Common use of Patents, Licenses, Franchises and Formulas Clause in Contracts

Patents, Licenses, Franchises and Formulas. (a) The Borrower, together with its Subsidiaries, has a license to use or otherwise has the right to use, free and clear of pending or threatened Liens, all the material patents, patent applications, trademarks, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data bases, licenses, franchises and formulas, or rights with respect to the foregoing (collectively, "Intellectual Property"), and has obtained all licenses and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole. (b) Neither the Borrower nor any of its Subsidiaries has knowledge of any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual Property, or of any existing state of facts that would support a claim that use by the Borrower or any of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right of any other Person and that to the best knowledge of the Borrower and its Subsidiaries no claim is threatened except for such claims that could not individually or in the aggregate reasonably be expected to have a material adverse affect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Patents, Licenses, Franchises and Formulas. (a) The BorrowerParent, together with its Subsidiaries, has a license to use or otherwise has the right to use, free and clear of pending or threatened Liens, all the material patents, patent applications, trademarks, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data bases, licenses, franchises and formulas, or rights with respect to the foregoing (together with all "Intellectual Property" as defined in any Mezzanine Subordinated Note Document, collectively, "Intellectual Property"), and has obtained all licenses and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower Parent and its Subsidiaries taken as a whole. (b) Neither the Borrower Parent nor any of its Subsidiaries has knowledge of any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual Property, or of any existing state of facts that would support a claim that use by the Borrower Parent or any of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right of any other Person and that to the best knowledge of the Borrower Parent and its Subsidiaries no claim is threatened except for such claims that could not not, individually or in the aggregate aggregate, reasonably be expected to have a material adverse affect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower Parent and its Subsidiaries taken as a whole.

Patents, Licenses, Franchises and Formulas. (a) The Borrower, together with Each Credit Party and each of its Subsidiaries, has a license to use Subsidiaries owns or otherwise has the right to use, free and clear of pending or threatened Liens, use all the material patents, patent applicationstrademarks, trademarkspermits, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data bases, licenses, franchises franchises, proprietary information (including, but not limited to, rights in computer programs and databases) and formulas, or rights with respect to the foregoing (collectively, "Intellectual Property")foregoing, and has obtained assignments of all licenses leases and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to have a material adverse effect on Material Adverse Effect. To the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole. (b) Neither the Borrower nor any of its Subsidiaries has best knowledge of such Credit Party or Subsidiary, no claim is pending that any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual Property, or of any existing state of facts that would support a claim that use by the Borrower Credit Party or any Subsidiary of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right a Credit Party infringes upon the asserted rights of any other Person and that to the best knowledge of the Borrower and its Subsidiaries no claim is threatened under any intellectual property, except for such claims that which could not not, individually or in the aggregate aggregate, reasonably be expected to have a material adverse affect on Material Adverse Effect. To the performancebest knowledge of such Credit Party or Subsidiary, businessno claim is pending that such intellectual property owned or licensed by any Credit Party or any Subsidiary of a Credit Party or which such Credit Party or Subsidiary otherwise has the right to use is invalid and unenforceable, assetsexcept for claims which could not, nature of assetsindividually or in the aggregate, liabilities, operations, properties, condition (financial or otherwise) or prospects reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated hereby will not alter or impair any rights of any Credit Party or any Subsidiary of a Credit Party to use any intellectual property in a way that would, individually or in the aggregate, have a Material Adverse Effect. All intellectual property is free and clear of all Liens, except such Liens as would not, individually or in the aggregate, have a Material Adverse Effect and Liens created by the Security Documents. Neither the Borrower and its Subsidiaries taken as a wholenor the Principal Guarantor owns or licenses any material trademarks.

