Common use of Operation of Business Clause in Contracts

Operation of Business. (a) The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the Company and its Subsidiaries own or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Intellectual Property Rights”) currently employed by them in connection with the business as described in the Commission Documents, except where the failure to own, possess, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its the Subsidiaries possess or have obtained, all material licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and permits issued by have made all declarations and filings with, the appropriate federal, state state, local or foreign governmental or regulatory authorities that are necessary to conduct for the ownership or lease of their respective businessesproperties or the conduct of their respective businesses as currently conducted, as described in the Registration Statement and the Prospectus (the “Permits”), except where the failure to possess such certificatespossess, authorizations obtain or permits make the same would not, individually or in the aggregate, have a Material Adverse Effect; and neither . Neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of proceedings any proceeding relating to the revocation or modification of any such certificatePermit or has any reason to believe that such Permit will not be renewed in the ordinary course, authorization or permit whichexcept where the failure to obtain any such renewal would not, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the The Company and its Subsidiaries the Subsidiary own or have a valid license possess adequate enforceable rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, know copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing ) (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary for the business conduct of their respective businesses as described in conducted as of the Commission Documentsdate hereof, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights whichwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned . There are no pending, or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating threatened judicial proceedings or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to interference proceedings challenging the Company’s Knowledge, neither or any Subsidiary’s rights in or to or the Company nor validity of the scope of any of the Company’s or its Subsidiaries’ Intellectual Property. No other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Subsidiary’s Intellectual Property Rights by virtue of a third party; (vii) all employees any contract, license or contractors engaged in the development of Intellectual Property Rights on behalf of other agreement entered into between such entity or individual and the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their rightby any non-contractual obligation, title and interest in and to such Intellectual Property Rights to other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) rights of the Company and or its Subsidiaries usein or to any Intellectual Property owned, and have usedlicensed or optioned by the Company or any Subsidiary which claim, commercially reasonable efforts to appropriately maintain all information intended to be maintained as if the subject of an unfavorable decision, would result in a trade secretMaterial Adverse Effect.

Operation of Business. PVFC and Park View each covenant to UCFC that, throughout the period from the date of this Agreement to and including the Closing (as defined in Section 9.01), except as expressly contemplated or permitted by this Agreement or to the extent that UCFC shall otherwise consent in writing: (a) The Company PVFC and its Park View will conduct, and will cause the Subsidiaries possess all material certificatesto conduct, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businessesbusinesses only in the ordinary and usual course consistent with past practice, and neither PVFC nor the Subsidiaries shall take any action that would be inconsistent with any representation or warranty of PVFC or Park View set forth in this Agreement or which would cause a breach of any such representation or warranty if made at or immediately following such action, except where as may be required by applicable law or regulation. (b) Except as provided for by this Agreement or as otherwise approved expressly in writing by UCFC, neither PVFC nor the failure Subsidiaries will: (i) sell, transfer, mortgage, pledge or subject to possess such certificatesany lien or otherwise encumber any of the assets of PVFC or the Subsidiaries, authorizations tangible or permits would notintangible, which are material, individually or in the aggregate, have a Material Adverse Effect; to PVFC or the Subsidiaries, except for loan sales and neither pledges of assets to secure FHLB advances in the Company nor ordinary course of business and consistent with past practice; (ii) make any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly capital expenditures which individually exceed $25,000 or in the aggregateaggregate exceed $100,000; (iii) become bound by, if the subject of an unfavorable decisionenter into, ruling or findingperform any material contract, commitment or transaction that would be reasonably be expected likely to (A) have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the Company and its Subsidiaries own material adverse effect on PVFC or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing Subsidiaries, (collectivelyB) impair in any material respect the ability of PVFC or any of the Subsidiaries to perform its obligations under this Agreement or (C) prevent or materially delay the consummation of the transactions contemplated by this Agreement or the Bank Merger Agreement; (iv) declare, “Intellectual Property Rights”pay or set aside for payment any dividends or make any distributions on PVFC shares, other than quarterly dividends in amount not to exceed $.074 per share per quarter, the record dates and payment dates of which shall be substantially in accordance with the dividend payment practice of PVFC during the fiscal year ended June 30, 2007; (v) currently employed by them purchase, redeem, retire or otherwise acquire any PVFC Shares, except for PVFC shares tendered in payment of the exercise price in connection with the business as described in valid exercise of a PVFC Stock Option outstanding on the Commission Documentsdate hereof; (vi) issue any PVFC Shares or grant any option or right to acquire any of its capital shares, except where that PVFC may issue PVFC Shares upon the failure valid exercise of a PVFC Stock Option outstanding on the date hereof; (vii) amend or propose to own, possess, license, have the right to use amend any of the foregoing would not reasonably be expected to result governing documents of PVFC or any the Subsidiaries; (viii) reorganize or acquire all or any portion of the assets, business, deposits or properties of any other entity other than in the ordinary and usual course of business consistent with past practice (A) by way of foreclosures or (B) by acquisitions of control in a Material Adverse Effectbona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith; (ix) except as set forth in Schedule 5.01(b)(ix) of the Disclosure Schedule, enter into, establish, adopt or amend any pension, retirement, stock option, stock purchase, savings, profit-sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto, in respect of any Director, Officer or Employee of PVFC or Park View, or take any action to accelerate the vesting or exercisability of stock options, restricted stock or other compensation or benefits payable thereunder; provided, however, that PVFC or Park View may take such actions in order to satisfy either applicable law or contractual obligations, including those arising under its benefit plans, existing as of the date hereof and disclosed in the PVFC Disclosure Schedule, or regular annual renewals of insurance contracts; (iix) announce or pay any general wage or salary increase or bonus, or enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any Officer, Director or Employee of PVFC or Park View, except for changes that are required by applicable law and those salary increases and bonuses set forth in Section 5.01(b)(x) of the Intellectual Property Rights owned PVFC Disclosure Schedule; (xi) borrow or agree to borrow any funds, including but not limited to repurchase transactions, or indirectly guarantee or agree to guarantee any obligations of others, except for Federal Home Loan Bank advances in the ordinary course of business; (xii) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by the Company and its Subsidiaries andGAAP; (xiii) make or change any Tax election or Tax accounting method, file any amended Tax Return, settle any Tax claim or assessment or consent to the Company’s Knowledgeextension or waiver of any statute of limitations with respect to Taxes; (xiv) originate or issue a commitment to originate any loan or note in a principal amount of $500,000 or more or on an aggregate basis to one borrower of $1,000,000 or more, or modify, renew, or release any collateral on any existing loan the Intellectual Property Rights exclusively licensed to the Company outstanding balance of which, including principal, interest and fees, is $300,000 or more; (xv) establish any new lending programs or make any changes in its Subsidiaries, in each case, policies concerning which are material to the conduct of the business of the Company and its subsidiaries as described persons may approve loans; (xvi) except in the Commission Documents are validordinary course of business consistent with past practice, subsisting enter into any securities transactions or purchase or otherwise acquire any investment security other than U.S. Government and enforceableU.S. agency obligations; (xvii) increase or decrease the rate of interest paid on time deposits or certificates of deposits, except in a manner and there is no pending or, pursuant to the Companypolicies consistent with past practices in relation to rates prevailing in Park View’s Knowledge, threatened action, suit, proceeding market; (xviii) foreclose upon or claim by others challenging the validity, scope otherwise take title to or enforceability possession or control of any real property without first obtaining a Phase I Environmental Report thereon which indicates that the property is free of pollutants, contaminants or hazardous or toxic waste materials including asbestos and petroleum products; provided, however, that Park View shall not be required to obtain such Intellectual Property Rights; (iii) neither the Company nor any a report with respect to single-family, non-agriculture residential property of its Subsidiaries has received any notice alleging any infringement, misappropriation one acre or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported less to be owned by the Company foreclosed upon unless it has reason to believe such property may contain any such pollutants, contaminants, waste materials including asbestos or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; petroleum products; (vxix) to the Company’s Knowledge, no third party is infringing, misappropriating purchase or otherwise violating, or has infringed, misappropriated or otherwise violated, acquire any Intellectual Property Rights owned interest in a loan held by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; ; (viixx) all employees open any new branches or contractors engaged loan production offices or close any branches or loan production offices in existence on the development date of Intellectual Property Rights on behalf this Agreement; (xxi) increase or decrease the number of directors currently serving as of the Company date of this Agreement on PVFC or Park View’s Board of Directors; (xxii) become bound by or enter into any contract related to the provision of advisory or consulting services to PVFC or any Subsidiary have executed an invention assignment Subsidiary; or (xxiii) enter into any agreement whereby such employees or contractors presently assign all to do any of the foregoing. (c) PVFC and each of the Subsidiaries shall use their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain and keep their respective properties and facilities in their present condition and working order, ordinary wear and tear excepted. (d) PVFC and each of the Subsidiaries shall perform all of their obligations under all agreements relating to or affecting their respective properties, rights and businesses. (e) PVFC and each of the Subsidiaries shall use their commercially reasonable efforts to maintain and preserve their respective business organizations intact, to retain present key Employees and to maintain the respective relationships of customers, suppliers and others having business relationships with them. (f) PVFC or the Subsidiaries shall maintain insurance coverage with reputable insurers, which in respect of amounts, premiums, types and risks insured, were maintained by them at the PVFC Balance Sheet Date, and upon the renewal or termination of such insurance, PVFC and the Subsidiaries will use their commercially reasonable efforts to renew or replace such insurance coverage with reputable insurers, in respect of the amounts, premiums, types and risks insured or maintained by them at the PVFC Balance Sheet Date. (g) PVFC and the Subsidiaries shall afford to UCFC and Home Savings and to their officers, employees, investment bankers, attorneys, accountants and other advisors and representatives reasonable and prompt access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, contracts, commitments, directors, officers, employees, attorneys, accountants, auditors, other advisors and representatives and records and, during such period, PVFC and the Subsidiaries shall make available to UCFC or Home Savings upon reasonable request (i) a copy of each report, schedule, form, statement and other document filed or received by it during such period pursuant to the requirements of domestic or foreign (whether national, federal, state, provincial, local or otherwise) laws and (ii) all other information intended concerning its business, properties and personnel as UCFC or Home Savings may reasonably request (including the financial and Tax work papers of independent auditors and financial consultants), provided that neither UCFC or Home Savings shall unreasonably interfere with the business operations of PVFC or Park View and either PVFC or Park View may, in its discretion, limit the access of UCFC or Home Savings to be maintained as a trade secretthe employees of PVFC or Park View whose work product PVFC or Park View reasonably wishes to keep confidential.

