MGPI HAVE ANY KNOWLEDGE OF ANY PAST, PRESENT OR
ANTICIPATED FUTURE EVENTS, CONDITIONS, CIRCUMSTANCES, ACTIVITIES, PRACTICES,
INCIDENTS, ACTIONS, AGREEMENTS OR PLANS THAT COULD: (I) INTERFERE WITH, PREVENT,
OR INCREASE THE COSTS OF COMPLIANCE OR CONTINUED COMPLIANCE WITH ANY
ENVIRONMENTAL LAW OR ANY RENEWAL OR TRANSFER THEREOF OF ANY ENVIRONMENTAL LAW;
(II) MAKE MORE STRINGENT ANY RESTRICTION, LIMITATION, REQUIREMENT OR CONDITION
UNDER ANY PERMIT OR ANY OTHER ENVIRONMENTAL LAW IN CONNECTION WITH THE
OWNERSHIP, USE, OR OPERATION AT OR ON THE PLANT; OR (III) GIVE RISE TO ANY
ENVIRONMENTAL, HEALTH, AND SAFETY LIABILITIES OR FORM THE BASIS OF ANY CIVIL,
CRIMINAL OR ADMINISTRATIVE ACTION, SUIT, SUMMONS, CITATION, COMPLAINT, CLAIM,
NOTICE, DEMAND, REQUEST, JUDGMENT, ORDER, LIEN, PROCEEDING, HEARING, STUDY,
INQUIRY OR INVESTIGATION INVOLVING THE PLANT OR MGPI, BASED ON OR RELATED TO ANY
ENVIRONMENTAL LAW OR TO THE PRESENCE, MANUFACTURE, GENERATION, REFINING,
PROCESSING, DISTRIBUTION, USE, SALE, TREATMENT, RECYCLING, RECEIPT, STORAGE,
DISPOSAL, TRANSPORT, HANDLING, EMISSION, DISCHARGE, RELEASE OR THREATENED
RELEASE OF ANY HAZARDOUS MATERIALS.
(J)
THE PLANT AND ALL OF ITS CURRENT AND
PREVIOUS CONDITIONS ON AND USES OF, DO NOT CAUSE AND HAVE NOT CAUSED ANY
ENVIRONMENTAL, HEALTH, AND SAFETY LIABILITIES OR ANY OTHER LIABILITY TO BE
INCURRED BY MGPI UNDER ANY PRESENT AND FUTURE ENVIRONMENTAL LAW, INCLUDING,
WITHOUT LIMITATION, CERCLA.
16
(K)
NO EXPENDITURE WILL BE REQUIRED IN ORDER
FOR MGPI TO COMPLY WITH ANY ENVIRONMENTAL LAW IN EFFECT AT THE TIME OF THE
CLOSING IN CONNECTION WITH THE OPERATION OR CONTINUED OPERATION OF THE PLANT IN
A MANNER CONSISTENT WITH THE PRIOR, CURRENT OR ANTICIPATED OWNERSHIP, USE, OR
OPERATION THEREOF BY MGPI OR THE COMPANY.
3.9.
INTELLECTUAL PROPERTY.
(A)
PART 3.9 OF THE DISCLOSURE LETTER
ACCURATELY DESCRIBES AND LISTS ALL (I) INTELLECTUAL PROPERTY OWNED BY MGPI
NECESSARY TO CONDUCT THE BUSINESS AS PROPOSED TO BE CONDUCTED AND (II) ALL
INTELLECTUAL PROPERTY LICENSED BY MGPI AND MATERIAL TO THE BUSINESS (THE
"BUSINESS IP").
(B)
EXCEPT AS SET FORTH IN PART 3.9 OF THE
DISCLOSURE LETTER:
(I)
MGPI IS THE SOLE OWNER OF THE BUSINESS
IP IDENTIFIED AS OWNED BY IT, FREE AND CLEAR OF ALL LIENS, AND ALL SUCH ITEMS
ARE VALID AND SUBSISTING;
(II)
THE BUSINESS IP IS VALID AND ENFORCEABLE
AND ENCOMPASSES ALL INTELLECTUAL PROPERTY RIGHTS NECESSARY FOR THE OPERATION OF
THE BUSINESS AS PROPOSED TO BE CONDUCTED;
(III)
MGPI AND, TO MGPI'S KNOWLEDGE, THE OWNERS OF
THE BUSINESS IP LICENSED TO MGPI HAVE TAKEN ALL ACTIONS NECESSARY TO MAINTAIN
AND PROTECT THE BUSINESS IP;
(IV)
THERE HAS BEEN NO CLAIM MADE OR, TO MGPI'S
KNOWLEDGE, THREATENED AGAINST MGPI ASSERTING THE INVALIDITY, MISUSE OR
UNENFORCEABILITY OF ANY OF THE BUSINESS IP OR CHALLENGING MGPI'S RIGHT TO USE OR
OWNERSHIP OF ANY OF THE BUSINESS IP, AND THERE ARE NO VALID GROUNDS FOR ANY SUCH
CLAIM OR CHALLENGE;
(V)
NO LOSS OF ANY OF THE BUSINESS IP IS PENDING
OR, TO MGPI'S KNOWLEDGE, THREATENED;
(VI)
THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT WILL NOT ALTER, IMPAIR OR EXTINGUISH ANY RIGHTS
IN AND TO ANY OF THE BUSINESS