LISTED ON ANY NATIONAL SECURITIES EXCHANGE OR TRADED ACTIVELY IN
THE NATIONAL OVER-THE-COUNTER MARKET, SHALL NOT BE DEEMED TO BE A "FINANCIAL
INTEREST" SO LONG AS THE PERSON OWNING THE SECURITIES HAS NO OTHER CONNECTION OR
RELATIONSHIP WITH THE COMPETITOR, SUPPLIER OR CUSTOMER;
(2)
OWNS, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR HAS ANY
OTHER INTEREST IN ANY TANGIBLE OR INTANGIBLE PROPERTY WHICH MOREX USES OR HAS
USED IN THE CONDUCT OF THE BUSINESS OR OTHERWISE; OR
(3)
HAS OUTSTANDING ANY INDEBTEDNESS TO MOREX.
(B)
MOREX HAS NO INDEBTEDNESS, LIABILITIES, OR ANY OTHER OBLIGATION OF
ANY NATURE WHATSOEVER TO, ANY OFFICER, DIRECTOR OR STOCKHOLDER OF MOREX OR TO
ANY RELATIVE OR SPOUSE (OR RELATIVE OF SUCH SPOUSE) WHO RESIDES WITH, OR IS A
DEPENDENT OF, ANY SUCH OFFICER, DIRECTOR OR STOCKHOLDER.
4.20
LITIGATION.
THERE ARE NO ACTIONS PENDING, OR TO THE KNOWLEDGE OF
MOREX, THREATENED, AGAINST, RELATING TO OR AFFECTING MOREX OR THE BUSINESS
BEFORE ANY COURT, GOVERNMENTAL AGENCY OR ANY ARBITRATOR OR MEDIATOR. NEITHER
MOREX NOR THE MEMBERS ARE SUBJECT TO ANY ORDER, INCLUDING BUT NOT LIMITED TO ANY
ORDER WHICH PROHIBITS OR RESTRICTS THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR RESTRICTS IN ANY WAY THE OWNERSHIP OR OPERATIONS OF MOREX
OR THE BUSINESS.
4.21
INTELLECTUAL PROPERTY.
EXCEPT AS WOULD NOT, INDIVIDUALLY OR IN
THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON MOREX (1) MOREX OWNS, OR IS
LICENSED TO USE (IN EACH CASE, FREE AND
26
CLEAR OF ANY LIENS), ALL INTELLECTUAL PROPERTY USED IN OR NECESSARY FOR THE
CONDUCT OF THE BUSINESS AS CURRENTLY CONDUCTED, (2) TO THE KNOWLEDGE OF MOREX,
THE USE OF ANY INTELLECTUAL PROPERTY BY MOREX DOES NOT INFRINGE ON OR OTHERWISE
VIOLATE THE RIGHTS OF ANY PERSON, (3) THE USE OF THE INTELLECTUAL PROPERTY IS IN
ACCORDANCE WITH APPLICABLE LICENSES PURSUANT TO WHICH MOREX ACQUIRED THE RIGHT
TO USE ANY INTELLECTUAL PROPERTY, AND (4) TO THE KNOWLEDGE OF MOREX, NO PERSON
IS CHALLENGING, INFRINGING ON OR OTHERWISE VIOLATING ANY RIGHT OF MOREX WITH
RESPECT TO ANY INTELLECTUAL PROPERTY OWNED BY OR LICENSED TO MOREX.
AS OF THE
DATE OF THIS AGREEMENT, EXCEPT AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
HAVE A MATERIAL ADVERSE EFFECT ON MOREX, NEITHER MOREX NOR ANY OF THE MEMBERS
HAS KNOWLEDGE OF ANY PENDING CLAIM, ORDER OR PROCEEDING WITH RESPECT TO ANY
INTELLECTUAL PROPERTY USED BY MOREX AND NO INTELLECTUAL PROPERTY OWNED OR
LICENSED BY MOREX IS BEING USED OR ENFORCED IN A MANNER THAT WOULD REASONABLY BE
EXPECTED TO RESULT IN THE ABANDONMENT, CANCELLATION OR UNENFORCEABILITY OF THE
INTELLECTUAL PROPERTY. SCHEDULE 4.21 SETS FORTH A TRUE AND COMPLETE LIST OF ALL
DOMAIN NAMES OWNED BY MOREX OR ANY MEMBER.
4.22
INVENTORIES.
THE INVENTORY OF MOREX AS REFLECTED IN THE COMPANY
FINANCIALS ARE IN PROPER WORKING ORDER AND OF MERCHANTABLE QUALITY, WHICH CAN BE
SOLD IN THE ORDINARY COURSE OF THE BUSINESS IN A FASHION CONSISTENT WITH THE
HISTORICAL SALES RESULTS, EFFICIENCIES, TERMS, CONDITIONS, PRICING, AND
INVENTORY TURNOVER PATTERNS OF THE BUSINESS.
MOREX HAS