SELLERS' PROPERTIES AND ASSETS HAVE BEEN MAINTAINED IN
ACCORDANCE WITH GOOD BUSINESS PRACTICE AND INDUSTRY STANDARDS, ARE IN GOOD
OPERATING CONDITION AND REPAIR, ARE FREE FROM MATERIAL DEFECTS (PATENT AND
LATENT), AND ARE SUITABLE FOR THE PURPOSES FOR WHICH THEY ARE USED AND INTENDED
TO BE USED.
SCHEDULE 4.14 CONTAINS AN ACCURATE AND COMPLETE LIST OF EACH ITEM
OF TANGIBLE P&E HAVING A FAIR MARKET VALUE ON SELLERS' BOOKS AND RECORDS OF AT
LEAST $ 10,000 AS OF THE CLOSING DATE.
4.15.
EXTENT OF ASSETS.
THE PURCHASED ASSETS INCLUDE, WITHOUT
LIMITATION, ALL OF THE REAL (IMMOVABLE) AND PERSONAL (MOVABLE) PROPERTY,
INTANGIBLE (INCORPOREAL) PROPERTY, RIGHTS AND OTHER ASSETS OF EVERY KIND AND
NATURE WHATSOEVER OWNED, LEASED OR USED BY ANY SELLER FOR THE CONDUCT OF THE
BUSINESS AS CURRENTLY CONDUCTED AND AS CONDUCTED DURING THE PAST TWELVE (12)
MONTHS, EXCLUDING THE EXCLUDED ASSETS.
THE PURCHASED ASSETS, EXCLUDING THE
EXCLUDED ASSETS AND THE RIGHTS AND TECHNOLOGY UNDERLYING THE WAK/PAK TECHNOLOGY
ASSIGNMENT OF LICENSE, CONSTITUTE ALL THE ASSETS NECESSARY OR DESIRABLE TO
CONDUCT THE BUSINESS IN THE MANNER PRESENTLY CONDUCTED BY SELLERS.
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4.16.
PERSONAL PROPERTY LEASES.
SCHEDULE 4.16 IS AN ACCURATE AND
COMPLETE LIST OF EACH PERSONAL PROPERTY LEASE INVOLVING THE PAYMENT BY SELLERS
OF LEASE PAYMENTS THAT IN THE AGGREGATE EXCEED $10,000 PER CALENDAR YEAR.
SELLERS HAVE PROVIDED PURCHASER WITH CORRECT AND COMPLETE COPIES OF ALL PERSONAL
PROPERTY LEASES LISTED ON SCHEDULE 4.16.
EACH PERSONAL PROPERTY LEASE IS VALID
AND BINDING UPON THE APPLICABLE SELLER AND, TO THE KNOWLEDGE OF SELLERS,
ENFORCEABLE AGAINST THE OTHER PARTIES THERETO IN ACCORDANCE WITH ITS TERMS.
NO
SELLER IS IN BREACH OF OR DEFAULT UNDER ANY PERSONAL PROPERTY LEASE, AND NO
EVENT HAS OCCURRED OR CIRCUMSTANCE EXISTS WHICH, WITH THE DELIVERY OF NOTICE,
THE PASSAGE OF TIME OR BOTH, WOULD CONSTITUTE SUCH A BREACH OR DEFAULT BY ANY
SELLER, OR PERMIT THE TERMINATION, MODIFICATION OR ACCELERATION OF ANY
OBLIGATION OF SUCH SELLER UNDER SUCH PERSONAL PROPERTY LEASE.
TO THE KNOWLEDGE
OF SELLERS, NO OTHER PARTY TO ANY PERSONAL PROPERTY LEASE IS IN BREACH THEREOF
OR DEFAULT THEREUNDER.
4.17.
INTELLECTUAL PROPERTY.
(A)
SCHEDULE 4.17(A) SETS FORTH A TRUE, COMPLETE AND ACCURATE
LIST OF ALL BUSINESS INTELLECTUAL PROPERTY THAT IS OWNED BY ANY SELLER AND USED
IN OR RELATED TO THE BUSINESS AND IDENTIFIES WHICH SELLER IS THE OWNER THEREOF.
EXCEPT FOR ANY INTELLECTUAL PROPERTY OF THIRD PARTIES FROM WHICH ANY SELLER HAS
LICENSED RIGHTS PURSUANT TO THE AGREEMENTS LISTED IN SCHEDULE 4.17(B) WHICH
IDENTIFIES WHICH SELLER IS THE LICENSEE THEREOF, SELLERS EXCLUSIVELY OWN AND
POSSESS ALL RIGHT, TITLE AND INTEREST IN AND TO THE BUSINESS INTELLECTUAL
PROPERTY FREE AND CLEAR OF ALL SECURITY INTERESTS, LIENS, OR ENCUMBRANCES.
NO
BUSINESS INTELLECTUAL PROPERTY USED IN OR RELATED TO THE BUSINESS IS INVOLVED IN
ANY INTERFERENCE, REISSUE, RE-EXAMINATION OR OPPOSITION PROCEEDING.
EXCEPT FOR
RIGHTS ACQUIRED PURSUANT TO THE AGREEMENTS LISTED IN SCHEDULE 4.17(B), THE
EXCLUDED ASSETS, THE BUSINESS INTELLECTUAL PROPERTY LISTED ON SCHEDULE 4.17(A)
CONSTITUTES ALL OF THE BUSINESS INTELLECTUAL PROPERTY NECESSARY TO CONDUCT THE
BUSINESS AS CURRENTLY