CONSTITUTES ALL THE
INTELLECTUAL PROPERTY NECESSARY FOR THE CONDUCT OF THE BUSINESS OF THE COMPANY
AS IT IS CURRENTLY CONDUCTED, EXCEPT WHERE THE FAILURE TO OWN, LICENSE OR HAVE
THE RIGHT TO USE SUCH INCLUDED INTELLECTUAL PROPERTY WOULD NOT HAVE OR BE A
MATERIAL ADVERSE EFFECT ON THE COMPANY.
(B)
THE INCLUDED INTELLECTUAL PROPERTY DOES NOT
INCLUDE ANY OF THE TRADE NAMES OF THE COMPANY LISTED ON SCHEDULE 2.14(B), WHICH
ARE ASSETS OF SELLER THAT HAVE BEEN USED BY THE COMPANY.
16
(C)
THE COMPANY IS NOT CURRENTLY IN RECEIPT OF ANY
WRITTEN NOTICE OF ANY MATERIAL VIOLATION OF, AND TO THE KNOWLEDGE OF SELLER AND
THE COMPANY, IS NOT VIOLATING OR INFRINGING UPON THE INTELLECTUAL PROPERTY
RIGHTS OF ANY OTHER PERSON IN ANY OF THE INCLUDED INTELLECTUAL PROPERTY.
(D)
EXCEPT AS SET FORTH ON SCHEDULE 2.14(D), TO THE
KNOWLEDGE OF SELLER AND THE COMPANY, NO OTHER PERSON IS INFRINGING OR
THREATENING TO INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS OF THE COMPANY WITH
RESPECT TO ANY OF THE INTELLECTUAL PROPERTY.
SECTION 2.15
ENVIRONMENTAL COMPLIANCE.
EXCEPT AS SET
FORTH ON SCHEDULE 2.15, TO THE KNOWLEDGE OF SELLER AND THE COMPANY:
(A)
NO HAZARDOUS SUBSTANCES EXIST ON THE REAL
PROPERTY IN QUANTITIES WHICH VIOLATE, AND WOULD REQUIRE REPORTING TO ANY
GOVERNMENTAL BODY AND CLEANUP UNDER, APPLICABLE ENVIRONMENTAL LAWS;
(B)
THE COMPANY HAS NOT RECEIVED WRITTEN NOTICE FROM
ANY GOVERNMENTAL BODY OR OTHER PERSON ALLEGING A VIOLATION OF APPLICABLE
ENVIRONMENTAL LAWS; AND
(C)
NEITHER THE COMPANY NOR ANY OF THE COMPANY'S
FACILITIES ARE IN MATERIAL VIOLATION OF ANY ENVIRONMENTAL LAWS.
SECTION 2.16
TITLE TO PROPERTIES; ENCUMBRANCES.
EXCEPT AS SET FORTH ON SCHEDULE 2.16, THE COMPANY HAS GOOD AND VALID TITLE TO
ALL OF THE ASSETS REFLECTED IN THE BALANCE SHEETS INCLUDED AMONG THE COMPANY'S
FINANCIAL STATEMENTS OTHER THAN ANY ASSETS THEREIN REFLECTED THAT (X) HAVE BEEN
SOLD OR OTHERWISE DISPOSED OF IN THE ORDINARY COURSE OF BUSINESS SINCE THE DATE
THEREOF OR (Y) ARE NOT, INDIVIDUALLY OR IN THE AGGREGATE, MATERIAL TO THE
COMPANY, FREE AND CLEAR OF ALL LIENS OTHER THAN (I) LIENS, MORTGAGES, PLEDGES,
SECURITY INTERESTS OR OTHER ENCUMBRANCES SECURING INDEBTEDNESS SHOWN ON THE
COMPANY FINANCIAL STATEMENTS, (II) LIENS FOR TAXES, PAYMENTS OF WHICH ARE NOT
YET DELINQUENT OR THAT ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS, (III) LIENS IN RESPECT OF PLEDGES OR DEPOSITS UNDER WORKERS'
COMPENSATION LAWS, UNEMPLOYMENT INSURANCE, SOCIAL SECURITY OR PUBLIC LIABILITY
LAWS, OR SIMILAR LEGISLATION, CARRIERS', WAREHOUSEMEN'S, MECHANICS', LABORERS'
AND MATERIALMEN'S AND SIMILAR LIENS, IF THE OBLIGATIONS SECURED BY SUCH LIENS
ARE NOT THEN DELINQUENT OR ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS, (IV) LIENS RELATING TO ACCOUNTS PAYABLE INCURRED IN THE ORDINARY
COURSE OF BUSINESS AND CONSISTENT WITH PAST PRACTICE, AND (V) SUCH IMPERFECTIONS
OF TITLE WHICH DO NOT MATERIALLY DETRACT FROM THE VALUE OF THE ASSETS OF THE
COMPANY (SUBPARAGRAPHS (I), (II), (III), (IV) AND (V) ARE REFERRED TO HEREIN AS
"PERMITTED LIENS").
EXCEPT AS SET FORTH ON SCHEDULE 2.16, THE COMPANY HOLDS
UNDER VALID LEASE AGREEMENTS ALL REAL AND