WOULD NOT RESULT IN A MATERIAL ADVERSE EFFECT.
(X)
THE CURRENT USE AND OCCUPANCY OF THE REAL
PROPERTY AND THE OPERATION OF THE TARGET BUSINESS AS CURRENTLY CONDUCTED THEREON
DO NOT VIOLATE, IN ANY MATERIAL RESPECT, ANY ENCUMBRANCE DOCUMENTS.
NEITHER
SELLER NOR ANY OF THE BLOUNT SUBSIDIARIES HAS RECEIVED ANY WRITTEN NOTICE OF
VIOLATION OF ANY ENCUMBRANCE DOCUMENTS, AND TO SELLER'S KNOWLEDGE, THERE IS NO
BASIS FOR THE ISSUANCE OF ANY SUCH NOTICE OR THE TAKING OF ANY ACTION FOR SUCH
VIOLATION.
(XI)
WITH RESPECT TO EACH OWNED REAL PROPERTY, TO
THE KNOWLEDGE OF SELLER, OTHER THAN AS SET FORTH IN THE TITLE COMMITMENTS AND
SURVEYS ORDERED BY BUYER AND OTHER THAN AS MAY BE SET FORTH IN SECTION 3(J)(XI)
OF THE DISCLOSURE SCHEDULE, THERE ARE NO ENCROACHMENTS BY THE IMPROVEMENTS ON
ANY LAND THAT IS NOT INCLUDED IN SUCH OWNED REAL PROPERTY, THERE ARE NO REAL
PROPERTY IMPOSITIONS THAT ARE DELINQUENT, AND NO PORTION OF SUCH OWNED REAL
PROPERTY IS LOCATED IN A "SPECIAL FLOOD HAZARD" (AS SUCH TERM IS DEFINED BY THE
FEDERAL EMERGENCY MANAGEMENT AGENCY).
23
(K)
INTELLECTUAL PROPERTY.
(I)
SECTION 3(K)(I) OF THE DISCLOSURE
SCHEDULE SETS FORTH A TRUE AND COMPLETE LIST OF ALL INTELLECTUAL PROPERTY OF
SELLER (AND LICENSES OR OTHER PERMISSIONS GRANTED BY SELLER WITH RESPECT
THERETO) HELD FOR USE OR USED PRIMARILY IN THE OPERATION OF THE TARGET BUSINESS,
OTHER THAN (A) COPYRIGHTS AND UNREGISTERED TRADEMARKS THAT, INDIVIDUALLY AND IN
THE AGGREGATE, ARE NOT MATERIAL TO THE CONDUCT OF THE TARGET BUSINESS AS
PRESENTLY CONDUCTED, (B) UNREGISTERED DESIGNS AND (C) TRADE SECRETS AND
KNOW-HOW.
SELLER HAS TAKEN ALL NECESSARY AND DESIRABLE ACTION TO MAINTAIN AND
PROTECT EACH SUCH ITEM OF INTELLECTUAL PROPERTY THAT IS NECESSARY TO OPERATE THE
TARGET BUSINESS AS PRESENTLY CONDUCTED.
(II)
SECTION 3(K)(II) OF THE DISCLOSURE
SCHEDULE SETS FORTH A TRUE AND COMPLETE LIST OF ALL INTELLECTUAL PROPERTY OF ANY
THIRD PARTY, OTHER THAN AN AFFILIATE OF SELLER PARENT OR BUYER PARENT, THAT
SELLER HOLDS FOR USE OR USES PRIMARILY IN THE OPERATION OF THE TARGET BUSINESS
AND IS MATERIAL TO THE OPERATION OF THE TARGET BUSINESS AS PRESENTLY CONDUCTED
BY SELLER.
(III)
EXCEPT AS SET FORTH ON SECTION 3(K)(III) OF
THE DISCLOSURE SCHEDULE, (A) TO THE KNOWLEDGE OF SELLER, ALL THE INTELLECTUAL
PROPERTY SET FORTH ON SECTION 3(K)(I) OF THE DISCLOSURE SCHEDULE HAS BEEN DULY
REGISTERED IN, FILED IN OR ISSUED BY THE APPROPRIATE GOVERNMENTAL AUTHORITY
WHERE SUCH REGISTRATION, FILING OR ISSUANCE IS NECESSARY OR APPROPRIATE FOR THE
CONDUCT OF THE TARGET BUSINESS AS PRESENTLY CONDUCTED, (B) TO THE KNOWLEDGE OF
SELLER, SELLER IS THE SOLE AND EXCLUSIVE OWNER OF, AND SELLER HAS THE RIGHT TO
USE, EXECUTE, REPRODUCE, DISPLAY, PERFORM, MODIFY, ENHANCE, DISTRIBUTE, PREPARE
DERIVATIVE WORKS OF AND SUBLICENSE, WITHOUT PAYMENT TO ANY OTHER PERSON, ALL
SUCH INTELLECTUAL PROPERTY AND THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED
HEREBY AND IN THE TRANSACTION AGREEMENTS DO NOT AND WILL NOT CONFLICT WITH,
ALTER OR IMPAIR ANY SUCH RIGHTS AND (C) SINCE DECEMBER 31, 2005, SELLER HAS NOT
RECEIVED ANY WRITTEN