Common use of Proprietary Rights and Information Clause in Contracts

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company Subsidiary, (ii) all patents and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company or any Company Subsidiary, (iii) all licenses, royalties, and assignments thereof to which the Company or any Company Subsidiary are a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company or any Company Subsidiary and (v) other similar agreements relating to the foregoing to which the Company or any Company Subsidiary is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APP. There are no outstanding and, to the Company's knowledge, any threatened disputes or disagreements with respect to any such agreement. (c) The Company owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Person. No consent of any person will be required for the use thereof by APP upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the knowledge of the Company, no claim has been asserted by any person to the ownership of or for infringement by the Company of any Proprietary Right of any other Person, and neither the Company nor any Stockholder is aware of any valid basis for any such claim. To the best knowledge of the Company, no proceedings have been threatened which challenge the Proprietary Rights of the Company. The Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical services.

Proprietary Rights and Information. Set forth in Schedule 3.18 is a true and correct description of the following (the "Proprietary Rights"): (a) Set forth in the Disclosure Schedules is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered)trademarks, trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company Subsidiary, (ii) and all patents and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company or any Company SubsidiaryCompany, (iii) and all licenses, royalties, assignments and assignments thereof to which the Company or any Company Subsidiary are a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company or any Company Subsidiary and (v) other similar agreements relating to the foregoing to which the Company or any Company Subsidiary is a party (including expiration date date, if applicable) (collectively, the "Proprietary Rights").; and (b) The Disclosure Schedules contain a complete and accurate list and summary description of to its actual knowledge, all agreements relating to technology, trade secrets, know-how or processes that the Company is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APP. There are no outstanding and, to the Company's To its actual knowledge, any threatened disputes or disagreements with respect to any such agreement. (c) The the Company owns or has the legal right to use the Proprietary Rights Rights, without conflicting withconflicting, infringing or violating the rights of any other Personperson. No Except as disclosed in Schedule 3.18, to the actual knowledge of the Company no consent of any person will be required for the use thereof of the Proprietary Rights by APP AMP Subsidiary upon consummation of the transactions contemplated hereby hereby, and the Proprietary Rights are freely transferable. To the knowledge of the Company, no No claim has been asserted by any person to the ownership of or for infringement by the Company of any Proprietary Right the proprietary right of any other Personperson, and neither the Company nor any Stockholder is aware does not know of any valid basis for any such claim. To its actual knowledge, the best knowledge of the Company, no proceedings have been threatened which challenge the Proprietary Rights of the Company. The Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical servicesmerchandise and services formerly or presently sold or marketed by it.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company Subsidiary, (ii) all patents and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company or any Company Subsidiary, (iii) all licenses, royalties, and assignments thereof to which the Company or any Company Subsidiary are a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company or any Company Subsidiary and (v) other similar agreements relating to the foregoing to which the Company or any Company Subsidiary is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APP. There are no outstanding and, to the Company's knowledge, any threatened disputes or disagreements with respect to any such agreement. (c) The Company owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Person. No consent of any person will be required for the use thereof by APP upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the knowledge of the Company, no claim has been asserted by any person to the ownership of or for infringement by the Company of any Proprietary Right of any other Person, and neither the Company nor any Stockholder is aware of any valid basis for any such claim. To the best knowledge of the Company, no proceedings have been threatened which challenge the Proprietary Rights of the Company. The Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical services.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules is Schedule 5.30(a) hereto are a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-trade names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company SubsidiarySeller, (ii) all patents and applications therefor therefor, and inventions and discoveries that may be patentable patentable, currently owned, in whole or in part, or used by the Company or any Company SubsidiarySeller, (iii) all licenses, royalties, and assignments thereof to which the Company or any Company Subsidiary are Seller is a party party, (iv) all copyrights (for published and unpublished works) currently owned owned, in whole or part, or used by the Company or any Company Subsidiary Seller, and (v) other similar agreements relating to the foregoing to which the Company or any Company Subsidiary Seller is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain Schedule 5.30(b) contains a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company Seller is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, ; true, correct and complete copies of