clear of all Liens. To No such IP Rights nor the knowledge operation of the Borrower, the conduct businesses of the Borrower Loan Parties and its the Restricted Subsidiaries’ business does not Subsidiaries infringe upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing such IP Rights is pending or, to the knowledge of the Borrower, threatenedthreatened in writing (including “cease and desist” letters and invitations to take a patent license) against any Loan Party or Restricted Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Party and its Restricted Subsidiaries ownsown, or possesses possess the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secretspatents, patent rights, franchises, licenses, database rights and know-how, design rights and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “"IP Rights”RIGHTS") that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent such failure to 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. To the knowledge of the BorrowerBorrowers, the conduct of the Borrower and its no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party or any Restricted Subsidiaries’ business does not infringe Subsidiary infringes upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the BorrowerBorrowers, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Parent Borrower and its Restricted Subsidiaries owns, or possesses the right to use, all of the patents, trademarks, service marks, trade dress, Internet internet domain names, copyrights, trade secrets, and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent such failure to 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. To the knowledge of the Parent Borrower, the conduct of each of the Borrower Parent Borrower’s and its Restricted Subsidiaries’ business does not infringe upon the intellectual property rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Parent Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower Loan Parties and its the other Restricted Subsidiaries ownsown, license or possesses possess the right to use, use all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, technology, software, know-howhow database rights, design rights and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted and, to the knowledge of the Borrower, without conflict with violation of the rights of any other Person, except to the extent such failure to own or possess the right to use or such conflictsviolations, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the Borrower and its Restricted Subsidiaries’ business does not no such IP Rights infringe upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing such IP Rights, is pending or, to the knowledge of the Borrower, threatenedthreatened against any Loan Party or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each To the knowledge of the Borrower Borrower, each of the Loan Parties and its Restricted their Subsidiaries ownsown, license or possesses possess the right to use, all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, patents, patent rights, technology, software, know-how database rights, design rights, trade secrets, and know-how, and other intellectual property rights including any applications for registration of or goodwill associated with the foregoing, as applicable registrations relating thereto (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and, without conflict with the rights of any other Person, except to the extent such failure to own or possess the right to use or such conflicts, either individually or in the aggregate, US-DOCS\79529473.13 could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the Borrower and its Restricted Subsidiaries’ business does not no such IP Rights infringe upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing such IP Rights, is pending or, to the knowledge of the Borrower, threatenedthreatened against any Loan Party or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the The Borrower and its Restricted Subsidiaries ownsown, or possesses possess the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secretspatents, patent rights, franchises, licenses and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable (collectively, “IP Rights”) other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to where the extent such failure to own such property or possess the right to use or such conflicts, either individually or in the aggregate, could rights would not reasonably be expected to have a Material Adverse EffectEffect or where the failure to own such property or rights relates to a Subsidiary that was acquired within 60 days prior to the date such representation is being made and the Borrower is using reasonable efforts to obtain such property and rights. To the knowledge of the Borrower, the conduct of no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower and its Restricted Subsidiaries’ business does not infringe or any Subsidiary infringes upon the intellectual property any rights held by any other Person Person, except for where such infringements, individually or in the aggregate, which infringement could not reasonably be expected to have result in a Material Adverse Effect. No Except as specifically disclosed in Schedule 5.17, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower and its Restricted Subsidiaries ownsExcept, or possesses the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secrets, and know-how, and applications for registration of or goodwill associated with the foregoingin each case, as applicable (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent such failure to 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. To the knowledge of the Borrower: Holdings, the conduct of the Borrower and 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 database rights, design rights and other rights comprising the Intellectual Property and that are reasonably necessary for the operation of their businesses as currently conducted, and, without conflict with the rights of any Person. No Intellectual Property, advertising, product, process, method, substance, part or other material used by Holdings, the Borrower or any Restricted Subsidiary in the operation of its Restricted Subsidiaries’ business does not infringe as currently conducted infringes upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing Intellectual Property is pending or, to the knowledge of Holdings, the Borrower, threatenedand the Restricted Subsidiaries, threatened against Holdings, the Borrower or any Restricted Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower and its Restricted Subsidiaries owns, or possesses the right to use, all of the patents, trademarks, service marks, trade dress, Internet domain names, copyrights, trade secrets, and know-how, and applications for registration of or goodwill associated with the foregoing, Except as applicable (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent such failure to own or possess the right to use or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect, each of Holdings, the