WITHOUT PAYMENT OF ANY KIND TO ANY THIRD
PARTY.
SELLER HAS NO OBLIGATION TO COMPENSATE OR ACCOUNT TO ANY PERSON FOR THE
USE OF THE INTELLECTUAL PROPERTY EXCEPT AS OTHERWISE SET FORTH IN SECTION
3.17(D) OF THE DISCLOSURE SCHEDULE.
THE LICENSES IDENTIFIED IN SECTION 3.17(D)
OF THE DISCLOSURE SCHEDULE AS THE "KEY SOFTWARE LICENSES" CONSTITUTE THE ONLY
INBOUND SOFTWARE LICENSES OR SIMILAR SERVICES THAT ARE CRITICAL TO THE OPERATION
OF THE BUSINESS AND ARE NOT OTHERWISE GENERALLY COMMERCIALLY AVAILABLE WITHOUT
THE PAYMENT OF A SIGNIFICANT ADVANCE LICENSE OR SET-UP FEE (SUCH LICENSES, THE
"KEY SOFTWARE LICENSES").
(E)
ABSENCE OF CLAIMS.
EXCEPT AS SET FORTH IN SECTION 3.17(E) OF THE
DISCLOSURE SCHEDULE, SELLER HAS NOT RECEIVED (I) ANY NOTICE ALLEGING, OR
OTHERWISE HAS KNOWLEDGE OF FACTS THAT MIGHT GIVE RISE TO, INVALIDITY WITH
RESPECT TO ANY OF THE INTELLECTUAL PROPERTY OR (II) ANY NOTICE OF ALLEGED
INFRINGEMENT OF ANY RIGHTS OF OTHERS DUE TO ANY ACTIVITY BY SELLER.
EXCEPT AS
SET FORTH IN SECTION 3.17(E) OF THE DISCLOSURE SCHEDULE, SELLER'S USE OF THE
INTELLECTUAL PROPERTY IN THE BUSINESS DOES NOT INFRINGE UPON OR OTHERWISE
VIOLATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY ANYWHERE IN THE
WORLD.
EXCEPT AS SET FORTH IN SECTION 3.17(E) OF THE DISCLOSURE SCHEDULE, NO
OTHER PERSON HAS NOTIFIED SELLER THAT IT IS CLAIMING ANY OWNERSHIP OF OR RIGHT
TO USE ANY INTELLECTUAL PROPERTY OF SELLER, OR, TO SELLER'S KNOWLEDGE, IS
INFRINGING UPON ANY SUCH INTELLECTUAL PROPERTY IN ANY WAY.
(F)
PROTECTION OF INTELLECTUAL PROPERTY.
SELLER HAS TAKEN REASONABLE
STEPS TO SAFEGUARD AND MAINTAIN ITS CONFIDENTIAL INFORMATION.
(G)
LICENSES.
SELLER HAS SECURED ANY EXPORT AND IMPORT LICENSES THAT
ARE NECESSARY OR APPROPRIATE FOR THE CONDUCT OF THE BUSINESS IN ACCORDANCE WITH
ALL APPLICABLE LAWS AND REGULATIONS.
3.18
ASSETS NECESSARY TO CONTINUE TO CONDUCT BUSINESS.
THE TRANSFERRED
ASSETS (A) CONSTITUTE ALL OF THE ASSETS, PROPERTIES AND RIGHTS (I) USED IN THE
BUSINESS AS PRESENTLY CONDUCTED OTHER THAN THE EXCLUDED ASSETS, AND (II)
NECESSARY TO CONDUCT THE BUSINESS AS PRESENTLY CONDUCTED, AND (B) UPON
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, PURCHASER WILL
OBTAIN THE RESOURCES NECESSARY TO CONDUCT THE BUSINESS AS CURRENTLY CONDUCTED BY
SELLER.
EXCEPT AS SET FORTH IN SECTION 3.18 OF THE DISCLOSURE SCHEDULE, NO
AFFILIATE OF SELLER (WHICH FOR PURPOSES OF THIS SECTION 3.18 SHALL INCLUDE ANY
25
CURRENT OR PRIOR SHAREHOLDER OF SELLER) HAS ANY DIRECT OR INDIRECT INTEREST IN
ANY ASSET, PROPERTY OR RIGHT USED IN, OR NECESSARY TO CONDUCT, THE BUSINESS AS
CURRENTLY CONDUCTED BY SELLER (INCLUDING, WITHOUT LIMITATION, ANY URL'S, TRADE
NAMES OR TRADEMARKS RELATED TO THE TRADE NAMES "THE WOODWIND & THE BRASSWIND"
AND "MUSIC 123," OR ANY DERIVATION THEREOF, WHEREVER LOCATED).
3.19
BROKERS; TRANSACTIONS COSTS.
EXCEPT AS SET FORTH IN SECTION 3.19
OF THE DISCLOSURE SCHEDULE (FOR WHICH SELLER IS SOLELY RESPONSIBLE), SELLER HAS
NOT ENTERED INTO NOR WILL ENTER INTO ANY CONTRACT, AGREEMENT, ARRANGEMENT OR
UNDERSTANDING WITH ANY PERSON WHICH HAS OR WILL RESULT IN THE OBLIGATION OF
PURCHASER OR SELLER TO PAY ANY FINDER'S FEE,