which have been provided to APPBuyer or APPM. There are no outstanding outstanding, and, to the Company's knowledgebest knowledge of Seller and the General Partners, any threatened no threatened, disputes or disagreements with respect to any such agreement. (c) The Company Seller owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Personperson. No Except as disclosed in Schedule 5.30(c), no consent of any person Person will be required for the use thereof by APP Buyer or APPM upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the best knowledge of Seller and the CompanyGeneral Partners, no claim has been asserted by any person to the ownership of of, or for infringement by the Company of Seller of, any Proprietary Right of any other Person, and neither the Company nor any Stockholder Seller is not aware of any valid basis for any such claim. To the best knowledge of Seller and the CompanyGeneral Partners, no proceedings have been threatened which challenge the Proprietary Rights of the CompanySeller. The Company Seller has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical servicesmerchandise and services formerly or presently sold or marketed by Seller.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-trade- names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company Subsidiary, (ii) all patents and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company or any Company Subsidiary, (iii) all licenses, royalties, and assignments thereof to which the Company or any Company Subsidiary are a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company or any Company Subsidiary and (v) other similar agreements relating to the foregoing to which the Company or any Company Subsidiary is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APPTatonka. There are no outstanding and, to the Company's knowledge, any threatened disputes or disagreements with respect to any such agreement. (c) The Company owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Person. No consent of any person will be required for the use thereof by APP Tatonka upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the knowledge of the Company, no claim has been asserted by any person to the ownership of or for infringement by the Company of any Proprietary Right of any other Person, and neither the Company nor any Stockholder is aware of any valid basis for any such claim. To the best knowledge of the Company, no proceedings have been threatened which challenge the Proprietary Rights of the Company. The Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical services.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules on Schedule 3.18 is a complete true and accurate list and summary correct description of the following: following (i) "Proprietary Rights"): A. all trademarks (registered and unregistered)trademarks, trade-trade names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company Subsidiary, (ii) and all patents and copyrights and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company Acquired Companies or any Company Subsidiarythe Subsidiaries, (iii) and all licenses, royalties, assignments and assignments thereof to which the Company or any Company Subsidiary are a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company or any Company Subsidiary and (v) other similar agreements relating to the foregoing to which the Company Acquired Companies or any Company Subsidiary the Subsidiaries is a party (including the expiration date thereof if applicable) (collectively, the "Proprietary Rights").; and (b) The Disclosure Schedules contain a complete and accurate list and summary description of B. all agreements relating to technology, trade secrets, know-how or processes that the Company is Acquired Companies and the Subsidiaries are licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) lens grinding businesses), or which it licenses or authorizes others to use, true, correct . The Acquired Companies and complete copies of which the Subsidiaries own or have been provided to APP. There are no outstanding and, to the Company's knowledge, any threatened disputes or disagreements with respect to any such agreement. (c) The Company owns or has the legal right to use the Proprietary Rights without conflicting withRights, infringing and to the best knowledge of the Acquired Companies and the Stockholder such ownership or violating use does not conflict, infringe or violate the rights of any other Personperson. No Except as disclosed on Schedule 3.18, no consent of any person will be required for the use thereof of any Proprietary Rights by APP Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the knowledge of the Company, no No claim has been asserted by any person to the ownership of or for infringement by the Company Acquired Companies or the Subsidiaries of any Proprietary Right the proprietary right of any other Personperson, and neither the Company nor any Stockholder is aware Acquired Companies do not know of any valid basis for any such claim. To the best knowledge of the CompanyAcquired Companies and the Stockholder, no proceedings the Acquired Companies and the Subsidiaries have been threatened which challenge the Proprietary Rights of the Company. The Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical servicesmerchandise and services formerly or presently sold or marketed by it.