Common use of PERMITS AND INTANGIBLES Clause in Contracts

PERMITS AND INTANGIBLES. The COMPANIES and their employees (for the benefit of a COMPANY) hold all licenses, registrations, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on the COMPANIES. Each COMPANY and its employees (for the benefit of a COMPANY) are licensed or registered as professional employer organizations and/or as control persons thereof, as appropriate, in each jurisdiction in which their activities require such licensing or registration, except where failure to be so licensed or registered could not have a Material Adverse Effect on the COMPANIES. The COMPANIES have delivered to PARENT an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, registrations, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, registrations, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the COMPANIES or any of their employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANIES, the licenses, registrations, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 are valid, and no COMPANY has received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANIES have conducted and are conducting their business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, registrations, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 and are not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect on the COMPANIES. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or materially adversely affect the rights and benefits afforded to the COMPANIES by, any such licenses, registrations, franchises, permits or government authorizations.

PERMITS AND INTANGIBLES. The COMPANIES and their (i) ASH and/or its employees (for the benefit of a COMPANY) hold all licenses, registrations, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on ASH's business and Schedule 5.12 to the COMPANIES. Each COMPANY and its employees (for the benefit of a COMPANY) are licensed or registered as professional employer organizations and/or as control persons thereof, as appropriate, in each jurisdiction in which their activities require such licensing or registration, except where failure to be so licensed or registered could not have a Material Adverse Effect on the COMPANIES. The COMPANIES have delivered to PARENT ASH Disclosure Letter includes an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, registrations, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, registrations, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the COMPANIES or any of their employees (including interests in software or other technology systems, programs and intellectual property) permits (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.135.13 to the ASH Disclosure Letter), titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises and certificates, as well as (a) registered or unregistered trademarks, trade names, patents, patent applications and inventions and discoveries that may be patentable, (b) copyrights owned or held by ASH or any of its employees (including interests in software or other technology systems, programs and intellectual property). To the knowledge Knowledge of ASH and the COMPANIESShareholders, the licenses, registrations, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 to the ASH Disclosure Letter are valid, and no COMPANY ASH has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANIES have ASH has conducted and are is conducting their its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, registrations, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 of the ASH Disclosure letter and are is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect on the COMPANIESASH. Except as specifically provided in Schedule 5.125.12 to the ASH Disclosure Letter, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or materially adversely affect the rights and benefits afforded to the COMPANIES ASH by, any such licenses, registrations, franchises, permits or government authorizations. (ii) The patents, the marks and copyrights, as well as the know how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans and drawings owned, used or licensed by ASH (collectively, the "Trade Secrets") are all those necessary to enable ASH to conduct and to continue to conduct its business as it is currently conducted. Schedule 5.12 of the ASH Disclosure Letter also contains a description of all material Trade Secrets owned or used by ASH. Except as set forth on Schedule 5.12 to the ASH Disclosure Letter (a) all of the patents, marks, copyrights and Trade Secrets (collectively, the "Intellectual Property") are owned, or used under valid licenses, by ASH, and, are free and clear of all liens and other adverse claims; (b) to the Knowledge of ASH and the Shareholders, ASH has not infringed on or misappropriated, is not now infringing on or misappropriating, and has not received any notice that it is infringing on, misappropriating, or otherwise conflicting with the intellectual property rights of any third parties; (c) there is no claim pending or, to the Knowledge of ASH and the Shareholders, threatened against ASH with respect to the alleged infringement or misappropriation by ASH or a conflict with, any intellectual property rights of others; (d) to the Knowledge of ASH and the Shareholders, the operation of any aspect of the business in the manner in which it has heretofore been operated or is presently operated does not give rise to any such infringement or misappropriation; and (e) to the Knowledge of ASH and the Shareholders, there is no infringement or misappropriation of the Intellectual Property by a third party or claim, pending or threatened, against any third party with respect to the alleged infringement or misappropriation of the Intellectual Property by such third party.

