TO THE
COMPANY OR ITS ASSETS OR BUSINESS.
NO WAIVER OF ANY STATUTE OF LIMITATIONS
EXECUTED BY THE COMPANY WITH RESPECT TO ANY INCOME OR
11
OTHER TAX IS IN EFFECT FOR ANY PERIOD.
THE INCOME TAX RETURNS OF THE COMPANY
HAVE NOT BEEN EXAMINED BY THE INTERNAL REVENUE SERVICE ("IRS") OR THE TAXING
AUTHORITIES OF ANY OTHER JURISDICTION.
THERE ARE NO TAX LIENS ON ANY ASSETS OF
THE COMPANY EXCEPT FOR TAXES NOT YET CURRENTLY DUE.
(L)
INTELLECTUAL PROPERTY.
(I)
OWNERSHIP.
THE COMPANY IS THE SOLE AND EXCLUSIVE OWNER OF
LICENSES TO USE ALL INTELLECTUAL PROPERTY THAT ARE EITHER USEFUL TO THE BUSINESS
OF THE COMPANY OR THAT ARE USEFUL FOR THE RENDERING OF ANY SERVICES RENDERED BY
THE COMPANY AND THE USE OR SALE OF ANY EQUIPMENT OR PRODUCTS USED OR SOLD BY THE
COMPANY, INCLUDING THE PATENTS AND ALL SUCH INTELLECTUAL PROPERTY LISTED IN
SCHEDULE 2.1(H) HERETO.
THE INTELLECTUAL PROPERTY IS OWNED BY THE COMPANY FREE
AND CLEAR OF ANY ENCUMBRANCE (INCLUDING, WITHOUT LIMITATION, THE ROYALTY
AGREEMENT, WHICH SHALL HAVE BEEN TERMINATED AT OR PRIOR TO THE CLOSING).
NEITHER THE SHAREHOLDERS NOR THE COMPANY HAS RECEIVED ANY NOTICE OR CLAIM
(WHETHER WRITTEN, ORAL, OR OTHERWISE) CHALLENGING THE COMPANY'S OR THE
SHAREHOLDERS' OWNERSHIP OF ANY OF THE INTELLECTUAL PROPERTY (IN WHOLE OR IN
PART) OR SUGGESTING THAT ANY OTHER PERSON HAS ANY CLAIM OF LEGAL OR BENEFICIAL
OWNERSHIP WITH RESPECT THERETO, NOR TO THE KNOWLEDGE OF THE SHAREHOLDERS IS
THERE A REASONABLE BASIS FOR ANY CLAIM THAT THE COMPANY DOES NOT OWN THE
INTELLECTUAL PROPERTY.
THE SHAREHOLDERS HAVE THE UNRESTRICTED RIGHT TO TRANSFER
ALL OF THEIR RIGHT, TITLE, AND INTEREST TO THE INTELLECTUAL PROPERTY TO THE
COMPANY OR TO BUYER WITHOUT IMPAIRING OR LIMITING ANY RIGHTS THEREIN.
(II)
VALIDITY AND ENFORCEABILITY.
THE INTELLECTUAL PROPERTY IS VALID,
ENFORCEABLE, AND SUBSISTING, WITHOUT QUALIFICATION, LIMITATION, OR RESTRICTION
THEREON OR ON THE USE THEREOF.
NEITHER THE SHAREHOLDERS NOR THE COMPANY HAS
RECEIVED ANY NOTICE OF ANY CLAIM (WRITTEN, ORAL, OR OTHERWISE) CHALLENGING OR
QUESTIONING THE VALIDITY OR ENFORCEABILITY OF ANY OF THE INTELLECTUAL PROPERTY
OR INDICATING AN INTENTION ON THE PART OF ANY PERSON TO BRING A CLAIM THAT ANY
OF THE INTELLECTUAL PROPERTY IS INVALID OR UNENFORCEABLE OR HAS BEEN MISUSED.
(III)
PATENTS.
THE PATENTS HAVE NOT BEEN AND ARE NOW NOT INVOLVED IN
ANY INTERFERENCE, REISSUE, OR REEXAMINATION PROCEEDING, AND, TO THE KNOWLEDGE OF
THE SHAREHOLDERS, NO SUCH ACTION IS OR HAS BEEN THREATENED.
THERE ARE NO FACTS
OR CIRCUMSTANCES WHICH IF KNOWN WOULD HAVE BARRED ISSUANCE OF THE PATENTS,
INCLUDING, WITHOUT LIMITATION, THERE BEING NO RELEVANT PRIOR ART OF WHICH THE
SHAREHOLDERS ARE AWARE THAT WAS NOT DISCLOSED DURING THE PROSECUTION OF THE
APPLICATION(S) FOR THE PATENTS BUT WHICH, IF SUCH PRIOR ART HAD BEEN DISCLOSED,
MAY HAVE AFFECTED THE PROSECUTION THEREOF OR THE SCOPE OF THE PATENT CLAIMS
ULTIMATELY GRANTED IN RESPECT THEREOF.
THE PATENTS AND THE OTHER INTELLECTUAL
PROPERTY ARE SUFFICIENT FOR THE COMPANY OR A THIRD PARTY ON THE COMPANY'S BEHALF
TO MANUFACTURE, SELL, RENT,