Common use of Permits; Intellectual Property Clause in Contracts

Permits; Intellectual Property. Except as described in the Registration Statement or in any document incorporated by reference therein, the Company and each of the Subsidiaries hold all material licenses, certificates and permits from governmental authorities which are necessary to the conduct of their businesses in the manner in which they are being conducted; the Company and the Subsidiaries each own or possess the right to use all patents, patent rights, trademarks, trade names, service marks, service names, copyrights, know-how, license rights (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other intellectual property or proprietary rights (“Intellectual Property”) necessary to carry on their business in all material respects in the manner in which it is being conducted; none of the Company’s or its Subsidiaries’ Intellectual Property have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within three years from the date of this Agreement. The Company has taken all steps reasonably necessary to secure ownership interests in Intellectual Property created for it by any contractors. There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property of the Company or its Subsidiaries that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described therein in all material respects. Neither the Company nor any of its Subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the General Disclosure Package and are not described therein in all material respects. None of the Intellectual Property used by the Company or any of its Subsidiaries and material to their businesses has been obtained or is being used by the Company or any of its Subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries or, to the Company’s knowledge, any of the Company’s or any of its Subsidiaries’ officers, directors or employees or, to the Company’s knowledge, otherwise in violation of the rights of any Persons; neither the Company nor any of its Subsidiaries has infringed or conflicted with any Intellectual Property of any Person; the Company has not received any written or oral communications alleging that the Company or any of its Subsidiaries has violated, infringed or conflicted with, or, by conducting their businesses as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, would violate, infringe or conflict with, any of the Intellectual Property of any other person or entity. The Company knows of no infringement or other violation by others of Intellectual Property owned by or licensed to the Company. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their trade secrets and other proprietary or confidential information.

Permits; Intellectual Property. Except as described in the Registration Statement or in any document incorporated by reference therein(a) Parent, the Company and each of the its Subsidiaries hold has all material licensespermits, certificates memberships, franchises, contracts and permits from governmental authorities which are licenses required and all Intellectual Property necessary to enable it to conduct the conduct of their businesses in the manner in which they are being conducted; the Company and the Subsidiaries each own or possess the right to use all patents, patent rights, trademarks, trade names, service marks, service names, copyrights, know-how, license rights (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other intellectual property or proprietary rights (“Intellectual Property”) necessary to carry on their business in all material respects in the manner in which it is being conducted; none now engaged and the conduct of the Company’s or its Subsidiaries’ (and use of such Intellectual Property have expiredby Parent, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within three years from the date of this Agreement. The Company has taken all steps reasonably necessary to secure ownership interests in Intellectual Property created for it by any contractors. There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property of the Company or its Subsidiaries that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described therein in all material respects. Neither the Company nor any of its Subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the General Disclosure Package and are not described therein in all material respects. None of the Intellectual Property used by the Company or any Subsidiary in) its business as currently conducted, to Parent’s or the Company’s knowledge, does not infringe upon, misappropriate or otherwise violate the rights of its Subsidiaries and material any other Person, except for any such infringements, misappropriations, violations, or ownership, license or entitlement to their businesses use issues, that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) no Person has been obtained any right or is being used by the Company interest of any kind or nature in or to any Obligor Intellectual Property, including any right to sell, license, lease, transfer, distribute, use or otherwise exploit such Intellectual Property or any portion thereof, other than (x) in the ordinary course (including licenses and other grants made in the ordinary course of its Subsidiaries in violation business) of the respective Obligor’s business, (y) the Lender (to the extent provided in, and subject to the limitations and other terms contained in, the Note Issuance Agreement Documents) and (z) such Obligor and, to the extent not prohibited by this Agreement, any contractual obligation binding on the Company other Obligor or any of its Subsidiaries orSubsidiary, and (ii) each Obligor has good and exclusive title to, and, to the Company’s and Parent’s knowledge, any of the valid and enforceable power and right to use and otherwise exploit, its Intellectual Property as currently used and exploited (subject to the knowledge-qualified representation in clause (a) above). (c) To the Company’s or any of its Subsidiaries’ officers, directors or employees or, to the Companyand Parent’s knowledge, otherwise in violation no Person is currently violating, misappropriating, infringing upon or breaching, any of the rights of any Persons; neither Obligor to its Intellectual Property or is breaching any duty or obligation owed to any Obligor in respect of its Intellectual Property, except where those violations, infringements or breaches, individually