PERMITS AND INTANGIBLES. (a) Set forth on Schedule 3.16(a) is an accurate list of all licenses, permits and other governmental authorizations held by the Seller or any of its subsidiaries material to the conduct of its business, including permits, titles, fuel permits, licenses, operating authorities (including ICC operating authorities), state operating licenses or registrations and other interstate or intrastate regulatory licenses and other governmental authorizations and certificates owned or held by the Seller or any of its subsidiaries, copies of which have been provided to the Purchaser if requested. The COMPANIES licenses, permits and their employees other governmental authorizations listed on Schedule 3.16 (for a) are valid, and neither the benefit Seller nor any of a COMPANY) its subsidiaries has received any notice that any Governmental Authority intends to cancel, terminate or not renew any such license, permit or other governmental authorization. The Seller and its subsidiaries hold all licenses, registrations, franchises, permits and other governmental authorizations the absence of any of which could would have a Material Adverse Effect material adverse effect on the COMPANIESBusiness. Each COMPANY The Seller and its employees (for the benefit of a COMPANY) are licensed or registered as professional employer organizations and/or as control persons thereof, as appropriate, in each jurisdiction in which their activities require such licensing or registration, except where failure to be so licensed or registered could not have a Material Adverse Effect on the COMPANIES. The COMPANIES have delivered to PARENT an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, registrations, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, registrations, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the COMPANIES or any of their employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANIES, the licenses, registrations, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 are valid, and no COMPANY has received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANIES subsidiaries have conducted and are conducting their business the Business in substantial compliance with the requirements, standards, criteria and conditions set forth in the applicable permits, licenses, registrationsorders, franchisesapprovals, permits variances, rules and other governmental authorizations listed on Schedules 5.12 and 5.13 regulations and are not in violation of any of the foregoing except where such non-compliance or violation that would not have a Material Adverse Effect material adverse effect on the COMPANIESBusiness. Neither the US Department of Transportation (the "DOT") nor any state regulatory agency has issued the Seller or any subsidiary a safety rating of "unsatisfactory." (b) The Seller's and its subsidiaries' material patents, patent registrations, patent applications, trademarks, service marks, trademark and service xxxx registrations and applications therefor, copyrights, copyright registrations, copyright applications, trade names and corporate names (the "Intellectual Property") are listed on Schedule 3.16. Except as specifically provided disclosed on Schedule 3.16, (i) the Seller and its subsidiaries own and possess all right, title and interest in Schedule 5.12the Intellectual Property and permits, licenses or other agreements to or from third parties regarding the Intellectual Property and (ii) the Seller and its subsidiaries own and possess all right, title and interest in the Seller's technology, inventions, computer software and programs, data and documentation (including electronic media), product drawings, trade secrets, know-how, customer lists, processes, other intellectual property and proprietary information or rights, or permits, licenses or other agreements to or from third parties regarding the foregoing (collectively with the Intellectual Property, the "Proprietary Rights"). The transactions contemplated by this Agreement will not result have no material adverse effect on the Seller's or any of its subsidiaries' right, title and interest in a material default under the Proprietary Rights. (c) No claim by any third party contesting the validity, enforceability, use or a material breach or violation ownership of any Proprietary Right has been made, is currently pending or, to the Seller's knowledge, is threatened. To the knowledge of the Seller, neither it nor any of its subsidiaries has received any notice of, nor is any of them aware of any fact that indicates a likelihood of, any infringement or materially adversely affect the rights and benefits afforded to the COMPANIES misappropriation by, or conflict with, any such licensesthird party with respect to any of the Proprietary Rights. To the knowledge of the Seller, registrationsneither it nor any of its subsidiaries has infringed, franchisesmisappropriated or otherwise conflicted with any rights of any third parties, permits nor is the Seller aware of any infringement, misappropriation or government authorizationsconflict that will occur as a result of the continued operation of the Business. (d) ALL SELLER SOFTWARE INCLUDING THE CA SOFTWARE IS TRANSFERRED "AS IS" AND ANY AND ALL WARRANTIES AS TO THE SELLER SOFTWARE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE ARE HEREBY SPECIFICALLY EXCLUDED, DISCLAIMED AND NEGATED. THE SELLER HEREBY DISCLAIMS ANY WARRANTY (1) REGARDING THE ACCURACY OR COMPLETENESS OF THE SELLER SOFTWARE OR (II) THAT THE SELLER SOFTWARE IS APPROPRIATE FOR THE BUSINESS PURPOSES OR THAT IT IS ERROR-FREE. PURCHASER ACKNOWLEDGES THAT THE DEVELOPMENT OF THE CA SOFTWARE IS NOT COMPLETE AND MAY NEVER BE COMPLETE AND THAT IT IS OF SUCH COMPLEXITY THAT IT MAY HAVE INHERENT DEFECTS.

