Included in the Seller Disclosure Schedules is a complete and accurate list of all of Seller's Intellectual Property that was developed by Seller to be used with the Acquired Assets, including the trade secrets, service marks, other proprietary information, domain names, source and object codes, copyrights, patents, patent applications, registrations, and applications with respect thereto. Except as set forth in the Seller Disclosure Schedules, Seller owns the entire right, title, and interest in and to such Intellectual Property, and such Intellectual Property is not subject to the payment of royalties or any other obligation to any other Person. Except as set forth in the Seller Disclosure Schedules, none of the employees of Seller owns, directly or indirectly, any right, title, or interest in or to the Intellectual Property. To the best knowledge of Seller, none of the Intellectual Property is subject to any order, decree, judgment, stipulation, settlement, Lien, or attachment. There are no pending or threatened proceedings, litigation, or other adverse claims of which Seller is aware affecting or respecting the Intellectual Property. The Intellectual Property does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other Person and comprises all such rights necessary to permit the operation of the business of Seller as now being conducted.