THIRD
PARTY TO USE, MODIFY, DISTRIBUTE, OR PRACTICE ANY RIGHTS UNDER OR GRANT
SUBLICENSES WITH RESPECT TO, ANY PURCHASED IP RIGHTS OR PURSUANT TO WHICH SELLER
GRANTS RIGHTS TO USE OR PRACTICE ANY RIGHTS UNDER ANY INTELLECTUAL PROPERTY
RIGHTS OWNED BY A THIRD PARTY ("OUT-BOUND LICENSES"), OTHER THAN OUT-BOUND
LICENSES THAT CONSIST SOLELY OF "SHRINK-WRAP" AND SIMILAR COMMERCIALLY AVAILABLE
END-USER LICENSES, AND, WITH RESPECT TO EACH SUCH OUT-BOUND LICENSE, STATES
WHETHER SUCH OUT-BOUND LICENSE IS EXCLUSIVE OR NON-EXCLUSIVE.
(D)
SCHEDULE 2.5(D) CONTAINS AN ACCURATE AND
COMPLETE LIST OF ALL LICENSES AND OTHER AGREEMENTS MATERIAL TO THE BUSINESS
PURSUANT TO WHICH SELLER AUTHORIZES A PURCHASED SUBSIDIARY TO USE, MODIFY,
DISTRIBUTE OR PRACTICE ANY RIGHTS UNDER OR GRANT ANY SUBLICENSES WITH RESPECT TO
ANY OWNED BUSINESS IP RIGHTS ("INTRA-COMPANY LICENSES").
(E)
THE OWNED BUSINESS IP RIGHTS, TOGETHER WITH
THE RIGHTS GRANTED TO SELLER AND THE PURCHASED SUBSIDIARIES UNDER THE IN-BOUND
LICENSES CONSTITUTE ALL THE INTELLECTUAL PROPERTY RIGHTS MATERIAL TO THE
BUSINESS AS CURRENTLY CONDUCTED.
(F)
ALL REGISTERED BUSINESS IP RIGHTS THAT
ARE PURCHASED IP RIGHTS ARE IN GOOD STANDING, ARE IN MATERIAL COMPLIANCE WITH
APPLICABLE LEGAL REQUIREMENTS AND ARE NOT SUBJECT TO ANY UNPAID MAINTENANCE FEES
OR TAXES OR ACTIONS FALLING DUE WITHIN THIRTY (30) DAYS AFTER THE EFFECTIVE
DATE.
TO SELLER'S KNOWLEDGE, THERE ARE NO PROCEEDINGS, CHALLENGES OR CLAIMS
BEFORE ANY COURT, TRIBUNAL (INCLUDING THE U.S. PATENT AND TRADEMARK OFFICE OR
EQUIVALENT AUTHORITY ANYWHERE IN THE WORLD) RELATED TO ANY SUCH REGISTERED
BUSINESS IP RIGHTS, OTHER THAN NORMAL PATENT AND TRADEMARK PROSECUTION
PROCEEDINGS.
(G)
TO SELLER'S KNOWLEDGE, THE BUSINESS,
OPERATIONS AND ACTIVITIES OF THE BUSINESS AS PRESENTLY CONDUCTED DO NOT INFRINGE
OR VIOLATE, OR CONSTITUTE A MISAPPROPRIATION OF, ANY INTELLECTUAL PROPERTY
RIGHTS OF ANY OTHER PERSON (INCLUDING, WITHOUT LIMITATION, ANY AFFILIATE OF
SELLER).
SELLER HAS NOT RECEIVED, SINCE JANUARY 1, 2007, ANY COMPLAINT, CLAIM
OR NOTICE ALLEGING ANY SUCH INFRINGEMENT, VIOLATION OR MISAPPROPRIATION RELATING
TO THE BUSINESS OR THE PURCHASED ASSETS, AND NO CLAIM OR NOTICE MADE PRIOR TO
JANUARY 1, 2007 REMAINS OUTSTANDING OR UNRESOLVED.
TO SELLER'S KNOWLEDGE,
NEITHER SELLER NOR ANY PURCHASED SUBSIDIARY HAS TAKEN ANY ACTION OR FAILED TO
TAKE ANY ACTION THAT WOULD REASONABLY BE EXPECTED TO RESULT IN THE ABANDONMENT,
CANCELLATION, FORFEITURE, RELINQUISHMENT, INVALIDATION, WAIVER OR
UNENFORCEABILITY OF ANY PURCHASED IP RIGHT.
TO SELLER'S KNOWLEDGE, NO PERSON
HAS INFRINGED OR IS INFRINGING ANY PURCHASED IP RIGHT OR HAS OTHERWISE
MISAPPROPRIATED OR IS OTHERWISE MISAPPROPRIATING ANY PURCHASED IP RIGHT.
(H)
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL
NOT CONSTITUTE A BREACH OF ANY INSTRUMENT OR AGREEMENT GOVERNING ANY PURCHASED
IP RIGHT, WILL NOT CAUSE THE FORFEITURE OR TERMINATION OR GIVE RISE TO A RIGHT
OF FORFEITURE OR TERMINATION OF ANY PURCHASED IP RIGHT OR IMPAIR THE RIGHT OF
BUYER OR ANY PURCHASED SUBSIDIARIES TO USE, SELL OR LICENSE ANY PURCHASED IP
RIGHT OR PORTION THEREOF, IN EACH CASE, EXCEPT AS WOULD NOT INDIVIDUALLY OR IN
THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
8
(I)
SELLER HAS