PERMITS AND INTANGIBLES. The COMPANIES and their (i) BPI and/or its employees (for the benefit of a COMPANY) hold all licenses, registrations, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on BPI's business and Schedule 5.12 to the COMPANIES. Each COMPANY and its employees (for the benefit of a COMPANY) are licensed or registered as professional employer organizations and/or as control persons thereof, as appropriate, in each jurisdiction in which their activities require such licensing or registration, except where failure to be so licensed or registered could not have a Material Adverse Effect on the COMPANIES. The COMPANIES have delivered to PARENT BPI Disclosure Letter includes an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, registrations, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, registrations, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the COMPANIES or any of their employees (including interests in software or other technology systems, programs and intellectual property) permits (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.135.13 to the BPI Disclosure Letter), titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises and certificates, as well as (a) registered or unregistered trademarks, trade names, patents, patent applications and inventions and discoveries that may be patentable, (b) copyrights owned or held by BPI or any of its employees (including interests in software or other technology systems, programs and intellectual property). To the knowledge Knowledge of BPI and the COMPANIESShareholder, the licenses, registrations, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 to the BPI Disclosure Letter are valid, and no COMPANY BPI has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANIES have BPI has conducted and are is conducting their its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, registrations, franchises, permits and other governmental authorizations listed on Schedules 5.12 and 5.13 of the BPI Disclosure letter and are is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect on the COMPANIESBPI. Except as specifically provided in Schedule 5.125.12 to the BPI Disclosure Letter, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or materially adversely affect the rights and benefits afforded to the COMPANIES BPI by, any such licenses, registrations, franchises, permits or government authorizations. (ii) The patents, the marks and copyrights, as well as the know how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans and drawings owned, used or licensed by BPI (collectively, the "Trade Secrets") are all those necessary to enable BPI to conduct and to continue to conduct its business as it is currently conducted. Schedule 5.12 of the BPI Disclosure Letter also contains a description of all material Trade Secrets owned or used by BPI. Except as set forth on Schedule 5.12 to the BPI Disclosure Letter (a) all of the patents, marks, copyrights and Trade Secrets (collectively, the "Intellectual Property") are owned, or used under valid licenses, by BPI, and, are free and clear of all liens and other adverse claims; (b) to the Knowledge of BPI and the Shareholder, BPI has not infringed on or misappropriated, is not now infringing on or misappropriating, and has not received any notice that it is infringing on, misappropriating, or otherwise conflicting with the intellectual property rights of any third parties; (c) there is no claim pending or, to the Knowledge of BPI and the Shareholder, threatened against BPI with respect to the alleged infringement or misappropriation by BPI or a conflict with, any intellectual property rights of others; (d) to the Knowledge of BPI and the Shareholder, the operation of any aspect of the business in the manner in which it has heretofore been operated or is presently operated does not give rise to any such infringement or misappropriation; and (e) to the Knowledge of BPI and the Shareholder, there is no infringement or misappropriation of the Intellectual Property by a third party or claim, pending or threatened, against any third party with respect to the alleged infringement or misappropriation of the Intellectual Property by such third party.

