Common use of Title to Assets, Patents Clause in Contracts

Title to Assets, Patents. Except as set forth on EXHIBIT 6.07 attached hereto, the Company and each of its Subsidiaries has good and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent balance sheet of the Company included in the Financial Statements, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), free of any mortgages, pledges, charges, liens, security interests or other encumbrances. Except as set forth on EXHIBIT 6.07, the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the Company and each of its Subsidiaries owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights of others. Except as set forth on EXHIBIT 6.07, neither the Company nor any of its Subsidiaries has any obligation to compensate any Person for the use of any such intellectual property rights nor has the Company or any of its Subsidiaries granted to any Person any license or other rights to use in any manner any of such intellectual property rights.

Title to Assets, Patents. Except as set forth on EXHIBIT 6.07 attached hereto, the The Company and each of its Subsidiaries has good and marketable title in fee to such of its fixed assets assets, if any, as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent balance sheet of the Company included in the Financial Statements, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), free of any mortgages, pledges, charges, liens, security interests or other encumbrances, except where such failure to so have would not have a Material Adverse Effect, except as indicated in EXHIBIT 3.20. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said such leases are valid and subsisting and in full force and effect. Except as set forth on in EXHIBIT 6.073.20, the Company and each knows of no adverse claim that would interfere with its right or the right of any of its Subsidiaries owns or has a valid right to use the patents, patent rights, permits, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, registered copyrights, inventions inventions, and intellectual property rights being used to conduct its business as now operated and as now proposed to be operatedoperated (a list of the patent and trademark applications made by the Company and each of its Subsidiaries is attached hereto as EXHIBIT 3.20); and the Company has no reason to believe that the conduct of its business or the conduct of the business of any of its Subsidiaries as now operated and as now proposed to be operated does not and conflicts or will not conflict with valid patents, patent rights, permits, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, registered copyrights, inventions inventions, and intellectual property rights of any other Person, except as noted in EXHIBIT 3.20. To the Company's knowledge, no product or process presently used or proposed to be manufactured, marketed, offered, sold or used by the Company or any of its Subsidiaries will violate any license or infringe on any intellectual property rights of any other Person; and neither the intellectual property rights of the Company or any of its Subsidiaries nor the operation or proposed operation of the business of the Company or any of its Subsidiaries is known to conflict with the asserted rights of others, nor does there exist any known basis for any such conflict, except as noted in EXHIBIT 3.20. The Company owns or has the right to use all of the back office and graphic user interface software necessary to run its website and any graphic or textual content thereof and, except as set forth in EXHIBIT 3.20, has the right to use and include any graphic or text on such website free and clear of the intellectual property rights of any third party. No claim is known to be pending or threatened to the effect that any such intellectual property owned or licensed by the Company or any of its Subsidiaries, or which the Company or any of its Subsidiaries otherwise has the right to use, is invalid or unenforceable by the Company or any of its Subsidiaries, and the Company has no reason to believe that any patents or intellectual property rights owned or used by the Company or any of its Subsidiaries may be invalid. Except as set forth on EXHIBIT 6.073.20, neither the Company nor any of its Subsidiaries has any obligation to compensate any Person for the use of any such intellectual property rights nor has patents or rights, and neither the Company or nor any of its Subsidiaries has granted to any Person any license or other rights to use in any manner any of such the patents or rights of the Company or any of its Subsidiaries, whether requiring the payment of royalties or not. The Company has used commercially reasonable efforts to (i) protect and enforce all copyright, trademark and patent rights of the Company except for those copyright, trademark and patent rights that, individually or in the aggregate, would not have a Material Adverse Effect, and (ii) otherwise secure and protect for the Company's benefit all of its material rights in its material intellectual property rightsproperty.

Title to Assets, Patents. Except as is set forth on EXHIBIT 6.07 attached heretoin Exhibit 3.07, the Company and each of its Subsidiaries Subsidiary has good and clear record and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent consolidated balance sheet of the Company included in the Financial Statementsand its Subsidiaries which forms a part of Exhibit 3.08 attached hereto, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), ) free of any mortgages, pledges, charges, liens, security interests or other encumbrances. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries Subsidiary enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each Subsidiary, to the best of its Subsidiaries their knowledge at the time of execution, owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights of others. Except as set forth on EXHIBIT 6.07, neither Neither the Company nor any of its Subsidiaries Subsidiary has any obligation to compensate any Person for the use of any such intellectual property patents or such rights nor has the Company or any of its Subsidiaries Subsidiary granted to any Person any license or other rights to use in any manner any of such intellectual property rightspatents or such rights of the Company or any Subsidiary.

