3.16
COMPLIANCE WITH LEGAL REQUIREMENTS.
SELLER AND ITS PREDECESSORS
HAVE CONDUCTED THE BUSINESS IN MATERIAL COMPLIANCE WITH ALL APPLICABLE LEGAL
REQUIREMENTS AND COURT ORDERS.
SELLER HAS NOT RECEIVED ANY NOTICE TO THE EFFECT
THAT, OR HAS OTHERWISE BEEN ADVISED THAT SELLER IS NOT IN COMPLIANCE WITH ANY
SUCH LEGAL REQUIREMENTS OR COURT ORDERS, AND , TO THE KNOWLEDGE OF SELLER,
SELLER HAS NO REASON TO ANTICIPATE THAT ANY EXISTING CIRCUMSTANCES ARE LIKELY TO
RESULT IN A VIOLATION OF ANY OF THE FOREGOING.
3.17
INTELLECTUAL PROPERTY.
(A)
GENERAL.
SECTION 3.17(A) OF THE DISCLOSURE SCHEDULE SETS FORTH
WITH RESPECT TO SELLER'S INTELLECTUAL PROPERTY:
(I) FOR EACH INVENTION MATERIAL
TO THE BUSINESS OF SELLER, WHETHER OR NOT PATENTED, THE DATE OF CONCEPTION AND
REDUCTION TO PRACTICE, NAMES OF INVENTORS, PRIORITY DATE OF PATENT APPLICATIONS
(IF ANY), AND ISSUE DATES OF ANY ISSUED PATENTS, (II) ALL MATERIAL INTELLECTUAL
PROPERTY IN THE FORM OF LICENSES OF SELLER, AND (III) ALL MATERIAL TRADEMARKS,
TRADENAMES, PATENTS, COPYRIGHT REGISTRATIONS AND URLS OWNED OR USED BY SELLER OR
OWNED OR USED BY ANY PERSON AND USED IN THE BUSINESS.
TRUE AND CORRECT COPIES
OF ALL INTELLECTUAL PROPERTY (INCLUDING ALL PENDING APPLICATIONS, APPLICATION
RELATED DOCUMENTS AND MATERIALS) OWNED, CONTROLLED OR USED BY OR ON BEHALF OF
SELLER OR IN WHICH SELLER HAS ANY
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INTEREST WHATSOEVER HAVE BEEN PROVIDED OR MADE AVAILABLE TO PURCHASER.
SECTION
3.17(A) OF THE DISCLOSURE SCHEDULE SETS FORTH A TRUE AND COMPLETE LIST OF ALL
TRADE NAMES NOT OWNED BY SELLER, BUT THAT ARE USED IN THE CONDUCT OF THE
BUSINESS.
SECTION 3.17(A) OF THE DISCLOSURE SCHEDULE MAY BE UPDATED THROUGH
DECEMBER 8, 2006 (BUT NO MATERIAL INTELLECTUAL PROPERTY MAY BE DELETED FROM THE
SCHEDULE IN ANY SUCH UPDATE).
(B)
ADEQUACY.
SELLER'S INTELLECTUAL PROPERTY ARE ALL THOSE NECESSARY
FOR THE NORMAL CONDUCT OF THE BUSINESS AS PRESENTLY CONDUCTED INCLUDING THE
PROCUREMENT, DISTRIBUTION AND SALE OF ALL PRODUCTS AND SERVICES CURRENTLY UNDER
DEVELOPMENT, PLANNED FOR DEVELOPMENT OR IN PRACTICE.
(C)
ROYALTIES AND LICENSES.
EXCEPT AS SET FORTH IN SECTION 3.17(C) OF
THE DISCLOSURE SCHEDULE, SELLER HAS NO OBLIGATION TO COMPENSATE ANY PERSON FOR
THE USE OF ANY OF ITS INTELLECTUAL PROPERTY NOR HAS SELLER GRANTED TO ANY PERSON
ANY LICENSE, OPTION OR OTHER RIGHTS TO USE IN ANY MANNER ANY OF ITS INTELLECTUAL
PROPERTY, INCLUDING THE TRADE NAMES SET FORTH IN SECTION 3.17(A), WHETHER
REQUIRING THE PAYMENT OF ROYALTIES OR NOT.
(D)
OWNERSHIP.
EXCEPT AS SET FORTH IN SECTION 3.17(D) OF THE
DISCLOSURE SCHEDULE, SELLER OWNS OR HAS THE VALID RIGHT TO USE THE INTELLECTUAL
PROPERTY, INCLUDING THE TRADE NAMES IDENTIFIED IN SECTION 3.17(A) OF THE
DISCLOSURE SCHEDULE, AND SUCH INTELLECTUAL PROPERTY WILL REMAIN THE VALID RIGHTS
OF SELLER (OR PURCHASER FOLLOWING THE CONSUMMATION OF THE ACQUISITION) FOLLOWING
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT OR ANY ANCILLARY
AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
EXCEPT AS SET FORTH IN SECTION 3.17(D) OF THE DISCLOSURE SCHEDULE, ALL
INTELLECTUAL PROPERTY WILL BE FULLY TRANSFERABLE, ALIENABLE OR LICENSABLE BY
PURCHASER WITHOUT RESTRICTION AND