Operation of Business. (a) The Company and its the Subsidiaries possess or have obtained, all material licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and permits issued by have made all declarations and filings with, the appropriate federal, state or foreign local governmental or regulatory authorities that are necessary to conduct for the ownership or lease of their respective businessesproperties or the conduct of their respective businesses as currently conducted (the “Permits”), except where the failure to possess such certificatespossess, authorizations obtain or permits make the same would not, individually or in the aggregate, have a Material Adverse Effect; and . Except as disclosed in the Commission Documents, neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of proceedings any proceeding relating to the revocation or modification of any such certificatePermit or has any reason to believe that such Permit will not be renewed in the ordinary course, authorization or permit whichexcept where the failure to obtain any such renewal would not, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the The Company and its Subsidiaries own owns or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary possesses or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Intellectual Property Rights”) currently employed by them in connection with the business as described in the Commission Documents, except where the failure to own, possess, license, have has the right to use all Intellectual Property owned by the Company or any of its Subsidiaries or used by the foregoing Company or any of its Subsidiaries in the conduct of their respective businesses as currently conducted, without any known infringement or other violation of the Intellectual Property rights of any Person, except as would not reasonably be expected to result in have a Material Adverse Effect; . To the Knowledge of the Company, no product or service marketed or sold (iior proposed to be marketed or sold) the Intellectual Property Rights owned by the Company and its Subsidiaries andinfringes, to the Company’s Knowledge, the misappropriates or otherwise violates any Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability rights of any such Intellectual Property Rights; (iii) neither other Person, except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notice written communications alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by that the Company or any of its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, or by conducting its business, would infringe, misappropriate or otherwise violate any Intellectual Property Rights owned by the Companyof any other Person, except as would not reasonably be expected to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; . (vic) to the Company’s Knowledge, neither the The Company nor any of and its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights have taken commercially reasonable efforts to maintain the confidentiality of a third party; (vii) all employees or contractors engaged in the development material Trade Secrets and other material confidential information of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries useand any confidential information owned by any Person to whom the Company or any of its Subsidiaries has a written confidentiality obligation, and except as would not reasonably be expected to have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secretMaterial Adverse Effect.

Operation of Business. (a) The Company and its the Subsidiaries possess or have obtained, all material licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and permits issued by have made all declarations and filings with, the appropriate federal, state state, local or foreign regulatory authorities Governmental Entity that are necessary to conduct for the ownership or lease of their respective businessesproperties or the conduct of their respective businesses as currently conducted, as described or incorporated by reference in the Registration Statement and the Prospectus (the “Permits”), except where the failure to possess such certificatespossess, authorizations obtain or permits make the same would not, individually or in the aggregate, have a Material Adverse Effect; and neither . Neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of proceedings any proceeding relating to the revocation or modification of any such certificatePermit or has any reason to believe that such Permit will not be renewed in the ordinary course, authorization or permit whichexcept where the failure to obtain any such renewal would not, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a4.16(a) does not relate to environmental matters, such items being the subject of Section 5.184.17. (b) Except as described or incorporated by reference in the Commission DocumentsRegistration Statement and the Prospectus, (i) the Company and its Subsidiaries own or have a valid license possess adequate enforceable rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, know copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing ) (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary for the business conduct of their respective businesses as described in conducted as of the Commission Documentsdate hereof, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use any of such Intellectual Property would not, individually or in the foregoing would not aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and. There are no pending, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, or to the Company’s Knowledge, threatened action, suit, proceeding judicial proceedings or interference proceedings challenging the Company’s or any of its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ Intellectual Property. No other Person has any right or claim in any of the Company’s or any of its Subsidiaries’ Intellectual Property by others challenging the validity, scope or enforceability virtue of any contract, license or other agreement entered into between such Intellectual Property Rights; (iii) neither Person and the Company or any of its Subsidiaries or by any non-contractual obligation, other than by written licenses granted by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice alleging of any infringement, misappropriation claim challenging the rights of the Company or other violation any of its Subsidiaries in or to any Intellectual Property Rights whichowned, individually licensed or in optioned by the aggregateCompany or any of its Subsidiaries, which claim, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (ai) The Company and its Subsidiaries possess or have obtained, all material licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and permits issued by have made all declarations and filings with, the appropriate federal, state state, local or foreign regulatory authorities Governmental Entity that are necessary to conduct for the ownership or lease of their respective businessesproperties or the conduct of their respective businesses as currently conducted, as described in the SEC Documents (the “Permits”), except where the failure to possess such certificatespossess, authorizations obtain or permits make the same would not, individually or in the aggregate, have a Material Adverse Effect; and neither . Neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of proceedings any proceeding relating to the revocation or modification of any such certificatePermit or has any reason to believe that such Permit shall not be renewed in the ordinary course, authorization or permit whichexcept where the failure to obtain any such renewal would not, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a3(v) does not relate to environmental matters, such items being the subject of Section 5.183(w). (bii) Except as described in the Commission SEC Documents, (i) the Company and its Subsidiaries own or have a valid license possess adequate enforceable rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, know copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing ) (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary for the business conduct of their respective businesses as described in conducted as of the Commission DocumentsSubscription Date, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use any of such Intellectual Property would not, individually or in the foregoing would not aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and. There are no pending, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, or to the Company’s Knowledge, threatened action, suit, proceeding judicial proceedings or interference proceedings challenging the Company’s or any of its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ Intellectual Property. No other Person has any right or claim in any of the Company’s or any of its Subsidiaries’ Intellectual Property by others challenging the validity, scope or enforceability virtue of any contract, license or other agreement entered into between such Intellectual Property Rights; (iii) neither Person and the Company or any of its Subsidiaries or by any non-contractual obligation, other than by written licenses granted by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice alleging of any infringement, misappropriation claim challenging the rights of the Company or other violation any of its Subsidiaries in or to any Intellectual Property Rights whichowned, individually licensed or in optioned by the aggregateCompany or any of its Subsidiaries, which claim, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a5.18(a) does not relate to environmental matters, such items being the subject of Section 5.185.19. (b) Except as described in the Commission Documents, (i) the Company and its Subsidiaries own or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Intellectual Property Rights”) currently employed by them in connection with the business as described in the Commission Documents, except where the failure to own, possess, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries Subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (ai) The Company and its the Subsidiaries possess or have obtained, all material licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and permits issued by have made all declarations and filings with, the appropriate federal, state state, local or foreign regulatory authorities Governmental Entity that are necessary to conduct for the ownership or lease of their respective businessesproperties or the conduct of their respective businesses as currently conducted, as described in the SEC Documents (the “Permits”), except where the failure to possess such certificatespossess, authorizations obtain or permits make the same would not, individually or in the aggregate, have a Material Adverse Effect; and neither . Neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of proceedings any proceeding relating to the revocation or modification of any such certificatePermit or has any reason to believe that such Permit shall not be renewed in the ordinary course, authorization or permit whichexcept where the failure to obtain any such renewal would not, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a3(v) does not relate to environmental matters, such items being the subject of Section 5.183(w). (bii) Except as described in the Commission Documents, (i) the The Company and its Subsidiaries own or have a valid license possess adequate enforceable rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, know copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing ) (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary for the business conduct of their respective businesses as described in conducted as of the Commission DocumentsSubscription Date or each Closing Date, as applicable, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use any of such Intellectual Property would not, individually or in the foregoing would not aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and. There are no pending, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, or to the Company’s Knowledge, threatened action, suit, proceeding judicial proceedings or interference proceedings challenging the Company’s or any of its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ Intellectual Property. No other Person has any right or claim in any of the Company’s or any of its Subsidiaries’ Intellectual Property by others challenging the validity, scope or enforceability virtue of any contract, license or other agreement entered into between such Intellectual Property Rights; (iii) neither Person and the Company or any of its Subsidiaries or by any non-contractual obligation, other than by written licenses granted by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice alleging of any infringement, misappropriation claim challenging the rights of the Company or other violation any of its Subsidiaries in or to any Intellectual Property Rights whichowned, individually licensed or in optioned by the aggregateCompany or any of its Subsidiaries, which claim, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and or one or more of its Subsidiaries possess all material certificatespossesses such permits, licenses, approvals, consents and other authorizations (including licenses, accreditation and permits other similar documentation or approvals of any local health departments) issued by the appropriate federal, state state, local or foreign regulatory authorities agencies or bodies as are necessary to conduct their respective businessesthe business now operated by it (collectively, “Governmental Licenses”), except where the failure to possess such certificates, authorizations or permits would notGovernmental Licenses, individually or in the aggregate, would not have a Material Adverse Effect; . All of the Governmental Licenses are valid and neither in full force and effect, except where the Company nor any invalidity of its Subsidiaries has received any notice such Governmental Licenses or the failure of proceedings relating such Governmental Licenses to the revocation or modification of any such certificatebe in full force and effect, authorization or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to not have a Material Adverse Effect, except, in each case, Effect or except as described otherwise disclosed in the Commission Documents. This Section 5.17(a) 5.17 does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the The Company and or one or more of its Subsidiaries own owns or have a valid license to all possesses adequate patents, patent rights, licenses, inventions, copyrights, know know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names trade dress, logos, copyrights and other intellectual property, including any and including, without limitation, all registrations, applications for registration, and goodwill associated with any of the foregoing intellectual property described in the Commission Documents as being owned or licensed by the Company (collectively, “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary to carry on the business now operated by it. Except as described set forth in the Commission Documents, except where the failure to ownthere are no actions, possesssuits or judicial proceedings pending, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, or to the Company’s KnowledgeKnowledge threatened, the Intellectual Property Rights exclusively licensed relating to patents or proprietary information to which the Company and or any of its Subsidiaries, in each case, Subsidiaries is a party or of which are material to the conduct of the business any property of the Company and or any of its subsidiaries as described in the Commission Documents are valid, subsisting and enforceableSubsidiaries is subject, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging or is otherwise aware of any infringement, misappropriation infringement of or other violation conflict with asserted rights of others with respect to any Intellectual Property Rights whichor of any facts or circumstances which could render any Intellectual Property invalid or inadequate to protect the interest of the Company and its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. Except as disclosed in the Commission Documents: (a) The Each of the Company and its Subsidiaries possess has all material certificatesPermits that are required to own, authorizations lease or operate its properties and permits issued by the appropriate federal, state or foreign regulatory authorities necessary assets and to conduct their respective businessesits business as currently conducted, except where for such Permits that are not, individually or in the failure aggregate, material to possess such certificatesthe Company and its Subsidiaries, authorizations or permits taken as a whole. Except as would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except(i) to the Company’s Knowledge, each Material Permit is in each casefull force and effect in accordance with its terms, (ii) no written notice of revocation, cancellation or termination of any Material Permit has been received by the Company or any of its Subsidiaries and (iii) there are, and have been, no Proceedings pending or, to the Company’s Knowledge, threatened relating to the suspension, revocation or material and adverse modification of any of such Material Permit. Neither the execution, delivery or performance by the Company of this Agreement, the Registration Rights Agreement and the other Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will, directly or indirectly, require the provision of any notice to any Governmental Entity or the approval of any Material Permit for the continued conduct of the business of the Company and its Subsidiaries as described in the Commission Documentscurrently conducted. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the Company All necessary fees and its Subsidiaries own or have a valid license filings with respect to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Company Registered Intellectual Property Rights”) currently employed by them have been timely submitted to the relevant intellectual property office or Governmental Entity and Internet domain name registrars to maintain such Company Registered Intellectual Property in connection with the business as described in the Commission Documentsfull force and effect, except where the failure to owndo so would not, possessindividually or in the aggregate, license, have the right to use any of the foregoing would not reasonably be expected to result in have a Material Adverse Effect; (ii) . No issuance or registration obtained and no application filed by the Company or any of its Subsidiaries for any Intellectual Property Rights owned by has been cancelled, abandoned, allowed to lapse or not renewed, except where the Company and or any of its Subsidiaries has, in its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such issuance, registration or application, or except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no material Proceedings pending, including litigations, interference, re-examination, inter parties review, reissue, opposition, nullity, or cancellation proceedings pending that relate to any of the Company Registered Intellectual Property and, to the Company’s Knowledge, no such Proceedings are threatened by any Governmental Entity or any other Person. The Company or one of its Subsidiaries exclusively owns all right, title and interest in and to all Company-Owned Intellectual Property free and clear of all Liens or obligations to others (other than Permitted Liens), except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company or one of its Subsidiaries has rights under all Contracts for Company Licensed Intellectual Property to use, sell, license and otherwise exploit, as the case may be, all Company Licensed Intellectual Property licensed pursuant to such Contracts as the same is currently used, sold, licensed and otherwise exploited by the Company or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company-Owned Intellectual Property and the Company Licensed Intellectual Property constitute all of the Intellectual Property Rights exclusively licensed owned, used or held for use by the Company or any of its Subsidiaries in the operation of their respective businesses, and all Intellectual Property Rights necessary and sufficient to enable the Company and its Subsidiaries to conduct their respective businesses as currently conducted. The Company and its Subsidiaries have taken reasonable steps to safeguard and maintain the secrecy of any trade secrets, know-how and other confidential information owned by, possessed or used by the Company and its Subsidiaries, except where the failure to do so would not, individually or in each casethe aggregate, which are material reasonably be expected to have a Material Adverse Effect. None of the Company-Owned Intellectual Property and, to the Company’s Knowledge, none of the Company Licensed Intellectual Property, is subject to any outstanding Order that restricts in any manner the use, sale, transfer, licensing or exploitation thereof by the Company or any of its Subsidiaries or affects the validity, use or enforceability of any such Company-Owned Intellectual Property or Company Licensed Intellectual Property in a manner that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the conduct of the Business of the Company and its Subsidiaries nor any of the Company Products offered, marketed, licensed, provided, sold, distributed or otherwise exploited by the Company and its Subsidiaries nor the design, development, manufacturing, reproduction, use, marketing, offer for sale, sale, importation, exportation, distribution, maintenance or other exploitation of any Company Product infringes, constitutes or results from an unauthorized use or misappropriation of or otherwise violates any Intellectual Property Rights of any other Person in a manner that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no Proceeding pending nor has the Company or any of its Subsidiaries received any written communications (i) alleging that the Company or any of its Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property Rights of any other Person, (ii) challenging the validity, enforceability, use or exclusive ownership of any Company-Owned Intellectual Property or (iii) inviting the Company or any of its Subsidiaries to take a license under any Patent or consider the applicability of any Patents to any products or services of the Company or any of its Subsidiaries or to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the CompanySubsidiaries, except to the extent that the infringement, misappropriation or violation, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) to . To the Company’s Knowledge, neither no Person is infringing, misappropriating, misusing, diluting or violating any Company-Owned Intellectual Property or Company Licensed Intellectual Property in a manner that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company nor any of and its Subsidiaries infringeshas obtained, misappropriates possesses and is in compliance with valid licenses to use all of the Software present on the computers and other Software-enabled electronic devices that it owns or leases or that is otherwise violatesused by the Company and its Subsidiaries and/or its employees in connection with the Business of the Company and its Subsidiaries, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No funding, facilities, or has infringedpersonnel of any Governmental Entity, misappropriated government-owned institution or otherwise violatedbranch, university, college or other educational institution or a research center or the Israeli Defense Forces were used to develop or create, in whole or in part, any products or Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary of its Subsidiaries, except as would not individually or in the aggregate, reasonably be expected to have executed a Material Adverse Effect. (c) The Company has not and is not using or developing, or otherwise engaged in, encryption technology or other technology whose development, commercialization or export is restricted, and the conduct of the business as currently conducted and as currently proposed to be conducted does not require obtaining a license from the Israeli Ministry of Defense or an invention assignment agreement whereby such employees authorized body thereof pursuant to Section 2(a) of the Control of Products and Services Declaration (Engagement in Encryption), 5735-1974, or contractors presently assign all from the Israeli Ministry of their right, title and interest in and to such Intellectual Property Rights Economy pursuant to the Company or the applicable SubsidiaryDefense Export Control Law, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret5767-2007.

