TIME DO, OR CAUSE TO BE DONE, ANY
ACT OR THING CONTESTING OR IN ANY WAY IMPAIRING OR INTENDING TO IMPAIR THE
VALIDITY AND VALUE OF AND/OR THE SELLER'S EXCLUSIVE RIGHT, TITLE AND INTEREST IN
AND TO THE TRANSITIONAL ASSETS, INCLUDING WITHOUT LIMITATION ANY INTELLECTUAL
PROPERTY THEREIN. NEITHER THE BUYER NOR THE BUYER PARENT WILL IN ANY MANNER
REPRESENT THAT IT OWNS THE TRANSITIONAL ASSETS, INCLUDING WITHOUT LIMITATION ANY
INTELLECTUAL PROPERTY THEREIN. ALL USE OF THE TRANSITIONAL ASSETS, INCLUDING
WITHOUT LIMITATION ANY INTELLECTUAL PROPERTY THEREIN, BY THE BUYER OR THE BUYER
PARENT SHALL INURE TO THE BENEFIT OF THE SELLER. BUYER AND BUYER PARENT HEREBY
ASSIGN, AND AGREE TO ASSIGN, TO SELLER ALL GOODWILL ASSOCIATED WITH SUCH USE.
THE BUYER AND BUYER PARENT MAY NOT ASSIGN, SUBLICENSE OR TRANSFER IN ANY MANNER
THE LICENSE GRANTED BY THIS §5.6. UPON THE CONCLUSION OF SUCH THIRTY (30)
CALENDAR DAY PERIOD FOLLOWING THE CLOSING DATE OR THE EARLIER TERMINATION OF THE
LICENSE GRANTED PURSUANT TO THIS §5.6 BY THE SELLER, THE BUYER (I) SHALL MAKE
THE TRANSITIONAL ASSETS AVAILABLE FOR THIRTY (30) CALENDAR DAYS AT THE ACQUIRED
LOCATION FOR REMOVAL BY THE SELLER, AT THE SELLER'S SOLE COST AND EXPENSE, AND
(II) WILL CEASE USING ANY INTELLECTUAL PROPERTY THEREIN. EXCEPT AS EXPRESSLY SET
FORTH IN THIS PARAGRAPH, UNDER NO CIRCUMSTANCES SHALL THE LICENSE GRANTED BY
THIS §5.6 BE CONSTRUED OR INTERPRETED AS SELLING, TRANSFERRING, OR LICENSING TO
THE BUYER OR BUYER PARENT (AND THE SELLER SHALL RETAIN ALL OF THE SELLER'S
RIGHT, TITLE AND INTEREST IN AND TO) ANY INTELLECTUAL PROPERTY USED IN
CONNECTION WITH THE OPERATIONS AT THE ACQUIRED LOCATION, GOODWILL ASSOCIATED
THEREWITH, LICENSES AND SUBLICENSES GRANTED IN RESPECT THERETO AND RIGHTS
THEREUNDER, REMEDIES AGAINST INFRINGEMENTS THEREOF AND RIGHTS TO PROTECTION OF
INTEREST THEREIN. BUYER AND BUYER PARENT ACKNOWLEDGE AND AGREE THAT THE
TRANSITIONAL ASSETS, INCLUDING WITHOUT LIMITATION ANY INTELLECTUAL PROPERTY
THEREIN, ARE PROVIDED ON AN "AS IS" BASIS AND THAT SELLER DOES NOT MAKE ANY
REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, WITH
RESPECT THERETO, INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF TITLE, VALIDITY,
ENFORCEABILITY OR NON-INFRINGEMENT. BUYER AND BUYER PARENT FURTHER ACKNOWLEDGE
AND AGREE THAT BREACH OF THE PROVISIONS OF THIS §5.6 WILL
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CAUSE IRREPARABLE INJURY AND DAMAGE TO THE SELLER, THE EXACT AMOUNT OF WHICH
WILL BE DIFFICULT TO ASCERTAIN AND THAT REMEDIES AT LAW FOR ANY SUCH BREACH
WOULD BE INADEQUATE AND THAT THEREFORE, IN THE EVENT OF SUCH A BREACH, THE
SELLER SHALL BE ENTITLED, IN ADDITION TO ALL REMEDIES AVAILABLE AT LAW, TO
EQUITABLE RELIEF WITHOUT POSTING ANY BOND OR OTHER UNDERTAKING.
5.7.
WAIVER OF CORPORATE TAX LIEN. THE SELLER SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN A WAIVER OF CORPORATE TAX LIEN UNDER MASS. GEN.
LAWS CH. 62C, SECTION 51 (AS IN EFFECT ON THE CLOSING DATE) AS SOON AS
REASONABLY PRACTICABLE FOLLOWING THE CLOSING AND IN ANY EVENT WITHIN ANY
APPLICABLE TIME PERIOD UNDER SUCH SECTION FOR OBTAINING SUCH WAIVER FOLLOWING A
SALE OR TRANSFER OF ASSETS.
5.8.
FUTURE ASSURANCES. AT ANY