Transferor
Disclosure Schedule, there are no material actions, suits, inquiries,
proceedings or investigations pending or, to the Transferor's knowledge,
expressly threatened to be instituted by any third party before any court or
other Governmental Authority against Transferor that relates to or involves any
Contributed Assets or the Contributed Business.
4.7
No Brokers.
There is no obligation or liability, contingent or
otherwise, for brokers' or finders' fees or commissions in connection with the
transactions contemplated by this Agreement for which the Contributed Business
is liable.
4.8
Title to Assets.
Transferor has, and at the Effective Time the
Company shall acquire, good, valid and transferable title to all of the
Contributed Assets, in each case, free and clear of all Liens.
8
4.9
INTELLECTUAL PROPERTY.
(A)
SCHEDULE 4.9(A) OF THE TRANSFEROR DISCLOSURE SCHEDULE CONTAINS A
COMPLETE AND CORRECT LIST AND DESCRIPTION (INCLUDING THE RECORD OWNERS AND
IDENTIFYING NUMBERS) OF (I) ALL INTERNET DOMAIN NAMES USED OR HELD FOR US IN THE
CONTRIBUTED BUSINESS AND (II) ALL COMPUTER SOURCE CODE, EXECUTABLE CODE, DATA,
DATABASES AND RELATED DOCUMENTATION USED SOLELY IN THE CONTRIBUTED BUSINESS, AND
ALL REGISTERED PATENTS, TRADEMARKS, COPYRIGHTS AND ALL EXISTING AND PENDING
APPLICATIONS WITH RESPECT TO THE FOREGOING (TOGETHER WITH ANY UNREGISTERED
COPYRIGHTS AND RENEWALS, EXTENSIONS, REISSUANCES, CONTINUATIONS, REVISIONS AND
REEXAMINATIONS OF ANY OF THE FOREGOING, THE "CONTRIBUTED INTELLECTUAL
PROPERTY").
(B)
THERE ARE NO PROCEEDINGS PENDING OR, TO THE TRANSFEROR'S
KNOWLEDGE, THREATENED AGAINST TRANSFEROR THAT DIRECTLY CHALLENGE, AND NO EXPRESS
CLAIM OR DEMAND BY ANY PERSON OR ENTITY HAS BEEN MADE TO OR UPON TRANSFEROR THAT
DIRECTLY CHALLENGES, THE RIGHTS OF TRANSFEROR IN RESPECT OF ANY CONTRIBUTED
INTELLECTUAL PROPERTY.
(C)
NO CONTRIBUTED INTELLECTUAL PROPERTY OWNED BY TRANSFEROR (I) IS
SUBJECT TO ANY OUTSTANDING ORDER, RULING, JUDGMENT, DECREE OR STIPULATION BY OR
WITH ANY GOVERNMENTAL AUTHORITY, OR ANY EXPRESS AND ENFORCEABLE CONTRACT,
AGREEMENT, COMMITMENT OR UNDERTAKING WITH ANY PERSON OR ENTITY, RESTRICTING THE
SCOPE OR USE OF ANY SUCH CONTRIBUTED INTELLECTUAL PROPERTY, OR (II) TO
TRANSFEROR'S KNOWLEDGE, INFRINGES OR MISAPPROPRIATES THE RIGHTS OF ANY OTHER
PERSON OR ENTITY, OR (III) TO TRANSFEROR'S KNOWLEDGE, IS BEING INFRINGED OR
MISAPPROPRIATED BY ANY OTHER PERSON OR ENTITY.
(D)
EXCEPT AS SET FORTH IN THE LICENSE AGREEMENT, TRANSFEROR HAS NOT
GRANTED ANY MATERIAL LICENSE (OTHER THAN SUCH LICENSES AND PERMISSIONS FOR
ONE-TIME OR OTHER LIMITED USE GRANTED IN THE ORDINARY COURSE OF BUSINESS) TO ANY
PERSON OR ENTITY TO USE ANY OF THE CONTRIBUTED INTELLECTUAL PROPERTY OWNED OR
OTHERWISE USED BY TRANSFEROR.
4.10
CONTRACTS AND COMMITMENTS.
(A)
SCHEDULE 4.10(A) OF THE TRANSFEROR DISCLOSURE SCHEDULE ATTACHED
HERETO (AS SUPPLEMENTED WITHIN 10 CALENDAR DAYS OF THE CLOSING DATE) LISTS ALL
CONTRIBUTED CONTRACTS THAT INVOLVE THE RECEIPT OF REVENUE OR REQUIRE THE
EXPENDITURE OF MORE THAN ONE HUNDRED THOUSAND DOLLARS ($100,000) IN ANY
CONSECUTIVE TWELVE-MONTH PERIOD (THE "CONTRIBUTED CONTRACTS").
(B)
TRANSFEROR IS NOT IN DEFAULT, AND TO THE TRANSFEROR'S KNOWLEDGE,
THERE IS NO BASIS FOR ANY CLAIM OF DEFAULT, UNDER ANY OF THE CONTRIBUTED
CONTRACTS.
TO THE TRANSFEROR'S KNOWLEDGE, ALL OF THE CONTRIBUTED CONTRACTS ARE
IN FULL FORCE