Operation of Business. (a) The Company and its the Subsidiaries possess or have obtained, all material licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and permits issued by have made all declarations and filings with, the appropriate federal, state state, local or foreign regulatory authorities Governmental Entity that are necessary to conduct for the ownership or lease of their respective businessesproperties or the conduct of their respective businesses as currently conducted, as described or incorporated by reference in the Registration Statement and the Prospectus (the “Permits”), except where the failure to possess such certificatespossess, authorizations obtain or permits make the same would not, individually or in the aggregate, have a Material Adverse Effect; and neither . Neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of proceedings any proceeding relating to the revocation or modification of any such certificatePermit or has any reason to believe that such Permit will not be renewed in the ordinary course, authorization or permit whichexcept where the failure to obtain any such renewal would not, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a4.16(a) does not relate to environmental matters, such items being the subject of Section 5.184.17. (b) Except as described or incorporated by reference in the Commission DocumentsRegistration Statement and the Prospectus, (i) the Company and its Subsidiaries own or have a valid license possess adequate enforceable rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, know copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing ) (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary for the business conduct of their respective businesses as described in conducted as of the Commission Documentsdate hereof, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use any of such Intellectual Property would not, individually or in the foregoing would not aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and. There are no pending, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, or to the Company’s Knowledge, threatened action, suit, proceeding judicial proceedings or interference proceedings challenging the Company’s or any of its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ Intellectual Property. No other Person has any right or claim in any of the Company’s or any of its Subsidiaries’ Intellectual Property by others challenging the validity, scope or enforceability virtue of any contract, license or other agreement entered into between such Intellectual Property Rights; (iii) neither Person and the Company or any of its Subsidiaries or by any non-contractual obligation, other than by written licenses granted by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice alleging of any infringement, misappropriation claim challenging the rights of the Company or other violation any of its Subsidiaries in or to any Intellectual Property Rights whichowned, individually licensed or in optioned by the aggregateCompany or any of its Subsidiaries, which claim, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and or one or more of its Subsidiaries possess all material certificatespossesses such permits, licenses, approvals, consents and other authorizations (including licenses, accreditation and permits other similar documentation or approvals of any local health departments) issued by the appropriate federal, state state, local or foreign regulatory authorities agencies or bodies as are necessary to conduct their respective businessesthe business now operated by it (collectively, “Governmental Licenses”), except where the failure to possess such certificates, authorizations or permits would notGovernmental Licenses, individually or in the aggregate, would not have a Material Adverse Effect; . The Company and neither its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply, individually or in the aggregate, would not have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect, individually or in the aggregate, would not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit Governmental Licenses which, singly or in the aggregate, if the subject of an any unfavorable decision, ruling or finding, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a) 4.16 does not relate to environmental matters, such items being the subject of Section 5.184.17. (b) Except as described in To the Commission DocumentsCompany’s Knowledge, (i) the Company and or one or more of its Subsidiaries own owns or have a valid license to all possesses adequate patents, patent rights, licenses, inventions, copyrights, know know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names trade dress, logos, copyrights and other intellectual property, including any and including, without limitation, all registrations, applications for registration, and goodwill associated with any of the foregoing intellectual property described in the Commission Documents as being owned or licensed by the Company (collectively, “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary to carry on the business as described in the Commission Documentsnow operated by it. There are no actions, except where the failure to ownsuits or judicial proceedings pending, possess, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, or to the Company’s KnowledgeKnowledge threatened in writing, the Intellectual Property Rights exclusively licensed relating to patents or proprietary information to which the Company and or any of its Subsidiaries, in each case, Subsidiaries is a party or of which are material to the conduct of the business any property of the Company and or any of its subsidiaries as described in the Commission Documents are valid, subsisting and enforceableSubsidiaries is subject, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging or is otherwise aware of any infringement, misappropriation infringement of or other violation conflict with asserted rights of others with respect to any Intellectual Property Rights whichor of any facts or circumstances which could render any Intellectual Property invalid or inadequate to protect the interest of the Company and its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Except as disclosed in the Commission Documents, the Company and its Subsidiaries possess all material licenses, sub-licenses, certificates, permits and other authorizations issued by, and permits issued by have made all declarations and filings with, the appropriate federal, state state, local or foreign governmental or regulatory authorities that are necessary to conduct for the ownership or lease of their respective businessesproperties or the conduct of their respective businesses as described in the Commission Documents, except where the failure to possess such certificates, authorizations or permits make the same would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the Company and its Subsidiaries own or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Intellectual Property Rights”) currently employed by them in connection with the business as described in the Commission Documents, except where the failure to own, possess, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringeshas received notice of any revocation or modification of any such license, misappropriates sub-license, certificate, permit or otherwise violates, authorization or has infringedany reason to believe that any such license, misappropriated sub-license, certificate, permit or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged authorization will not be renewed in the development of Intellectual Property Rights on behalf ordinary course. Except as otherwise disclosed in the Commission Documents or where the failure to have any of the Company following would not, individually or any Subsidiary in the aggregate, reasonably be expected to have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and a Material Adverse Effect: (viiii) the Company and its Subsidiaries useown or have valid and enforceable rights to use all patents, trademarks, service marks, trade names, domain names and other source indicators, copyrights and copyrightable works, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures) and all other similar intellectual property, industrial property and proprietary rights (including all registrations and applications for registration of, and have usedall goodwill associated with, commercially reasonable efforts to appropriately maintain all information intended the foregoing) (collectively, “Intellectual Property”) used in or necessary for the conduct of their respective businesses and as proposed to be maintained as a trade secretconducted; (ii) the Company’s and its Subsidiaries’ conduct of their respective businesses has not infringed, misappropriated or otherwise violated any Intellectual Property of any third party; (iii) the Company and its Subsidiaries have not received any written notice and are not otherwise aware of any pending or threatened claim alleging infringement, misappropriation or other violation of any Intellectual Property of any third party, or challenging the validity, enforceability, scope or ownership of any Intellectual Property of the Company or its Subsidiaries; (iv) to the Knowledge of the Company, no Intellectual Property owned by or exclusively licensed to the Company and its Subsidiaries has been infringed, misappropriated or otherwise violated by any third party; (v) to the Knowledge of the Company, all Intellectual Property owned by or exclusively licensed to the Company and its Subsidiaries is valid and enforceable in all material respects; and (vi) the Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property, the value of which to the Company or any of its Subsidiaries is contingent upon maintaining the confidentiality thereof.

Operation of Business. (a) The Company and its the Subsidiaries possess or have obtained, all material licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and permits issued by have made all declarations and filings with, the appropriate federal, state state, local or foreign governmental or regulatory authorities that are necessary to conduct for the ownership or lease of their respective businessesproperties or the conduct of their respective businesses as currently conducted, as described in the Registration Statement and the Prospectus (the “Permits”), except where the failure to possess such certificatespossess, authorizations obtain or permits make the same would not, individually or in the aggregate, have a Material Adverse Effect; and neither . Neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of proceedings any proceeding relating to the revocation or modification of any such certificatePermit or has any reason to believe that such Permit will not be renewed in the ordinary course, authorization or permit whichexcept where the failure to obtain any such renewal would not, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the The Company and its Subsidiaries the Subsidiary own or have a valid license possess adequate enforceable rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, know copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing ) (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary for the business conduct of their respective businesses as described in conducted as of the Commission Documentsdate hereof, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights whichwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned . There are no pending, or purported to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information. No other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be owned issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries is owned solely by the Company in or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned owned, licensed or optioned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed which claim, if the subject of an invention assignment agreement whereby such employees or contractors presently assign all of their rightunfavorable decision, title and interest would result in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secretMaterial Adverse Effect.

