subsection, the term Environmental Law means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any regulatory authority relating to (i) the protection, preservation or restoration of the environment (including, without limitation, air, water, vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive, whether by type or by quantity, including any material containing any such substance as a component.
(ll) The Primary Parties own, or have valid, binding, enforceable and sufficient licenses or other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their business in the manner in which it is being conducted and in the manner in which it is contemplated as set forth in the Prospectus (collectively, the Primary Parties Intellectual Property). The Primary Parties Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the Primary Parties is unenforceable or invalid. To the Primary Parties knowledge, no Primary Party has infringed or otherwise violated any intellectual property rights of any third person nor is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with any of the Primary Parties Intellectual Property. No person has asserted in writing, or to the Primary Parties knowledge, threatened to assert any claim against, or notified, the Primary Parties that (i) the Primary Parties have infringed or otherwise violated any intellectual property rights of any third person, (ii) the Primary Parties are in breach or default of any contract under which any of the Primary Parties Intellectual Property is provided, (iii) such person will terminate a contract described in clause (ii) or adversely alter the scope of the rights provided thereunder or (iv) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any of the Primary Parties Intellectual Property. To the knowledge of each Primary Party, no third party is infringing or otherwise violating any of the Primary Parties Intellectual Property.
(mm) The Primary Parties have not relied upon Agent or its counsel for any legal, tax or accounting advice in connection with the Conversion.
(nn) The records used by the Primary Parties to determine the identity of Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are accurate and complete in all material respects.
(oo) None of the Primary Parties is required to be registered as an investment company under the Investment Company Act of 1940.
(pp) Any certificates signed by an officer of any of the Primary Parties and delivered to the Agent or its counsel that refer to this Agreement shall be deemed to be a representation and warranty by the Primary Parties to the Agent as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.