PERMITS AND INTANGIBLES. The COMPANIES and their employees (for the benefit of a COMPANYa) hold BPI holds all licenses, registrations, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on BPI's business and Schedule 3.8 to the COMPANIES. Each COMPANY and its employees (for the benefit of a COMPANY) are licensed or registered as professional employer organizations and/or as control persons thereof, as appropriate, in each jurisdiction in which their activities require such licensing or registration, except where failure to be so licensed or registered could not have a Material Adverse Effect on the COMPANIES. The COMPANIES have delivered to PARENT BPI Disclosure Letter will include an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, registrations, franchises, permits and other governmental authorizations, including permitspermits (it being understood and agreed that a list of all environmental permits and other environmental approvals will be set forth on Schedule 3.9 to the BPI Disclosure Letter), titles (including motor vehicle titles and current registrations), fuel permits, licenses, registrations, franchises, franchises and certificates, as well as (a) registered or unregistered trademarks, trade names, patents, patent applications and inventions and discoveries that may be patentable, (b) copyrights owned or held by the COMPANIES BPI or any of their its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANIES, the The licenses, registrations, franchises, permits and other governmental authorizations will be listed on Schedules 5.12 3.8 and 5.13 3.9 to the BPI Disclosure Letter and are valid, and no COMPANY BPI has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANIES have BPI has conducted and are is conducting their its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, registrations, franchises, permits and other governmental authorizations as will be listed on Schedules 5.12 3.8 and 5.13 3.9 of the BPI Disclosure letter and are is not in violation of any of the foregoing except where such non-non- compliance or violation would not have a Material Adverse Effect on the COMPANIESBPI. Except as will be specifically provided in Schedule 5.123.8 to the BPI Disclosure Letter, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or materially adversely affect the rights and benefits afforded to the COMPANIES BPI by, any such licenses, registrations, franchises, permits or government authorizations. (b) The patents, the marks and copyrights, as well as the know how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans and drawings owned, used or licensed by BPI (collectively, the "Trade Secrets") are all those necessary to enable BPI to conduct and to continue to conduct its business as it is currently conducted. Schedule 3.8 of the BPI Disclosure Letter will also contain a description of all material Trade Secrets owned or used by BPI. Except as will be set forth on Schedule 3.8 to the BPI Disclosure Letter (a) all of the patents, marks, copyrights and Trade Secrets (collectively, the "Intellectual Property") are owned, or used under valid licenses by BPI, and are free and clear of all liens and other adverse claims; (b) BPI has not infringed on or misappropriated, is not now infringing on or misappropriating, and has not received any notice that it is infringing on, misappropriating, or otherwise conflicting with the intellectual property rights of any third parties; (c) there is no claim pending or threatened against BPI with respect to the alleged infringement or misappropriation by BPI or a conflict with, any intellectual property rights of others; (d) the operation of any aspect of the business in the manner in which it has heretofore been operated or is presently operated does not give rise to any such infringement or misappropriation; and

PERMITS AND INTANGIBLES. The COMPANIES and their employees (for the benefit of a COMPANYi) hold NISCX xxxds all licenses, registrations, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on NISCX'x xxxiness and Schedule 3.8 to the COMPANIES. Each COMPANY and its employees (for the benefit of a COMPANY) are licensed or registered as professional employer organizations and/or as control persons thereof, as appropriate, in each jurisdiction in which their activities require such licensing or registration, except where failure to be so licensed or registered could not have a Material Adverse Effect on the COMPANIES. The COMPANIES have delivered to PARENT NISCX Xxxclosure Letter includes an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, registrations, franchises, permits and other governmental authorizations, including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, registrations, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights owned or held by the COMPANIES or any of their employees (including interests in software or other technology systems, programs and intellectual property) permits (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.133.9 to the NISCX Xxxclosure Letter), titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises and certificates, as well as (a) registered or unregistered trademarks, trade names, patents, patent applications and inventions and discoveries that may be patentable, (b) copyrights owned or held by NISCX xx any of its employees (including interests in software or other technology systems, programs and intellectual property). To the knowledge of the COMPANIES, the The licenses, registrations, franchises, permits and other governmental authorizations listed on Schedules 5.12 3.8 and 5.13 3.9 to the NISCX Xxxclosure Letter are valid, and no COMPANY has NISCX xxx not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANIES have NISCX xxx conducted and are is conducting their its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, registrations, franchises, permits and other governmental authorizations listed on Schedules 5.12 3.8 and 5.13 3.9 of the NISCX Xxxclosure letter and are is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect on the COMPANIESNISCX. Except Xxcept as specifically provided in Schedule 5.123.8 to the NISCX Xxxclosure Letter, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or materially adversely affect the rights and benefits afforded to the COMPANIES byNISCX xx, any such licenses, registrations, franchises, permits or government authorizations. (ii) The patents, the marks and copyrights, as well as the know how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans and drawings owned, used or licensed by NISCX (xxllectively, the "Trade Secrets") are all those necessary to enable NISCX xx conduct and to continue to conduct its business as it is currently conducted. Schedule 3.8 of the NISCX Xxxclosure Letter also contains a description of all material Trade Secrets owned or used by NISCX. Xxcept as set forth on Schedule 3.8 to the NISCX Xxxclosure Letter (a) all of the patents, marks, copyrights and Trade Secrets (collectively, the "Intellectual Property") are owned, or used under valid licenses by NISCX, xxd are free and clear of all liens and other adverse claims; (b) NISCX xxx not infringed on or misappropriated, is not now infringing on or misappropriating, and has not received any notice that it is infringing on, misappropriating, or otherwise conflicting with the intellectual property rights of any third parties; (c) there is no claim pending or threatened against NISCX xxxh respect to the alleged infringement or misappropriation by NISCX xx a conflict with, any intellectual property rights of others; (d) the operation of any aspect of the business in the manner in which it has heretofore been operated or is presently operated does not give rise to any such infringement or misappropriation; and (e) there is no infringement or misappropriation of the Intellectual Property by a third party or claim, pending or threatened, against any third party with respect to the alleged infringement or misappropriation of the Intellectual Property by such third party.

