Common use of Intellectual Property; Permits and Intangibles Clause in Contracts

Intellectual Property; Permits and Intangibles. (a) The COMPANY owns or has a valid license to use all Intellectual Property the absence of any of which is reasonably likely to have a Material Adverse Effect, and the COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.12(a)) of all Intellectual Property owned or used by the COMPANY. Each item of Intellectual Property owned by the COMPANY is owned free and clear of all Liens and each other item of Intellectual Property used by the COMPANY is licensed to the COMPANY pursuant to a license agreement that is valid and in full force and effect. Except as set forth on Schedule 5.12(a), all right, title and interest in and to each item of Intellectual Property is owned by the COMPANY and is not subject to any license, royalty arrangement or any pending or, to the COMPANY's knowledge, threatened claim or dispute. None of the Intellectual Property owned or, to the COMPANY's knowledge, none of the Intellectual Property used by the COMPANY nor any product sold by the COMPANY infringes any Intellectual Property right of any other person or entity and, to the COMPANY's knowledge, no Intellectual Property owned by the COMPANY is infringed upon by any other person or entity. (b) The COMPANY holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect and the COMPANY has delivered to HOLDING an accurate list and summary description (which is set forth on Schedule 5.12(b)) of all such licenses, franchises, permits and other governmental authorizations held the Company, including all permits, titles, licenses, franchises and certificates (it being understood and agreed that a list of all environmental permits and other environmental approvals required to be identified under this Agreement is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 are valid, and the COMPANY has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12(a) or 5.12(b), the transactions contemplated by this Agreement will not result in the infringement by the COMPANY of any Intellectual Property right of any other person or entity or the infringement of any Intellectual Property listed on Schedule 5.12(a), or result in a default under or a breach or violation of, or materially and adversely affect the rights and benefits afforded to the COMPANY by, any licenses, franchises, permits or government authorizations listed on Schedule 5.12(b) or Schedule 5.13.

Intellectual Property; Permits and Intangibles. (a) The COMPANY owns or has a valid license licenses to use all Intellectual Property the absence of any of which is reasonably likely to would have a Material Adverse EffectEffect on the COMPANY, and the COMPANY has delivered to HOLDING CTS an accurate list (which is set forth on Schedule 5.12(a)) of all Intellectual Property owned by or used licensed by the COMPANY. Each item of Intellectual Property owned by the COMPANY is owned free and clear of all Liens and each other item of Intellectual Property used or licensed by the COMPANY is licensed to the COMPANY pursuant to a license agreement that is valid and in full force and effect. Except as set forth on Schedule 5.12(a), all right, title and interest in and to each item of Intellectual Property is owned by the COMPANY and is not subject to any licenselicense except as set forth on Schedule 5.12(a), royalty arrangement or any pending or, to the COMPANY's knowledge, or threatened claim or dispute. None of the Intellectual Property owned or, to To the COMPANY's knowledge, none of the Intellectual Property used owned by or licensed by the COMPANY nor any product sold or licensed by the COMPANY COMPANY, infringes any Intellectual Property right of any other person or entity and, and to the COMPANY's knowledge, no Intellectual Property owned by the COMPANY is infringed upon by any other person or entity. (b) The COMPANY holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on the COMPANY, and the COMPANY has delivered to HOLDING CTS an accurate list and summary description (which is set forth on Schedule 5.12(b)) of all such governmental licenses, franchises, permits and other governmental authorizations held the Companyauthorizations, including all permits, titles, licenses, franchises and certificates (it being understood and agreed that a list of all environmental permits and other environmental approvals required to be identified under this Agreement is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 are valid, and the COMPANY has not received any notice that any governmental authority Governmental Authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the COMPANY. Except as specifically provided in Schedule 5.12(a) or 5.12(b), the transactions contemplated by this Agreement will not (i) to the COMPANY's knowledge, result in the infringement by the COMPANY of any Intellectual Property right of any other person or entity or the infringement of entity, (ii) infringe any Intellectual Property listed on Schedule 5.12(a), or (iii) result in a default under or a breach or violation of, or materially and adversely affect the rights and benefits afforded to the COMPANY by, any licenses, franchises, permits or government authorizations listed on Schedule 5.12(b) or Schedule 5.13).