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules on Schedule 2.10 is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company SubsidiaryCompany, (ii) all patents and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company or any Company SubsidiaryCompany, (iii) all licenses, royalties, and assignments thereof to which the Company or any Company Subsidiary are is a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company or any Company Subsidiary and (v) other similar agreements relating to the foregoing to which the Company or any Company Subsidiary is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain Set forth on Schedule 2.10 is a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company is licensed or authorized to use by others (other than technology, know-how or processes that are generally available to other health care providersavailable) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APPthe Parent. There Except as set forth on Schedule 2.10, there are no outstanding and, to the Company's knowledgeknowledge or knowledge of the Shareholders, any threatened disputes or disagreements with respect to any such agreement. (c) The Except as set forth on Schedule 2.10 (i) the Company owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Person. No person; (ii) no consent of any person will be required for the use thereof by APP the Parent upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To ; (iii) to the knowledge of the CompanyCompany or the Shareholders, no claim has been asserted by any person to the ownership of or for infringement by the Company of any Proprietary Right of any other Person, person and neither the Company nor any Stockholder the Shareholders is aware of any valid basis for any such claim. To ; (iv) to the best knowledge of the CompanyCompany or the Shareholders, no proceedings have been threatened which challenge the Proprietary Rights of the Company. The ; and (v) the Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical servicesits business.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules Schedule 5.30(a) is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company Seller or any Company Subsidiary, of its Affiliates; (ii) all patents and applications therefor and inventions inventories and discoveries that may be patentable currently owned, in whole or in part, or used by the Company Seller or any Company Subsidiary, of its Affiliates; (iii) all licenses, royalties, and assignments thereof to which the Company Seller or any Company Subsidiary of its Affiliates are a party party; (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company Seller or any Company Subsidiary of its Affiliates; and (v) other similar agreements relating to the foregoing to which the Company Seller or any Company Subsidiary of its affiliates is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain Schedule 5.30(b) contains a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company Seller is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APPBuyer or APPM. There are no outstanding andor, to the CompanySeller's knowledge, any threatened disputes or disagreements with respect to any such agreement. (c) The Company Seller owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Personperson. No Except as disclosed in Schedule 5.30(c), no consent of any person will be required for the use thereof by APP Buyer or APPM upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the knowledge of the Company, no No claim has been asserted by any person to the ownership of or for infringement by the Company Seller of any Proprietary Right of any other Person, and neither the Company Seller nor any Principal Stockholder is aware of any valid basis for any such claim. To the best knowledge of the CompanySeller, no proceedings have been threatened which challenge the Proprietary Rights of the CompanySeller. The Company Seller has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical servicesmerchandise and services formerly or presently sold or marketed by them.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules is a complete and accurate list and summary description of the following: The Company has no (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company SubsidiaryCompany, (ii) all patents and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company or any Company SubsidiaryCompany, (iii) all licenses, royalties, and assignments thereof to which the Company or any Company Subsidiary are is a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company or any Company Subsidiary and (v) other similar agreements relating to the foregoing to which the Company or any Company Subsidiary is a party (including expiration date if applicable) (collectively, the "“Proprietary Rights"”). (b) The Disclosure Schedules contain a complete and accurate list and summary description of all Company has no agreements relating to technology, trade secrets, know-how or processes that the Company is licensed or authorized to use by others (other than technology, know-how or processes that are generally available to other health care providersavailable) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APPthe Purchaser. There are no outstanding and, to the Company's knowledge’s knowledge or knowledge of any Shareholder, any threatened disputes or disagreements with respect to any such agreement. (c) The Company owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Person. No person; (ii) no consent of any person will be required for the use thereof by APP the Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To ; (iii) to the knowledge of the CompanyCompany or the Shareholder, no claim has been asserted by any person to the ownership of or for infringement by the Company of any Proprietary Right of any other Person, person and neither the Company nor any Stockholder Shareholder is aware of any valid basis for any such claim. To ; (iv) to the best knowledge of the CompanyCompany or the Shareholder, no proceedings have been threatened which challenge the Proprietary Rights of the Company. The ; and (v) the Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical servicesits business.