The Company and its Subsidiaries owns or possesses adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “ Intellectual Property ”), necessary for the conduct of their businesses as conducted as of the date hereof, provided that the foregoing representation is made only to the Company’s knowledge as it concerns third-party Intellectual Party, and except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company and its Subsidiaries have not received any written notice of any pending or threatened action, suit, proceeding or claim by any third party asserting infringement of third party intellectual property or challenging the Company’s or its Subsidiaries’ rights in or to any of their respective Intellectual Property or Intellectual Property owned or used by the Company or its Subsidiaries, which , if the subject of an unfavorable decision, would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or such Subsidiaries rights in or to or the validity of the scope of any of the Company’s patents, patent applications or proprietary information.  The representations set forth in this Section 6(z), to the extent they relate to the Specified Subsidiary, are to the Company’s knowledge, after due and careful inquiry.