Title to Assets, Patents. Except as set forth on EXHIBIT 6.07 attached hereto, the The Company and each of its Subsidiaries has good and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including books, which assets consist of those reflected in the most recent balance sheet of the Company included in the Financial Statementswhich forms Exhibit 3.08 attached hereto, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), ) free of any mortgages, pledges, charges, liens, security interests or other encumbrancesencumbrances other than (a) any such created in accordance with the terms of the leases, security agreements and other financing documents listed in Exhibit 3.07, (b) liens for taxes not yet due and payable, (c) liens imposed by law and incurred in the ordinary course of business for obligations not yet due and payable to landlords, carriers, warehousemen, materialmen and the like, and (d) unperfected purchase money security interests existing in the ordinary course of business without the execution of a separate security agreement. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights Intellectual Property Rights being used to conduct its business as now operated and as now proposed to be operatedoperated (a complete list of licenses and registrations of such Intellectual Property Rights is attached hereto as Exhibit 3.07); and the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and infringe upon the intellectual property rights of others. Except as set forth on EXHIBIT 6.07Exhibit 3.07, neither no claim is pending or threatened against the Company nor and/or its officers, employees and consultants to the effect that any such Intellectual Property Right owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company. Except pursuant to the terms of its Subsidiaries any licenses specified on Exhibit 3.07, the Company has any no obligation to compensate any Person for the use of any such intellectual property rights nor has Intellectual Property Rights and the Company or any of its Subsidiaries has not granted to any Person any license or other rights right to use in any manner any of the Intellectual Property Rights of the Company, whether requiring payment of royalties or not. The Company has taken all reasonable measures to protect and preserve the security, confidentiality and value of its Intellectual Property Rights, including its trade secrets and other confidential information. All employees and consultants of the Company involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements sufficient to protect the confidentiality and value of the Company's Intellectual Property Rights and to vest in the Company exclusive ownership of such intellectual property rightsIntellectual Property Rights. To the best knowledge of the Company, all trade secrets and other confidential information of the Company are presently valid and protectible and are not part of the public domain or knowledge, nor, to the best knowledge of the Company, have they been used, divulged or appropriated for the benefit of any person other than the Company or otherwise to the detriment of the Company. To the best of the Company's knowledge, no employee or consultant of the Company has used any trade secrets or other confidential information of any other person in the course of their work for the Company. The Company is the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and such Intellectual Property Rights are valid and in full force and effect. Neither the Company, nor any of its employees or consultants has received notice of, and to the best of the Company's knowledge after reasonable investigation, there are no claims that the Company's Intellectual Property Rights or the use or ownership thereof by the Company infringes, violates or conflicts with any such right of any third party. No university, hospital, government agency (whether federal or state) or other organization which has sponsored research and development conducted by the Company has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights of the Company.

Title to Assets, Patents. Except as is set forth on EXHIBIT 6.07 attached heretoin Exhibit 3.07, ------------------------ ------------ the Company and each of its Subsidiaries has good and clear record and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent balance sheet of the Company included in the Financial Statementswhich forms a part of Exhibit 3.08 attached ------------ hereto, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), ) free of any mortgages, pledges, charges, liens, security interests or other encumbrancesmonetary claims, other than those permitted by subsection 4.02(a). Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights of others. Except as set forth on EXHIBIT 6.07, neither the The Company nor any of its Subsidiaries has any no obligation to compensate any Person for the use of any such intellectual property patents or such rights nor has the Company or any of its Subsidiaries granted to any Person any license or other rights to use in any manner any of such intellectual property rightspatents or such rights of the Company.

Title to Assets, Patents. Except as set forth on EXHIBIT 6.07 attached heretoin Exhibit 3.06, the ------------------------ ------------ Company and each of its Subsidiaries Subsidiary has good and clear record and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent balance sheet sheets of the Company and its Subsidiaries included in the Financial StatementsSecurities Filings, or acquired since the date of such balance sheet sheets (except personal property disposed of since said date in the ordinary course of business), ) free of any mortgages, pledges, charges, liens, security interests or other encumbrances. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries Subsidiary enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each Subsidiary owns or, to the best of its Subsidiaries owns or the Company's knowledge, has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and and, to the best of the knowledge of the Company, the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights of others. Except as set forth on EXHIBIT 6.07, neither Neither the Company nor any of its Subsidiaries Subsidiary has any obligation to compensate any Person for the use of any such intellectual property rights nor has the Company or any of its Subsidiaries granted to any Person any license or other rights to use in any manner any of such intellectual property rights.any