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules on Schedule 3.18 is a complete true and accurate list and summary correct description of the following: following (i) "Proprietary Rights"): a. all trademarks (registered and unregistered)trademarks, trade-trade names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company Subsidiary, (ii) and all patents and copyrights and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company Acquired Companies or any Company Subsidiarythe Subsidiaries, (iii) and all licenses, royalties, assignments and assignments thereof to which the Company or any Company Subsidiary are a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company or any Company Subsidiary and (v) other similar agreements relating to the foregoing to which the Company Acquired Companies or any Company Subsidiary the Subsidiaries is a party (including the expiration date thereof if applicable) (collectively, the "Proprietary Rights").; and (b) The Disclosure Schedules contain a complete and accurate list and summary description of b. all agreements relating to technology, trade secrets, know-how or processes that the Company is Acquired Companies and the Subsidiaries are licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) lens grinding businesses), or which it licenses or authorizes others to use, true, correct . The Acquired Companies and complete copies of which the Subsidiaries own or have been provided to APP. There are no outstanding and, to the Company's knowledge, any threatened disputes or disagreements with respect to any such agreement. (c) The Company owns or has the legal right to use the Proprietary Rights without conflicting withRights, infringing and to the best knowledge of the Acquired Companies and the Stockholder such ownership or violating use does not conflict, infringe or violate the rights of any other Personperson. No Except as disclosed on Schedule 3.18, no consent of any person will be required for the use thereof of any Proprietary Rights by APP Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the knowledge of the Company, no No claim has been asserted by any person to the ownership of or for infringement by the Company Acquired Companies or the Subsidiaries of any Proprietary Right the proprietary right of any other Personperson, and neither the Company nor any Stockholder is aware Acquired Companies do not know of any valid basis for any such claim. To the best knowledge of the CompanyAcquired Companies and the Stockholder, no proceedings the Acquired Companies and the Subsidiaries have been threatened which challenge the Proprietary Rights of the Company. The Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical servicesmerchandise and services formerly or presently sold or marketed by it.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules on Schedule 2.10 is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company SubsidiaryCompany, (ii) all patents and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company or any Company SubsidiaryCompany, (iii) all licenses, royalties, and assignments thereof to which the Company or any Company Subsidiary are is a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company or any Company Subsidiary and (v) other similar agreements relating to the foregoing to which the Company or any Company Subsidiary is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain Set forth on Schedule 2.10 is a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company is licensed or authorized to use by others (other than technology, know-how or processes that are generally available to other health care providersavailable) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APPthe Purchaser. There Except as set forth on Schedule 2.10, there are no outstanding and, to the Company's knowledgeknowledge or knowledge of Sxxxxxx, any threatened disputes or disagreements with respect to any such agreement. (c) The Except as set forth on Schedule 2.10 (i) the Company owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Person. No person; (ii) no consent of any person will be required for the use thereof by APP the Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To ; (iii) to the knowledge of the CompanyCompany or Sxxxxxx, no claim has been asserted by any person to the ownership of or for infringement by the Company of any Proprietary Right of any other Person, person and neither the Company nor any Stockholder Sxxxxxx is aware of any valid basis for any such claim. To ; (iv) to the best knowledge of the CompanyCompany or Sxxxxxx, no proceedings have been threatened which challenge the Proprietary Rights of the Company. The ; and (v) the Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical servicesits business.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules Schedule 2.21 hereto is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company Subsidiary, (ii) all patents and applications therefor therefor, and inventions and discoveries that may be patentable patentable, currently owned, in whole or in part, or used by the Company or any Company Subsidiary, (iii) all licenses, royalties, and assignments thereof to which the Company or any Company Subsidiary are is a party party, (iv) all copyrights (for published and unpublished works) currently owned owned, in whole or part, or used by the Company or any Company Subsidiary Subsidiary, and (v) other similar agreements relating to the foregoing to which the Company or any Company Subsidiary is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain Schedule 2.21 hereto contains a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company is and Subsidiaries are licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it Company or any Subsidiary licenses or authorizes others to use, and true, correct and complete copies of which have been provided to APPAPPM. There are no outstanding and, to the Company's knowledge, any or threatened disputes or disagreements with respect to any such agreementagreement and there exists no basis in fact for any such dispute or disagreement. (c) The Company owns and Subsidiaries, as applicable, own or has have the legal right to use the Proprietary Rights in the geographic region in which they are presently using them, and in association with the services they are presently providing under them, without conflicting with, infringing or violating the rights of any other Person. No consent of any person Person will be required for the continued similar use thereof by APP Company and Subsidiaries upon consummation of the transactions contemplated hereby hereby, and the Proprietary Rights are freely transferable. To the knowledge of the Company, no No claim has been asserted by any person Person to the ownership of of, or for infringement by the Company of and Subsidiaries of, any Proprietary Right of any other Person, and neither the Company nor any Stockholder is aware of any valid there exists no basis for any such claim. To the best knowledge of the Company, no No proceedings have been threatened which challenge the Proprietary Rights of the CompanyCompany and Subsidiaries. The Company has and Subsidiaries have the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical services.