MATERIAL NATURE THAT WOULD DISRUPT THE OPERATION OF THE BUSINESS.
(G)
ALL INTELLECTUAL PROPERTY OWNED BY OR LICENSED TO PARENT, THE
SELLER OR ANY OF PARENT'S OTHER AFFILIATES THAT IS NECESSARY FOR THE CONDUCT OF
THE BUSINESS AS CONTEMPLATED BY THE "CARBONLESS SYSTEMS BUSINESS OVERVIEW"
PRESENTED TO THE PURCHASER BY PARENT ON OCTOBER 3, 2005, IS INCLUDED IN THE
INTELLECTUAL PROPERTY BEING ASSIGNED, LICENSED OR SUB-LICENSED TO THE PURCHASER
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND IN
ACCORDANCE WITH THE TERMS HEREOF.
SECTION 3.14.
Real Property.
(a)
Section 3.14(a) of the Disclosure Schedule
lists:
(i) each parcel of Owned Real Property, (ii) the current owner of each
parcel of Owned Real Property, and (iii) the numbers of the Seller's Title
Policies corresponding to each parcel.
(B)
SECTION 3.14(B) OF THE DISCLOSURE SCHEDULE LISTS:
(I) EACH PARCEL
OF LEASED REAL PROPERTY AND (II) THE IDENTITY OF THE LESSOR, LESSEE AND CURRENT
OCCUPANT (IF DIFFERENT FROM LESSEE) OF EACH SUCH PARCEL OF LEASED REAL PROPERTY.
(C)
EXCEPT AS DESCRIBED IN SECTION 3.14(C) OF THE DISCLOSURE SCHEDULE,
TO THE KNOWLEDGE OF THE SELLER AND PARENT THERE IS NO VIOLATION OF ANY LAW
(INCLUDING ANY BUILDING, PLANNING OR ZONING LAW) RELATING TO ANY OF THE REAL
PROPERTY.
THE SELLER HAS MADE AVAILABLE TO THE PURCHASER TRUE AND COMPLETE
COPIES OF EACH DEED FOR EACH PARCEL OF OWNED REAL PROPERTY AND, TO THE EXTENT IN
THE POSSESSION OF PARENT OR ANY OF ITS AFFILIATES, FOR EACH PARCEL OF LEASED
REAL PROPERTY, AND OF EACH LEASE, TITLE INSURANCE POLICY, TITLE REPORT, SURVEY,
CERTIFICATE OF OCCUPANCY AND APPRAISAL RELATING TO OR OTHERWISE AFFECTING THE
REAL PROPERTY OR THE OPERATIONS OF PARENT AND ITS AFFILIATES (AS THEY RELATE TO
THE BUSINESS) THEREON.
ALL EXISTING WATER, SEWER, STEAM, GAS, ELECTRICITY,
TELEPHONE, CABLE, FIBER OPTIC CABLE, INTERNET ACCESS AND OTHER UTILITIES
REQUIRED FOR THE CONSTRUCTION, USE, OCCUPANCY, OPERATION AND MAINTENANCE OF THE
REAL PROPERTY ARE ADEQUATE FOR THE CONDUCT OF THE BUSINESS AS IT CURRENTLY IS
CONDUCTED.
EXCEPT AS SET FORTH IN SECTION 3.14(C) OF THE DISCLOSURE SCHEDULE,
NONE OF PARENT OR ANY OF ITS AFFILIATES HAS LEASED ANY PARCEL OR ANY PORTION OF
ANY PARCEL OF REAL PROPERTY TO ANY OTHER PERSON AND NONE OF PARENT OR ANY OF ITS
AFFILIATES HAS GRANTED TO ANY PERSON ANY LICENSE OR OTHER OCCUPANCY AGREEMENT
RELATING TO THE REAL PROPERTY, NOR HAS PARENT OR
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ANY OF ITS AFFILIATES ASSIGNED ITS INTEREST UNDER ANY LEASE LISTED IN SECTION
3.14(B) OF THE DISCLOSURE SCHEDULE TO ANY THIRD PARTY.
(D)
SECTION 3.14(D) OF THE DISCLOSURE SCHEDULE SETS FORTH A TRUE AND
COMPLETE LIST OF ALL LEASES RELATING TO THE REAL PROPERTY AND ANY AND ALL
AMENDMENTS, MODIFICATIONS, SUPPLEMENTS, EXHIBITS, SCHEDULES, ADDENDA AND
RESTATEMENTS THERETO AND THEREOF.
ALL SUCH LEASES ARE IN FULL FORCE AND EFFECT,
AND WITH RESPECT TO EACH OF SUCH LEASES (I) THERE ARE NO EXISTING MONETARY
DEFAULTS OR MATERIAL NON-MONETARY DEFAULTS BY PARENT OR ANY OF ITS AFFILIATES OR
BY THE LESSOR THEREOF AND (II) NO EVENT