Common use of Possession of Intellectual Property Clause in Contracts

Possession of Intellectual Property. The Transaction Entities and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them, and neither of the Transaction Entities nor any of their subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company, the Operating Partnership and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Entities nor Company, the Operating Partnership or any of their subsidiaries Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Operating Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities and their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them, and neither of the Transaction Entities nor any of their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated or proposed to be operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Except as disclosed in the Prospectus, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities and their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them, and neither of the Transaction Entities nor any of their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and except as otherwise described in the Prospectus neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated or proposed to be operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Each of the TEPPCO Entities and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction TEPPCO Entities nor any of their subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of any of the Transaction TEPPCO Entities or any of their subsidiaries thereinsubsidiaries, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would could reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary necessary, if any, to conduct the business now operated by them, and neither of the Transaction Entities nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company, the Operating Partnership and their subsidiaries any Subsidiary own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities nor Company, the Operating Partnership or any of their subsidiaries Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Operating Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including including, without limitation, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities and their subsidiaries Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them, and neither . None of the Transaction Entities nor any of their subsidiaries Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Except as would not result in a Material Adverse Effect, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any actual notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Trust, the Operating Partnership and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Trust nor the Operating Partnership or any of their subsidiaries Subsidiary has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Trust, the Operating Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary necessary, if any, to conduct the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company, the Partnership and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Entities nor Company, the Partnership or any of their subsidiaries Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Ventures own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”"INTELLECTUAL PROPERTY") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries Venture has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries Venture therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its ----------------------------------- Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or they believe they can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by each of them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or is aware of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by themthem in all material respects, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and and, other than as described in the Prospectus, neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or believe they can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Each Subsidiary and their its respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities no Subsidiary nor any of their its respective subsidiaries has have received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities such Subsidiary or any of their its respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possesspossess or otherwise have the legal right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries license, own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and except as otherwise described in the Offering Memorandum neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.;

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”) reasonably "), necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, software, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Issuer Entities and their respective subsidiaries own or possessown, possess or can acquire on reasonable terms, terms adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, collectively “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Issuer Entities nor or any of their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Issuer Entities or any of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would could reasonably be expected to have or result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business businesses now operated by them, and neither none of the Transaction Gxxxxxxx Entities nor or any of their the Company’s subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any such Intellectual Property or of any facts or circumstances that which would render any such Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to might result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries Senseonics own or possess, or they reasonably believe they can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by each of them, and neither of the Transaction Entities Company nor any of their subsidiaries Senseonics has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or is aware of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries Senseonics therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or own, possess, license or can acquire on reasonable terms, have the right to use adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by themthem or except as would not have a Material Adverse Effect, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result result, singly or in the aggregate, in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Except as disclosed in the Prospectus, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, domain names, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by themthem and described in the Registration Statement or Prospectus, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacyinadequacy would, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company, its Subsidiaries and their subsidiaries its Material Holdings own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries or Material Holdings has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries or Material Holdings therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its ----------------------------------- subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of BJK&E, the Transaction Entities Company nor any of their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company, the Operating Partnership and their respective subsidiaries own or possess, or can acquire on reasonable terms, have access to adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, the “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Entities nor Company, the Operating Partnership or any of their respective subsidiaries has have received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Operating Partnership or any of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary material to conduct the business of the Company and its subsidiaries now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, Internet domain names or other intellectual property (collectively, “"Intellectual Property”") reasonably known to the Company to be necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company, CHS and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on in all material respects the business now operated by them, and neither none of the Transaction Entities nor Company, CHS or any of their subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would which could render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, CHS or any of their subsidiaries therein, and which infringement except for such infringements or conflict conflicts (if the subject of any unfavorable decision, ruling or finding) or invalidity invalidities or inadequacyinadequacies which would not, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and to the Company's knowledge, neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Except as disclosed in the Offering Memorandum, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), ) trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly singularly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiary own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct its business as described in the business now operated by themRegistration Statement, the General Disclosure Package and the Prospectus, and neither of the Transaction Entities Company nor any of their subsidiaries the Subsidiary has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries the Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company, the Operating Partnership and their subsidiaries any Subsidiary own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities nor Company, the Operating Partnership or any of their subsidiaries Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Operating Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiary own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”"INTELLECTUAL PROPERTY") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries the Subsidiary has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property except as disclosed in the Registration Statement or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries the Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possesspossess or otherwise have the legal right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its ----------------------------------- subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by themthem in all material respects, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the ----------------------------------- Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business --------------------- now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Except as described in the Prospectus, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possesspossess or have the right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”"INTELLECTUAL PROPERTY") reasonably necessary material to the conduct the business of their businesses now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries the Subsidiaries therein, and which other than any such infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacyinadequacy that, singly individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possesspossess or otherwise have the legal right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and therein which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company, the