PERMITS AND INTANGIBLES. The COMPANIES and their employees (for the benefit of a COMPANYa) hold Winco holds all licenses, registrations, franchises, permits and other governmental authorizations the absence of any of which could have a Material Adverse Effect on the COMPANIES. Each COMPANY Winco's business and its employees (for the benefit of a COMPANY) are licensed or registered as professional employer organizations and/or as control persons thereof, as appropriate, in each jurisdiction in which their activities require such licensing or registration, except where failure Schedule 4.8 to be so licensed or registered could not have a Material Adverse Effect on the COMPANIES. The COMPANIES have delivered to PARENT Winco Disclosure Letter will include an accurate list and summary description (which is set forth on Schedule 5.12) of all such licenses, registrations, franchises, permits and other governmental authorizations, including permitspermits (it being understood and agreed that a list of all environmental permits and other environmental approvals will be set forth on Schedule 4.9 to Winco Disclosure Letter), titles (including motor vehicle titles and current registrations), fuel permits, licenses, registrations, franchises, franchises and certificates, as well as (a) registered or unregistered trademarks, trade names, patents, patent applications and inventions and discoveries that may be patentable, (b) copyrights owned or held by the COMPANIES Winco or any of their its employees (including interests in software or other technology systems, programs and intellectual property) (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13). To the knowledge of the COMPANIES, the The licenses, registrations, franchises, permits and other governmental authorizations will be listed on Schedules 5.12 4.8 and 5.13 4.9 to Winco Disclosure Letter and are valid, and no COMPANY Winco has not received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANIES have Winco has conducted and are is conducting their its business in compliance with the requirements, standards, criteria and conditions set forth in the licenses, registrations, franchises, permits and other governmental authorizations which will be listed on Schedules 5.12 4.8 and 5.13 4.9 of Winco Disclosure letter and are is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect on the COMPANIESWinco. Except as will be specifically provided in Schedule 5.124.8 to Winco Disclosure Letter, the transactions contemplated by this Agreement will not result in a material default under or a material breach or violation of, or materially adversely affect the rights and benefits afforded to the COMPANIES Winco by, any such licenses, registrations, franchises, permits or government authorizations. (b) The patents, the marks and copyrights, as well as the know how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans and drawings owned, used or licensed by Winco (collectively, the "Trade Secrets") are all those necessary to enable Winco to conduct and to continue to conduct its business as it is currently conducted. Schedule 4.8 of Winco Disclosure Letter will also contain a description of all material Trade Secrets owned or used by Winco. Except as will be set forth on Schedule 4.8 to Winco Disclosure Letter (a) all of the patents, marks, copyrights and Trade Secrets (collectively, the "Intellectual Property") are owned, or used under valid licenses by Winco, and are free and clear of all liens and other adverse claims; (b) Winco has not infringed on or misappropriated, is not now infringing on or misappropriating, and has not received any notice that it is infringing on, misappropriating, or otherwise conflicting with the intellectual property rights of any third parties; (c) there is no claim pending or threatened against Winco with respect to the alleged infringement or misappropriation by Winco or a conflict with, any intellectual property rights of others; (d) the operation of any aspect of the business in the manner in which it has heretofore been operated or is presently operated does not give rise to any such infringement or misappropriation; and