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company Madison or any Company Partnership Subsidiary, (ii) all patents and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company Madison or any Company Partnership Subsidiary, (iii) all licenses, royalties, and assignments thereof to which the Company Madison or any Company Partnership Subsidiary are a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company Madison or any Company Partnership Subsidiary and (v) other similar agreements relating to the foregoing to which the Company Madison or any Company Partnership Subsidiary is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company Madison is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APP. There are no outstanding and, to the Company's knowledgeknowledge of Seller and Madison, any threatened disputes or disagreements with respect to any such agreement. (c) The Company Madison owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Person. No consent of any person will be required for the use thereof by APP upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the knowledge of the CompanySeller and Madison, no claim has been asserted by any person to the ownership of or for infringement by the Company Madison of any Proprietary Right of any other Person, and neither the Company Madison nor any Stockholder Seller is aware of any valid basis for any such claim. To the best knowledge of the CompanySeller and Madison, no proceedings have been threatened which challenge the Proprietary Rights of the CompanyMadison. The Company Madison has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical services.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules Schedule 2.21 hereto is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company SubsidiaryCompany, (ii) all patents and applications therefor therefor, and inventions and discoveries that may be patentable patentable, currently owned, in whole or in part, or used by the Company or any Company SubsidiaryCompany, (iii) all licenses, royalties, and assignments thereof to which the Company or any Company Subsidiary are is a party party, (iv) all copyrights (for published and unpublished works) currently owned owned, in whole or part, or used by the Company or any Company Subsidiary Company, and (v) other similar agreements relating to the foregoing to which the Company or any Company Subsidiary is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain Schedule 2.21 hereto contains a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, and true, correct and complete copies of which have been provided to APPAPPM. There are no outstanding andor, to the Company's knowledgebest knowledge of Company and Shareholders, any threatened threatened, disputes or disagreements with respect to any such agreement. (c) The Company owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Person. No consent of any person Person will be required for the use thereof by APP Company upon consummation of the transactions Transactions contemplated hereby hereby, and the Proprietary Rights are freely transferable. To the best knowledge of the CompanyCompany and Shareholders, no claim has been asserted by any person Person to the ownership of of, or for infringement by the Company of of, any Proprietary Right of any other Person, and neither the Company nor any Stockholder Shareholders is aware of any valid basis for any such claim. To the best knowledge of the CompanyCompany and Shareholders, no proceedings have been threatened which challenge the Proprietary Rights of the Company. The Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical services.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules is Schedule 5.30(a) hereto are a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-trade names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company SubsidiarySeller, (ii) all patents and applications therefor therefor, and inventions and discoveries that may be patentable patentable, currently owned, in whole or in part, or used by the Company or any Company SubsidiarySeller, (iii) all licenses, royalties, and assignments thereof to which the Company or any Company Subsidiary are Seller is a party party, (iv) all copyrights (for published and unpublished works) currently owned owned, in whole or part, or used by the Company or any Company Subsidiary Seller, and (v) other similar agreements relating to the foregoing to which the Company or any Company Subsidiary Seller is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain Schedule 5.30(b) contains a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company Seller is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, ; true, correct and complete copies of which have been provided to APPBuyer or APPM. There are no outstanding outstanding, and, to the Company's knowledgebest knowledge of Seller and the Partners, any threatened no threatened, disputes or disagreements with respect to any such agreement. (c) The Company Seller owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Personperson. No Except as disclosed in Schedule 5.30(c), no consent of any person Person will be required for the use thereof by APP Buyer or APPM upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the best knowledge of Seller and the CompanyPartners, no claim has been asserted by any person to the ownership of of, or for infringement by the Company of Seller of, any Proprietary Right of any other Person, and neither the Company nor any Stockholder Seller is not aware of any valid basis for any such claim. To the best knowledge of Seller and the CompanyPartners, no proceedings have been threatened which challenge the Proprietary Rights of the CompanySeller. The Company Seller has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical servicesmerchandise and services formerly or presently sold or marketed by Seller.