Patents, Licenses, Franchises and Formulas. (a) The BorrowerExcept as set forth in Schedule X, Holdings, together with its Subsidiaries, has a license to use or otherwise has the right to use, free and clear of pending or threatened Liens, all the material patents, patent applications, trademarks, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data bases, licenses, franchises and formulas, or rights with respect to the foregoing (collectively, "Intellectual Property"), and has obtained all licenses and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower Holdings and its Subsidiaries taken as a whole. (b) Neither the Borrower Holdings nor any of its Subsidiaries has knowledge of any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual Property, or of any existing state of facts that would support a claim that use by the Borrower Holdings or any of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right of any other Person and and, that to the best knowledge of the Borrower Holdings and its Subsidiaries Subsidiaries, no claim is threatened except except, in each case, for such claims that could not individually or in the aggregate reasonably be expected to have a material adverse affect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower Holdings and its Subsidiaries taken as a whole.

Patents, Licenses, Franchises and Formulas. (a) The BorrowerHoldings, together with its Subsidiaries, has a license to use or otherwise has the right to use, free and clear of pending or threatened Liens, all the material patents, patent applications, trademarks, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data bases, licenses, franchises and formulas, or rights with respect to the foregoing (collectively, "Intellectual Property"), and has obtained all licenses and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower Holdings and its Subsidiaries taken as a whole. (b) Holdings, together with its Subsidiaries, has the right to practice under and use substantially all of its material Intellectual Property. (c) Neither the Borrower Holdings nor any of its Subsidiaries has knowledge of any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual Property, or of any existing state of facts that would support a claim that use by the Borrower Holdings or any of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right of any other Person and that to the best knowledge of the Borrower Holdings and its Subsidiaries no claim is threatened except for such claims that could not individually or in the aggregate reasonably be expected to have a material adverse affect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower Holdings and its Subsidiaries taken as a whole.

Patents, Licenses, Franchises and Formulas. (a) The BorrowerEach Loan Party, together with its Subsidiaries, has a license to use or otherwise has the right to use, free and clear of pending or threatened Liens, all the material patents, patent applications, trademarks, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data bases, licenses, franchises and formulas, or rights with respect to the foregoing (collectively, "Intellectual Property"), and has obtained all licenses and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower any Loan Party and its Subsidiaries taken as a whole. (b) Neither Each Loan Party, together with its Subsidiaries has the Borrower nor right to practice under and use all of its Intellectual Property. (c) No Loan Party or any of its Subsidiaries has knowledge of any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual Property, or of any existing state of facts that would support a claim that use by the Borrower any Loan Party or any of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right of any other Person and that to the best knowledge of the Borrower each Loan Party and its Subsidiaries no claim is threatened except for such claims that could not individually or in the aggregate reasonably be expected to have a material adverse affect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower any Loan Party and its Subsidiaries taken as a whole.

Patents, Licenses, Franchises and Formulas. (a) The Borrower, together with Each of the Borrower and each of its Subsidiaries, Subsidiaries owns or has a valid existing license to use or otherwise has the right to use, free and clear of pending or threatened Liens, all the material patents, patent applicationstrademarks, trademarkspermits, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data bases, licenses, franchises franchises, proprietary information (including, but not limited to, rights in computer programs and databases) and formulas, or rights with respect to the foregoing (collectively, "Intellectual Property")foregoing, and has obtained assignments of all licenses leases and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, either individually or in the aggregate, could reasonably be expected to have a material adverse effect on Material Adverse Effect. To the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects best knowledge of the Borrower and its Subsidiaries taken as a whole. (b) Neither the Borrower nor any each of its Subsidiaries has knowledge of any Subsidiaries, no claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual Property, or of any existing state of facts is pending that would support a claim that use by the Borrower or any of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right infringes upon the asserted rights of any other Person and that under any