Intellectual Property; Permits and Intangibles. (a) The COMPANY owns or has a valid license to use all Intellectual Property used in connection with its business, the absence of any of which is reasonably likely to have a Material Adverse Effect, and the COMPANY has delivered to HOLDING CEI an accurate list (which is set forth on Schedule 5.12(a)) of all Intellectual Property owned or used by the COMPANY. Each Except as set forth on Schedule 5.12(a), each item of Intellectual Property owned by the COMPANY is owned free and clear of all Liens and each other item of Intellectual Property used by the COMPANY Company is licensed to the COMPANY Company pursuant to a license agreement that is valid and in full force and effect. Except as set forth on Schedule 5.12(a), all right, title and interest in and to each item of Intellectual Property is owned by the COMPANY and is not subject to any license, royalty arrangement or any pending or, to the COMPANY's knowledge, or threatened claim or dispute. None of the Intellectual Property owned or, to the COMPANY's knowledge, none of the Intellectual Property used by the COMPANY nor any product sold by the COMPANY COMPANY, infringes any Intellectual Property right of any other person or entity and, to the COMPANY's knowledge, no Intellectual Property owned by the COMPANY is infringed upon by any other person or entity. (b) The COMPANY holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect and the COMPANY has delivered to HOLDING CEI an accurate list and summary description (which is set forth on Schedule 5.12(b)) of all such licenses, franchises, permits and other governmental authorizations held the Companyauthorizations, including all permits, titles, licenses, franchises and certificates (it being understood and agreed that a list of all environmental permits and other environmental approvals required to be identified under this Agreement is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 are valid, and the COMPANY has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12(a) or 5.12(b), the transactions contemplated by this Agreement will not result in the infringement by the COMPANY of any Intellectual Property right of any other person or entity or the infringement of any Intellectual Property listed on Schedule 5.12(a), or result in a default under or a breach or violation of, or materially and adversely affect the rights and benefits afforded to the COMPANY by, any licenses, franchises, permits or government authorizations listed on Schedule 5.12(b) or Schedule 5.13.

Intellectual Property; Permits and Intangibles. (a) The COMPANY owns or has a valid license to use all Intellectual Property the absence of any of which is reasonably likely to have a Material Adverse Effect, and the COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.12(a)) of all Intellectual Property owned or used by the COMPANY. Each item of Intellectual Property owned by the COMPANY is owned free and clear of all Liens and each other item of Intellectual Property used by the COMPANY is licensed to the COMPANY pursuant to a license agreement that is valid and in full force and effect. Except as set forth on Schedule 5.12(a), all right, title and interest in and to each item of Intellectual Property is owned by the COMPANY and is not subject to any license, royalty arrangement or any pending or, to the COMPANY's knowledge, threatened claim or dispute. None of the Intellectual Property owned or, to the COMPANY's knowledge, none of the Intellectual Property used by the COMPANY nor any product sold by the COMPANY infringes any Intellectual Property right of any other person or entity and, to the COMPANY's knowledge, no Intellectual Property owned by the COMPANY is infringed upon by any other person or entity. (b) The COMPANY holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect and the COMPANY has delivered to HOLDING an accurate list and summary description (which is set forth on Schedule 5.12(b)) of all such licenses, franchises, permits and other governmental authorizations held the Company, including all permits, titles, licenses, franchises and certificates (it being understood and agreed that a list of all environmental permits and other environmental approvals required to be identified under this Agreement is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 are valid, and the COMPANY has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12(a) or 5.12(b), the transactions contemplated by this Agreement will not result in the infringement by the COMPANY of any Intellectual Property right of any other person or entity or the infringement of any Intellectual Property listed on Schedule 5.12(a), or result in a default under or a breach or violation of, or materially and adversely affect the rights and benefits afforded to the COMPANY by, any licenses, franchises, permits or government authorizations listed on Schedule 5.12(b) or Schedule 5.13.certificates