Operation of Business. (a) The Company and its Subsidiaries possess have timely obtained and hold all material certificatesPermits (the “Material Permits”) that are required to own, authorizations lease or operate their respective properties and permits issued by the appropriate federal, state or foreign regulatory authorities necessary assets and to conduct their respective businessesbusinesses as currently conducted, except where the failure to possess such certificates, authorizations or permits obtain the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate. Except as would not, authorization or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except(a) each Material Permit has been duly and validly obtained by the Company or one of its Subsidiaries and is in full force and effect in accordance with its terms, in each case(b) no outstanding written notice of revocation, as described cancellation or termination of any Material Permit has been received by the Company or any of its Subsidiaries, (c) to the Knowledge of the Company, none of such Permits upon its termination or expiration in the Commission Documentsordinary due course will not be renewed or reissued in the ordinary course of business upon terms and conditions substantially similar to its existing terms and conditions, (d) there are no Actions pending or, to the Knowledge of the Company, threatened, that seek the revocation, cancellation, limitation, restriction or termination of any Material Permit and (e) the Company and its Subsidiaries are in compliance with all Material Permits applicable to them. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the The Company and its Subsidiaries own or have a valid license possess adequate rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, know copyright registrations, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing ) (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary for the business conduct of their respective businesses as described in conducted as of the Commission Documentsdate hereof, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since the date that is one year prior to the Closing Date, the Company and its Subsidiaries have not received any written notice of any claim of infringement or other violation of Intellectual Property rights of any third Person, which infringement or other violation, if the foregoing subject of an unfavorable decision, would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and. Except as would not be, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described individually or in the Commission Documents aggregate, reasonably expected to have a Material Adverse Effect, (i) there are validno pending, subsisting and enforceable, and there is no pending or, or to the Company’s Knowledge, threatened actionjudicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ owned Intellectual Property; and (ii) to the Knowledge of the Company, suit, proceeding no other entity or individual has any right or claim by others challenging in any of the validity, scope Company’s or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries Subsidiary’s owned Intellectual Property by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses or other agreements granted or entered into by the Company or any Subsidiary. Since the date that is one year prior to the Closing Date, the Company has not received any written notice alleging of any infringement, misappropriation claim challenging the rights of the Company or other violation of its Subsidiaries in or to any Intellectual Property Rights which, individually owned or in exclusively licensed by the aggregateCompany or any Subsidiary which claim, if the subject of an unfavorable decision, ruling or finding, would have reasonably be expected to result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its the Subsidiaries possess or have obtained, all material licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and permits issued by have made all declarations and filings with, the appropriate federal, state state, local or foreign governmental or regulatory authorities that are necessary to conduct for the ownership or lease of their respective businessesproperties or the conduct of their respective businesses as currently conducted, as described in the Registration Statement and the Prospectus (the “Permits”), except where the failure to possess such certificatespossess, authorizations obtain or permits make the same would not, individually or in the aggregate, have a Material Adverse Effect; and neither . Neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of proceedings any proceeding relating to the revocation or modification of any such certificatePermit or has any reason to believe that such Permit will not be renewed in the ordinary course, authorization or permit whichexcept where the failure to obtain any such renewal would not, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the The Company and its Subsidiaries the Subsidiary own or have a valid license possess adequate enforceable rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mxxx registrations, Internet domain name registrations, copyrights, know copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing ) (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary for the business conduct of their respective businesses as described in conducted as of the Commission Documentsdate hereof, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights whichwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned . There are no pending, or purported to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information. No other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be owned issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries is owned solely by the Company in or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned owned, licensed or optioned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed which claim, if the subject of an invention assignment agreement whereby such employees or contractors presently assign all of their rightunfavorable decision, title and interest would result in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secretMaterial Adverse Effect.

Operation of Business. (a) The Company and or one or more of its Subsidiaries possess all material certificatespossesses such permits, licenses, approvals, consents and other authorizations and permits (collectively, “Governmental Licenses”) issued by the appropriate federal, state state, local or foreign regulatory authorities agencies or bodies necessary to conduct their respective businessesthe business now operated by it, except where the failure to possess such certificates, authorizations or permits would notGovernmental Licenses, individually or in the aggregate, would not have a Material Adverse Effect; . The Company and neither the Company nor any of its Subsidiaries has received any notice are in compliance with the terms and conditions of proceedings relating all such Governmental Licenses, except where the failure to the revocation or modification of any such certificateso comply, authorization or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to not have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, exceptexcept where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect, in each case, as described individually or in the Commission Documentsaggregate, would not have a Material Adverse Effect. This Section 5.17(a) 4.14 does not relate to environmental matters, such items being the subject of Section 5.184.15. (b) Except as described in the Commission Documents, (i) the The Company and or one or more of its Subsidiaries own owns or have a valid license to all possesses the patents, patent rights, licenses, inventions, copyrights, know know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names trade dress, logos, copyrights and other intellectual property, including any and including, without limitation, all registrations, applications for registration, and goodwill associated with any of the foregoing intellectual property described in the Commission Documents as being owned or licensed by the Company (collectively, “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary to carry on the business as described in the Commission Documentsnow operated by it, except where the failure to own, so own or possess, licenseindividually or in the aggregate, have the right to use any of the foregoing would not reasonably be expected to result in have a Material Adverse Effect; (ii) . Except as set forth in the Intellectual Property Rights owned by the Company and its Subsidiaries andCommission Documents, there are no actions, suits or judicial proceedings pending, or to the Company’s Knowledgeknowledge threatened, the Intellectual Property Rights exclusively licensed relating to patents or proprietary information to which the Company and or any of its Subsidiaries, in each case, Subsidiaries is a party or of which are material to the conduct of the business any property of the Company and or any of its subsidiaries Subsidiaries is subject, and, except as described set forth in the Commission Documents are validDocuments, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging or is otherwise aware of any infringement, misappropriation infringement of or other violation conflict with asserted rights of others with respect to any Intellectual Property Rights whichor of any facts or circumstances which could render any Intellectual Property invalid or inadequate to protect the interest of the Company and its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported . Nothing contained in this Section 4.14 shall apply to be owned by any proceedings relating to new patents that as of the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) Effective Date have not been issued to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its the Subsidiaries possess or have obtained, all material licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and permits issued by have made all declarations and filings with, the appropriate federal, state state, local or foreign regulatory authorities Governmental Entity that are necessary to conduct for the ownership or lease of their respective businessesproperties or the conduct of their respective businesses as currently conducted, as described or incorporated by reference in the Commission Documents (the “Permits”), except where the failure to possess such certificatespossess, authorizations obtain or permits make the same would not, individually or in the aggregate, have a Material Adverse Effect; and neither . Neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of proceedings any proceeding relating to the revocation or modification of any such certificatePermit or has any reason to believe that such Permit will not be renewed in the ordinary course, authorization or permit whichexcept where the failure to obtain any such renewal would not, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a4.16(a) does not relate to environmental matters, such items being the subject of Section 5.184.17. (b) Except as described or incorporated by reference in the Commission Documents, (i) the Company and its Subsidiaries own or have a valid license possess adequate enforceable rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, know copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing ) (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary for the business conduct of their respective businesses as described in conducted as of the Commission Documentsdate hereof, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use any of such Intellectual Property would not, individually or in the foregoing would not aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and. There are no pending, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, or to the Company’s Knowledge, threatened action, suit, proceeding judicial proceedings or interference proceedings challenging the Company’s or any of its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ Intellectual Property. No other Person has any right or claim in any of the Company’s or any of its Subsidiaries’ Intellectual Property by others challenging the validity, scope or enforceability virtue of any contract, license or other agreement entered into between such Intellectual Property Rights; (iii) neither Person and the Company or any of its Subsidiaries or by any non-contractual obligation, other than by written licenses granted by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice alleging of any infringement, misappropriation claim challenging the rights of the Company or other violation any of its Subsidiaries in or to any Intellectual Property Rights whichowned, individually licensed or in optioned by the aggregateCompany or any of its Subsidiaries, which claim, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities that are necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a5.18(a) does not relate to environmental matters, such items being the subject of Section 5.185.19. (b) Except as described in the Commission Documents, (i) the The Company and its Subsidiaries own or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Intellectual Property Rights”) currently employed by them in connection with the business as described in the Commission Documents, except where the failure to own, possess, license, or have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries Subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is are owned solely by the Company or its Subsidiaries and is owned are free and clear of all liens, encumbrances, defects and other restrictionsrestrictions except for liens, encumbrances, defects and restrictions as would not, individually or in the aggregate, have a Material Adverse Effect; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third partyparty that would, individually or in the aggregate, have a Material Adverse Effect; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated, or Intellectual Property Rights have been assigned to the Company by applicable law; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (ai) The Except as disclosed in the Commission Documents, the Company and its Subsidiaries possess all material licenses, sub-licenses, certificates, permits and other authorizations issued by, and permits issued by have made all declarations and filings with, the appropriate federal, state Governmental Entities that are necessary for the ownership or foreign regulatory authorities necessary to conduct lease of their respective businessesproperties or the conduct of their respective businesses as described in the Commission Documents, except where the failure to possess such certificates, authorizations or permits make the same would not, individually or in the aggregate, have a Material Adverse Effect; and . Except as described in the Commission Documents or would not, have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the any revocation or modification of any such license, sub-license, certificate, permit or authorization or has any reason to believe that any such license, sub-license, certificate, permit which, singly or authorization will not be renewed in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documentsordinary course. This Section 5.17(a5.15(i) does not relate to environmental matters, such items being the subject of Section 5.185.16. (bii) Except as described otherwise disclosed in the Commission DocumentsDocuments or where the failure to have any of the following would not, reasonably be expected to have a Material Adverse Effect: (i) the Company and its Subsidiaries own or have a valid license and enforceable rights to use all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other source indicators, copyrights and copyrightable works, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures) and all other similar intellectual property, industrial property and proprietary rights (including any all registrations and applications for registration of, and all registrations, applications for registration, and goodwill associated with any of with, the foregoing foregoing) (collectively, “Intellectual Property RightsProperty”) currently employed by them used in connection with or necessary for the business conduct of their respective businesses and as described in the Commission Documents, except where the failure proposed to own, possess, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effectconducted; (ii) the Company’s and its Subsidiaries’ conduct of their respective businesses has not infringed, misappropriated or otherwise violated any Intellectual Property Rights owned by of any third party; (iii) the Company and its Subsidiaries andhave not received any written notice and are not otherwise aware of any pending or threatened claim alleging infringement, misappropriation or other violation of any Intellectual Property of any third party, or challenging the validity, enforceability, scope or ownership of any Intellectual Property of the Company or its Subsidiaries; (iv) to the Knowledge of the Company’s Knowledge, the no Intellectual Property Rights owned by or exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received been infringed, misappropriated or otherwise violated by any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictionsthird party; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by Knowledge of the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any all Intellectual Property Rights of a third party; (vii) all employees owned by or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights exclusively licensed to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violatedits Subsidiaries is valid and enforceable in all material respects; and (viiivi) the Company and its Subsidiaries usehave taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property, and have used, commercially reasonable efforts the value of which to appropriately maintain all information intended to be maintained as a trade secretthe Company or any of its Subsidiaries is contingent upon maintaining the confidentiality thereof.

