THE EXTENT SUCH SUIT OR
CLAIM COULD REASONABLY BE EXPECTED TO ADVERSELY AFFECT THE RIGHTS OF SELLER IN
SUCH INTELLECTUAL PROPERTY, INCLUDING ANY SUIT CONCERNING A CLAIM OR POSITION
THAT SUCH INTELLECTUAL PROPERTY HAS BEEN VIOLATED OR IS INVALID, UNENFORCEABLE,
UNPATENTABLE, UNREGISTERABLE, CANCELABLE, NOT OWNED OR NOT OWNED EXCLUSIVELY BY
THE PARTY THAT HAS PURPORTED TO HAVE GRANTED RIGHTS TO SELLER IN CONNECTION WITH
SUCH ACQUIRED INTELLECTUAL PROPERTY.
5.9
LITIGATION.
THERE IS NO ACTION WITH RESPECT TO THE BUSINESS
PENDING, OR TO SELLER'S KNOWLEDGE, THREATENED AGAINST SELLER OR ANY AFFILIATE OF
SELLER THAT WOULD RESTRICT THE CONSUMMATION OF THE TRANSACTIONS UNDER THIS
AGREEMENT OR THE ANCILLARY AGREEMENTS.
NEITHER THE ACQUIRED ASSETS NOR THE
BUSINESS IS SUBJECT TO ANY ACTION OR ORDER.
5.10
COMPLIANCE WITH LAWS.
EXCEPT (A) AS SET FORTH ON SCHEDULE 5.10 OF
THE DISCLOSURE LETTER, AND (B) AS WOULD NOT REASONABLY BE EXPECTED TO MATERIALLY
OR ADVERSELY AFFECT THE BUSINESS OR THE ACQUIRED ASSETS, SELLER (I) IS IN
COMPLIANCE WITH AND, SINCE JANUARY 1, 2003, HAS BEEN IN COMPLIANCE WITH ALL
LAWS, PERMITS AND ORDERS APPLICABLE TO THE BUSINESS IN ALL MATERIAL RESPECTS,
AND (II) SINCE JANUARY 1, 2003, HAS NOT RECEIVED ANY WRITTEN NOTIFICATION FROM
ANY GOVERNMENTAL AUTHORITY ASSERTING THAT SELLER IS NOT IN COMPLIANCE WITH ANY
LAW, PERMIT OR ORDER APPLICABLE TO THE BUSINESS OR THE ACQUIRED ASSETS.
SCHEDULE 5.10 OF THE DISCLOSURE LETTER CONTAINS A COMPLETE AND ACCURATE LIST OF
ALL PERMITS HELD OR REQUIRED TO BE HELD BY SELLER IN CONNECTION WITH THE
BUSINESS, AND ALL SUCH PERMITS ARE IN FULL FORCE AND EFFECT.
5.11
NO GIFTS OR SIMILAR BENEFITS.
NEITHER SELLER NOR ANY OF ITS
DIRECTORS, OFFICERS, OR TO SELLER'S KNOWLEDGE, ITS AGENTS, EMPLOYEES OR PERSONS
ACTING ON THEIR BEHALF HAS, IN CONNECTION WITH THE BUSINESS, DIRECTLY OR
INDIRECTLY, GIVEN OR AGREED TO GIVE ANYTHING OF VALUE OR PROVIDE ANY BENEFIT TO
ANY FOREIGN OR DOMESTIC GOVERNMENTAL OFFICIAL, FOREIGN OR DOMESTIC POLITICAL
PARTY OR OFFICIAL THEREOF, SUPPLIER, CUSTOMER OR OTHER PERSON WHO WAS, IS OR MAY
BE IN A POSITION TO HELP OR HINDER THE BUSINESS OR ASSIST IN CONNECTION WITH ANY
ACTUAL OR PROPOSED TRANSACTION UNDER CIRCUMSTANCES THAT INVOLVE A VIOLATION OF
ANY APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE FOREIGN CORRUPT PRACTICES
ACT.
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5.12
CONDITION AND SUFFICIENCY.
THE ACQUIRED ASSETS ARE IN GOOD
CONDITION AND REPAIR (SUBJECT TO NORMAL WEAR AND TEAR CONSISTENT WITH THE AGE OF
THE ASSETS AND PROPERTIES) AND CONSTITUTE ALL OF SELLER'S ASSETS AND OTHER
RIGHTS NECESSARY TO CONDUCT THE BUSINESS AS CURRENTLY CONDUCTED BY SELLER AND AS
CONDUCTED BY SELLER DURING THE PERIODS REPRESENTED BY THE FINANCIAL STATEMENTS.
5.13
PURCHASERS OF PROTOTYPES.
SCHEDULE 5.13 OF THE DISCLOSURE LETTER
SETS FORTH A COMPLETE AND ACCURATE LIST OF ALL PERSONS WHO HAVE PURCHASED
PROTOTYPES FROM SELLER RELATED TO THE BUSINESS (THE "PROTOTYPE PURCHASERS").
EXCEPT AS SET FORTH ON SCHEDULE 5.13 OF THE DISCLOSURE LETTER, SELLER IS NOT
INVOLVED IN ANY CLAIM, DISPUTE OR CONTROVERSY WITH ANY PROTOTYPE PURCHASER.
EXCEPT AS SET FORTH ON SCHEDULE 5.13 OF THE