EACH OF THE ACQUIRED COMPANIES OR GE
USER ARE SUCH THAT THEIR EMPLOYMENT OR ENGAGEMENT CAN BE TERMINATED, SUBJECT TO
APPLICABLE LAW, AT ANY TIME BY PROVIDING NOTICE AS REQUIRED UNDER THE TERMS OF
THEIR RESPECTIVE EMPLOYMENT OR ENGAGEMENT AND WITHOUT LIABILITY FOR PAYMENT OF
COMPENSATION OR DAMAGES AND THERE ARE NO CONTRACTUALLY AGREED SEVERANCE PAYMENTS
WHICH ARE OR COULD BECOME PAYABLE BY EITHER OF THE ACQUIRED COMPANIES OR BY THE
BUYERS TO ANY DIRECTORS, OFFICERS, CURRENT EMPLOYEES, INDEPENDENT CONTRACTORS,
AGENTS, CONSULTANTS OR PROFESSIONAL ADVISERS OF EITHER OF THE ACQUIRED COMPANIES
UNDER THE TERMS OF ANY CONTRACT OR COMMITMENT OR ANY LAW, CUSTOM, TRADE OR
PRACTICE.
SECTION 4.18
NO MATERIAL ADVERSE CHANGE. SINCE
THE DATE OF THE NET INVESTMENT STATEMENT, THERE HAS NOT BEEN (I) ANY MATERIAL
CHANGE IN THE COSTS SET FORTH IN THE NET INVESTMENT STATEMENT AND (II) ANY
MATERIAL ADVERSE CHANGE IN THE BUSINESS, OPERATIONS, PROPERTIES, PROSPECTS,
ASSETS, OR CONDITION OF EITHER ACQUIRED COMPANY, AND NO EVENT HAS OCCURRED OR
CIRCUMSTANCE EXISTS THAT MAY RESULT IN SUCH A MATERIAL ADVERSE CHANGE.
12
SECTION 4.19
CERTAIN CONTRACTS
A)
SCHEDULE 4.19 SETS FORTH A LIST AS OF
THE DATE OF THIS AGREEMENT, OF ALL OF THE CONTRACTS OF EACH OF THE ACQUIRED
COMPANIES, INCLUDING IDENTIFICATION OF WHICH ACQUIRED COMPANY IS BOUND BY SUCH
CONTRACT (COLLECTIVELY, THE "APPLICABLE CONTRACTS").
WITHIN THIRTY (30) DAYS OF
THE CLOSING, SELLERS WILL PROVIDE TRUE AND COMPLETE COPIES OF EACH OF THE
CONTRACTS LISTED IN SCHEDULE 4.19 TOGETHER WITH TRUE AND COMPLETE COPIES OF ALL
MATERIAL CONTRACTS TO BE TRANSFERRED TO ONE OF THE ACQUIRED COMPANIES IN
ACCORDANCE WITH SECTION 7.5.
B)
EACH APPLICABLE CONTRACT IS THE LEGAL,
VALID AND BINDING OBLIGATION OF THE RELEVANT ACQUIRED COMPANY AND OF EACH OTHER
PARTY THERETO, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
NONE OF THE ACQUIRED
COMPANIES NOR ANY OTHER PARTY, IS IN VIOLATION OR DEFAULT OF ANY TERM OF ANY
SUCH APPLICABLE CONTRACT AND NO CONDITION OR EVENT EXISTS WHICH WITH THE GIVING
OF NOTICE OR THE PASSAGE OF TIME OR BOTH WOULD CONSTITUTE A VIOLATION OR DEFAULT
BY EITHER OF THE ACQUIRED COMPANIES OR ANY OTHER PARTY THERETO OR PERMIT THE
TERMINATION, MODIFICATION, CANCELLATION OR ACCELERATION OF PERFORMANCE OF THE
OBLIGATIONS OF EITHER ACQUIRED COMPANY OR ANY OTHER PARTY TO THE APPLICABLE
CONTRACT.
SECTION 4.20
INTELLECTUAL PROPERTY
A)
EACH OF THE ACQUIRED COMPANIES OWNS OR
HAS A VALID RIGHT TO USE, FREE AND CLEAR OF ALL ENCUMBRANCES, ALL INTELLECTUAL
PROPERTY THAT IT IS CURRENTLY USING.
B)
THERE IS NO LITIGATION PENDING OR
THREATENED, AGAINST EITHER OF THE ACQUIRED COMPANIES THAT INVOLVES A CLAIM
(I) ALLEGING THAT THE OPERATION OF THE BUSINESS INFRINGES, MISAPPROPRIATES,
DILUTES OR OTHERWISE VIOLATES A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS OR
(II) CHALLENGING THE OWNERSHIP, USE, VALIDITY, ENFORCEABILITY OR REGISTRABILITY
OF ANY INTELLECTUAL PROPERTY OWNED BY EITHER SELLER OR EITHER OF THE ACQUIRED
COMPANIES.
THE BUSINESS AS CURRENTLY CONDUCTED DOES NOT INFRINGE,
MISAPPROPRIATE, DILUTE OR OTHERWISE VIOLATE ANY THIRD PARTY'S INTELLECTUAL
PROPERTY RIGHTS, INCLUDING ANY SUCH RIGHTS UNDER ANY LICENSE AGREEMENTS RELATING