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, the The Company and each Company Subsidiary has and maintains in full force and effect, and is in compliance with, all material Governmental Authorizations required to own, lease and operate their respective properties or to conduct the Business consistent with past practice (each, a “Permit”). All applications for or renewals of all Permits have been timely filed and made and no such Permit will expire or be terminated as a result of the Subsidiaries hold all material licensesconsummation of the Transaction. There is no Proceeding pending, certificates and permits from governmental authorities which are necessary or 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 Knowledge, threatened, nor has the Company or its Subsidiaries’ Intellectual Property have expiredany Company Subsidiary received any notice (written or non-written) from any Governmental Authority, terminated to revoke, cancel, refuse to renew or been abandonedadversely modify any Permit. All Permits required to conduct the business of the Company as presently conducted are in the possession of the Company or a Company Subsidiary (as applicable), or and other than construction permits obtained in the Ordinary Course of Business, are expected to expire, terminate or be abandoned, within three years from listed on Section 3.14 of the Company Disclosure Schedule. 3.14.1 Section 3.14.1 of the Company Disclosure Schedule contains a list as of the date of this Agreement. The Company has taken Agreement of all steps reasonably necessary to secure ownership interests in Intellectual Property created for it by (other than any contractors. There are no outstanding options, licenses or agreements of any kind relating to the incidental Intellectual Property of or any generally commercially available software purchased “off shelf”) that are owned by or licensed to the Company or its Subsidiaries that are required to be described in any Company Subsidiary (the Registration Statementlisted items, the General Disclosure Package “Scheduled Intellectual Property”). Other than the Scheduled Intellectual Property and the Prospectus and are not described therein in all material respects. Neither any incidental Intellectual Property, neither the Company nor any Company Subsidiary uses or requires the use of its Subsidiaries any Intellectual Property in the operation of the Business. 3.14.2 To the Company’s Knowledge, the Scheduled Intellectual Property is a party to or bound not being infringed by any optionsthird party. 3.14.3 The Company and/or any Company Subsidiary exclusively own, licenses or agreements with respect to the free and clear of Liens (except Permitted Liens), all Intellectual Property of any other person owned or entity that are required purported to be set forth in the General Disclosure Package and are not described therein in all material respects. None of the Intellectual Property used owned by the Company or any Company Subsidiary. 3.14.4 To the Company’s Knowledge, the operation of its Subsidiaries and material to their businesses has been obtained or is being used by the Business of the Company or any Company Subsidiary does not infringe or misappropriate any Intellectual Property of its Subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries a third party. 3.14.5 No Proceedings are currently pending or, to the Company’s knowledgeKnowledge, any of the Company’s or any of its Subsidiaries’ officersthreatened in writing, 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 Subsidiary are infringing 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 informationa third party.

Permits; Intellectual Property. Except (a) The Company and its Subsidiaries possess all licenses, certificates, permits, approvals, consents and other authorizations (collectively, the “Permits”) issued by all applicable authorities necessary to conduct their respective businesses as described presently conducted, except where the failure to possess such Permits would not, individually or in the Registration Statement aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Permit which, singly or in any document incorporated by reference thereinthe aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect. (b) The Company and each of the its Subsidiaries hold all material licensesown, certificates and permits from governmental authorities which are necessary possess, license or have other valid rights 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 use, on reasonable terms, all patents, patent rightsapplications, trademarkstrade and service marks, trade and service mxxx registrations, trade names, service markscopyrights, service nameslicenses, copyrightsinventions, trade secrets, technology, know-how, license rights (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) how and other intellectual property necessary for the conduct of the Company’s business as now conducted or proprietary rights as proposed in the Commission Documents to be conducted (collectively, the “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 Except as set forth in the General Disclosure Package and are not described therein in all material respects. None of Commission Documents, (i) the Intellectual Property used is owned by the Company or any of its Subsidiaries free and clear of all liens, security interests, or encumbrances; (ii) to the Knowledge of the Company, there is no material to their businesses has been obtained infringement, misappropriation or other violation by third parties of any Intellectual Property, and there is being used no pending or threatened action, suit, proceeding or claim by the Company or any of its Subsidiaries in violation against any third party for such infringement, misappropriation or other violation, and neither the Company nor its Subsidiaries are aware of any