Operation of Business. (a) The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a5.18(a) does not relate to environmental matters, such items being the subject of Section 5.185.19. (b) Except as described in the Commission Documents, (i) the Company and its Subsidiaries own or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Intellectual Property Rights”) currently employed by them in connection with the business as described in the Commission Documents, except where the failure to own, possess, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries Subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably expected to have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictionsrestrictions except for liens, encumbrances, defects and restrictions as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third partyparty that would, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated, or Intellectual Property Rights have been assigned to the Company by applicable law; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Other than with respect to environmental matters, the Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businessesits business, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has have received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, except as described in the Commission Documents. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the The Company and its the Subsidiaries own have, or have a valid license rights to use, all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures)patent applications, trademarks, trademark applications, service marks, trade names, domain names trade secrets, inventions, copyrights, licenses and other intellectual property, including any property rights and all registrations, applications similar rights necessary or required for registration, use in connection with their respective businesses as described in the Commission Documents and goodwill associated with any of which the foregoing failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) currently employed by them in connection with that any of, the business Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except where such action would not reasonably be expected to have a Material Adverse Effect. Other than as specifically described in the Commission Documents, except where neither the failure to ownCompany nor any Subsidiary has received, possess, license, have since the right to use any date of the foregoing would not reasonably be expected to result in latest audited financial statements included within the Commission Documents, a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to written notice of a claim or otherwise has any Knowledge that the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries products or planned products as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to violate or infringe upon the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability rights of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringementPerson, misappropriation except as could not have or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to not have a Material Adverse Effect; (iv) . To the knowledge of the Company, all such Intellectual Property Rights owned or purported to be owned are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company or and its Subsidiaries is owned solely by have taken reasonable security measures to protect the Company or its Subsidiaries secrecy, confidentiality and is owned free and clear value of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Companyof their intellectual properties, except where failure to the extent that the infringement, misappropriation or violation, would do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Except as disclosed in the Commission Documents, each of the Company and its Subsidiaries possess has all material certificatesPermits that are required to own, authorizations lease or operate its properties and permits issued by the appropriate federal, state or foreign regulatory authorities necessary assets and to conduct their respective businessesits business as currently conducted, except where for such Permits that are not, individually or in the failure aggregate, material to possess such certificatesthe Company and its Subsidiaries, authorizations taken as a whole (the “Material Permits”). Except as disclosed in the Commission Documents or permits as would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except(i) to the Company’s Knowledge, each Material Permit is in each casefull force and effect in accordance with its terms, (ii) no written notice of revocation, cancellation or termination of any Material Permit has been received by the Company or any of its Subsidiaries and (iii) there are, and have been, no Proceedings pending or, to the Company’s Knowledge, threatened relating to the suspension, revocation or material and adverse modification of any of such Material Permit. Except as described disclosed in the Commission Documents, neither the execution, delivery or performance by the Company of this Agreement, the Registration Rights Agreement and the other Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will, directly or indirectly, require the provision of any notice to any Governmental Entity or the approval of any Material Permit for the continued conduct of the business of the Company and its Subsidiaries as currently conducted. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described disclosed in the Commission Documents, (i) the Company all necessary fees and its Subsidiaries own or have a valid license filings with respect to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Company Registered Intellectual Property Rights”) currently employed by them have been timely submitted to the relevant intellectual property office or Governmental Entity and Internet domain name registrars to maintain such Company Registered Intellectual Property in connection with the business as described in the Commission Documentsfull force and effect, except where the failure to owndo so would not, possessindividually or in the aggregate, license, have the right to use any of the foregoing would not reasonably be expected to result in have a Material Adverse Effect; (ii) . Except as disclosed in the Commission Documents, no issuance or registration obtained and no application filed by the Company or any of its Subsidiaries for any Intellectual Property Rights owned by has been cancelled, abandoned, allowed to lapse or not renewed, except where the Company and or any of its Subsidiaries has, in its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such issuance, registration or application, or except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, there are no material Proceedings pending, including litigations, interference, re-examination, inter parties review, reissue, opposition, nullity, or cancellation proceedings pending that relate to any of the Company Registered Intellectual Property and, to the Company’s Knowledge, no such Proceedings are threatened by any Governmental Entity or any other Person. Except as disclosed in the Commission Documents, the Company or one of its Subsidiaries exclusively owns all right, title and interest in and to all Company-Owned Intellectual Property free and clear of all Liens or obligations to others (other than Permitted Liens), except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, the Company or one of its Subsidiaries has rights under all Contracts for Company Licensed Intellectual Property to use, sell, license and otherwise exploit, as the case may be, all Company Licensed Intellectual Property licensed pursuant to such Contracts as the same is currently used, sold, licensed and otherwise exploited by the Company or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, the Company-Owned Intellectual Property and the Company Licensed Intellectual Property constitute all of the Intellectual Property Rights exclusively licensed owned, used or held for use by the Company or any of its Subsidiaries in the operation of their respective businesses, and all Intellectual Property Rights necessary and sufficient to enable the Company and its Subsidiaries to conduct their respective businesses as currently conducted. Except as disclosed in the Commission Documents, the Company Registered Intellectual Property and, to the Knowledge of the Company, the Company Licensed Intellectual Property is valid, subsisting and enforceable (except for applications for Company Registered Intellectual Property that have not issued), and all of the rights of the Company and its Subsidiaries in and to the Company Registered Intellectual Property, the Company-Owned Intellectual Property and the Company Licensed Intellectual Property, are valid and enforceable, in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity, except where the failure to be valid and enforceable would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, the Company and its Subsidiaries have taken reasonable steps to safeguard and maintain the secrecy of any trade secrets, know-how and other confidential information owned by, possessed or used by the Company and its Subsidiaries, except where the failure to do so would not, individually or in each casethe aggregate, which are material reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, none of the Company-Owned Intellectual Property and, to the Company’s Knowledge, none of the Company Licensed Intellectual Property, is subject to any outstanding Order that restricts in any manner the use, sale, transfer, licensing or exploitation thereof by the Company or any of its Subsidiaries or affects the validity, use or enforceability of any such Company-Owned Intellectual Property or Company Licensed Intellectual Property in a manner that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company Subsidiaries nor any of the Company Products offered, marketed, licensed, provided, sold, distributed or otherwise exploited by the Company and its Subsidiaries has received any notice alleging any infringementnor the design, misappropriation development, manufacturing, reproduction, use, marketing, offer for sale, sale, importation, exportation, distribution, maintenance or other violation exploitation of any Company Product infringes, constitutes or results from an unauthorized use or misappropriation of or otherwise violates any Intellectual Property Rights whichof any other Person in a manner that would, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by . Except as disclosed in the Commission Documents, there is no Proceeding pending nor has the Company or any of its Subsidiaries is owned solely by received any written communications (i) alleging that the Company or any of its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, violated any Intellectual Property Rights owned by of any other Person, (ii) challenging the validity, enforceability, use or exclusive ownership of any Company-Owned Intellectual Property or (iii) inviting the Company or any of its Subsidiaries to take a license under any Patent or consider the applicability of any Patents to any products or services of the Company or any of its Subsidiaries or to the conduct of the business of the Company or any of its Subsidiaries, except to the extent that the infringement, misappropriation or violation, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) . Except as disclosed in the Commission Documents, to the Company’s Knowledge, neither the Company nor no Person is infringing, misappropriating, misusing, diluting or violating any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Company-Owned Intellectual Property Rights of or Company Licensed Intellectual Property in a third party; (vii) all employees manner that would, individually or contractors engaged in the development aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, each of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries usehas obtained, possesses and is in compliance with valid licenses to use all of the Software present on the computers and other Software-enabled electronic devices that it owns or leases or that is otherwise used by the Company and its Subsidiaries and/or its employees in connection with the business of the Company and its Subsidiaries, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secretMaterial Adverse Effect.

Operation of Business. (a) The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities that are necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a5.18(a) does not relate to environmental matters, such items being the subject of Section 5.185.19. (b) Except as described in the Commission Documents, (i) the Company and its Subsidiaries own or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Intellectual Property Rights”) currently employed by them in connection with the business as described in the Commission Documents, except where the failure to own, possess, license, or have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries Subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is are owned solely by the Company or its Subsidiaries and is owned are free and clear of all liens, encumbrances, defects and other restrictionsrestrictions except for liens, encumbrances, defects and restrictions as would not, individually or in the aggregate, have a Material Adverse Effect; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.,

Operation of Business. (a) The Company and its Subsidiaries possess have timely obtained and hold all material certificatesPermits (the “Material Permits”) that are required to own, authorizations lease or operate their respective properties and permits issued by the appropriate federal, state or foreign regulatory authorities necessary assets and to conduct their respective businessesbusinesses as currently conducted, except where the failure to possess such certificates, authorizations or permits obtain the same would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, exceptMaterial Permits include, in each casebut are not limited to, all material FAA and TSA certificates, licenses, consents, exemptions, ratings, approvals and other authorizations and permissions required for the operation of the Company’s and its Subsidiaries’ respective businesses as currently conducted as described in the Commission Documents. Except as disclosed in the Commission Documents, and as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (a) each Material Permit has been duly and validly obtained by the Company or one of its Subsidiaries and is in full force and effect in accordance with its terms, (b) no outstanding written notice of revocation, cancellation or termination of any Material Permit has been received by the Company or any of its Subsidiaries, (c) to the Knowledge of the Company, none of such Permits upon its termination or expiration in the ordinary due course will not be renewed or reissued in the ordinary course of business upon terms and conditions substantially similar to its existing terms and conditions, (d) there are no Actions pending or, to the Knowledge of the Company, threatened, that seek the revocation, cancellation, limitation, restriction or termination of any Material Permit and (e) the Company and its Subsidiaries are in compliance with all Material Permits applicable to them. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described disclosed in the Commission Documents, (i) the Company and its Subsidiaries own Documents or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Intellectual Property Rights”) currently employed by them in connection with the business as described in the Commission Documents, except where the failure to own, possess, license, have the right to use any of the foregoing would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect; (ii) , the Company or one of its Subsidiaries owns and possesses all right, title and interest in and to, or has licenses or other rights to use, all Intellectual Property Rights owned used or held for use by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries Subsidiaries as described currently conducted and as presently proposed to be conducted. Except as disclosed in the Commission Documents are valid, subsisting and enforceable, and there is no pending orDocuments, to the Knowledge of the Company’s Knowledge, threatened actionthe Company has not received any communications alleging that, suitas of the date hereof, proceeding the Company or claim any if its Subsidiaries has violated, or by others challenging the validityconducting its business, scope or enforceability is violating any Intellectual Property rights of any such Intellectual Property Rights; (iii) neither other Person. To the Knowledge of the Company, no product or service marketed or sold by the Company nor or any of its Subsidiaries has received violates any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights whichrights of any other Person, which violation would, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by . Except as disclosed in the Commission Documents, the Company or one of its Subsidiaries is owned solely by has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that the Company or and its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) own or lease or that it has otherwise provided to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Companyits employees for their use in connection with its business, except where the failure to the extent that the infringement, misappropriation or violation, do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) . Except as disclosed in the Commission Documents, other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding material options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company’s Knowledgeor any Company Subsidiary’s Intellectual Property, neither nor is the Company nor or any of its Subsidiaries infringesbound by or a party to any material options, misappropriates licenses or otherwise violatesagreements of any kind with respect to the patents, or has infringedtrademarks, misappropriated or otherwise violatedservice marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any Intellectual Property Rights of a third party; (vii) all other Person. There are no employees or contractors engaged in the development of Intellectual Property Rights on behalf consultants of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such its Subsidiaries that own any Intellectual Property Rights to the Company or the applicable Subsidiary, and rights related to the Company’s or such Subsidiary’s business as now conducted and as presently proposed to be conducted. To the Knowledge no such agreement has been breached of the Company, it will not be necessary to use any inventions of any of its employees or violated; and consultants (viiior Persons it currently intends to hire) made prior to their employment by the Company and or any of its Subsidiaries useSubsidiaries, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secretincluding prior employees or consultants.