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company Lexington or any Company Partnership Subsidiary, (ii) all patents and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company Lexington or any Company Partnership Subsidiary, (iii) all licenses, royalties, and assignments thereof to which the Company Lexington or any Company Partnership Subsidiary are a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company Lexington or any Company Partnership Subsidiary and (v) other similar agreements relating to the foregoing to which the Company Lexington or any Company Partnership Subsidiary is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company Lexington is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APP. There are no outstanding and, to the Company's knowledgeknowledge of Seller and Lexington, any threatened disputes or disagreements with respect to any such agreement. (c) The Company Lexington owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Person. No consent of any person will be required for the use thereof by APP upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the knowledge of the CompanySeller and Lexington, no claim has been asserted by any person to the ownership of or for infringement by the Company Lexington of any Proprietary Right of any other Person, and neither the Company Lexington nor any Stockholder Seller is aware of any valid basis for any such claim. To the best knowledge of the CompanySeller and Lexington, no proceedings have been threatened which challenge the Proprietary Rights of the CompanyLexington. The Company Lexington has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical services.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules Schedule 5.30(a) is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company Seller or any Company Subsidiaryof its affiliates, (ii) all patents and applications therefor and inventions inventories and discoveries that may be patentable currently owned, in whole or in part, or used by the Company Seller or any Company Subsidiaryof its affiliates, (iii) all licenses, royalties, and assignments thereof to which the Company Seller or any Company Subsidiary of its Affiliates are a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company Seller or any Company Subsidiary of its Affiliates and (v) other similar agreements relating to the foregoing to which the Company Seller or any Company Subsidiary of its affiliates is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain Schedule 5.30(b) contains a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company Seller is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APPBuyer or APPM. There are no outstanding and, to the CompanySeller's knowledge, any threatened disputes or disagreements with respect to any such agreement. (c) The Company Seller owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Personperson. No Except as disclosed in Schedule 5.30(c), no consent of any person will be required for the use thereof by APP Buyer or APPM upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the knowledge of the Company, no No claim has been asserted by any person to the ownership of or for infringement by the Company Seller of any Proprietary Right of any other Person, and neither the Company Seller nor any Principal Stockholder is aware of any valid basis for any such claim. To the best knowledge of the CompanySeller, no proceedings have been threatened which challenge the Proprietary Rights of the CompanySeller. The Company Seller has the right to use, free and clear of any adverse claims or rights of others, others all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical servicesmerchandise and services formerly or presently sold or marketed by them.

Proprietary Rights and Information. (a1) Set forth in the Disclosure Schedules Schedule 5.30(a) is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company Seller or any Company Subsidiary, of its Affiliates; (ii) all patents and applications therefor and inventions inventories and discoveries that may be patentable currently owned, in whole or in part, or used by the Company Seller or any Company Subsidiary, of its Affiliates; (iii) all licenses, royalties, and assignments thereof to which the Company Seller or any Company Subsidiary of its Affiliates are a party party; (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company Seller or any Company Subsidiary of its Affiliates; and (v) other similar agreements relating to the foregoing to which the Company Seller or any Company Subsidiary of its affiliates is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b2) The Disclosure Schedules contain Schedule 5.30(b) contains a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company Seller is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APPBuyer or APPM. There are no outstanding andor, to the CompanySeller's knowledge, any threatened disputes or disagreements with respect to any such agreement. (c3) The Company Seller owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Personperson. No Except as disclosed in Schedule 5.30(c), no consent of any person will be required for the use thereof by APP Buyer or APPM upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the knowledge of the Company, no No claim has been asserted by any person to the ownership of or for infringement by the Company Seller of any Proprietary Right of any other Person, and neither the Company Seller nor any Principal Stockholder is aware of any valid basis for any such claim. To the best knowledge of the CompanySeller, no proceedings have been threatened which challenge the Proprietary Rights of the CompanySeller. The Company Seller has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical servicesmerchandise and services formerly or presently sold or marketed by them.