Intellectual Property; Permits and Intangibles. (a) The COMPANY owns or has a valid license to use licenses all Intellectual Property the absence of any of which is reasonably likely to have a Material Adverse EffectEffect on its business (excluding any such property which is licensed,"the COMPANY Property"), and the COMPANY has delivered to HOLDING PC an accurate list (which is set forth on Schedule 5.12(a)5.12) of all Intellectual Property (other than unregistered copyrights or immaterial unregistered trademarks not presently used by the COMPANY) owned or used by the COMPANY. Except as set forth on Schedule 5.12, each item of COMPANY Property owned or used by the COMPANY is valid and in full force and effect and each other item of Intellectual Property owned or used by the COMPANY. Each item of Intellectual Property owned by the COMPANY is owned free and clear of all Liens and each other item of Intellectual Property used by the COMPANY is licensed is, to the COMPANY pursuant to a license agreement that is knowledge of the COMPANY, valid and in full force and effect. Except as set forth on Schedule 5.12(a)5.12, all right, title and interest in and to each item of Intellectual COMPANY Property is owned by the COMPANY and is not subject to any license, royalty arrangement or any pending oror threatened claim or dispute and each other item of Intellectual Property owned or used by the COMPANY, to the knowledge of the COMPANY's knowledge, is not subject to any license, royalty arrangement or pending or threatened claim or dispute. None To the knowledge of the COMPANY: (a) none of the Intellectual Property owned or, to the COMPANY's knowledge, none of the Intellectual Property used or licensed by the COMPANY nor any product sold by the COMPANY infringes any Intellectual Property right of any other person or entity and, to the COMPANY's knowledge, and (b) no Intellectual Property owned by the COMPANY is infringed upon by any other person or entity. (b) The COMPANY holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on its business, and the COMPANY has delivered to HOLDING PC an accurate list and summary description (which is set forth on Schedule 5.12(b)5.12) of all such licenses, franchises, permits and other governmental authorizations held the Companyauthorizations, including all permits, titlestitles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises and certificates (it being understood and agreed that a list of all environmental permits and other environmental approvals required to be identified under this Agreement is set forth on Schedule 5.13)certificates. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 Schedule 5.12 are valid, and the COMPANY has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the applicable permits, licenses, franchisesorders, permits approvals, variances, rules and other governmental authorizations listed on Schedules 5.12(b) and 5.13 regulations and is not in violation of any of the foregoing foregoing, in each case, except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12(a) or 5.12(b), the transactions contemplated by this Agreement will not result in the infringement by the COMPANY of any Intellectual Property right of any other person or entity or the infringement of any Intellectual Property listed on Schedule 5.12(a), or result in a default under or a breach or violation of, or materially and adversely affect the rights and benefits afforded to the COMPANY by, any licenses, franchises, permits or government authorizations listed on Schedule 5.12(b) or Schedule 5.13.where

Intellectual Property; Permits and Intangibles. (a) The COMPANY owns or has a valid license to use all Intellectual Property the absence of any of which is reasonably likely to have a Material Adverse EffectEffect on its business, and the COMPANY has delivered to HOLDING PC an accurate list (which is set forth on Schedule 5.12(a)5.12) of all Intellectual Property owned or used by the COMPANY. Each item of Intellectual Property owned by the COMPANY is owned free and clear of all Liens and each other item of Intellectual Property or used by the COMPANY is licensed to the COMPANY pursuant to a license agreement that is valid and in full force and effect. Except as set forth on Schedule 5.12(a)5.12, all right, title and interest in and to each item of Intellectual Property is owned by the COMPANY and is not subject to any license, royalty arrangement or any pending or, to the COMPANY's knowledge, or threatened claim or dispute. None of the Intellectual Property owned or, to the COMPANY's knowledge, none of the Intellectual Property used by the COMPANY nor any product sold by the COMPANY COMPANY, infringes any Intellectual Property right of any other person or entity and, to the COMPANY's knowledge, and no Intellectual Property owned by the COMPANY is infringed upon by any other person or entity. (b) The COMPANY holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on its business, and the COMPANY has delivered to HOLDING PC an accurate list and summary description (which is set forth on Schedule 5.12(b)5.12) of all such licenses, franchises, permits and other governmental authorizations held the Companyauthorizations, including all permits, titlestitles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises and certificates (it being understood and agreed that a list of all environmental permits and other environmental approvals required to be identified under this Agreement is set forth on Schedule 5.13)certificates. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 Schedule 5.12 are valid, and the COMPANY has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the applicable permits, licenses, franchisesorders, permits approvals, variances, rules and other governmental authorizations listed on Schedules 5.12(b) and 5.13 regulations and is not in violation of any of the foregoing foregoing, in each case, except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12(a) or 5.12(b), Effect on the transactions contemplated by this Agreement will not result in the infringement by the COMPANY of any Intellectual Property right of any other person or entity or the infringement of any Intellectual Property listed on Schedule 5.12(a), or result in a default under or a breach or violation of, or materially and adversely affect the rights and benefits afforded to the COMPANY by, any licenses, franchises, permits or government authorizations listed on Schedule 5.12(b) or Schedule 5.13COMPANY.

