THE ARCO INTELLECTUAL PROPERTY CONSTITUTES
ALL OF THE INTELLECTUAL PROPERTY ACQUIRED FROM BLUE SKYE (LUX) S.À.R.L RELATED
EXCLUSIVELY TO WET TANTALUM CAPACITOR PRODUCTS.
THE TRANSFERRED CORE
INTELLECTUAL PROPERTY CONSTITUTES ALL OF THE CURRENTLY EXISTING INTELLECTUAL
PROPERTY EXCLUSIVELY USED OR TO BE USED BY SELLER TO MANUFACTURE THE PRODUCTS
LISTED ON SCHEDULE 3.05(A)(I).
OTHER THAN THE TRANSFERRED INTELLECTUAL
PROPERTY, THE RIGHTS LICENSED TO BUYER UNDER THE TRADEMARK LICENSE AGREEMENT AND
THE PROPRIETARY INFORMATION, KNOW-HOW AND TECHNICAL INFORMATION TRANSFERRED
PURSUANT TO THIS AGREEMENT, SELLER DOES NOT OWN OR USE ANY OTHER INTELLECTUAL
PROPERTY, PROPRIETARY INFORMATION, KNOW-HOW OR TECHNICAL INFORMATION NECESSARY
FOR BUYER TO MANUFACTURE AS SELLER MANUFACTURED PRIOR TO THE DATE HEREOF, OR
NECESSARY FOR THE RIGHT TO USE, SELL, OFFER TO SELL, MARKET OR IMPORT, ANY OF
THE PRODUCTS OF THE BUSINESS LISTED ON SCHEDULES 3.05(A)(I) AND 3.05(A)(II).
(B)
THE EQUIPMENT IS IN GOOD OPERATING CONDITION
AND REPAIR, SUBJECT TO NORMAL WEAR AND TEAR, AND IS ADEQUATE FOR THE USES THEY
ARE PUT TO AND IS NOT IN NEED OF MAINTENANCE AND REPAIR THAT IS MATERIAL IN
NATURE OR COST.
(C)
SELLER OR ITS MEXICAN SUBSIDIARY HAVE
TAKEN, OR IN A TIMELY MANNER WILL TAKE AFTER THE CLOSING, ALL ACTIONS NECESSARY
TO ENSURE THAT THE TRANSFERRED ASSETS IMPORTED INTO MEXICO HAVE BEEN DULY AND
LEGALLY IMPORTED IN MEXICO FOR THE DEVELOPMENT OF THE BUSINESS UNDER CERTAIN
PERMITS ISSUED TO THE MEXICAN SUBSIDIARIES OF SELLER BY THE MINISTRY OF ECONOMY
UNDER THE DENOMINATED DECRETO PARA EL FOMENTO DE LA INDUSTRIA MANUFACTURERA
MAQUILADORA Y DE SERVICIOS DE EXPORTACIÓN ("IMMEX").
(D)
SELLER HAS, OR, WITH RESPECT TO THE ARCO
INTELLECTUAL PROPERTY OWNED BY ARCOTRONICS, ARCOTRONICS HAS, THE COMPLETE AND
UNRESTRICTED POWER AND THE UNQUALIFIED RIGHT TO SELL, TRANSFER, ASSIGN AND
DELIVER, AND FOLLOWING THE CLOSING, BUYER WILL HAVE, GOOD AND VALID TITLE TO ALL
TRANSFERRED ASSETS, AND SELLER SHALL SO DEFEND BUYER'S TITLE, FREE AND CLEAR OF
ALL TITLE DEFECTS OR OBJECTIONS, MORTGAGES, LIENS, CLAIMS, CHARGES, PLEDGES,
SECURITY INTERESTS (COLLECTIVELY "LIENS") EXCEPT FOR THE LIENS DESCRIBED ON
SCHEDULE 3.05 ("PERMITTED LIENS").
SECTION 3.06.
AGREEMENTS.
(A)
THE CUSTOMER CONTRACTS ARE SET FORTH ON
SCHEDULE 1.06(A)(I).
SELLER HAS PREVIOUSLY DELIVERED OR MADE AVAILABLE TO BUYER
CORRECT AND COMPLETE COPIES OF EACH OF THE OTHER CUSTOMER CONTRACTS OF SELLER
OTHER THAN OTHER CUSTOMER CONTRACTS THAT CONSIST ONLY OF OPEN PURCHASE ORDERS.
(B)
EACH OF THE OTHER CUSTOMER CONTRACTS IS A
LEGAL, VALID AND BINDING AGREEMENT ENFORCEABLE BY AND AGAINST SELLER IN
ACCORDANCE WITH ITS TERMS AND IN FULL FORCE AND EFFECT ON THE DATE HEREOF.
SELLER HAS RECEIVED NO NOTICE OF CANCELLATION OR TERMINATION (WRITTEN OR
OTHERWISE) UNDER ANY OPTION OR RIGHT RESERVED TO THE OTHER PARTY TO ANY OTHER
CUSTOMER CONTRACT OR ANY NOTICE OF DEFAULT (WRITTEN OR OTHERWISE) UNDER SUCH
AGREEMENT.
EXCEPT AS OTHERWISE DISCLOSED ON SCHEDULE 3.06(B), NEITHER SELLER,
NOR TO THE KNOWLEDGE OF SELLER ANY OTHER PARTY IS IN BREACH OR DEFAULT OF ANY
OTHER CUSTOMER CONTRACT THAT WOULD CAUSE A MATERIAL ADVERSE EFFECT AND, TO THE
KNOWLEDGE OF SELLER, NO EVENT HAS