ARE NOT ENCUMBERED BY ANY LIENS ARISING OUT OF ANY UNPAID TAXES.
2.9
OWNERSHIP AND CONDITION OF ASSETS.
(A)
THE SELLERS ARE THE TRUE AND LAWFUL OWNER, AND HAS GOOD TITLE TO,
ALL OF THE ACQUIRED ASSETS, FREE AND CLEAR OF ALL SECURITY INTERESTS, EXCEPT AS
SET FORTH IN SECTION 2.9(A) OF THE DISCLOSURE SCHEDULE. UPON EXECUTION AND
DELIVERY BY THE SELLERS TO THE BUYER OF THE INSTRUMENTS OF CONVEYANCE REFERRED
TO IN SECTION 1.4(B)(III), THE BUYER WILL BECOME THE TRUE AND LAWFUL LESSOR OF,
THE FIXED ASSETS, AND, IN THE EVENT BUYER EXERCISES THE OPTION SET FORTH IN
SECTION 6.10, BUYER WILL RECEIVE GOOD TITLE TO, THE FIXED ASSETS, FREE AND CLEAR
OF ALL SECURITY INTERESTS OTHER THAN THOSE SET FORTH IN SECTION 2.9(A) OF THE
DISCLOSURE SCHEDULE.
(B)
EXCEPT AS SET FORTH IN THE DISCLOSURE SCHEDULE, THE ACQUIRED
ASSETS CONSTITUTE ALL OF THE ASSETS WHICH ARE SUFFICIENT FOR THE CONDUCT OF THE
ACQUIRED BUSINESS AS PRESENTLY CONDUCTED BY SELLERS.
EACH TANGIBLE ACQUIRED
ASSET IS FREE FROM MATERIAL DEFECTS, HAS BEEN MAINTAINED IN ACCORDANCE WITH
NORMAL INDUSTRY PRACTICE, IS IN GOOD OPERATING CONDITION AND REPAIR (SUBJECT TO
NORMAL WEAR AND TEAR) AND IS SUITABLE FOR THE PURPOSES FOR WHICH IT PRESENTLY IS
USED.
(C)
SECTION 2.9(C) OF THE DISCLOSURE SCHEDULE LISTS INDIVIDUALLY
(I) ALL FIXED ASSETS), INDICATING THE COST, ACCUMULATED BOOK DEPRECIATION (IF
ANY) AND THE NET BOOK VALUE OF EACH SUCH FIXED ASSET AS OF THE MOST RECENT
BALANCE SHEET DATE
(D)
EACH ITEM OF EQUIPMENT, MOTOR VEHICLE AND OTHER ASSET THAT IS
BEING LEASED TO THE BUYER AS PART OF THE ACQUIRED ASSETS AND THAT THE SELLERS
HAS POSSESSION OF PURSUANT TO A LEASE AGREEMENT OR OTHER CONTRACTUAL ARRANGEMENT
IS IN SUCH CONDITION THAT, UPON ITS RETURN TO ITS LESSOR OR OWNER UNDER THE
APPLICABLE LEASE OR CONTRACT, THE OBLIGATIONS OF THE SELLERS TO SUCH LESSOR OR
OWNER WILL HAVE BEEN DISCHARGED IN FULL.
2.10
REAL PROPERTY.
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE
FACILITY LEASE AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE.
7
2.11
INTELLECTUAL PROPERTY.
(A)
SECTION 2.11 OF THE DISCLOSURE SCHEDULE IDENTIFIES EACH ITEM
INTELLECTUAL PROPERTY THAT IS OWNED BY A PARTY OTHER THAN THE SELLERS WHICH ARE
NECESSARY TO RUN THE ACQUIRED BUSINESS AS CURRENTLY BEING CONDUCTED (EXCLUDING
OFF-THE-SHELF SOFTWARE PROGRAMS LICENSED BY THE SELLER PURSUANT TO "SHRINK WRAP"
LICENSES PURSUANT TO "SHRINK WRAP" LICENSES).
EXCEPT AS SET FORTH IN
SECTION 2.11 OF THE DISCLOSURE SCHEDULE, TO SELLERS'S KNOWLEDGE, THE SELLERS
OWNS OR HAS THE RIGHT TO USE ALL INTELLECTUAL PROPERTY NECESSARY OR OTHERWISE
USED TO OPERATE THE INTERNAL SYSTEMS AS CURRENTLY USED TODAY.
EXCEPT AS SET
FORTH IN SECTION 2.11 OF THE DISCLOSURE SCHEDULE, UPON EXECUTION AND DELIVERY BY
THE SELLERS TO THE BUYER OF THIS AGREEMENT AND ALL AGREEMENTS AND INSTRUMENTS
DELIVERED PURSUANT HERETO (INCLUDING THE TRANSITIONAL SERVICES AGREEMENT), EACH
ITEM OF INTELLECTUAL PROPERTY USED BY THE SELLERS IN CONNECTION WITH THE
ACQUIRED BUSINESS WILL BE AVAILABLE FOR USE BY THE BUYER IMMEDIATELY FOLLOWING
THE CLOSING ON SUBSTANTIALLY IDENTICAL TERMS