Except as disclosed in the SEC Filings, the Company and its subsidiaries own, possess or have obtained valid licenses for, or other legal and valid rights to use, the material Intellectual Property necessary for the conduct of the business of the Company and its subsidiaries in all material respects as currently conducted and as described in the SEC Filings as being owned or licensed by them.  To the knowledge of the Company, all material Intellectual Property owned by the Company and its subsidiaries is valid, subsisting and enforceable. Except as either described in the SEC Filings, there is no pending or, to the Company’s knowledge, threat of any action, suit, proceeding or claim by others challenging the Company’s or any of its subsidiaries rights in or to its material Intellectual Property, or the validity, enforceability or scope of any material Registered Intellectual Property owned by or licensed to the Company or any of its subsidiaries, or claiming that the use of any material Intellectual Property by the Company or any of its subsidiaries in their respective businesses as currently conducted infringes, misappropriates or otherwise violates in any material respect the Intellectual Property rights of any third party.  Except as described in the SEC Filings and except as has not had and would not reasonably be expected to result in a Material Adverse Effect on the Company, (a) neither the Company nor any of its subsidiaries infringes or misappropriates or otherwise violates in any material respect the material Intellectual Property rights of any third party; provided that with respect to third-party patents and patent applications, the foregoing representation is made to the Company’s knowledge only, and (b) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating in any material respect the material Intellectual Property rights of the Company or its subsidiaries.  The Software used by the Company and its subsidiaries is adequate in all material respects for the operation of the business of the Company and its subsidiaries in all material respects as they are conducted on the Closing Date and, (y) is free from any material defect, except for such defects as are expected to be corrected by subsequent routine updates to such Software or as are immaterial to the functionality of such Software as a whole, and (z) the source code owned by the Company and its subsidiaries is not subject to any requirement that it be delivered, disclosed, licensed or otherwise made available to any Person, pursuant to an open source software license. Except as described in the SEC Filings, the Company and its subsidiaries are in material compliance with applicable law and all material contractual obligations relating to data privacy and security. The Company and its subsidiaries have implemented and maintain reasonable business continuity and security technology consistent with industry practices to preserve the availability, security and integrity of its and their information technology systems, and the data and information stored thereon. To the knowledge of the Company, no Person has gained unauthorized access to any such information technology system, data or information in a manner that has had, or would be reasonably expected to result in, a Material Adverse Effect on the Company. The Company and its subsidiaries have complied, in all material respects, with its and their own policies relating to privacy, data security or the collection, retention or use of any personal information (including health information) collected, used or held for use by or on behalf of the Company or its subsidiaries. No action, suit, proceeding or claim has been asserted or, to the knowledge of the Company, threatened against the Company or any subsidiary, alleging a material violation of any Person’s privacy, personal information or related rights that would reasonably be expected to result in a Material Adverse Effect on the Company.