THE GIVING OF NOTICE, THE LAPSE OF TIME OR THE HAPPENING OF ANY
OTHER EVENT OR CONDITION, WOULD BECOME A DEFAULT OR EVENT OF DEFAULT UNDER ANY
MATERIAL CONTRACT.
TRUE, CORRECT AND COMPLETE COPIES OF ALL MATERIAL CONTRACTS
HAVE BEEN DELIVERED TO THE PURCHASER.
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(W)
NO BREACH OF OTHER CONTRACTS.
EXCEPT FOR
CERTAIN ACTS OF DEFAULT OR BREACH WHICH, IN THE AGGREGATE, ARE NOT MATERIAL,
NEITHER OF THE CORPORATIONS HAS VIOLATED OR BREACHED, IN ANY MATERIAL RESPECT,
ANY OF THE TERMS OR CONDITIONS OF ANY CONTRACT (OTHER THAN THE MATERIAL
CONTRACTS), AND, TO THE BEST KNOWLEDGE OF THE VENDORS, EXCEPT FOR CERTAIN
FAILURES TO PERFORM WHICH, IN THE AGGREGATE, ARE NOT MATERIAL, ALL THE COVENANTS
TO BE PERFORMED BY ANY OTHER PARTY TO SUCH CONTRACT HAVE BEEN FULLY PERFORMED,
IN ALL MATERIAL RESPECTS;
(X)
ACCOUNTS RECEIVABLE.
ALL ACCOUNTS
RECEIVABLE ARE BONA FIDE, AND, SUBJECT TO AN ALLOWANCE FOR DOUBTFUL ACCOUNTS
THAT HAS BEEN REFLECTED ON THE BOOKS OF THE CORPORATIONS IN ACCORDANCE WITH GAAP
AND CONSISTENT WITH PAST PRACTICE, COLLECTIBLE WITHOUT SET-OFF OR COUNTERCLAIM.
(Y)
INTELLECTUAL PROPERTY RIGHTS.
ALL
REGISTERED INTELLECTUAL PROPERTY AND ALL MATERIAL NON-REGISTERED INTELLECTUAL
PROPERTY USED AS A WHOLE OR IN PART IN, OR REQUIRED FOR THE CARRYING ON OF, THE
BUSINESS IN THE MANNER HERETOFORE CARRIED ON ARE LISTED IN SCHEDULE F (PART 1)
HERETO AND ARE OWNED BY, OR VALIDLY LICENSED TO, ONE OR BOTH OF THE
CORPORATIONS.
EXCEPT AS OTHERWISE DISCLOSED IN THE SCHEDULE F (PART 2) HERETO,
THE CORPORATIONS (I)
HAVE THE EXCLUSIVE RIGHT TO USE THE INTELLECTUAL PROPERTY,
(II)
OWN OF RECORD THE INTELLECTUAL PROPERTY, (III) HAVE NOT COMMENCED OR
THREATENED TO COMMENCE ANY SUIT, ACTION OR PROCEEDING AGAINST ANY PERSON IN
CONNECTION WITH THE USE OF THE INTELLECTUAL PROPERTY, AND (IV) HAVE NOT
CONVEYED, ASSIGNED OR ENCUMBERED ANY OF THE INTELLECTUAL PROPERTY.
ALL
REGISTRATIONS AND FILINGS NECESSARY TO PRESERVE THE RIGHTS OF THE CORPORATIONS
IN THE INTELLECTUAL PROPERTY HAVE BEEN MADE AND ARE IN GOOD STANDING.
TO THE
BEST KNOWLEDGE OF THE VENDORS, THE CONDUCT OF THE BUSINESS DOES NOT INFRINGE
UPON THE INTELLECTUAL PROPERTY OF ANY OTHER PERSON.
THE PURCHASE AND SALE
HEREIN CONTEMPLATED WILL NOT VIOLATE OR BREACH THE TERMS OF ANY MATERIAL
INTELLECTUAL PROPERTY LICENSE TO WHICH THE CORPORATIONS ARE A PARTY, NOR CAUSE
SUCH LICENSES TO BE TERMINATED OR MODIFIED.
THE CORPORATIONS ARE NOT OBLIGED TO
PAY ROYALTIES OR ANY OTHER COMPENSATION TO ANY PERSON OR ENTITY IN RESPECT OF
ITS OWNERSHIP, USE OR LICENSE OF ANY INTELLECTUAL PROPERTY OWNED BY, USED IN, OR
NECESSARY TO CONDUCT THE BUSINESS.
THE CORPORATIONS HAVE TAKEN ALL COMMERCIALLY
REASONABLE STEPS (INCLUDING MEASURES TO PROTECT SECRECY AND CONFIDENTIALITY) TO
PROTECT THE RIGHT, TITLE AND INTEREST OF THE CORPORATIONS IN AND TO ALL THE
INTELLECTUAL PROPERTY USED IN WHOLE OR IN PART IN, OR REQUIRED FOR THE CARRYING
ON OF, THE BUSINESS.
ALL EMPLOYEES, AGENTS, CONSULTANTS AND OTHER
REPRESENTATIVES OF THE CORPORATIONS WHO HAVE ACCESS TO CONFIDENTIAL OR
PROPRIETARY INFORMATION OF THE
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CORPORATIONS HAVE A LEGAL OBLIGATION OF