(III)
TO THE KNOWLEDGE OF ANY SELLER, NO PARTY TO THE LICENSE IS IN
BREACH OR DEFAULT, AND, TO THE KNOWLEDGE OF ANY SELLER, NO EVENT HAS OCCURRED
THAT WITH NOTICE OR LAPSE OF TIME WOULD CONSTITUTE A BREACH OR DEFAULT OR PERMIT
TERMINATION, MODIFICATION, OR ACCELERATION THEREUNDER;
(IV)
NO PARTY TO THE LICENSE HAS REPUDIATED ANY PROVISION THEREOF;
(V)
TO THE KNOWLEDGE OF ANY SELLER, THE UNDERLYING ITEM OF
INTELLECTUAL PROPERTY IS NOT SUBJECT TO ANY OUTSTANDING INJUNCTION, JUDGMENT,
ORDER, DECREE, RULING, OR CHARGE;
(VI)
NO ACTION, SUIT, PROCEEDING, HEARING, INVESTIGATION, CHARGE,
COMPLAINT, CLAIM, OR DEMAND IS PENDING OR, TO THE KNOWLEDGE OF ANY SELLER,
THREATENED THAT CHALLENGES THE VALIDITY OR ENFORCEABILITY OF THE UNDERLYING ITEM
OF INTELLECTUAL PROPERTY; AND
23
(VII)
TARGET HAS NOT GRANTED ANY UNAUTHORIZED SUBLICENSE OR SIMILAR
RIGHT WITH RESPECT TO THE LICENSE.
(E)
TO THE KNOWLEDGE OF ANY OF SELLERS: (A) TARGET HAS NOT IN THE PAST
INFRINGED UPON OR MISAPPROPRIATED ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD
PARTIES AS A RESULT OF THE CONTINUED OPERATION OF ITS BUSINESS AS PRESENTLY
CONDUCTED; AND (B) NO WRITTEN NOTICES REGARDING ANY OF THE FOREGOING (INCLUDING,
WITHOUT LIMITATION, ANY DEMANDS OR OFFERS TO LICENSE ANY INTELLECTUAL PROPERTY
FROM ANY THIRD PARTY) HAVE BEEN RECEIVED.
(F)
SELLERS HAVE TAKEN REASONABLE ACTIONS TO MAINTAIN AND PROTECT THE
INTELLECTUAL PROPERTY OF TARGET.
TO THE KNOWLEDGE OF ANY OF SELLERS, THE OWNERS
OF ANY OF THE INTELLECTUAL PROPERTY LICENSED TO TARGET HAVE TAKEN ALL REASONABLE
ACTIONS TO MAINTAIN AND PROTECT THE INTELLECTUAL PROPERTY COVERED BY SUCH
LICENSE.
4.14
TANGIBLE ASSETS.
TARGET OWNS OR LEASES ALL MATERIAL ITEMS OF
MACHINERY, EQUIPMENT, AND OTHER MATERIAL TANGIBLE ASSETS NECESSARY FOR THE
CONDUCT OF ITS BUSINESS AS PRESENTLY CONDUCTED.
EACH SUCH TANGIBLE ASSET IS
FREE FROM MATERIAL DEFECTS (PATENT AND LATENT), HAS BEEN MAINTAINED IN
ACCORDANCE WITH NORMAL INDUSTRY PRACTICE, IS IN GOOD OPERATING CONDITION AND
REPAIR (SUBJECT TO NORMAL WEAR AND TEAR), AND IS SUITABLE FOR THE PURPOSES FOR
WHICH IT PRESENTLY IS USED.
4.15
INVENTORY.
THE INVENTORY OF TARGET CONSISTS OF RAW MATERIALS AND
SUPPLIES, MANUFACTURED AND PURCHASED PARTS, GOODS IN PROCESS, AND FINISHED
GOODS, ALL OF WHICH IS MERCHANTABLE AND FIT FOR THE PURPOSE FOR WHICH IT WAS
PROCURED OR MANUFACTURED, AND NONE OF WHICH IS SLOW-MOVING, OBSOLETE, DAMAGED,
OR DEFECTIVE, SUBJECT ONLY TO THE RESERVE FOR INVENTORY WRITEDOWN SET FORTH ON
THE FACE OF THE MOST RECENT BALANCE SHEET AS ADJUSTED FOR THE PASSAGE OF TIME
THROUGH THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PAST CUSTOM AND
PRACTICE OF TARGET.
4.16
CONTRACTS.
SECTION 4.16 OF THE DISCLOSURE SCHEDULE LISTS THE
FOLLOWING CONTRACTS AND OTHER AGREEMENTS TO WHICH TARGET IS A PARTY AS OF THE
DATE OF THIS AGREEMENT:
(A)
ANY AGREEMENT (OR GROUP OF RELATED AGREEMENTS) FOR THE LEASE OF
PERSONAL PROPERTY TO OR FROM ANY PERSON PROVIDING FOR FUTURE LEASE PAYMENTS
AFTER THE DATE OF THIS AGREEMENT IN EXCESS OF $10,000 PER ANNUM;
(B)
ANY AGREEMENT (OR GROUP OF RELATED AGREEMENTS) FOR THE PURCHASE OR
SALE OF RAW