Title to Assets, Patents. Except as set forth on EXHIBIT 6.07 attached hereto, the The Company and each of its Subsidiaries has good and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including books, which assets consist of those reflected in the most recent balance sheet of the Company included in the Financial Statementswhich forms Exhibit 3.08 attached hereto, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), ) free of any mortgages, pledges, charges, liens, security interests or other encumbrancesencumbrances other than (a) any such created in accordance with the terms of the leases, security agreements and other financing documents listed in Exhibit 3.07, (b) liens for taxes not yet due and payable, (c) liens imposed by law and incurred in the ordinary course of business for obligations not yet due and payable to landlords, carriers, warehousemen, materialmen and the like, and (d) unperfected purchase money security interests existing in the ordinary course of business without the execution of a separate security agreement. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights Intellectual Property Rights being used to conduct its business as now operated and as now proposed to be operatedoperated (a complete list of licenses and registrations of such Intellectual Property Rights is attached hereto as Exhibit 3.07); and the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and infringe upon the intellectual property rights of others. Except as set forth on EXHIBIT 6.07Exhibit 3.07, neither no claim is pending or threatened against the Company nor and/or its officers, employees and consultants to the effect that any such Intellectual Property Right owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company. Except pursuant to the terms of its Subsidiaries any licenses specified on Exhibit 3.07, the Company has any no obligation to compensate any Person for the use of any such intellectual property rights nor has Intellectual Property Rights and the Company or any of its Subsidiaries has not granted to any Person any license or other rights right to use in any manner any of the Intellectual Property Rights of the Company, whether requiring payment of royalties or not. The Company has taken all reasonable measures to protect and preserve the security, confidentiality and value of its Intellectual Property Rights, including its trade secrets and other confidential information. All employees and consultants of the Company involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements sufficient to protect the confidentiality and value of the Company's Intellectual Property Rights and to vest in the Company exclusive ownership of such intellectual property rightsIntellectual Property Rights. To the best knowledge of the Company, all trade secrets and other confidential information of the Company are presently valid and protectible and are not part of the public domain or knowledge, nor, to the best knowledge of the Company, have they been used, divulged or appropriated for the benefit of any person other than the Company or otherwise to the detriment of the Company. To the best of the Company's knowledge, no employee or consultant of the Company has used any trade secrets or other confidential information of any other person in the course of their work for the Company. The Company is the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and such Intellectual Property Rights are valid and in full force and effect. Neither the Company, nor any of its employees or consultants has received notice of, and, to the best of the Company's knowledge after reasonable investigation, there are no claims that the Company's Intellectual Property Rights or the use or ownership thereof by the Company infringes, violates or conflicts with any such right of any third party. No university, hospital, government agency (whether federal or state) or other organization which sponsored research and development conducted by the Company has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights of the Company.

Title to Assets, Patents. Except as set forth on EXHIBIT 6.07 attached hereto, the The Company and each of its Subsidiaries has good and marketable title in fee to such of its fixed assets assets, if any, as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent balance sheet of the Company included in the Financial Statements, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), free of any mortgages, pledges, charges, liens, security interests or other encumbrances, except where such failure to so have would not have a Material Adverse Effect, except as indicated in EXHIBIT 3.20. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said such leases are valid and subsisting and in full force and effect. Except as set forth on in EXHIBIT 6.073.20, the Company and each knows of no adverse claim that would interfere with its right or the right of any of its Subsidiaries owns or has a valid right to use the patents, patent rights, permits, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, registered copyrights, inventions inventions, and intellectual property rights being used to conduct its business as now operated and as now proposed to be operatedoperated (a list of the patent and trademark applications made by the Company and each of its Subsidiaries is attached hereto as EXHIBIT 3.20); and the Company has no reason to believe that the conduct of its business or the conduct of the business of any of its Subsidiaries as now operated and as now proposed to be operated does not and conflicts or will not conflict with valid patents, patent rights, permits, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, registered copyrights, inventions inventions, and intellectual property rights of any other Person, except as noted in EXHIBIT 3.20. To the Company's knowledge, no product or process presently used or proposed to be manufactured, marketed, offered, sold or used by the Company or any of its Subsidiaries will violate any license or infringe on any intellectual property rights of any other Person; and neither the intellectual property rights of the Company or any of its Subsidiaries nor the operation or proposed operation of the business of the Company or any of its Subsidiaries is known to conflict with the asserted rights of others, nor does there exist any known basis for any such conflict, except as noted in EXHIBIT 3.20. The Company owns or has the right to use all of the back office and graphic user interface software necessary to run its website and any graphic or textual content thereof and, except as set forth in EXHIBIT 3.20, has the right to use and include any graphic or text on such website free and clear of the intellectual property rights of any third party. No claim is known to be pending or threatened to the effect that any such intellectual property owned or licensed by the Company or any of its Subsidiaries, or which the Company or any of its Subsidiaries otherwise has the right to use, is invalid or unenforceable by the Company or any of its Subsidiaries, and the Company has no reason to believe that any patents or intellectual property rights owned or used by the Company or any of its Subsidiaries may be invalid. Except as set forth on EXHIBIT 6.073.20, neither the Company nor any of its Subsidiaries has any obligation to compensate any Person for the use of any such intellectual property rights nor has patents or rights, and neither the Company or nor any of its Subsidiaries has granted to any Person any license or other rights to use in any manner any of such intellectual property rightsthe patents or rights of the Company or any of its Subsidiaries, whether requiring the payment of royalties or not.