Intellectual Property; Permits and Intangibles. (a) The COMPANY owns or has a valid license licenses to use all Intellectual Property the absence of any of which is reasonably likely to would have a Material Adverse EffectEffect on the COMPANY, and the COMPANY has delivered to HOLDING CTS an accurate list (which is set forth on Schedule 5.12(a)) of all Intellectual Property owned by or used licensed by the COMPANY. Each item of Intellectual Property owned by the COMPANY is owned free and clear of all Liens and each other item of Intellectual Property used or licensed by the COMPANY is licensed to the COMPANY pursuant to a license agreement that is valid and in full force and effect. Except as set forth on Schedule 5.12(a), all right, title and interest in and to each item of Intellectual Property is owned by the COMPANY and is not subject to any licenselicense except as set forth on Schedule 5.12(a), royalty arrangement or any pending or, to the COMPANY's knowledge, or threatened claim or dispute. None of To the Intellectual Property owned or, to the COMPANYCompany's knowledge, none of the Intellectual Property used owned by or licensed by the COMPANY nor any product sold or licensed by the COMPANY COMPANY, infringes any Intellectual Property right of any other person or entity and, and to the COMPANYCompany's knowledge, no Intellectual Property owned by the COMPANY is infringed upon by any other person or entity. (b) The COMPANY holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on the COMPANY, and the COMPANY has delivered to HOLDING CTS an accurate list and summary description (which is set forth on Schedule 5.12(b)) of all such licenses, franchises, permits and other governmental authorizations held the Companyauthorizations, including all permits, titles, licenses, franchises and certificates (it being understood and agreed that a list of all environmental permits and other environmental approvals required to be identified under this Agreement is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 are valid, and the COMPANY has not received any notice that any governmental authority Governmental Authority intends to cancel, terminate or not renew any such governmental license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the COMPANY. Except as specifically provided in Schedule 5.12(a) or 5.12(b), the transactions contemplated by this Agreement will not (i) to the Company's knowledge result in the infringement by the COMPANY of any Intellectual Property right of any other person or entity or the infringement of entity, (ii) infringe any Intellectual Property listed on Schedule 5.12(a), or (iii) result in a default under or a breach or violation of, or materially and adversely affect the rights and benefits afforded to the COMPANY by, any licenses, franchises, permits or government authorizations listed on Schedule 5.12(b) or Schedule 5.13).

