(q) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for (i) the registration of the Securities under the Securities Act, (ii) the qualification of the Indenture under the Trust Indenture Act and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may have been obtained or made prior to the Closing Date or as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.
(r) Legal Proceedings. Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the Companys knowledge, threatened (i) against or affecting the Company or any of its significant subsidiaries, (ii) the subject of which relates to any officer or director of, or property owned or leased by, the Company or any of its significant subsidiaries, where any such action, suit or proceeding would reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.
(s) Independent Accountants. PricewaterhouseCoopers LLP, who have expressed their opinion with respect to the Companys audited financial statements for the fiscal year ended December 31, 2021 incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, are independent public accountants with respect to the Company as required by the Securities Act and the Exchange Act and are an independent registered public accounting firm with the Public Company Accounting Oversight Board.
(t) Intellectual Property. Except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, the Company or its subsidiaries own or possess a valid right to use all patents, trademarks, service marks, trade names, copyrights, trade secrets and know-how and other intellectual property (collectively, the Intellectual Property) used by the Company or its significant subsidiaries in, and material to, the conduct of the Companys or its significant subsidiaries business as now conducted, except where such failure to own or possess the valid right to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Effect. Except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, to the Companys knowledge, there is no infringement by third parties of any of the Companys Intellectual Property, except for such infringement as would not, individually or in the aggregate, result in a Material Adverse Effect, and there are no legal or governmental actions, suits, proceedings or claims pending or, to the Companys knowledge, threatened, against the Company (i) challenging the Companys rights in or to any Intellectual Property, (ii) challenging the validity or scope of any Intellectual Property owned by the Company or (iii) alleging that the operation of the Companys business as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of a third party and which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.