Except as would not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule  2.28 , (a) the Company and each of its Subsidiaries owns, or possesses adequate rights to use, all Intellectual Property that are used or held for use in or are otherwise reasonably necessary for the present conduct of their respective businesses, (b) to the Company’s Knowledge, the Company and its Subsidiaries are not interfering with, infringing upon, misappropriating or otherwise violating Intellectual Property of any Person, and (c) (i) no claim or litigation regarding any of the Intellectual Property owned by the Company and its Subsidiaries is pending or, to the Company’s Knowledge, threatened and (ii) to the Company’s Knowledge, no claim or litigation regarding any other Intellectual Property described in Section  2.28  and Section  2.28  is pending or threatened.