Operation of Business. (a) The Except as disclosed in the Commission Documents, each of the Company and its Subsidiaries possess is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, authorizations approvals and permits issued by orders of any Governmental Authority necessary for each of the appropriate federalCompany and its Subsidiaries to own, state lease and operate its properties or foreign regulatory authorities necessary to conduct their respective businessescarry on its business as it is now being conducted as disclosed in the Commission Documents (the “Permits”), except where the failure to possess have such certificates, authorizations or permits Permits would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would not reasonably be expected to have a Material Adverse Effect. No suspension or cancellation of any of the Permits is pending or, to the Knowledge of the Company, threatened in writing. Neither the Company nor any of its Subsidiaries is, or has been since December 31, 2021, in conflict with, or in default, breach or violation of (a) any statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or (b) any Material Agreement or Permit, except, in each case, as described in the Commission Documentsfor any such conflicts, defaults, breaches or violations that would not have or would not reasonably be expected to have a Material Adverse Effect. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the The Company and its Subsidiaries the Subsidiary own or have a valid license possess adequate enforceable rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mxxx registrations, Internet domain name registrations, copyrights, know copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names ) and any other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing property rights (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with the business as described in the Commission Documents), except where the failure to own, possess, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to necessary for the conduct of the business their respective businesses as conducted as of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Companydate hereof, except to the extent that the infringement, misappropriation failure to own or violation, possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to result in a material liability to the Company or any of its Subsidiaries. The Company and the Subsidiaries have a Material Adverse Effect; (vi) not received any written notice of any claim of infringement, misappropriation, or conflict which asserted Intellectual Property rights of others. To the Company’s knowledge, no Person is infringing, misappropriating, or otherwise conflicting with the Intellectual Property owned by the Company. There are no pending, or to the Company’s Knowledgeknowledge, neither threatened judicial or other proceedings challenging the Company nor Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ Intellectual Property. No other entity or individual has any right or claim in any of the Company’s or any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Subsidiary’s Intellectual Property Rights by virtue of a third party; (vii) all employees any contract, license or contractors engaged in the development of Intellectual Property Rights on behalf of other agreement entered into between such entity or individual and the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their rightby any non-contractual obligation, title and interest in and to such Intellectual Property Rights to other than by written licenses granted by the Company or the applicable any Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its the Subsidiaries possess or have obtained, all material licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and permits issued by have made all declarations and filings with, the appropriate federal, state state, local or foreign regulatory authorities Governmental Entity that are necessary to conduct for the ownership or lease of their respective businessesproperties or the conduct of their respective businesses as currently conducted, as described or incorporated by reference in the Registration Statement and the Prospectus (the “Permits”), except where the failure to possess such certificatespossess, authorizations obtain or permits make the same would not, individually or in the aggregate, have a Material Adverse Effect; and neither . Neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of proceedings any proceeding relating to the revocation or modification of any such certificatePermit or has any reason to believe that such Permit will not be renewed in the ordinary course, authorization or permit whichexcept where the failure to obtain any such renewal would not, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a4.16(a) does not relate to environmental matters, such items being the subject of Section 5.184.17. (b) Except as described or incorporated by reference in the Commission DocumentsRegistration Statement and the Prospectus, (i) the Company and its Subsidiaries own or have a valid license possess adequate enforceable rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mxxx registrations, Internet domain name registrations, copyrights, know copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing ) (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary for the business conduct of their respective businesses as described in conducted as of the Commission Documentsdate hereof, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use any of such Intellectual Property would not, individually or in the foregoing would not aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and. There are no pending, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, or to the Company’s Knowledge, threatened action, suit, proceeding judicial proceedings or interference proceedings challenging the Company’s or any of its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ Intellectual Property. No other Person has any right or claim in any of the Company’s or any of its Subsidiaries’ Intellectual Property by others challenging the validity, scope or enforceability virtue of any contract, license or other agreement entered into between such Intellectual Property Rights; (iii) neither Person and the Company or any of its Subsidiaries or by any non-contractual obligation, other than by written licenses granted by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice alleging of any infringement, misappropriation claim challenging the rights of the Company or other violation any of its Subsidiaries in or to any Intellectual Property Rights whichowned, individually licensed or in optioned by the aggregateCompany or any of its Subsidiaries, which claim, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its Subsidiaries possess possesses all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businessesits business, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, except as described in the Commission SEC Documents. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission DocumentsThe Company has, (i) the Company and its Subsidiaries own or have a valid license has rights to use, all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures)patent applications, trademarks, trademark applications, service marks, trade names, domain names trade secrets, inventions, copyrights, licenses and other intellectual property, including any property rights and all registrations, applications similar rights necessary or required for registration, use in connection with their respective businesses as described in the SEC Documents and goodwill associated with any of which the foregoing failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). The Company has not received a notice (written or otherwise) currently employed by them in connection with that any of, the business as described in Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the Commission Documentsdate of this Agreement, except where the failure to own, possess, license, have the right to use any of the foregoing such action would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) . Other than as specifically described in the SEC Documents, the Company has not received, since the date of the latest audited financial statements included within the SEC Documents, a written notice of a claim or otherwise has any Knowledge that the Company’s products or planned products as described in the SEC Documents violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights owned or purported are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company has taken reasonable security measures to be owned by protect the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries secrecy, confidentiality and is owned free and clear value of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Companyof their intellectual properties, except where failure to the extent that the infringement, misappropriation or violation, would do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities that are necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a5.18(a) does not relate to environmental matters, such items being the subject of Section 5.185.19. (b) Except as described in the Commission Documents, (i) the Company and its Subsidiaries own or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Intellectual Property Rights”) currently employed by them in connection with the business as described in the Commission Documents, except where the failure to own, possess, license, or have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries Subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is are owned solely by the Company or its Subsidiaries and is owned are free and clear of all liens, encumbrances, defects and other restrictionsrestrictions except for liens, encumbrances, defects and restrictions as would not, individually or in the aggregate, have a Material Adverse Effect; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third partyparty that would, individually or in the aggregate, have a Material Adverse Effect; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated, or Intellectual Property Rights have been assigned to the Company by applicable law; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a5.18(a) does not relate to environmental matters, such items being the subject of Section 5.185.19. (b) Except as described in the Commission Documents, (i) the Company and its Subsidiaries own or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Intellectual Property Rights”) currently employed by them in connection with the business as described in the Commission Documents, except where the failure to own, possess, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably expected to have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is are owned solely by the Company or its Subsidiaries and is are owned free and clear of all liens, encumbrances, defects and other restrictions, except for liens, encumbrances, defects and restrictions as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businessesits business, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has have received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, except as described in the Commission SEC Documents. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the The Company and its the Subsidiaries own have, or have a valid license rights to use, all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures)patent applications, trademarks, trademark applications, service marks, trade names, domain names trade secrets, inventions, copyrights, licenses and other intellectual property, including any property rights and all registrations, applications similar rights necessary or required for registration, use in connection with their respective businesses as described in the SEC Documents and goodwill associated with any of which the foregoing failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) currently employed by them in connection with that any of, the business as described in Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the Commission Documentsdate of this Agreement, except where the failure to own, possess, license, have the right to use any of the foregoing such action would not reasonably be expected to result in have a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries . Other than as specifically described in the Commission Documents are validSEC Documents, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any Subsidiary has received, since the date of its Subsidiaries the latest audited financial statements included within the SEC Documents, a written notice of a claim or otherwise has received any notice alleging any infringement, misappropriation Knowledge that the Company’s products or other violation of Intellectual Property Rights which, individually or planned products as described in the aggregateSEC Documents violate or infringe upon the rights of any Person, if the subject of an unfavorable decision, ruling except as could not have or finding, would reasonably be expected to not have a Material Adverse Effect; (iv) . To the knowledge of the Company, all such Intellectual Property Rights owned or purported to be owned are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company or and its Subsidiaries is owned solely by have taken reasonable security measures to protect the Company or its Subsidiaries secrecy, confidentiality and is owned free and clear value of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Companyof their intellectual properties, except where failure to the extent that the infringement, misappropriation or violation, would do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its the Subsidiaries possess or have obtained, all material licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and permits issued by have made all declarations and filings with, the appropriate federal, state state, local or foreign regulatory authorities Governmental Entity that are necessary to conduct for the ownership or lease of their respective businessesproperties or the conduct of their respective businesses as currently conducted, as described or incorporated by reference in the Registration Statement and the Prospectus (the “Permits”), except where the failure to possess such certificatespossess, authorizations obtain or permits make the same would not, individually or in the aggregate, have a Material Adverse Effect; and neither . Neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of proceedings any Proceeding relating to the revocation or modification of any such certificatePermit or has any reason to believe that such Permit will not be renewed in the ordinary course, authorization or permit whichexcept where the failure to obtain any such renewal would not, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a4.16(a) does not relate to environmental matters, such items being the subject of Section 5.184.17. (b) Except as described or incorporated by reference in the Commission DocumentsRegistration Statement and the Prospectus, (i) the Company and its Subsidiaries own or have a valid license possess adequate enforceable rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, know copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing ) (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary for the business conduct of their respective businesses as described in conducted as of the Commission Documentsdate hereof, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use any of such Intellectual Property would not, individually or in the foregoing would not aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and. There are no pending, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, or to the Company’s Knowledge, threatened action, suit, proceeding judicial Proceedings or interference Proceedings challenging the Company’s or any of its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ Intellectual Property. No other Person has any right or claim in any of the Company’s or any of its Subsidiaries’ Intellectual Property by others challenging the validity, scope or enforceability virtue of any contract, license or other agreement entered into between such Intellectual Property Rights; (iii) neither Person and the Company or any of its Subsidiaries or by any non-contractual obligation, other than by written licenses granted by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice alleging of any infringement, misappropriation claim challenging the rights of the Company or other violation any of its Subsidiaries in or to any Intellectual Property Rights whichowned, individually licensed or in optioned by the aggregateCompany or any of its Subsidiaries, which claim, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Except as disclosed in the Commission Documents, each of the Company and its Subsidiaries possess has all material certificatesPermits that are required to own, authorizations lease or operate its properties and permits issued by the appropriate federal, state or foreign regulatory authorities necessary assets and to conduct their respective businessesits business as currently conducted, except where for such Permits that are not, individually or in the failure aggregate, material to possess such certificatesthe Company and its Subsidiaries, authorizations taken as a whole (the “Material Permits”). Except as disclosed in the Commission Documents or permits as would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except(i) to the Company’s Knowledge, each Material Permit is in each casefull force and effect in accordance with its terms, (ii) no written notice of revocation, cancellation or termination of any Material Permit has been received by the Company or any of its Subsidiaries and (iii) there are, and have been, no Proceedings pending or, to the Company’s Knowledge, threatened relating to the suspension, revocation or material and adverse modification of any of such Material Permit. Except as described disclosed in the Commission Documents, neither the execution, delivery or performance by the Company of this Agreement, the Registration Rights Agreement and the other Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will, directly or indirectly, require the provision of any notice to any Governmental Entity or the approval of any Material Permit for the continued conduct of the business of the Company and its Subsidiaries as currently conducted. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18.. DOCPROPERTY "CUS_DocIDChunk0" (b) Except as described disclosed in the Commission Documents, (i) the Company all necessary fees and its Subsidiaries own or have a valid license filings with respect to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Company Registered Intellectual Property Rights”) currently employed by them have been timely submitted to the relevant intellectual property office or Governmental Entity and Internet domain name registrars to maintain such Company Registered Intellectual Property in connection with the business as described in the Commission Documentsfull force and effect, except where the failure to owndo so would not, possessindividually or in the aggregate, license, have the right to use any of the foregoing would not reasonably be expected to result in have a Material Adverse Effect; (ii) . Except as disclosed in the Commission Documents, no issuance or registration obtained and no application filed by the Company or any of its Subsidiaries for any Intellectual Property Rights owned by has been cancelled, abandoned, allowed to lapse or not renewed, except where the Company and or any of its Subsidiaries has, in its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such issuance, registration or application, or except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, there are no material Proceedings pending, including litigations, interference, re-examination, inter parties review, reissue, opposition, nullity, or cancellation proceedings pending that relate to any of the Company Registered Intellectual Property and, to the Company’s Knowledge, no such Proceedings are threatened by any Governmental Entity or any other Person. Except as disclosed in the Commission Documents, the Company or one of its Subsidiaries exclusively owns all right, title and interest in and to all Company-Owned Intellectual Property free and clear of all Liens or obligations to others (other than Permitted Liens), except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, the Company or one of its Subsidiaries has rights under all Contracts for Company Licensed Intellectual Property to use, sell, license and otherwise exploit, as the case may be, all Company Licensed Intellectual Property licensed pursuant to such Contracts as the same is currently used, sold, licensed and otherwise exploited by the Company or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, the Company-Owned Intellectual Property and the Company Licensed Intellectual Property constitute all of the Intellectual Property Rights exclusively licensed owned, used or held for use by the Company or any of its Subsidiaries in the operation of their respective businesses, and all Intellectual Property Rights necessary and sufficient to enable the Company and its Subsidiaries to conduct their respective businesses as currently conducted. Except as disclosed in the Commission Documents, the Company Registered Intellectual Property and, to the Knowledge of the Company, the Company Licensed Intellectual Property is valid, subsisting and enforceable (except for applications for Company Registered Intellectual Property that have not issued), and all of the rights of the Company and its Subsidiaries in and to the Company Registered Intellectual Property, the Company-Owned Intellectual Property and the Company Licensed Intellectual Property, are valid and enforceable, in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity, except where the failure to be valid and enforceable would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, the Company and its Subsidiaries have taken reasonable steps to safeguard and maintain the secrecy of any trade secrets, know-how and other confidential information owned by, possessed or used by the Company and its Subsidiaries, except where the failure to do so would not, individually or in each casethe aggregate, which are material reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, none of the Company-Owned Intellectual Property and, to the Company’s Knowledge, none of the Company DOCPROPERTY "CUS_DocIDChunk0" Licensed Intellectual Property, is subject to any outstanding Order that restricts in any manner the use, sale, transfer, licensing or exploitation thereof by the Company or any of its Subsidiaries or affects the validity, use or enforceability of any such Company-Owned Intellectual Property or Company Licensed Intellectual Property in a manner that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the conduct of the Business of the Company and its Subsidiaries nor any of the Company Products offered, marketed, licensed, provided, sold, distributed or otherwise exploited by the Company and its Subsidiaries nor the design, development, manufacturing, reproduction, use, marketing, offer for sale, sale, importation, exportation, distribution, maintenance or other exploitation of any Company Product infringes, constitutes or results from an unauthorized use or misappropriation of or otherwise violates any Intellectual Property Rights of any other Person in a manner that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, there is no Proceeding pending nor has the Company or any of its Subsidiaries received any written communications (i) alleging that the Company or any of its Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property Rights of any other Person, (ii) challenging the validity, enforceability, use or exclusive ownership of any Company-Owned Intellectual Property or (iii) inviting the Company or any of its Subsidiaries to take a license under any Patent or consider the applicability of any Patents to any products or services of the Company or any of its Subsidiaries or to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the CompanySubsidiaries, except to the extent that the infringement, misappropriation or violation, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) . Except as disclosed in the Commission Documents, to the Company’s Knowledge, neither the Company nor no Person is infringing, misappropriating, misusing, diluting or violating any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Company-Owned Intellectual Property Rights of or Company Licensed Intellectual Property in a third party; (vii) all employees manner that would, individually or contractors engaged in the development aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, each of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries usehas obtained, possesses and is in compliance with valid licenses to use all of the Software present on the computers and other Software-enabled electronic devices that it owns or leases or that is otherwise used by the Company and its Subsidiaries and/or its employees in connection with the Business of the Company and its Subsidiaries, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secretMaterial Adverse Effect.