Title to Assets, Patents. Except as is set forth on EXHIBIT 6.07 attached heretoin Exhibit 3.07, the Company and each of its Subsidiaries Subsidiary has good and clear record and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent consolidated balance sheet of the Company included in the Financial Statementsand its Subsidiaries which forms a part of Exhibit 3.08 attached hereto, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), ) free of any mortgages, pledges, charges, liens, security interests or other encumbrancesencumbrances except for liens permitted hereunder. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries Subsidiary enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries Subsidiary owns or to its knowledge has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and to its knowledge the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights of others. Except as set forth on EXHIBIT 6.07To its knowledge, neither the Company nor any of its Subsidiaries Subsidiary has any obligation to compensate any Person for the use of any such intellectual property patents or such rights nor has the Company or any of its Subsidiaries Subsidiary granted to any Person any license or other rights to use in any manner any of such intellectual property rightspatents or such rights of the Company or any Subsidiary.

Title to Assets, Patents. Except as is set forth on in EXHIBIT 6.07 attached hereto3.07, the each Company and each of its Subsidiaries has good and clear record and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent consolidated balance sheet of the Company included in the Financial StatementsCompanies which forms a part of EXHIBIT 3.08 attached hereto, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), business and except for defects in title to real property which do not materially detract from its value or impair its use) free of any mortgages, pledges, charges, liens, security interests or other encumbrances. Except as set forth on EXHIBIT 6.07, the Each Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as is set forth on in EXHIBIT 6.073.04, the each Company and each of its Subsidiaries owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights of others. Except as is set forth on in EXHIBIT 6.073.07(a), neither the no Company nor any of its Subsidiaries has any obligation to compensate any Person for the use of any such intellectual property patents or such rights nor has the any Company or any of its Subsidiaries granted to any Person any license or other rights to use in any manner any of such intellectual property rightspatents or such rights of any Company. 3.08.

Title to Assets, Patents. Except as set forth on EXHIBIT Exhibit 6.07 attached hereto, the Company and each of its Subsidiaries has good and marketable indefeasible title in fee to such of its fixed assets as are real property, and good and merchantable indefeasible title to all of its other assets, now carried on its books including those reflected in the most recent balance sheet of the Company included in the Financial Statements, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), free of any mortgages, pledges, charges, liens, security interests or other encumbrances. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or names, trade name rights or domain names or franchises, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and the conduct of its business as now operated and as now proposed to be operated does not and will not to the best knowledge of the Company conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or names, trade name rights or domain names or franchises, copyrights, inventions and intellectual property rights of others. Except as set forth on EXHIBIT 6.07, neither Neither the Company nor any of its Subsidiaries has any obligation to compensate any Person for the use of any such intellectual property patents or such rights nor has the Company or any of its Subsidiaries granted to any Person any license or other rights to use in any manner any of such intellectual property patents or such rights.

