The Company (and/or its subsidiaries) owns or possesses, free and clear of all Encumbrances, all legal rights to all intellectual property (whether registered or unregistered) and rights in confidential information, used or held for use in, or necessary for the conduct of their businesses as now conducted and as proposed to be conducted.  Neither the Company nor any of its subsidiaries (i) has received any communications alleging that either the Company or any of its subsidiaries has violated, infringed or misappropriated or, by conducting their businesses as now conducted and as proposed to be conducted, would violate, infringe or misappropriate any of the intellectual property of any other person or entity, (ii) knows of any basis for any claim that the Company or any of its subsidiaries has violated, infringed or misappropriated, or, by conducting their businesses as now conducted and as proposed to be conducted, would violate, infringe or misappropriate any of the intellectual property of any other person or entity, and (iii) knows of any third-party infringement, misappropriation or violation of any Company or any of its subsidiary’s intellectual property.