Operation of Business. (a) The Company and its Subsidiaries possess all material certificatessuch permits, licenses, approvals, consents and other authorizations (including licenses, accreditation and permits other similar documentation or approvals of any local health departments) (collectively, “Governmental Licenses”) issued by the appropriate federal, state state, local or foreign regulatory authorities agencies or bodies necessary to conduct their respective businessesthe business now operated by them, except where the failure to possess such certificates, authorizations or permits would notGovernmental Licenses, individually or in the aggregate, would not have a Material Adverse Effect; . Company and its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply, individually or in the aggregate, would not have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth in the SEC Documents or the Registration Statement, neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregateGovernmental Licenses that, if the subject of an any unfavorable decision, ruling or finding, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a) 4.14 does not relate to environmental matters, such items being the subject of Section 5.184.15. (b) Except as described set forth in the Commission SEC Documents, (i) the Company and its Subsidiaries own or have a valid license to all possess adequate patents, patent rights, licenses, inventions, copyrights, know know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names trade dress, logos, copyrights and other intellectual property, including any and including, without limitation, all registrations, applications for registration, and goodwill associated with any of the foregoing intellectual property described in the SEC Documents as being owned or licensed by Company (collectively, “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary to carry on the business now operated by it. Except as described set forth in the Commission SEC Documents, except where the failure there are no actions, suits or judicial proceedings pending, or to ownCompany’s knowledge threatened, possess, license, have the right relating to use patents or proprietary information to which Company or any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the is a party or of which any property of Company and or any of its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceableSubsidiaries is subject, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging or is otherwise aware of any infringement, misappropriation infringement of or other violation conflict with asserted rights of others with respect to any Intellectual Property Rights whichor of any facts or circumstances that could render any Intellectual Property invalid or inadequate to protect the interest of Company and its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Except as disclosed in the Commission Documents, each of the Company and its Subsidiaries possess is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, authorizations approvals and permits issued by orders of any Governmental Authority reasonably necessary for each of the appropriate federalCompany and its Subsidiaries to own, state lease and operate its properties or foreign regulatory authorities necessary to conduct their respective businessescarry on its business as it is now being conducted as disclosed in the Commission Documents (the “Permits”), except where the failure to possess have such certificates, authorizations or permits Permits would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would not reasonably be expected to have a Material Adverse Effect. No suspension or cancellation of any of the Permits is, to the Knowledge of the Company, pending or threatened in writing. Neither the Company nor any of its Subsidiaries is, or has been since January 19, 2022, in conflict with, or in default, breach or violation of (a) any statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or (b) any Material Contract or Permit, except, in each case, as described in the Commission Documentsfor any such conflicts, defaults, breaches or violations that would not have or would not reasonably be expected to have a Material Adverse Effect. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the The Company and or one of its Subsidiaries own owns or have a valid license possesses adequate enforceable rights to use all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications Intellectual Property necessary for registration, and goodwill associated with any the conduct of their respective businesses as conducted as of the foregoing (collectively, “Intellectual Property Rights”) currently employed by them in connection with the business as described in the Commission Documentsdate hereof, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights whichwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned . There are no pending, or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating threatened judicial proceedings or otherwise violating, interference proceedings challenging the Company’s or has infringed, misappropriated any Subsidiary’s rights in or otherwise violated, to or the validity of the scope of any of the Company’s or its Subsidiaries’ Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would notwould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) to . The Company has not received any written notice of any claim challenging the Company’s Knowledge, neither rights of the Company nor any of or its Subsidiaries infringes, misappropriates in or otherwise violates, or has infringed, misappropriated or otherwise violated, to any Intellectual Property Rights of a third party; (vii) all employees owned, licensed or contractors engaged in the development of Intellectual Property Rights on behalf of optioned by the Company or any Subsidiary have executed which claim, if the subject of an invention assignment agreement whereby such employees or contractors presently assign all of their rightunfavorable decision, title and interest would result in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secretMaterial Adverse Effect.

