(xxii) Possession of Intellectual Property. The Company and its subsidiaries own, possess or have the
right to use, or can acquire on reasonable terms, patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures), trademarks, service marks, trade names, software, works of authorships, databases, formulae, Internet domain names or other intellectual property (collectively, Intellectual Property)
necessary to carry on the business now operated or planned to be conducted as described in the Registration Statement, the General Disclosure Package and the Prospectus by them, except where the failure so to own, possess, have the right to use or
ability to so acquire would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has not received any opinion from its legal counsel concluding that any activities of their respective businesses
infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property of any other person, and have not received written notice of any challenge, which is to its knowledge still pending, by any other person to the rights of the
Company with respect to any Intellectual Property owned or used by the Company. To the knowledge of the Company, the Company business as now conducted or as planned to be conducted as described in the Registration Statement, the General Disclosure
Package and the Prospectus does not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property of any other person. Except as described in the Registration Statement, the General
Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries have received written notice of, and the Company is not otherwise aware of, any action, suit, proceeding, facts or circumstances (A) involving a claim of
infringement of, misappropriation or other violation of any Intellectual Property against the Company or any of its subsidiaries or (B) which would render any Intellectual Property owned by the Companys business invalid or unenforceable,
and which action, suit or proceeding (if the subject of any unfavorable decision, ruling or finding), singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. All licenses for the use of the Intellectual
Property described in the Registration Statement, the General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material
respects with, and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual
Property license. The Company has taken all commercially reasonable steps to protect, maintain and safeguard its Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the
transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Companys right to own, use, or hold
for use any of the Intellectual Property as owned, used or held for use in the conduct of the business as currently conducted or as planned to be conducted as described in the Registration Statement, the General Disclosure Package and the
Prospectus. The Company has at all times complied with all material applicable laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the
Companys business. No claims have been asserted or, to the Companys knowledge, threatened against the Company alleging a violation of any persons privacy or personal information or data rights and the consummation of the
transactions contemplated hereby will not breach or otherwise cause any violation of any law related to privacy, data protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct of the
Companys business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has taken all commercially reasonable actions to obtain
ownership of all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the Company and which relate to the Companys business.
(xxiii) Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly
or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code,
policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants,
wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, Hazardous Materials) or to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials (collectively, Environmental Laws), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each
in compliance with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or
violation, investigations or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form
the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to
Hazardous Materials or any Environmental Laws.
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