intellectual property, except for claims which could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Borrower and each of its Subsidiaries Subsidiaries, no claim is threatened pending that such intellectual property owned or licensed by the Borrower or any Subsidiary thereof or which the Borrower or any Subsidiary thereof otherwise has the right to use is invalid and unenforceable, except for such claims that which could not not, either individually or in the aggregate aggregate, reasonably be expected to have a material adverse affect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Patents, Licenses, Franchises and Formulas. (a) The Borrower, together with Each Credit Party and each of its Subsidiaries, has a license to use Subsidiaries owns or otherwise has the right to use, free and clear of pending or threatened Liens, use all the material patents, patent applicationstrademarks, trademarkspermits, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data bases, licenses, franchises franchises, proprietary information (including, but not limited to, rights in computer programs and databases) and formulas, or rights with respect to the foregoing (collectively, "Intellectual Property")foregoing, and has obtained assignments of all licenses leases and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to have a material adverse effect on Material Adverse Effect. To the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole. (b) Neither the Borrower nor any of its Subsidiaries has best knowledge of such Credit Party or Subsidiary, no claim is pending that any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual Property, or of any existing state of facts that would support a claim that use by the Borrower Credit Party or any Subsidiary of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right a Credit Party infringes upon the asserted rights of any other Person and that to the best knowledge of the Borrower and its Subsidiaries no claim is threatened under any intellectual property, except for such claims that which could not not, individually or in the aggregate aggregate, reasonably be expected to have a material adverse affect on Mater ial Adverse Effect. To the performancebest knowledge of such Credit Party or Subsidiary, businessno claim is pending that such intellectual property owned or licensed by any Credit Party or any Subsidiary of a Credit Party or which such Credit Party or Subsidiary otherwise has the right to use is invalid and unenforceable, assetsexcept for claims which could not, nature of assetsindividually or in the aggregate, liabilities, operations, properties, condition (financial or otherwise) or prospects reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated hereby will not alter or impair any rights of any Credit Party or any Subsidiary of a Credit Party to use any intellectual property in a way that would, individually or in the aggregate, have a Material Adverse Effect. All intellectual property is free and clear of all Liens, except such Liens as would not, individually or in the aggregate, have a Material Adverse Effect and Liens created by the Security Documents. Neither the Borrower and its Subsidiaries taken as a wholenor the Principal Guarantor owns or licenses any material trademarks.

Patents, Licenses, Franchises and Formulas. (a) The Borrower, together with its Subsidiaries, has a license to use or otherwise has the right to use, free and clear of pending or threatened Liens, all the material patents, patent applications, trademarks, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data bases, licenses, franchises and formulas, or rights with respect to the foregoing (collectively, "Intellectual Property"), and has obtained all licenses and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole. (b) The Borrower, together with its Subsidiaries, has the right to practice under and use all Intellectual Property used in connection with the Acquired Business which Warehouse had a right to practice under and use immediately prior to the Transaction. (c) Neither the Borrower nor any of its Subsidiaries has knowledge of any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual PropertyProperty (including the Intellectual Property used in connection with the Acquired Business), or of any existing state of facts that would support a claim that use by the Borrower or any of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right of any other Person and that to the best knowledge of the Borrower and its Subsidiaries no claim is threatened except for such claims that could not individually or in the aggregate reasonably be expected to have a material adverse affect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Patents, Licenses, Franchises and Formulas. (a) The Borrower, together with its Subsidiaries, has a license to use or otherwise has the right to use, free and clear of pending or threatened Liens, all the material patents, patent applications, trademarks, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data bases, licenses, franchises and formulas, or rights with respect to the foregoing (collectively, "Intellectual PropertyINTELLECTUAL PROPERTY"), that are necessary for the present conduct of its business, free from restrictions that are adverse to the use thereof, and has obtained all licenses and other rights of whatever nature, nature that are necessary for the present conduct of its business, in each case without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole. (b) Neither