TO AND CONDITION OF PURCHASED ASSETS.
(A)
FIXED ASSETS.
THE FIXED ASSETS ARE IN GOOD WORKING ORDER AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, HAVE BEEN PROPERLY MAINTAINED, ARE
SUITABLE FOR THE USES FOR WHICH THEY ARE BEING UTILIZED IN THE BUSINESS AND
COMPLY WITH ALL REQUIREMENTS UNDER APPLICABLE LAWS, REGULATIONS AND LICENSES
WHICH GOVERN THE USE AND OPERATION THEREOF.
(B)
TITLE TO AND ADEQUACY OF PURCHASED ASSETS.
EXCEPT AS DISCLOSED ON
SCHEDULE 3.5 HERETO, SELLER HAS, AND ON THE CLOSING DATE WILL CONVEY AND
TRANSFER TO BUYER, GOOD, COMPLETE AND MARKETABLE TITLE TO ALL OF THE PURCHASED
ASSETS, FREE AND CLEAR OF ALL ENCUMBRANCES OTHER THAN THE PERMITTED ENCUMBRANCES
OF ANY NATURE WHATSOEVER OTHER THAN RESTRICTIONS ON TRANSFER OF ASSIGNED
CONTRACTS.
EXCEPT AS SET FORTH ON SCHEDULE 3.5, ALL OF THE PURCHASED ASSETS ARE
IN THE EXCLUSIVE POSSESSION AND CONTROL OF SELLER AND SELLER HAS THE
UNENCUMBERED RIGHT TO USE, AND TO SELL TO BUYER IN ACCORDANCE WITH THE TERMS AND
PROVISIONS OF THIS AGREEMENT, ALL OF THE PURCHASED ASSETS WITHOUT INTERFERENCE
FROM AND FREE OF THE RIGHTS AND CLAIMS OF OTHERS.
THE PURCHASED ASSETS
CONSTITUTE ALL OF THE ASSETS, PROPERTIES, RIGHTS, PRIVILEGES AND INTEREST WHICH
SELLER EITHER OWNS OR CONTROLS, OR USES OR HOLDS FOR USE EXCLUSIVELY IN
CONNECTION WITH THE BUSINESS AND WHICH ARE NECESSARY FOR BUYER TO OWN AND
OPERATE THE BUSINESS AS CURRENTLY CONDUCTED AND AS PROPOSED TO BE CONDUCTED.
3.6
INTELLECTUAL PROPERTY.
(A)
SET FORTH ON SCHEDULE 1.1(H) IS A COMPLETE LIST OF ALL
INTELLECTUAL PROPERTY RIGHTS, OWNED, LICENSED OR USED (EXCEPT AS OTHERWISE SET
OUT THEREIN) BY THE SELLER IN CONNECTION WITH THE BUSINESS THAT WILL BE
TRANSFERRED TO BUYER (THE "BUSINESS INTELLECTUAL PROPERTY RIGHTS").
EXCEPT AS
SET OUT IN SCHEDULE 1.1(H), ALL OF THE BUSINESS INTELLECTUAL PROPERTY RIGHTS ARE
EITHER OWNED OR USED UNDER LICENSE BY SELLER, AS INDICATED ON SCHEDULE 1.1(H).
USE BY SELLER OF THE BUSINESS INTELLECTUAL PROPERTY RIGHTS OWNED BY SELLER, AND,
TO THE KNOWLEDGE OF SELLER AND THE PRINCIPAL OWNER, USE BY SELLER OF THE
BUSINESS INTELLECTUAL PROPERTY RIGHTS LICENSED BY SELLER, DO NOT INFRINGE UPON
OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AND NO
THIRD PARTY HAS PROVIDED SELLER WITH NOTICE OF ANY SUCH POSSIBLE VIOLATION.
SELLER IS NOT AWARE OF ANY VALID BASIS FOR ANY CLAIM OF THE TYPE SPECIFIED IN
THIS SECTION 3.6(A).
TO THE KNOWLEDGE OF SELLER AND THE PRINCIPAL OWNER, NO
THIRD PARTY IS VIOLATING, INFRINGING, OR MISAPPROPRIATING ANY BUSINESS
INTELLECTUAL PROPERTY RIGHT.
(B)
SELLER HAS NOT GRANTED ANY LICENSES TO THIRD PARTIES WITH RESPECT
TO THE BUSINESS INTELLECTUAL PROPERTY RIGHTS. THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT
IN ANY WAY IMPAIR THE RIGHT OF BUYER TO USE ANY BUSINESS INTELLECTUAL PROPERTY
RIGHTS OR PORTION THEREOF.
(C)
EACH CURRENT AND FORMER EMPLOYEE, INDEPENDENT CONTRACTOR AND
CONSULTANT OF THE SELLER WHO HAS PARTICIPATED IN ANY MATERIAL RESPECT IN THE
DEVELOPMENT OF ANY BUSINESS INTELLECTUAL PROPERTY RIGHTS HAS PROPERLY ASSIGNED
SUCH INDIVIDUAL'S RIGHTS