contractual obligation binding on the Company facts which would form a reasonable basis for any such action, suit, proceeding or any of its Subsidiaries claim; (iii) there is no pending or, to the Company’s knowledgeKnowledge, any of threatened action, suit, proceeding or claim by others against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiaries’ officersrights in or to any Intellectual Property, directors and neither the Company nor its Subsidiaries are aware of any facts which would form a reasonable basis for any such action, suit, proceeding or employees claim; (iv) there is no pending or, to the Company’s knowledgeKnowledge, otherwise in violation of threatened material action, suit, proceeding or claim by others challenging the rights validity or scope of any Persons; Intellectual Property, including interferences, oppositions, reexaminations, or government proceedings, and neither the Company nor any of its Subsidiaries has infringed are aware of any facts which would form a reasonable basis for any such material action, suit, proceeding or conflicted with any claim; (v) the patents, trademarks and copyrights included within the Intellectual Property of any Personare valid, enforceable and subsisting, and the patent, trademark, and copyright applications included within the Intellectual Property are subsisting and have not been abandoned; (vi) there is no pending or, to the Company has not received any written Company’s Knowledge, threatened action, suit, proceeding or oral communications alleging claim by others that the Company or any of its Subsidiaries has violatedinfringe, infringed misappropriate or conflicted withotherwise violate, oror would, by conducting their businesses as set forth upon the commercialization of any product or service described in the Registration StatementCommission Documents infringe, the General Disclosure Package and the Prospectusmisappropriate, would or otherwise violate, infringe any patent, trademark, copyright, trade secret or conflict withother proprietary rights of others, and neither the Company nor its Subsidiaries are aware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (vii) the development, manufacture, sale, and any current or proposed use of any of the Intellectual Property products, proposed products or processes of the Company and its Subsidiaries referred to in the Prospectus and the Prospectus Supplements, if any, in the current or proposed conduct of the business of the Company and its subsidiaries, have not, do not currently, and to the Company’s Knowledge, will not upon commercialization, infringe, misappropriate or otherwise violate any patent, trademark, copyright, trade secret or other proprietary right of any other person or entity. The Company knows of no infringement or other violation by others of third party; (viii) all Intellectual Property owned by or licensed to the Company or its Subsidiaries or under which the Company or its Subsidiaries have rights has been duly and properly filed and maintained and to the Company’s Knowledge there are no material defects in any of the patents or patent applications in the Intellectual Property; (ix) no Intellectual Property has been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part; (x) to the Company’s Knowledge, there is no prior art that may render any issued patent held by the Company invalid; (xi) all prior art of which the Company or its Subsidiaries are aware that is material to the validity of a U.S. patent or to the patentability of a pending U.S. patent application that the Company or its Subsidiaries own, possess, license or have other rights to use has been disclosed to the U.S. Patent and Trademark Office in compliance with 37 CFR §1.56 during the prosecution of such applicable patent or applicable patent application, and, in the case of all other patents and patent applications included in the Intellectual Property, all such prior art has been disclosed to the patent office of other jurisdictions where required; and (xii) to the Company’s Knowledge, there is no reason for the scope of any issued claims under any patents included in the Intellectual Property, or for the scope of any claims that issue under any pending patent applications included in the Intellectual Property, to be materially less than the scope reflected in such patent or patent application, respectively, as of the date hereof. Each person who has created or developed any Intellectual Property as an employee of or contractor to the Company or its Subsidiaries has done so pursuant to a binding and enforceable written agreement (or pursuant to similar obligations by operation of law) which includes provisions sufficient to ensure that the Company or its Subsidiaries are the exclusive owner of such Intellectual Property. To the Company’s Knowledge, no employee, consultant or independent contractor of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, non-disclosure agreement or any restrictive covenant to or with a former employer or independent contractor where the basis of such violation relates to such employee’s employment or independent contractor’s engagement with the Company or its Subsidiaries or actions undertaken while employed or engaged with the Company or its Subsidiaries. The Company and each of its Subsidiaries have taken and will take reasonable security measures steps in accordance with standard industry practices to maintain and protect the secrecy, confidentiality and value of their the trade secrets and other proprietary confidential Intellectual Property used in connection with the businesses of the Company and its Subsidiaries and, to the Knowledge of the Company, such confidential Intellectual Property has not been compromised or confidential informationdisclosed to or accessed by any third party except pursuant to nondisclosure and confidentiality agreements.