Title to Assets, Patents. Except as set forth on EXHIBIT Exhibit 6.07 attached hereto, the Company each Borrower and each of its Subsidiaries Subsidiary has good and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent balance sheet of the Company included in the Financial Statements, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), free of any mortgages, pledges, charges, liens, security interests or other encumbrancesencumbrances except, in the case of real property, for easements, rights, restrictions and reservations of record. Except as set forth on EXHIBIT Exhibit 6.07, the Company each Borrower and each of its Subsidiaries Subsidiary enjoys peaceful and undisturbed possession under all material leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT Exhibit 6.07, the Company each Borrower and each of its Subsidiaries subsidiary owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights being used to necessary for, or material to, the conduct of its business as now operated and as now proposed to be operated; and the conduct of its business as now operated and as now proposed to be operated does not and will not to the best knowledge of the Borrowers conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights of others. Except as set forth on EXHIBIT Exhibit 6.07, neither the Company nor any of its Subsidiaries no Borrower and no Subsidiary has any obligation to compensate any Person for the use of any such intellectual property patents or such rights nor has the Company any Borrower or any of its Subsidiaries Subsidiary granted to any Person any license or other rights to use in any manner any of such intellectual property patents or such rights.

Title to Assets, Patents. Except as is set forth on EXHIBIT 6.07 attached heretoin Exhibit 3.07, ------------------------ ------------ the Company and each of its Subsidiaries has good and clear record and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent balance sheet of the Company included in the Financial Statementswhich forms a part of Exhibit 3.08 attached ------------ hereto, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), ) free of any mortgages, pledges, charges, liens, security interests or other encumbrances. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights of others. Except as set forth on EXHIBIT 6.07, neither the The Company nor any of its Subsidiaries has any no obligation to compensate any Person for the use of any such intellectual property patents or such rights nor has the Company or any of its Subsidiaries granted to any Person any license or other rights to use in any manner any of such intellectual property rightspatents or such rights of the Company.

Title to Assets, Patents. Except as is set forth on EXHIBIT 6.07 attached heretoin Exhibit 3.07, the ------------------------ ------------ Company and each of its Subsidiaries Subsidiary has good and clear record and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent consolidated balance sheet of the Company included and its Subsidiaries referred to in the Financial StatementsSection 3.08, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), ) free of any mortgages, pledges, charges, liens, security interests or other encumbrances. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries Subsidiary enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries Subsidiary owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights of others. Except as set forth on EXHIBIT 6.07in Exhibit 3.07, neither the Company nor any of its Subsidiaries Subsidiary has any obligation to ------------ compensate any Person for the use of any such intellectual property patents or such rights nor has the Company or any of its Subsidiaries Subsidiary granted to any Person any license or other rights to use in any manner any of such intellectual property rightspatents or such rights of the Company or any Subsidiary.

Title to Assets, Patents. Except as set forth on EXHIBIT 6.07 attached hereto, the Company and each of its Subsidiaries has good and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent balance sheet of the Company [PLEASE VERIFY] included in the Financial Statements, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), free of any mortgages, pledges, charges, liens, security interests or other encumbrances. Except as set forth on EXHIBIT 6.07, the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the Company and each of its Subsidiaries owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights of others. Except as set forth on EXHIBIT 6.07, neither the Company nor any of its Subsidiaries has any obligation to compensate any Person for the use of any such intellectual property rights nor has the Company or any of its Subsidiaries granted to any Person any license or other rights to use in any manner any of such intellectual property rights.

Title to Assets, Patents. Except as is set forth on EXHIBIT 6.07 attached heretoin Schedule 3.07, the Company and each of its Subsidiaries Subsidiary has good and clear record and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent consolidated balance sheet of the Company included in the Financial Statementsand its Subsidiaries which forms a part of Schedule 3.08 attached hereto, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), ) free of any mortgages, pledges, charges, liens, security interests or other encumbrancesencumbrances except for liens permitted hereunder. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries Subsidiary enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries Subsidiary owns or to its Knowledge has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and to its Knowledge the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights of others. Except as set forth on EXHIBIT 6.07To its Knowledge, neither the Company nor any of its Subsidiaries Subsidiary has any obligation to compensate any Person for the use of any such intellectual property patents or such rights nor has the Company or any of its Subsidiaries Subsidiary granted to any Person any license or other rights to use in any manner any of such intellectual property rightspatents or such rights of the Company or any Subsidiary.

Title to Assets, Patents. Except as is set forth on EXHIBIT 6.07 attached heretoin Exhibit 3.07, the Company and each of its Subsidiaries Subsidiary has good and clear record and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent consolidated balance sheet of the Company included in the Financial Statementsand its Subsidiaries which forms a part of Exhibit 3.08 attached hereto, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), ) free of any mortgages, pledges, charges, liens, security interests or other encumbrances. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries Subsidiary enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries Subsidiary owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights of others. Except as set forth on EXHIBIT 6.07, neither Neither the Company nor any of its Subsidiaries Subsidiary has any obligation to compensate any Person for the use of any such intellectual property patents or such rights nor has the Company or any of its Subsidiaries Subsidiary granted to any Person any license or other rights to use in any manner any of such intellectual property rightspatents or such rights of the Company or any Subsidiary.