Intellectual Property; Permits and Intangibles. (a) The To the knowledge of the COMPANY, the COMPANY owns or has a valid license licenses to use all Intellectual Property required for or otherwise used in connection with the absence conduct of any of which is reasonably likely to have a Material Adverse Effect, its business and the COMPANY has delivered to HOLDING ITP an accurate list (which is set forth on Schedule 5.12(a5.8(a)) of all Intellectual Property owned or used by the COMPANY including a list of all licenses and sublicenses granted by or to the COMPANY with respect to any Intellectual Property. To the COMPANY. Each 's knowledge, each item of Intellectual Property owned by the COMPANY is owned free and clear of all Liens and each other item of Intellectual Property used by the COMPANY is or licensed to the COMPANY pursuant to a license agreement that is valid and in full force and effect. Except To the knowledge of the COMPANY, except as set forth on Schedule 5.12(a5.8(a), all right, title and interest in and to each item of Intellectual Property is owned by or licensed to the COMPANY and is not subject to any licenserestriction, royalty or fee arrangement or any pending or, to the COMPANY's knowledge, or threatened claim or dispute. None of the Intellectual Property owned or, to To the COMPANY's knowledge, none of the Intellectual Property used owned by or licensed to the COMPANY nor any product sold or licensed or service provided by the COMPANY COMPANY, infringes any Intellectual Property right of any other person or entity and, and to the COMPANY's knowledge, no Intellectual Property owned by or licensed to the COMPANY is infringed upon by any other person or entity. (b) The COMPANY holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could would be reasonably likely to have a Material Adverse Effect (the "Material Licenses"), and the COMPANY has delivered to HOLDING ITP an accurate list and summary description (which is set forth on Schedule 5.12(b5.8(b)) of all such licenses, franchises, permits and other governmental authorizations held the CompanyMaterial Licenses, including all permits, titles, licenses, franchises and certificates (it being understood and agreed that a list of all environmental permits and other environmental approvals required to be identified under this Agreement environmental- related Material Licenses is set forth on Schedule 5.135.9). To the knowledge of the COMPANY's knowledge, the licenses, franchises, permits and other governmental authorizations Material Licenses listed on Schedules 5.12(b5.8(b) and 5.13 5.9 are validvalid and in effect, and the COMPANY has not received any notice that any governmental authority Governmental Authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The To the COMPANY's knowledge, the COMPANY has conducted and is conducting its business in compliance in all material respects with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed Material Licenses on Schedules 5.12(b5.8(b) and 5.13 5.9 and is not in material violation of any of the foregoing or of any related regulatory or legal requirements except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12(a5.8(a) or 5.12(b5.8(b), the transactions contemplated by this Agreement will not (i) to COMPANY'S knowledge, result in the infringement or misappropriation by the COMPANY of any Intellectual Property right of any other person or entity or the infringement of any Intellectual Property listed on Schedule 5.12(a)entity, or (ii) result in a default under or a breach or violation of, or materially and adversely affect the rights and benefits afforded to the COMPANY by, any licenses, franchises, permits or government authorizations Material Licenses listed on Schedule 5.12(b5.8(b) or Schedule 5.13any contracts involving the grant to the COMPANY of any rights relating to the Intellectual Property of any third party. (c) To the COMPANY's knowledge, the COMPANY's products and services conform in all material respects with any material applicable specification, documentation, performance standard, or contractual commitment by the COMPANY existing with respect thereto, and there are no unresolved material claims under warranty, contract or otherwise with respect to the COMPANY's services or products, except where any of the foregoing would not have a Material Adverse Effect.