Permits; Intellectual Property. (a) Except as described disclosed in the Registration Statement or in any document incorporated by reference thereinCommission Documents, each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority reasonably necessary for each of the Company and its Subsidiaries hold to own, lease and operate its properties or to carry on its business as it is now being conducted as disclosed in the Commission Documents (the “Permits”), except where the failure to have such Permits 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 January 13, 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 Agreement or Permit, except, in each case, for 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) The Company or one of its Subsidiaries owns or possesses adequate enforceable rights to use all material licenses, certificates and permits from governmental authorities which are Intellectual Property necessary to for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the manner in which they are being conducted; the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries each own have not received any written notice of any claim of infringement or possess conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the right subject of an unfavorable decision, would result in a Material Adverse Effect. There are no pending, or to use all patentsthe Company’s Knowledge, patent rights, trademarks, trade names, service marks, service names, copyrights, know-how, license threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights (including trade secrets and other unpatented and unpatentable proprietary in or confidential information, systems to 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 validity of the scope of any of the Company’s or its Subsidiaries’ Intellectual Property have expired, terminated Property. No other entity or been abandoned, individual has any right 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 claim 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 Intellectual Property by virtue of any Persons; neither contract, license or other agreement entered into between such entity or individual and the Company nor or any of its Subsidiaries has infringed Subsidiary or conflicted with by any Intellectual Property of non-contractual obligation, other than by written licenses granted by the Company or any Person; the Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or oral communications alleging that its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject 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 Prospectusan unfavorable decision, 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 informationresult in a Material Adverse Effect.

Permits; Intellectual Property. (a) Except as described disclosed in the Registration Statement or in any document incorporated by reference thereinCommission Documents, each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company and its Subsidiaries hold to own, lease and operate its properties and to carry on its business as it is now being conducted as disclosed in the Commission Documents (the “Permits”), except where the failure to have such Permits 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, except as would not individually or in the aggregate be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is, or has been since the Business Combination Closing Date, 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, for 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) The Company or one of its Subsidiaries owns or possesses adequate enforceable rights to use all material licenses, certificates and permits from governmental authorities which are Intellectual Property necessary to for the conduct of their respective businesses in as conducted as of the manner in which they are being conducted; date hereof, except to the Company and extent that the Subsidiaries each failure to own or possess the right adequate rights to use all patentssuch Intellectual Property would not, patent rights, trademarks, trade names, service marks, service names, copyrights, know-how, license rights (including trade secrets and other unpatented and unpatentable proprietary individually 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 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 which it is being conducted; none a Material Adverse Effect. There are no pending, or 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’ Intellectual Property have expiredProperty, terminated except as would not, individually or been abandonedin the aggregate, or are be expected to expire, terminate have a Material Adverse Effect. No other entity or be abandoned, within three years from the date of this Agreement. The Company individual has taken all steps reasonably necessary to secure ownership interests any right or claim 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 Intellectual Property by virtue of any Persons; neither contract, license or other agreement entered into between such entity or individual and the Company nor or any of its Subsidiaries has infringed Subsidiary or conflicted with by any Intellectual Property of non-contractual obligation, other than by written licenses granted by the Company or any Person; Subsidiary, except as would not individually or in the aggregate be expected to have a Material Adverse Effect. The Company has not received any written notice of any claim challenging the rights of the Company or oral communications alleging that its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject 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 Prospectusan unfavorable decision, 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 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 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.