Title to Assets, Patents. Except as set forth on EXHIBIT Exhibit 6.07 ------------------------ ------------ attached hereto, the Company and each of its Subsidiaries has good and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent balance sheet of the Company included in the Financial Statements, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), free of any mortgages, pledges, charges, liens, security interests or other encumbrances. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and the conduct of its business as now operated and as now proposed to be operated does not and will not to the best knowledge of the Company conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights of others. Except as set forth on EXHIBIT 6.07, neither Neither the Company nor any of its Subsidiaries has any obligation to compensate any Person for the use of any such intellectual property patents or such rights nor has the Company or any of its Subsidiaries granted to any Person any license or other rights to use in any manner any of such intellectual property patents or such rights.

Title to Assets, Patents. Except as is set forth on EXHIBIT 6.07 attached heretoin Exhibit 3.07, the each Company and each of its Subsidiaries Affiliate has good and clear record and marketable title in fee to such of its fixed assets as are owned real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent combined/consolidated balance sheet of each Company and its Affiliates delivered to the Company included in the Financial Statements, or acquired Purchaser pursuant to Section 3.08 since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), ) free of any mortgages, pledges, charges, liens, security interests or other encumbrances, except as would not have a material adverse effect on the Companies and the Affiliates as a whole. Except as set forth on EXHIBIT 6.07Exhibit 3.07, the each Company and each of its Subsidiaries Affiliate enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the Each Company and each of its Subsidiaries Affiliate owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights being used to conduct its business as now operated and as now proposed to be operated; and the conduct of its business as now operated and as now proposed to be operated does not and will not conflict in any material way with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights of others. Except as set forth on EXHIBIT 6.07, neither the No Company nor any of its Subsidiaries or Affiliate has any obligation to compensate any Person for the use of any such intellectual property patents or such rights nor has the any Company or any of its Subsidiaries Affiliate granted to any Person any license or other rights to use in any manner any of such intellectual property rightspatents or such rights of any Company or any Affiliate.

Title to Assets, Patents. Except as set forth on EXHIBIT 6.07 attached hereto, the The Company and each of its Subsidiaries has good and clear ------------------------ record and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent balance sheet of the Company included in the Financial Statementswhich forms a part of Exhibit 4.08 attached hereto, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), business and personal property that is not material to the business of the Company) free of any mortgages, pledges, charges, claims, liens, security interests or other encumbrances; provided that substantially all of the Company's assets are subject to the lien of the Company's senior secured lender. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operatingthe lessee, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rightstrade names, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights (collectively, "Intellectual Property Rights") being used to conduct its business as now operated and as now proposed to be operated; and the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights Intellectual Property Rights of others. Except as set forth on EXHIBIT 6.07, neither the The Company nor any of its Subsidiaries has any no obligation to compensate any Person for the use of any such intellectual property rights Intellectual Property Rights nor has the Company or any of its Subsidiaries granted to any Person any license or other rights right to use in any manner any Intellectual Property Rights of such intellectual property rightsthe Company other than the obligation of the Company to Xxx Xxxxxx pursuant to agreements dated November 9, 1995 and March 20, 1996.