Except as described on Schedule X, neither the Borrower nor any of its Subsidiaries has knowledge of any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual Property, or of any existing state of facts that would support a claim that use by the Borrower or any of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right of any other Person and that and, to the best knowledge of the Borrower and its Subsidiaries Subsidiaries, no such claim is threatened threatened, in each case except for such claims that could not individually or in the aggregate reasonably be expected to have a material adverse affect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Patents, Licenses, Franchises and Formulas. (a) The Borrower, together with its SubsidiariesEach Borrower Entity owns, has a license to use or otherwise has the right to use, free and clear of any pending or or, to the knowledge of the Borrower, threatened Liens (other than Permitted Liens), all the material patents, patent applications, trademarks, permits, service marks, trade names, trade secrets, copyrightsproprietary information and knowledge, proprietary informationtechnology, computer programs, data basesdatabases, copyrights, licenses, franchises and formulas, or rights with respect thereto required to operate and maintain the foregoing Portfolio Assets as presently operated and maintained (collectively, "Intellectual Property"), and has obtained assignments of all licenses leases and other rights of whatever nature, necessary for nature that are material to the present conduct of its businesstheir respective businesses as presently conducted and as presently proposed to be conducted, in each case, except where the failure to own or possess any such Intellectual Property could not reasonably be expected to result in a Material Adverse Effect, and the activities and transactions contemplated by the Transaction Documents, without any known conflict with the rights of others whichothers. (b) Except as set forth on Schedule 4.19 attached hereto and except for any municipal zoning, building or other land use approvals relating to the failure Astoria Bundle and the non-FERC regulated NiMo Assets, the absence of which could not reasonably be expected to obtain whichresult in a material adverse effect on the affected property or asset, (i) each Borrower Entity has obtained and holds in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, easements, rights of way and other rights and approvals which are necessary for the operation of the Portfolio Assets as presently conducted and as presently proposed to be conducted and the activities and transactions contemplated in the Transaction Documents, and (ii) neither the Borrower nor any of its Subsidiaries is in violation of the terms of any such franchise, license, permit, certificate, authorization, easement, right of way, qualification, right or approval, in any such case may bewith respect to clause (i) or (ii) above, which could reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a wholeMaterial Adverse Effect. (b) Neither the Borrower nor any of its Subsidiaries has knowledge of any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual Property, or of any existing state of facts that would support a claim that use by the Borrower or any of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right of any other Person and that to the best knowledge of the Borrower and its Subsidiaries no claim is threatened except for such claims that could not individually or in the aggregate reasonably be expected to have a material adverse affect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Patents, Licenses, Franchises and Formulas. (a) The Each of the Borrower, together with its Subsidiaries, Holdings and their respective Subsidiaries has a license to use or otherwise has the right to use, free and clear of pending or threatened Liens, all the material patents, patent applications, trademarks, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data bases, licenses, franchises and formulas, or rights with respect to the foregoing (collectively, "Intellectual Property"), and has obtained all licenses and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilitiesliabilities (contingent or otherwise), operations, properties, condition (financial or otherwise) ), solvency or prospects of the Borrower Borrower, Holdings and its their respective Subsidiaries taken as a whole. (b) The Borrower and Holdings, together with their respective Subsidiaries, have the right to practice under and use all of their respective Intellectual Property. (c) Neither the Borrower Borrower, Holdings nor any of its their respective Subsidiaries has knowledge of any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual Property, or of any existing state of facts that would support a claim that use by the Borrower Borrower, Holdings or any of its their respective Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right of any other Person and that to the best knowledge of the Borrower Borrower, Holdings and its their respective Subsidiaries no claim is threatened except for such claims that could not individually or in the aggregate reasonably be expected to have a material adverse affect on the performance, business, assets, nature of assets, liabilitiesliabilities (contingent or otherwise), operations, properties, condition (financial or otherwise) ), solvency or prospects of the Borrower Borrower, Holdings and its their respective Subsidiaries taken as a whole.