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules Schedule 5.30(a) attached hereto is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company Seller or any Company Subsidiaryof its affiliates, (ii) all patents and applications therefor and inventions inventories and discoveries that may be patentable currently owned, in whole or in part, or used by the Company Seller or any Company Subsidiaryof its affiliates, (iii) all licenses, royalties, and assignments thereof to which the Company Seller or any Company Subsidiary of its Affiliates are a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company Seller or any Company Subsidiary of its Affiliates and (v) other similar agreements relating to the foregoing to which the Company Seller or any Company Subsidiary of its affiliates is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain Schedule 5.30(b) attached hereto contains a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company Seller is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to Buyer or APP. There are no outstanding and, to the CompanySeller's knowledge, any threatened disputes or disagreements with respect to any such agreement. (c) The Company Seller owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Personperson. No Except as disclosed in Schedule 5.30(c) attached hereto, no consent of any person will be required for the use thereof by Buyer or APP upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the knowledge of the Company, no No claim has been asserted by any person to the ownership of or for infringement by the Company Seller of any Proprietary Right of any other Person, and neither the Company Seller nor any Stockholder is aware of any valid basis for any such claim. To the best knowledge of the CompanySeller, no proceedings have been threatened which challenge the Proprietary Rights of the CompanySeller. The Company Seller has the right to use, free and clear of any adverse claims or rights of others, others all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical servicesmerchandise and services formerly or presently sold or marketed by them.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company Subsidiary, (ii) all patents and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company or any Company Subsidiary, (iii) all licenses, royalties, and assignments thereof to which the Company or any Company Subsidiary are a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company or any Company Subsidiary and (v) other similar agreements relating to the foregoing to which the Company or any Company Subsidiary is a party (including expiration date if applicable) (collectively, the "Proprietary Rights"). (b) The Disclosure Schedules contain a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company is licensed or authorized to use by others (other than technology, know-how or processes generally available to other health care providers) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APP. There are no outstanding and, to the Company's knowledge, any threatened disputes or disagreements with respect to any such agreement. (c) The Company owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Person. No consent of any person will be required for the use thereof by APP upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To the knowledge of the Company, no claim has been asserted by any person to the ownership of or for infringement by the Company of any Proprietary Right of any other Person, and neither the Company nor any Stockholder is aware of any valid basis for any such claim. 26 To the best knowledge of the Company, no proceedings have been threatened which challenge the Proprietary Rights of the Company. The Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical services.

Proprietary Rights and Information. (a) Set forth in the Disclosure Schedules on Schedule 2.10 is a complete and accurate list and summary description of the following: (i) all trademarks (registered and unregistered), trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, currently owned in whole or part, or used by the Company or any Company SubsidiaryCompany, (ii) all patents and applications therefor and inventions and discoveries that may be patentable currently owned, in whole or in part, or used by the Company or any Company SubsidiaryCompany, (iii) all licenses, royalties, and assignments thereof to which the Company or any Company Subsidiary are is a party (iv) all copyrights (for published and unpublished works) currently owned in whole or part, or used by the Company or any Company Subsidiary and (v) other similar agreements relating to the foregoing to which the Company or any Company Subsidiary is a party (including expiration date if applicable) (collectively, the "“Proprietary Rights"”). (b) The Disclosure Schedules contain Set forth on Schedule 2.10 is a complete and accurate list and summary description of all agreements relating to technology, trade secrets, know-how or processes that the Company is licensed or authorized to use by others (other than technology, know-how or processes that are generally available to other health care providersavailable) or which it licenses or authorizes others to use, true, correct and complete copies of which have been provided to APPthe Purchaser. There Except as set forth on Schedule 2.10, there are no outstanding and, to the Company's knowledge’s knowledge or knowledge of Xxxxxxx, any threatened disputes or disagreements with respect to any such agreement. (c) The Except as set forth on Schedule 2.10 (i) the Company owns or has the legal right to use the Proprietary Rights without conflicting with, infringing or violating the rights of any other Person. No person; (ii) no consent of any person will be required for the use thereof by APP the Purchaser upon consummation of the transactions contemplated hereby and the Proprietary Rights are freely transferable. To ; (iii) to the knowledge of the CompanyCompany or Xxxxxxx, no claim has been asserted by any person to the ownership of or for infringement by the Company of any Proprietary Right of any other Person, person and neither the Company nor any Stockholder Xxxxxxx is aware of any valid basis for any such claim. To ; (iv) to the best knowledge of the CompanyCompany or Xxxxxxx, no proceedings have been threatened which challenge the Proprietary Rights of the Company. The ; and (v) the Company has the right to use, free and clear of any adverse claims or rights of others, all trade secrets, customer lists and proprietary information required for the performance and marketing of all medical servicesits business.