or in the Company nor aggregate, could not be reasonably expected to result in a Material Adverse Effect. No settlement or consents, covenants not to sue, nonassertion assurances, or releases have been entered into by any Obligor, or to any Obligor’s knowledge, to which any Obligor is bound, that adversely affects its rights to own or use its Intellectual Property as used in its business as of the Effective Date, except as could not be reasonably expected to result in a Material Adverse Effect, in each case individually or in the aggregate. (d) As of the Effective Date, no Obligor has received any written notice that remains outstanding challenging the validity, enforceability, rights to use or register, or ownership of any of its Subsidiaries has infringed Intellectual Property, except where those challenges, individually or conflicted with any Intellectual Property of any Person; the Company has not received any written or oral communications alleging that the Company or any of its Subsidiaries has violated, infringed or conflicted with, or, by conducting their businesses as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, would violate, infringe or conflict with, any of the Intellectual Property of any other person or entity. The Company knows of no infringement or other violation by others of Intellectual Property owned by or licensed aggregate could not reasonably be expected to the Company. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their trade secrets and other proprietary or confidential informationresult in a Material Adverse Effect.

Permits; Intellectual Property. Except as described Set forth in the Registration Statement or in any document incorporated by reference thereinExhibit B is a complete and accurate list of all material permits, the Company licenses, approvals, franchises, patents, registered and common law trademarks, service marks, tradenames, copyrights (and applications for each of the Subsidiaries hold foregoing), notices and authorizations issued by governmental entities or other regulatory authorities, federal, state or local (collectively the "Permits"), held by the Company. The Permits set forth in Exhibit B are all the material licenses, certificates and permits from governmental authorities which are necessary to Permits required for the conduct of their businesses in the manner in which they are being conducted; Business. To the Knowledge of each of the Company and the Subsidiaries each own or possess Shareholder, all the right to use all patentsPermits set forth in Exhibit B are in full force and effect, patent rightsand, trademarks, trade names, service marks, service names, copyrights, know-how, license rights (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other intellectual property or proprietary rights (“Intellectual Property”) necessary to carry on their business in all material respects in the manner in which it is being conducted; none of the Company’s or its Subsidiaries’ Intellectual Property have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within three years from the date of this Agreement. The Company has taken all steps reasonably necessary to secure ownership interests in Intellectual Property created for it by any contractors. There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property Knowledge of each of the Company or its Subsidiaries that are required to be described in and the Registration StatementShareholder, the General Disclosure Package Company has not engaged in any activity which would cause or permit revocation or suspension of any such Permit, and to the Knowledge of each of the Company and the Prospectus Shareholder, no action or proceeding looking to or contemplating the revocation or suspension of any such Permit is pending or threatened. To the Knowledge of each of the Company and the Shareholder, there are not described therein in all no existing material respectsdefaults or events of default or event or state of facts which with notice or lapse of time or both would constitute a default by the Company under any such Permit. Neither the Company nor the Shareholder has any knowledge of its Subsidiaries is any default or claimed or purported or alleged default or state of facts which with notice or lapse of time or both would constitute a party to or bound by any options, licenses or agreements with respect to material default on the Intellectual Property part of any other person or entity that are required party in the performance of any obligation to be performed or paid by any other party under any Permit set forth in the General Disclosure Package and are not described therein in all material respects. None of the Intellectual Property used Exhibit B. The use by the Company or any of its Subsidiaries and material to their businesses has been obtained or is being used by the Company or any of its Subsidiaries in violation of any contractual obligation binding on the Company proprietary rights relating to any Permit does not involve any claimed infringement of such Permit or any of its Subsidiaries or, to the Company’s knowledge, any rights. The consummation of the Company’s transactions contemplated hereby will in no way affect the continuation, validity or any of its Subsidiaries’ officers, directors or employees or, to the Company’s knowledge, otherwise in violation effectiveness of the rights Permits set forth in Exhibit B or require the consent of any Persons; neither the Company nor any of its Subsidiaries has infringed or conflicted with any Intellectual Property of any Person; the Company has not received any written or oral communications alleging person, except that the Company or any of its Subsidiaries has violated, infringed or conflicted with, or, by conducting their businesses will cease to be a minority and female owned business. Except as set forth in the Registration StatementExhibit B, the General Disclosure Package and Company is not required to be licensed by, nor is it subject to the Prospectus, would violate, infringe or conflict withregulation of, any governmental or regulatory body by reason of the Intellectual Property conduct of any other person or entity. The Company knows of no infringement or other violation by others of Intellectual Property owned by or licensed to the Company. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their trade secrets and other proprietary or confidential informationBusiness.