Intellectual Property; Permits and Intangibles. (a) The COMPANY owns or has a valid license licenses to use all Intellectual Property the absence of any of which is reasonably likely to would have a Material Adverse EffectEffect on the COMPANY, and the COMPANY has delivered to HOLDING CTS an accurate list (which is set forth on Schedule 5.12(a)) of all Intellectual Property owned or used by the COMPANY. Each item of Intellectual Property owned by the COMPANY is owned free and clear of all Liens and each other item of Intellectual Property used or licensed by the COMPANY is licensed to the COMPANY pursuant to a license agreement that is valid and in full force and effect. Except as set forth on Schedule 5.12(a), all right, title and interest in and to each item of Intellectual Property is owned by the COMPANY and is not subject to any licenselicense except as set forth on Schedule 5.12(a), royalty arrangement or any pending or, to the COMPANY's knowledge, or threatened claim or dispute. None of the Intellectual Property owned or, to To the COMPANY's knowledge, none of the Intellectual Property used owned by or licensed by the COMPANY nor any product sold or licensed by the COMPANY COMPANY, infringes any Intellectual Property right of any other person or entity and, and to the COMPANY's knowledge, no Intellectual Property owned by the COMPANY is infringed upon by any other person or entity. (b) The COMPANY holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on the COMPANY, and the COMPANY has delivered to HOLDING CTS an accurate list and summary description (which is set forth on Schedule 5.12(b)) of all such governmental licenses, franchises, permits and other governmental authorizations held the Companyauthorizations, including all permits, titles, licenses, franchises and certificates (it being understood and agreed that a list of all environmental permits and other environmental approvals required to be identified under this Agreement is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 are valid, and the COMPANY has not received any notice that any governmental authority Governmental Authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the COMPANY. Except as specifically provided in Schedule 5.12(a) or 5.12(b), the transactions contemplated by this Agreement will not (i) to the COMPANY's knowledge, result in the infringement by the COMPANY of any Intellectual Property right of any other person or entity or the infringement of entity, (ii) infringe any Intellectual Property listed on Schedule 5.12(a), or (iii) result in a default under or a breach or violation of, or materially and adversely affect the rights and benefits afforded to the COMPANY by, any licenses, franchises, permits or government authorizations listed on Schedule 5.12(b) or Schedule 5.13).

Intellectual Property; Permits and Intangibles. (a) The COMPANY owns or has a valid license licenses to use all Intellectual Property the absence of any of which is reasonably likely to would have a Material Adverse Effect, and the COMPANY has delivered to HOLDING ICC an accurate list (which is set forth on (11) Schedule 5.12(a)) of all material Intellectual Property owned or used by the COMPANY. Each item of Intellectual Property owned by the COMPANY is owned free and clear of all Liens and each other item of Intellectual Property or used by the COMPANY is licensed to the COMPANY pursuant to a license agreement that is valid and in full force and effect. Except as set forth on Schedule 5.12(a), all right, title and interest in and to each item of Intellectual Property is owned by the COMPANY and is not subject to any licenselicense except as set forth on Schedule 5.12(a), royalty arrangement or any pending or, to the COMPANY's knowledge, or threatened claim or dispute. None of the Intellectual Property owned or, to To the COMPANY's knowledge, none of the Intellectual Property owned or used by the COMPANY nor any product sold or licensed by the COMPANY COMPANY, infringes any Intellectual Property right of any other person or entity and, and to the COMPANY's knowledge, no Intellectual Property owned by the COMPANY is infringed upon by any other person or entity. (b) The COMPANY holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect Effect, and the COMPANY has delivered to HOLDING ICC an accurate list and summary description (which is set forth on Schedule 5.12(b)) of all such licenses, franchises, permits and other governmental authorizations held the Companyauthorizations, including all permits, titles, licenses, franchises and certificates (it being understood and agreed that a list of all environmental permits and other environmental approvals required to be identified under this Agreement is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 are valid, and the COMPANY has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12(a) or 5.12(b), the transactions contemplated by this Agreement will not (i) to the COMPANY's knowledge result in the infringement by the COMPANY of any Intellectual Property right of any other person or entity or the infringement of entity, (ii) infringe any Intellectual Property listed on Schedule 5.12(a), or (iii) result in a default under or a breach or violation of, or materially and adversely affect the rights and benefits afforded to the COMPANY by, any licenses, franchises, permits or government authorizations listed on Schedule 5.12(b) or Schedule 5.13).