Borrower and itsthe Restricted Subsidiaries owns, licenses or possesses the right to use all Intellectual Property that is reasonably necessary for the operation of its business substantially as currently conducted. To the knowledge of Holdings and the Borrower, the conduct of no Intellectual Property used by Holdings, the Borrower and or any Restricted Subsidiary in the operation of its Restricted Subsidiaries’ business does not infringe as currently conducted infringes upon the intellectual property rights held by Intellectual Property of any other Person except for such infringementsinfringements that would not reasonably be expected to have, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing Intellectual Property is pending or, to the knowledge of Holdings and the Borrower, threatenedthreatened in writing against Holdings, the Borrower or any Restricted Subsidiary, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower The Company and its Restricted Subsidiaries owns, licenses, possesses or possesses otherwise has the right to use, all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, technology, software, know-howhow database rights, design rights and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and, to the knowledge of the Company, without conflict with violation of the rights of any other Person, except to the extent such failure to own own, license, possess or possess otherwise have the right to use or such conflictsviolations, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the BorrowerCompany, no such IP Rights owned by the conduct of the Borrower and its Restricted Subsidiaries’ business does not Company or any Subsidiary infringe upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of such IP Rights owned by the foregoing Company or any Subsidiary is pending or, to the knowledge of the BorrowerCompany, threatened, threatened against the Company or any Subsidiary which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the The Borrower and its Restricted the Subsidiaries ownshave good and marketable title to, or possesses the a valid license or right to use, all of the patents, patent rights, trademarks, service marksservicemarks, trade dress, Internet domain names, copyrights, trade secretstechnology, and software, know-howhow database rights, rights of privacy and applications for registration of or goodwill associated with the foregoingpublicity, as applicable licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Personbusinesses as currently conducted and as proposed to be conducted, except to where the extent such failure to own or possess the right to use or have any such conflictsrights, 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 operation of the respective businesses of the Borrower and or any of its Restricted Subsidiaries’ business Subsidiaries as currently conducted does not infringe upon the intellectual property upon, misuse, misappropriate or violate any rights held by any other Person except for such infringements, misuses, misappropriations or violations individually or in the aggregate, which could that would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing IP Rights is pending or, to the knowledge of the Borrower, threatenedthreatened against any Loan Party or Subsidiary, whichthat, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the The Borrower and its the Restricted Subsidiaries ownsown, license or possesses possess the right to use, all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, technology, software, know-howhow database rights, design rights and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, and, to the knowledge of the Borrower, without conflict with violation of the rights of any other Person, except to the extent such failure to own or possess the right to use or such conflictsviolations, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the Borrower and its Restricted Subsidiaries’ business does not no such IP Rights infringe upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing such IP Rights, is pending or, to the knowledge of the Borrower, threatenedthreatened against the Borrower or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the The Borrower and its Restricted Subsidiaries ownshave good and marketable title to, or possesses the a valid license or right to use, all of the patents, patent rights, trademarks, service marksservicemarks, trade dress, Internet domain names, copyrights, trade secretstechnology, software, know- how database rights, rights of privacy and know-howpublicity, licenses and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Personbusinesses as currently conducted and as proposed to be conducted, except to where the extent such failure to own or possess the right to use or have any such conflictsrights, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct operation of the respective businesses of the Borrower and or any of its Restricted Subsidiaries’ business Subsidiaries as currently conducted does not infringe upon the intellectual property upon, misuse, misappropriate or violate any rights held by any other Person except for such infringements, misuses, misappropriations or violations individually or in the aggregate, which that could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing IP Rights is pending or, to the knowledge of the Borrower, threatenedthreatened against any Loan Party or Subsidiary, whichthat, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each of the Borrower The Company and its Restricted Subsidiaries ownsown license, possess or possesses otherwise have the right to use, all of the patents, trademarks, service marks, trade dressnames, Internet domain names, copyrights, trade secretspatents, and patent rights, technology, software, know-howhow database rights, design rights and applications for registration of or goodwill associated with the foregoing, as applicable other intellectual property rights (collectively, the “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, without conflict with and, to the Knowledge of the Company, without, to the Knowledge of the Company, violation of the rights of any other Person, except to the extent such failure to own own, license, possess or possess otherwise have the right to use use, or such conflictsviolations that, either individually have not had, or in the aggregate, could would not reasonably be expected to have have, a Material Adverse Effect. To the knowledge Knowledge of the BorrowerCompany, no such IP Rights owned by the conduct of the Borrower and its Restricted Subsidiaries’ business does not Company or any Subsidiary infringe upon the intellectual property any rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation Legal Proceeding regarding any of such IP Rights owned by the foregoing Company or any Subsidiary is pending or, to the knowledge Knowledge of the BorrowerCompany, threatened, which, either individually threatened against the Company or in the aggregate, could any Subsidiary which would reasonably be expected to have a Material Adverse Effect.