Operating Partnership and their subsidiaries any Subsidiary own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Entities nor Company, the Operating Partnership or any of their subsidiaries Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Operating Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Each of the Guarantor and their subsidiaries own the Subsidiaries owns or possess, or can acquire on reasonable terms, possesses rights to use adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by themit, and neither of the Transaction Entities Guarantor nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Guarantor or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Issuer and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, or presently employed by them, and neither of the Transaction Entities Issuer nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Issuer or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities ATA and their subsidiaries own each Subsidiary thereof owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct its business as described in the business now operated by themSpecified SEC Reports, and neither of the Transaction Entities ATA nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities ATA or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a an ATA Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company, its subsidiaries and their subsidiaries its Material Holdings own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries or Material Holdings has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries or Material Holdings therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Gxxxxxxx Entities nor or any of their the Company’s subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any such Intellectual Property or of any facts or circumstances that which would render any such Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to might result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Each of the Company and the Group Entities and their subsidiaries own owns or possesspossesses or otherwise has the legal right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Company or the Group Entities nor any of their subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries the Company and the Group Entities therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Except as is set forth in the Offering Memorandum, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary necessary, if any, to conduct the business now operated by them, and neither of the Transaction Entities nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how know‑how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them, and neither of the Transaction Entities nor any of their subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities To the Company’s knowledge, the Company and their its subsidiaries own or possess, or believe that they can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property necessary to carry on the business now operated by them (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them), and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would reasonably be expected to render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or have the right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct its business as now being conducted and as described in the business now operated by themProspectuses, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement except for such infringements or conflict conflicts (if the subject of any unfavorable decision, ruling or finding) or invalidity invalidities or inadequacyinadequacies which would not, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or own, possess, license, have a right to use or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company, the Operating Partnership and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Entities nor Company, the Operating Partnership or any of their subsidiaries Subsidiary has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Operating Partnership or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business businesses now operated by them, and neither none of the Transaction Entities nor Gaxxxxxx Xntities or any of their the Company’s subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any such Intellectual Property or of any facts or circumstances that which would render any such Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to might result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct their respective businesses as described in the business now operated by themRegistration Statement, the General Disclosure Package and the Prospectus, and neither of the Transaction Entities Company nor any of their subsidiaries Subsidiary has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to would, individually or in the aggregate, result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know- how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary necessary, if any, to conduct the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possess, or can acquire acquire, directly or indirectly through the Business Manager, on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Except as disclosed in the Registration Statement, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”"INTELLECTUAL PROPERTY") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities and their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct the business now operated by them, and neither of the Transaction Entities nor any of their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities LLC, the Company and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities LLC, the Company nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities LLC, the Company or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries its Subsidiaries own or possesspossess or have the right to use, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with 7 respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Guarantor and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Guarantor nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Guarantor or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company, the Bank and their respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how know‑how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company, nor the Bank, nor any of their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company, the Bank or any of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possesspossess adequate rights to use, or can acquire on commercially reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary material to the conduct of its business as currently conducted. Neither the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice in writing or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their subsidiaries the Bank own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and and, except as set forth in the Prospectus, neither of the Transaction Entities Company nor any of their subsidiaries the Bank has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their subsidiaries the Bank therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly inadequacy individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possesspossess or hold under valid license, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice that the Company has evidence is valid or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Except as disclosed in the Prospectus, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how know‑how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities ARC, the Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither none of ARC, the Transaction Entities nor Company or any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of ARC, the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company, its subsidiaries and their subsidiaries its Material Holdings own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Company nor any of their its subsidiaries or Material Holdings has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries or Material Holdings therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse EffectEffect with respect to the Company.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by themthe Company and its subsidiaries, taken as a whole, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Guarantor and their subsidiaries the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities Guarantor nor any of their subsidiaries the Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property 11 invalid or inadequate to protect the interest of the Transaction Entities Guarantor or any of their subsidiaries the Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including including, without limitation, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities nor any of their subsidiaries has have received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries therein, and which infringement or conflict (conflict, if the subject of any an unfavorable decision, ruling or finding) or ), invalidity or inadequacyinadequacy could, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Each Transaction Entities Entity and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither none of the Transaction Entities nor any of their subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable adverse decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “"Intellectual Property”") reasonably necessary to conduct the carry on their business now operated as currently conducted by themthem except as would not result in a Material Adverse Effect, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Company and their its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including including, without limitation, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by themthem in all material respects, and neither of the Transaction Entities Company nor any of their its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Company or any of their its subsidiaries therein, and which infringement or conflict (if the subject of any an unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-know how (including including, without limitation, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct carry on the business now operated by them, and neither of the Transaction Entities nor any of their subsidiaries has have received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities or any of their subsidiaries therein, and which infringement or conflict (conflict, if the subject of any an unfavorable decision, ruling or finding) or , invalidity or inadequacyinadequacy could, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Possession of Intellectual Property. The Transaction Entities Corporation and their subsidiaries own each Subsidiary thereof owns or possesspossesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to conduct its business as described in the business now operated by themSpecified SEC Reports, and neither of the Transaction Entities Corporation nor any of their subsidiaries its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that which would render any Intellectual Property invalid or inadequate to protect the interest of the Transaction Entities Corporation or any of their subsidiaries its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.