Patents, Licenses, Franchises and Formulas. (a) The Borrower, together with its Subsidiaries, has a license to use or otherwise has the right to use, free and clear of pending or threatened Liens, all the material patents, patent applications, trademarks, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data bases, licenses, franchises and formulas, or rights with respect to the foregoing (collectively, "Intellectual Property"), and has obtained all licenses and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole. (b) The Borrower, together with its Subsidiaries, has the right to practice under and use all Intellectual Property of Moovies and its Subsidiaries which Moovies and its Subsidiaries had a right to practice under and use immediately prior to the Transaction. (c) Neither the Borrower nor any of its Subsidiaries has knowledge of any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual PropertyProperty (including the Intellectual Property used by Moovies and its Subsidiaries), or of any existing state of facts that would support a claim that use by the Borrower or any of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right of any other Person and that to the best knowledge of the Borrower and its Subsidiaries no claim is threatened except for such claims that could not individually or in the aggregate reasonably be expected to have a material adverse affect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Patents, Licenses, Franchises and Formulas. (a) The Borrower, together with its Subsidiaries, has a license to use or otherwise has the right to use, free and clear of pending or threatened Liens, use all the material patents, patent applications, trademarks, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data bases, licenses, franchises and formulas, or rights with respect to the foregoing (including, without limitation, those necessary to the operation of the CATV Systems) (collectively, "Intellectual Property"), free and clear of pending or threatened Liens, except for Liens existing under or by reason of the Senior Debt Documents, and has obtained all licenses and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole. (b) The Borrower, together with its Subsidiaries, has the right to practice under and use all of its Intellectual Property. (c) Neither the Borrower nor any of its Subsidiaries has knowledge of any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual Property, or of any existing state of facts that would support a claim that use by the Borrower or any of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right of any other Person and that to the best knowledge of the Borrower and its Subsidiaries no claim is threatened except for such claims that could not individually or in the aggregate reasonably be expected to have a material adverse affect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Patents, Licenses, Franchises and Formulas. (a) The Borrower, together with its Subsidiaries, owns, has a license to use or otherwise has the right to use, free and clear of pending or or, to the knowledge of the Borrower and its Subsidiaries, threatened Liens (other than Permitted Liens), all the material patents, patent applications, trademarks, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data basesdatabases, licenses, franchises and formulas, or rights with respect to the foregoing (collectively, "Intellectual Property"), and has obtained all licenses and other rights of whatever nature, nature necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole. (b) As of the Initial Borrowing Date, the Borrower, together with its Subsidiaries, has the right to practice under and use all Intellectual Property which the Company and its Subsidiaries had a right to practice under and use immediately prior to the Transaction. (c) Neither the Borrower nor any of its Subsidiaries has knowledge of any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual Property, or of any existing state of facts that would support a claim that use by any of the Borrower or any of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right of any other Person and that to the best knowledge of the Borrower and its Subsidiaries no claim is threatened threatened, except for such claims that could not individually or in the aggregate reasonably be expected to have a material adverse affect effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Patents, Licenses, Franchises and Formulas. (a) The Borrower, ------------------------------------------ together with its Subsidiaries, owns, has a license to use or otherwise has the right to use, free and clear of pending or or, to the knowledge of the Borrower and its Subsidiaries, threatened Liens (other than Permitted Liens), all the material patents, patent applications, trademarks, service marks, trade names, trade secrets, copyrights, proprietary information, computer programs, data basesdatabases, licenses, franchises and formulas, or rights with respect to the foregoing (collectively, "Intellectual Property"), and has obtained all licenses --------------------- and other rights of whatever nature, nature necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected to have a material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole. (b) As of the Restatement Effective Date, the Borrower, together with its Subsidiaries, has the right to practice under and use all Intellectual Property which the Borrower and its Subsidiaries had a right to practice under and use immediately prior to the Transaction. (c) Neither the Borrower nor any of its Subsidiaries has knowledge of any claim by any third party contesting the validity, enforceability, use or ownership of the Intellectual Property, or of any existing state of facts that would support a claim that use by any of the Borrower or any of its Subsidiaries of any such Intellectual Property has infringed or otherwise violated any Intellectual Property right of any other Person and that to the best knowledge of the Borrower and its Subsidiaries no claim is threatened threatened, except for such claims that could not individually or in the aggregate reasonably be expected to have a material adverse affect effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.