Intellectual Property; Permits and Intangibles. (a) The COMPANY owns or has a valid license licenses to use all Intellectual Property the absence of any of which is reasonably likely to would have a Material Adverse EffectEffect on the COMPANY, and the COMPANY has delivered to HOLDING CTS an accurate list (which is set forth on Schedule 5.12(a)) of all Intellectual Property owned by or used licensed by the COMPANY. Each item of Intellectual Property owned by the COMPANY is owned free and clear of all Liens and each other item of Intellectual Property used or licensed by the COMPANY is licensed to the COMPANY pursuant to a license agreement that is valid and in full force and effect. Except as set forth on Schedule 5.12(a), all right, title and interest in and to each item of Intellectual Property is owned by the COMPANY and is not subject to any licenselicense except as set forth on Schedule 5.12(a), royalty arrangement or any pending or, to the COMPANY's knowledge, or threatened claim or dispute. None of the Intellectual Property owned or, to To the COMPANY's knowledge, none of the Intellectual Property used owned by or licensed by the COMPANY nor any product sold or licensed by the COMPANY COMPANY, infringes any Intellectual Property right of any other person or entity and, and to the COMPANY's knowledge, no Intellectual Property owned by the COMPANY is infringed upon by any other person or entity. (b) The COMPANY holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on the COMPANY, and the COMPANY has delivered to HOLDING CTS an accurate list and summary description (which is set forth on Schedule 5.12(b)) of all such governmental licenses, franchises, permits and other governmental authorizations held the Companyauthorizations, including all permits, titles, licenses, franchises and certificates (it being understood and agreed that a list of all environmental permits and other environmental approvals required to be identified under this Agreement is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 are valid, and the COMPANY has not received any notice that any governmental authority Governmental Authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the COMPANY. Except as specifically provided in Schedule 5.12(a) or 5.12(b), the transactions contemplated by this Agreement will not (i) to the Company's knowledge result in the infringement by the COMPANY of any Intellectual Property right of any other person or entity or the infringement of entity, (ii) infringe any Intellectual Property listed on Schedule 5.12(a), or (iii) result in a default under or a breach or violation of, or materially and adversely affect the rights and benefits afforded to the COMPANY by, any licenses, franchises, permits or government authorizations listed on Schedule 5.12(b) or Schedule 5.13).

Intellectual Property; Permits and Intangibles. (a) The COMPANY owns or has a valid license licenses to use all Intellectual Property the absence of any of which is reasonably likely to would have a Material Adverse EffectEffect on the COMPANY, and the COMPANY has delivered to HOLDING CTS an accurate list (which is set forth on Schedule 5.12(a)) of all Intellectual Property owned by or used licensed by the COMPANY. Each item of Intellectual Property owned by the COMPANY is owned free and clear of all Liens and each other item of Intellectual Property used or licensed by the COMPANY is licensed to the COMPANY pursuant to a license agreement that is valid and in full force and effect. Except as set forth on Schedule 5.12(a), all right, title and interest in and to each item of Intellectual Property is owned by the COMPANY and is not subject to any licenselicense except as set forth on Schedule 5.12(a), royalty arrangement or any pending or, to the COMPANY's knowledge, or threatened claim or dispute. None of the Intellectual Property owned or, to To the COMPANY's knowledge, none of the Intellectual Property used owned by or licensed by the COMPANY nor any product sold or licensed by the COMPANY COMPANY, infringes any Intellectual Property right of any other person or entity and, and to the COMPANY's knowledge, no Intellectual Property owned by the COMPANY is infringed upon by any other person or entity. (b) The COMPANY holds all licenses, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on the COMPANY, and the COMPANY has delivered to HOLDING CTS an accurate list and summary description (which is set forth on Schedule 5.12(b)) of all such governmental licenses, franchises, permits and other governmental authorizations held the Companyauthorizations, including all permits, titles, licenses, franchises and certificates (it being understood and agreed that a list of all environmental permits and other environmental approvals required to be identified under this Agreement is set forth on Schedule 5.13). To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 are valid, and the COMPANY has not received any notice that any governmental authority Governmental Authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, franchises, permits and other governmental authorizations listed on Schedules 5.12(b) and 5.13 and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse EffectEffect on the COMPANY. Except as specifically provided in Schedule 5.12(a) or 5.12(b), the transactions contemplated by this Agreement will not (i) to the COMPANY's knowledge result in the infringement by the COMPANY of any Intellectual Property right of any other person or entity or the infringement of entity, (ii) infringe any Intellectual Property listed on Schedule 5.12(a), or (iii) result in a default under or a breach or violation of, or materially and adversely affect the rights and benefits afforded to the COMPANY by, any licenses, franchises, permits or government authorizations listed on Schedule 5.12(b) or Schedule 5.13).