Operation of Business. (a) The Company and or one or more of its Subsidiaries possess all material certificatespossesses such permits, licenses, approvals, consents and other authorizations (including licenses, accreditation and permits other similar documentation or approvals of any local health departments) issued by the appropriate federal, state state, local or foreign regulatory authorities agencies or bodies as are necessary to conduct their respective businessesthe business now operated by it (collectively, “Governmental Licenses”), except where the failure to possess such certificates, authorizations or permits would notGovernmental Licenses, individually or in the aggregate, would not have a Material Adverse Effect; . The Company and neither its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply, individually or in the aggregate, would not have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect, individually or in the aggregate, would not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit Governmental Licenses which, singly or in the aggregate, if the subject of an any unfavorable decision, ruling or finding, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a) 5.17 does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in To the Commission DocumentsCompany’s Knowledge, (i) the Company and or one or more of its Subsidiaries own owns or have a valid license to all possesses adequate patents, patent rights, licenses, inventions, copyrights, know know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names trade dress, logos, copyrights and other intellectual property, including any and including, without limitation, all registrations, applications for registration, and goodwill associated with any of the foregoing intellectual property described in the Commission Documents as being owned or licensed by the Company (collectively, “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary to carry on the business now operated by it. Except as described set forth in the Commission Documents, except where the failure to ownthere are no actions, possesssuits or judicial proceedings pending, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, or to the Company’s KnowledgeKnowledge threatened in writing, the Intellectual Property Rights exclusively licensed relating to patents or proprietary information to which the Company and or any of its Subsidiaries, in each case, Subsidiaries is a party or of which are material to the conduct of the business any property of the Company and or any of its subsidiaries as described in the Commission Documents are valid, subsisting and enforceableSubsidiaries is subject, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging or is otherwise aware of any infringement, misappropriation infringement of or other violation conflict with asserted rights of others with respect to any Intellectual Property Rights whichor of any facts or circumstances which could render any Intellectual Property invalid or inadequate to protect the interest of the Company and its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businessesits business, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has have received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, except as described in the Commission Documents. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the The Company and its the Subsidiaries own have, or have a valid license rights to use, all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures)patent applications, trademarks, trademark applications, service marks, trade names, domain names trade secrets, inventions, copyrights, licenses and other intellectual property, including any property rights and all registrations, applications similar rights necessary or required for registration, use in connection with their respective businesses as described in the Commission Documents and goodwill associated with any of which the foregoing failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) currently employed by them in connection with that any of, the business Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except where such action would not reasonably be expected to have a Material Adverse Effect. Other than as specifically described in the Commission Documents, except where neither the failure to ownCompany nor any Subsidiary has received, possess, license, have since the right to use any date of the foregoing would not reasonably be expected to result in latest audited financial statements included within the Commission Documents, a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, to written notice of a claim or otherwise has any Knowledge that the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries products or planned products as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to violate or infringe upon the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability rights of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringementPerson, misappropriation except as could not have or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to not have a Material Adverse Effect; (iv) . To the knowledge of the Company, all such Intellectual Property Rights owned or purported to be owned are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company or and its Subsidiaries is owned solely by have taken reasonable security measures to protect the Company or its Subsidiaries secrecy, confidentiality and is owned free and clear value of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Companyof their intellectual properties, except where failure to the extent that the infringement, misappropriation or violation, would do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its Subsidiaries possess have timely obtained and hold all material certificatesPermits (the “Material Permits”) that are required to own, authorizations lease or operate their respective properties and permits issued by the appropriate federal, state or foreign regulatory authorities necessary assets and to conduct their respective businessesbusinesses as currently conducted, except where the failure to possess such certificates, authorizations or permits obtain the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . For the avoidance of doubt, Material Permits include, but are not limited to, all Federal Aviation Administration (“FAA”) and neither Department of Transportation (“DOT”) certificates, licenses, consents, exemptions, ratings, approvals and other authorizations and permissions required for the Company nor any operation of the Company’s and its Subsidiaries has received any notice Subsidiaries’ respective businesses as currently conducted as described in the Commission Documents, the lack of proceedings relating which could reasonably be expected to the revocation or modification of any such certificatehave a Material Adverse Effect. Except as would not, authorization or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except(a) each Material Permit has been duly and validly obtained by the Company or one of its Subsidiaries and is in full force and effect in accordance with its terms, in each case(b) no outstanding written notice of revocation, as described cancellation or termination of any Material Permit has been received by the Company or any of its Subsidiaries, (c) to the Knowledge of the Company, none of such Permits upon its termination or expiration in the Commission Documentsordinary due course will not be renewed or reissued in the ordinary course of business upon terms and conditions substantially similar to its existing terms and conditions, (d) there are no Actions pending or, to the Knowledge of the Company, threatened, that seek the revocation, cancellation, limitation, restriction or termination of any Material Permit and (e) the Company and its Subsidiaries are in compliance with all Material Permits applicable to them. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the The Company and its Subsidiaries own or have a valid license possess adequate rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mxxx registrations, Internet domain name registrations, copyrights, know copyright registrations, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing ) (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary for the business conduct of their respective businesses as described in conducted as of the Commission Documentsdate hereof, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since December 31, 2021, the Company and its Subsidiaries have not received any written notice of any claim of infringement or other violation of Intellectual Property rights of any third Person, which infringement or other violation, if the foregoing subject of an unfavorable decision, would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and. Except as would not be, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described individually or in the Commission Documents aggregate, reasonably expected to have a Material Adverse Effect, (i) there are validno pending, subsisting and enforceable, and there is no pending or, or to the Company’s Knowledge, threatened actionjudicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ owned Intellectual Property; and (ii) to the Knowledge of the Company, suit, proceeding no other entity or individual has any right or claim by others challenging in any of the validity, scope Company’s or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries Subsidiary’s owned Intellectual Property by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses or other agreements granted or entered into by the Company or any Subsidiary. Since December 31, 2021, the Company has not received any written notice alleging of any infringement, misappropriation claim challenging the rights of the Company or other violation of its Subsidiaries in or to any Intellectual Property Rights which, individually owned or in exclusively licensed by the aggregateCompany or any Subsidiary which claim, if the subject of an unfavorable decision, ruling or finding, would have reasonably be expected to result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its Subsidiaries possess have timely obtained and hold all material certificatesPermits (the “Material Permits”) that are required to own, authorizations lease or operate their respective properties and permits issued by the appropriate federal, state or foreign regulatory authorities necessary assets and to conduct their respective businessesbusinesses as currently conducted, except where the failure to possess such certificates, authorizations or permits obtain the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . For the avoidance of doubt, Material Permits include, but are not limited to, all Federal Aviation Administration (“FAA”) and neither Department of Transportation (“DOT”) certificates, licenses, consents, exemptions, ratings, approvals and other authorizations and permissions required for the Company nor any operation of the Company’s and its Subsidiaries has received any notice Subsidiaries’ respective businesses as currently conducted as described in the Commission Documents, the lack of proceedings relating which could reasonably be expected to the revocation or modification of any such certificatehave a Material Adverse Effect. Except as would not, authorization or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except(a) each Material Permit has been duly and validly obtained by the Company or one of its Subsidiaries and is in full force and effect in accordance with its terms, in each case(b) no outstanding written notice of revocation, as described cancellation or termination of any Material Permit has been received by the Company or any of its Subsidiaries, (c) to the Knowledge of the Company, none of such Permits upon its termination or expiration in the Commission Documentsordinary due course will not be renewed or reissued in the ordinary course of business upon terms and conditions substantially similar to its existing terms and conditions, (d) there are no Actions pending or, to the Knowledge of the Company, threatened, that seek the revocation, cancellation, limitation, restriction or termination of any Material Permit and (e) the Company and its Subsidiaries are in compliance with all Material Permits applicable to them. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18. (b) Except as described in the Commission Documents, (i) the The Company and its Subsidiaries own or have a valid license possess adequate rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service xxxx registrations, Internet domain name registrations, copyrights, know copyright registrations, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing ) (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary for the business conduct of their respective businesses as described in conducted as of the Commission Documentsdate hereof, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since the date that is one year prior to the Closing Date, the Company and its Subsidiaries have not received any written notice of any claim of infringement or other violation of Intellectual Property rights of any third Person, which infringement or other violation, if the foregoing subject of an unfavorable decision, would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and. Except as would not be, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described individually or in the Commission Documents aggregate, reasonably expected to have a Material Adverse Effect, (i) there are validno pending, subsisting and enforceable, and there is no pending or, or to the Company’s Knowledge, threatened actionjudicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ owned Intellectual Property; and (ii) to the Knowledge of the Company, suit, proceeding no other entity or individual has any right or claim by others challenging in any of the validity, scope Company’s or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries Subsidiary’s owned Intellectual Property by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses or other agreements granted or entered into by the Company or any Subsidiary. Since the date that is one year prior to the Closing Date, the Company has not received any written notice alleging of any infringement, misappropriation claim challenging the rights of the Company or other violation of its Subsidiaries in or to any Intellectual Property Rights which, individually owned or in exclusively licensed by the aggregateCompany or any Subsidiary which claim, if the subject of an unfavorable decision, ruling or finding, would have reasonably be expected to result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Company and its the Subsidiaries possess or have obtained, all material licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and permits issued by have made all declarations and filings with, the appropriate federal, state state, local or foreign regulatory authorities Governmental Entity that are necessary to conduct for the ownership or lease of their respective businessesproperties or the conduct of their respective businesses as currently conducted, as described or incorporated by reference in the Registration Statement and the Prospectus (the “Permits”), except where the failure to possess such certificatespossess, authorizations obtain or permits make the same would not, individually or in the aggregate, have a Material Adverse Effect; and neither . Neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of proceedings any proceeding relating to the revocation or modification of any such certificatePermit or has any reason to believe that such Permit shall not be renewed in the ordinary course, authorization or permit whichexcept where the failure to obtain any such renewal would not, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a4.16(a) does not relate to environmental matters, such items being the subject of Section 5.184.17. (b) Except as described or incorporated by reference in the Commission DocumentsRegistration Statement and the Prospectus, (i) the Company and its Subsidiaries own or have a valid license possess adequate enforceable rights to use all patents, inventionspatent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mxxx registrations, Internet domain name registrations, copyrights, know copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing ) (collectively, the “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary for the business conduct of their respective businesses as described in conducted as of the Commission Documentsdate hereof, except where to the extent that the failure to own, possess, license, have the right own or possess adequate rights to use any of such Intellectual Property would not, individually or in the foregoing would not aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and. There are no pending, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in the Commission Documents are valid, subsisting and enforceable, and there is no pending or, or to the Company’s Knowledge, threatened action, suit, proceeding judicial proceedings or interference proceedings challenging the Company’s or any of its Subsidiaries’ rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ Intellectual Property. No other Person has any right or claim in any of the Company’s or any of its Subsidiaries’ Intellectual Property by others challenging the validity, scope or enforceability virtue of any contract, license or other agreement entered into between such Intellectual Property Rights; (iii) neither Person and the Company or any of its Subsidiaries or by any non-contractual obligation, other than by written licenses granted by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice alleging of any infringement, misappropriation claim challenging the rights of the Company or other violation any of its Subsidiaries in or to any Intellectual Property Rights whichowned, individually licensed or in optioned by the aggregateCompany or any of its Subsidiaries, which claim, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

Operation of Business. (a) The Except as set forth in the Commission Documents, the Company and or one or more of its Subsidiaries possess all material certificatespossesses such permits, licenses, approvals, consents and other authorizations (including licenses, accreditation and permits other similar documentation or approvals of any local health departments) (collectively, “Governmental Licenses”) issued by the appropriate federal, state state, local or foreign regulatory authorities agencies or bodies, including, without limitation, the United States Food and Drug Administration (“FDA”), necessary to conduct their respective businessesthe business now operated by it, except where the failure to possess such certificates, authorizations or permits would notGovernmental Licenses, individually or in the aggregate, would not have a Material Adverse Effect; . Except as set forth in the Commission Documents, the Company and its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses and all applicable FDA rules and regulations, guidelines and policies, except where the failure to so comply, individually or in the aggregate, would not have a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect, individually or in the aggregate, would not have a Material Adverse Effect. Except as set forth in the Commission Documents, neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit Governmental Licenses which, singly or in the aggregate, if the subject of an any unfavorable decision, ruling or finding, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a) 4.14 does not relate to environmental matters, such items being the subject of Section 5.184.15. (b) Except To the Company’s knowledge and except as described set forth in the Commission Documents, (i) the Company and or one or more of its Subsidiaries own owns or have a valid license to all possesses adequate patents, patent rights, licenses, inventions, copyrights, know know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names trade dress, logos, copyrights and other intellectual property, including any and including, without limitation, all registrations, applications for registration, and goodwill associated with any of the foregoing intellectual property described in the Commission Documents as being owned or licensed by the Company (collectively, “Intellectual Property RightsProperty”) currently employed by them in connection with ), necessary to carry on the business now operated by it. Except as described set forth in the Commission Documents, except where the failure to ownthere are no actions, possesssuits or judicial proceedings pending, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its Subsidiaries and, or to the Company’s Knowledgeknowledge threatened, the Intellectual Property Rights exclusively licensed relating to patents or proprietary information to which the Company and or any of its Subsidiaries, in each case, Subsidiaries is a party or of which are material to the conduct of the business any property of the Company and or any of its subsidiaries as described in the Commission Documents are valid, subsisting and enforceableSubsidiaries is subject, and there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging or is otherwise aware of any infringement, misappropriation infringement of or other violation conflict with asserted rights of others with respect to any Intellectual Property Rights whichor of any facts or circumstances which could render any Intellectual Property invalid or inadequate to protect the interest of the Company and its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; . (ivc) all Intellectual Property Rights owned or purported to be owned The material human clinical trials conducted by the Company or any of its Subsidiaries is owned solely by or in which the Company or any of its Subsidiaries has participated related to sitaxsentan sodium (Txxxxx™) or TBC3711 that are described in the Commission Documents, or the results of which are referred to in the Commission Documents, if any, are the only material human clinical trials currently being conducted by or on behalf of the Company and is owned free and clear of all liensits Subsidiaries and, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by best knowledge of the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or as set forth in the aggregateCommission Documents, have a Material Adverse Effect; (vi) such studies and tests were and, if still pending, are being conducted in accordance with experimental protocols, procedures and controls pursuant to accepted professional scientific standards. Except as set forth in the Company’s KnowledgeCommission Documents, neither the Company nor any of its Subsidiaries infringeshas received any notices or correspondence from the FDA or any other governmental agency requiring the termination, misappropriates suspension or otherwise violatesmodification of any clinical trials conducted by, or on behalf of, the Company or any of its Subsidiaries or in which the Company or any of its Subsidiaries has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged participated that are described in the development Commission Documents, if any, or the results of Intellectual Property Rights which are referred to in the Commission Documents. Except as set forth in the Commission Documents, all human clinical trials previously conducted by or on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees of its Subsidiaries while conducted by or contractors presently assign all on behalf of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable Subsidiaryany of its Subsidiaries, were conducted in accordance with experimental protocols, procedures and controls pursuant to the Company’s Knowledge no such agreement has been breached or violated; and (viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secretaccepted professional scientific standards.