Title to Assets, Patents. Except as set forth on EXHIBIT 6.07 attached hereto, the The Company and each of its Subsidiaries has good and marketable title in fee to such of its fixed assets as are real propertyproperty and purported to be owned, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent balance sheet of the Company included in the Financial Statements, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business)tangible and intangible, free of any mortgages, pledges, charges, liens, security interests or other encumbrances, except those indicated in Exhibit 3.07. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the All of such assets and leases are listed in Exhibit 3.07. The Company and each of its Subsidiaries owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights Intellectual Property Rights being used to conduct its business (i) as now operated and (ii) as now proposed to be operatedoperated (a complete list of licenses, contract rights and registrations of such Intellectual Property Rights is attached hereto as Exhibit 3.07); and the conduct of its business as now operated and as now proposed to be operated does not and will is not expected to conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and infringe upon the intellectual property rights of others. Except as set forth on EXHIBIT 6.07Exhibit 3.07, neither no claim is pending or threatened against the Company nor and/or, to the Company's knowledge, its officers, employees and consultants to the effect that any such Intellectual Property Right owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company or subject to any claim of its Subsidiaries infringement. Except pursuant to the terms of any licenses specified on Exhibit 3.07, the Company has any no obligation to compensate any Person for - 8 - 9 the use of any such intellectual property rights nor has Intellectual Property Rights and the Company or any of its Subsidiaries has not granted to any Person any license or other rights right to use in any manner any of such the Intellectual Property Rights of the Company or otherwise has licensed from others the intellectual property rightsrights of third parties, whether requiring the payment of royalties or not. The Company has taken reasonable measures in accordance with industry standards to protect and preserve the security, confidentiality and value of its Intellectual Property Rights, including its trade secrets and other confidential information. All employees and consultants of the Company involved in the design, review, evaluation or development of inventions or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements in the Company's customary form. To the best knowledge of the Company, all trade secrets and other confidential information of the Company are presently valid and protectible and are not part of the public domain or knowledge, nor, to the best knowledge of the Company, have they been used, divulged or appropriated for the benefit of any person other than the Company or otherwise to the detriment of the Company. To the best of the Company's knowledge, no employee or consultant of the Company has used any trade secrets or other confidential or proprietary information or techniques of any other person in the course of their work for the Company or is expected to use such secrets or information or techniques when conducting the business which the Company presently intends to conduct. The Company is the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and such Intellectual Property Rights are valid and in full force and effect. Neither the Company, nor any of its employees or consultants has received notice of, and to the best of the Company's knowledge after reasonable investigation, there are no claims that the Company's Intellectual Property Rights or the use or ownership thereof by the Company infringes, violates or conflicts with any such right of any third party. No university, hospital, government agency (whether federal or state) or other organization which sponsored research and development conducted by the Company has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights of the Company except as disclosed in Exhibit 3.07.

Title to Assets, Patents. Except as set forth on EXHIBIT 6.07 attached hereto, the The Company and each of its Subsidiaries has good and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including books, which assets consist of those reflected in the most recent balance sheet of the Company included in the Financial StatementsExhibit 3.07 attached hereto, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), ) free of any mortgages, pledges, charges, liens, security interests or other encumbrances. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights Intellectual Property Rights being used to conduct its business as now operated and as now proposed to be operated; operated or under development or now proposed to be developed by the Company, and the conduct of its business as now operated and as now proposed to be operated and the development, manufacture and distribution of the products under development or now proposed to be developed by the Company does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and infringe upon the intellectual property rights of others. Descriptions of certain Intellectual Property Rights and products under development or now proposed to be developed by the Company is contained in Exhibit 3.06. Such descriptions do not necessarily describe all Intellectual Property Rights and products under development or proposed to be developed by the Company. A complete list of licenses and registrations of such Intellectual Property rights is attached hereto as Exhibit 3.06. Except as set forth on EXHIBIT 6.07Exhibit 3.06, neither no claim is pending or threatened against the Company nor and/or its officers, employees and consultants to the effect that any such Intellectual Property Right owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company. Except pursuant to the terms of its Subsidiaries any licenses specified on Exhibit 3.06, the Company has any no obligation to compensate any Person for the use of any such intellectual property rights nor Intellectual Property Rights, no other Person has any right, title or interest in or to such Intellectual Property and the Company or any of its Subsidiaries has not granted to any Person any license or other rights right to use in any manner any of the Intellectual Property Rights of the Company, whether requiring payment of royalties or not. The Company has taken all reasonable measures to protect and preserve the security, confidentiality and value of its Intellectual Property Rights, including its trade secrets and other confidential information. All employees and consultants of the Company involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed a nondisclosure and assignment of inventions agreements sufficient to protect the confidentiality and value of the Company's Intellectual Property Rights and to vest in the Company exclusive ownership of such intellectual property rightsIntellectual Property Rights. To the best knowledge of the Company, all trade secrets and other confidential information of the Company are presently valid and protectable and are not part of the public domain or knowledge, nor, to the best knowledge of the Company, have they been used, divulged or appropriated for the benefit of any person other than the Company or otherwise to the detriment of the Company. To the best of the Company's knowledge, no employee or consultant of the Company has used any trade secrets or other confidential information of any other person in the course of their work for the Company. The Company is the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and such Intellectual Property Rights are valid and in full force and effect. Neither the Company, nor any of its employees or consultants has received notice of, and to the best of the Company's knowledge after reasonable investigation, there are no claims that the Company's Intellectual Property Rights or the use or ownership thereof by the Company infringes, violates or conflicts with any such right of any third party. No university, hospital, government agency (whether federal or state) or other organization which sponsored research and development conducted by the Company or any employee of the Company or has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights of the Company.