Permits; Intellectual Property. Except as described set forth in the Registration Statement or in any document incorporated by reference thereinU.S. Prospectus and the Canadian Prospectus, (i) the Company and each of the Subsidiaries its subsidiaries hold all material licenses, certificates and permits from governmental authorities which are necessary to the conduct of their businesses in the manner in which they are being conductedall material respects; (ii) the Company and the Subsidiaries its subsidiaries each own or possess the right to use all patents, patent rights, trademarks, trade names, service marks, service names, copyrights, license rights, know-how, license rights how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other intellectual property or proprietary rights (“"Intellectual Property”") necessary to carry on their business in all material respects as described in the manner in which it is being conductedU.S. Prospectus, the Canadian Prospectus and the Registration Statement; none (iii) to the best of the Company’s or 's knowledge, neither the Company nor any of its Subsidiaries’ subsidiaries has infringed any Intellectual Property have expiredof any other person or entity, terminated other than an infringement of invalid Intellectual Property of any other person or been abandonedentity that would not result in a Material Adverse Effect; and (iv) neither the Company nor any of its subsidiaries has received notice of conflict or is otherwise aware of any conflict with any Intellectual Property of any other person or entity, other than a conflict of invalid Intellectual Property of any other person or are expected to expire, terminate or be abandoned, within three years from the date of this Agreemententity that would not result in a Material Adverse Effect. The Company has taken all reasonable steps reasonably necessary to secure ownership interests in such Intellectual Property created for it by any from its contractors. There are no material outstanding options, licenses or agreements of any kind relating to the Intellectual Property of the Company or its Subsidiaries that are required to be described in the Registration Statement, the General Disclosure Package U.S. Prospectus and the Canadian Prospectus and are not described therein in all material respects. Neither the The Company nor any of its Subsidiaries is not a party to or bound by any material outstanding options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the General Disclosure Package U.S. Prospectus and the Canadian Prospectus and are not described therein in all material respects. None of the Intellectual Property used technology employed by the Company or any of its Subsidiaries and material to their businesses has been obtained or is being used by the Company or any of its Subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries or, to the knowledge of the Company’s knowledge, any of the Company’s or any of its Subsidiaries’ officers, directors or employees or, to the Company’s knowledge, or otherwise in violation of the rights of any Persons; neither the Company nor any of its Subsidiaries has infringed or conflicted with any Intellectual Property of any Personpersons; the Company has not received any written or oral communications from third parties or their advisors alleging that the Company or any of its Subsidiaries has violated, infringed or conflicted with, or, by conducting their businesses its business as set forth in the Registration Statement, the General Disclosure Package U.S. Prospectus and the Canadian Prospectus, would violate, infringe or conflict with, any of the Intellectual Property of any other person or entitysuch third parties. The Company knows of no infringement or other violation by others of Intellectual Property owned by or licensed to the CompanyCompany which might reasonably be expected to result in a Material Adverse Effect or to prevent the consummation of the transactions contemplated hereby. The Company patents and each patent applications listed on Schedules A and B of its Subsidiaries have taken reasonable security measures the opinions rendered by SEED Intellectual Property Law Group PLLC and Xxxx & Xxxxxx LLP pursuant to protect Section 5(d) hereof constitute all of the secrecy, confidentiality material patents and value of their trade secrets and other proprietary or confidential informationpatent applications owned by the Company.