BUSINESS INTELLECTUAL PROPERTY.
3.13
CONTRACTS.
THE SELLER HAS DELIVERED TO THE BUYER TRUE AND COMPLETE
COPIES OF ALL WRITTEN ASSIGNED CONTRACTS (INCLUDING ALL AMENDMENTS THERETO) AND
A WRITTEN DESCRIPTION OF ALL ORAL ASSIGNED CONTRACTS.
THE ASSIGNED CONTRACTS
LISTED ON SCHEDULE 1.1(A) CONSTITUTE ALL OF THE CONTRACTS MATERIAL TO THE
OPERATION OF THE BUSINESS AS OPERATED AS OF THE CLOSING, EXCEPT FOR THE
CONTRACTS THAT ARE EXCLUDED ASSETS.
EACH ASSIGNED CONTRACT IS IN FULL FORCE AND
EFFECT AND IS THE LEGAL, VALID AND BINDING OBLIGATION OF THE APPLICABLE SELLER
PARTY THERETO AND, TO THE KNOWLEDGE OF THE SELLERS, OF EACH OTHER PARTY THERETO
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, AND NEITHER THE APPLICABLE SELLER
PARTY THERETO NOR, TO THE KNOWLEDGE OF THE SELLERS, THE OTHER PARTY OR PARTIES
THERETO IS OR ARE IN DEFAULT THEREUNDER AND THERE EXISTS NO EVENT, CONDITION OR
OCCURRENCE WHICH (WITH OR WITHOUT DUE NOTICE OR LAPSE OF TIME, OR BOTH) WOULD
CONSTITUTE SUCH A DEFAULT BY THE APPLICABLE SELLER PARTY THERETO OR, TO THE
KNOWLEDGE OF THE SELLERS, THE OTHER PARTY OR PARTIES THERETO OF ANY OF THE
FOREGOING.
NO CONSENT OF, OR NOTICE TO, ANY PERSON IS REQUIRED UNDER ANY
ASSIGNED CONTRACT AS A RESULT OF OR IN CONNECTION WITH THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT OR ANY TRANSACTION DOCUMENT, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
3.14
ABSENCE OF RESTRICTIONS ON BUSINESS ACTIVITIES.
THERE IS NO
CONTRACT OR ORDER BINDING UPON EITHER SELLER OR ANY OF ITS ASSETS OR PROPERTIES
WHICH HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE THE EFFECT OF PROHIBITING
OR MATERIALLY RESTRICTING THE CONDUCT OF THE BUSINESS AS CURRENTLY CONDUCTED.
NEITHER OF THE SELLERS IS SUBJECT TO ANY NON-COMPETITION OR SIMILAR CONTRACTUAL
RESTRICTION RELATING TO THE BUSINESS AND ARE NOT CONTRACTUALLY RESTRICTED FROM
CARRYING ON THE BUSINESS ANYWHERE IN THE WORLD.
3.15
LEGAL PROCEEDINGS.
(A)
THERE IS NO ACTION ARISING FROM THE OPERATION OF THE BUSINESS
PENDING OR, TO THE KNOWLEDGE OF THE SELLERS, THREATENED BY OR AGAINST EITHER
SELLER, AND NEITHER SELLER HAS RECEIVED ANY WRITTEN OR, TO THE KNOWLEDGE OF
SELLERS, ORAL CLAIM, THREAT OR NOTICE OF ANY SUCH ACTION.
(B)
SECTION 3.15 OF THE DISCLOSURE SCHEDULE SETS FORTH ALL ACTIONS
ARISING FROM THE OPERATION OF THE BUSINESS BY OR AGAINST EITHER SELLER OR ANY OF
ITS AFFILIATES THAT HAVE BEEN CONCLUDED OR SETTLED DURING THE PAST THREE
(3) YEARS.
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3.16
ACCOUNTS RECEIVABLE.
ALL ACCOUNTS RECEIVABLE INCLUDED IN THE
ACQUIRED ASSETS: (A) HAVE ARISEN ONLY FROM BONA FIDE TRANSACTIONS IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE; (B) REPRESENT VALID
AND ENFORCEABLE OBLIGATIONS;
AND (C) ARE OWNED BY THE SELLERS FREE OF ALL
LIENS.
NO DISCOUNT OR ALLOWANCE FROM THE FACE AMOUNT OF ANY RECEIVABLE AS OF
THE CLOSING DATE HAS BEEN MADE OR AGREED TO AND NONE REPRESENTS BILLINGS PRIOR
TO ACTUAL SALE OF GOODS OR PROVISION OF SERVICES.
THERE IS NO OBLIGOR OF ANY
SUCH ACCOUNT RECEIVABLE THAT HAS REFUSED IN WRITING OR THREATENED IN WRITING TO
REFUSE TO