Title to Assets, Patents. Except as set forth on EXHIBIT 6.07 attached hereto, the The Company and each of its Subsidiaries has good and marketable title in fee to such of its fixed assets assets, if any, as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent balance sheet of the Company included in the Financial Statements, or acquired since the date of such balance sheet (except personal property disposed of since said date in the ordinary course of business), free of any mortgages, pledges, charges, liens, security interests or other encumbrances, except where such failure to so have would not have a Material Adverse Effect, or except as indicated in EXHIBIT 3.20. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operating, and all of said such leases are valid and subsisting and in full force and effect. Except as set forth on in EXHIBIT 6.073.20, the Company and each knows of no adverse claim that would interfere with its right or the right of any of its Subsidiaries owns or has a valid right to use the patents, patent rights, permits, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions inventions, and intellectual property rights being used to conduct its business as now operated and as now proposed to be operatedoperated (a list of the patent and trademark applications made by the Company and each of its Subsidiaries is attached hereto as EXHIBIT 3.20); and the Company has no reason to believe that the conduct of its business or the conduct of the business of any of its Subsidiaries as now operated and as now proposed to be operated does not and conflicts or will not conflict with valid patents, patent rights, permits, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions inventions, and intellectual property rights of any other Person, except as noted in EXHIBIT 3.20. To the Company's knowledge, no product or process presently used or proposed to be manufactured, marketed, offered, sold or used by the Company or any of its Subsidiaries will violate any license or infringe on any intellectual property rights of any other Person; and neither the intellectual property rights of the Company or any of its Subsidiaries nor the operation or proposed operation of the business of the Company or any of its Subsidiaries is known to conflict with the asserted rights of others, nor does there exist any known basis for any such conflict, except as noted in EXHIBIT 3.20. The Company owns or has the right to use all of the back office and graphic user interface software necessary to run its website and any graphic or textual content thereof and has the right to use and include any graphic or text on such website free and clear of the intellectual property rights of any third party. No claim is known to be pending or threatened to the effect that any such intellectual property owned or licensed by the Company or any of its Subsidiaries, or which the Company or any of its Subsidiaries otherwise has the right to use, is invalid or unenforceable by the Company or any of its Subsidiaries, and the Company has no reason to believe that any patents or intellectual property rights owned or used by the Company or any of its Subsidiaries may be invalid. Except as set forth on EXHIBIT 6.073.20, neither the Company nor any of its Subsidiaries has any obligation to compensate any Person for the use of any such intellectual property rights nor has patents or rights, and neither the Company or nor any of its Subsidiaries has granted to any Person any license or other rights to use in any manner any of such intellectual property rightsthe patents or rights of the Company or any of its Subsidiaries, whether requiring the payment of royalties or not.

Title to Assets, Patents. Except as set forth on EXHIBIT 6.07 attached hereto, the The Company and each of its Subsidiaries has good and clear record ------------------------ and marketable title in fee to such of its fixed assets as are real property, and good and merchantable title to all of its other assets, now carried on its books including those reflected in the most recent balance sheet of the Company included in the Financial Statementswhich forms a part of Exhibit 4.08 attached hereto, or acquired since the date ------------ of such balance sheet (except personal property disposed of since said date in the ordinary course of business), business and personal property that is not material to the business of the Company) free of any mortgages, pledges, charges, claims, liens, security interests or other encumbrances; provided that substantially all of the Company's assets are subject to the lien of the Company's senior secured lender. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all leases under which it is operatingthe lessee, and all of said leases are valid and subsisting and in full force and effect. Except as set forth on EXHIBIT 6.07, the The Company and each of its Subsidiaries owns or has a valid right to use the patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rightstrade names, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights (collectively, "Intellectual Property Rights") being used to conduct its business as now operated and as now proposed to be operated; and the conduct of its business as now operated and as now proposed to be operated does not and will not conflict with valid patents, patent rights, licenses, permits, trade secrets, trademarks, trademark rights, trade names or trade name rights or franchises, copyrights, inventions and intellectual property rights Intellectual Property Rights of others. Except as set forth on EXHIBIT 6.07, neither the The Company nor any of its Subsidiaries has any no obligation to compensate any Person for the use of any such intellectual property rights Intellectual Property Rights nor has the Company or any of its Subsidiaries granted to any Person any license or other rights right to use in any manner any Intellectual Property Rights of such intellectual property rightsthe Company other than the obligation of the Company to Xxx Xxxxxx pursuant to agreements dated November 9, 1995 and March 20, 1996.