Each Obligor and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without, to any Obligor’s knowledge, conflict with any rights of others.  There is no pending or, to any Obligor’s knowledge, threatened material Intellectual Property Claim with respect to any Obligor, any Subsidiary or any of their Property (including any Intellectual Property).  All Intellectual Property registered with the U.S. Patent and Trademark Office which is owned by any Obligor or Subsidiary on the [ Fourth ] Fifth Amendment Closing Date is [ shown ] set forth on Schedule 9.1.12 .