Except as disclosed on Schedule 5.23 , Seller owns or has the right to use, free and clear of all Liens, all Intellectual Property necessary to conduct the Business as presently conducted except where the failure to so own or have such rights, or the presence of such Liens, does not have, individually or in the aggregate, a Material Adverse Effect.  To the Knowledge of Seller, no third Person is currently infringing upon, misappropriating, diluting or otherwise violating the Intellectual Property used in the Business.  The operation of the Business has not and does not materially infringe, misappropriate, dilute or otherwise violate the Intellectual Property of any third Person.  No claim is pending or, to the Knowledge of Seller, has been threatened against Seller, and Seller has not received any written threat, charge, claim, demand, notice or complaint, in each case within the last three (3) years, challenging the use or ownership by Seller of any Intellectual Property used in the Business or alleging that the operation of the Business infringes, misappropriates, dilutes or otherwise violates the Intellectual Property of any third Person (including any claim that Company must license any Intellectual Property of any third Person).