As of the Effective Date, the Licensor (i) owns all of the NGL Technology and all other intellectual property used by the Licensor in connection with the performance of its obligations hereunder, free and clear of any and all liens, charges, pledges, security interests or other encumbrances whatsoever; (ii) has received no notice of infringement or misappropriation of any alleged rights asserted by any other person or entity in relation to any NGL Technology or such other intellectual property to be used by the Licensor in connection with the performance of its obligations hereunder; and (iii) is not aware of any patent, trade secret or other right of any other person or entity that could materially adversely affect the Licensor’ ability to consummate the transactions contemplated hereby. The Licensor agrees to immediately notify the Licensee in writing in the event that the Licensor receives a notice of the type referred to in clause (ii) above or becomes aware of any patent, trade secret or other right of the nature referred to in clause (iii) above.