OCCURRED THAT, WITH NOTICE OR LAPSE OF TIME OR
BOTH, WOULD CONSTITUTE SUCH A BREACH OR DEFAULT OR PERMIT TERMINATION,
MODIFICATION OR ACCELERATION UNDER SUCH OTHER CUSTOMER CONTRACT THAT WOULD
10
CAUSE A MATERIAL ADVERSE EFFECT.
EXCEPT AS SEPARATELY IDENTIFIED IN SCHEDULE
3.06(B), NO CONSENT OF ANY PERSON IS NEEDED IN ORDER THAT THE OTHER CUSTOMER
CONTRACTS CONTINUE IN FULL FORCE AND EFFECT FOLLOWING THE ASSIGNMENT OF SUCH
AGREEMENTS TO BUYER.
(C)
ASIDE FROM THE CUSTOMER CONTRACTS, THE
ORDERS LISTED ON SCHEDULE 1.01(A)(I) AND SCHEDULE 1.02(B), CONTRACTS FOR
TANTALUM WIRE AND POWDER AND THE OTHER CONTRACTS LISTED ON SCHEDULE 3.06(C),
THERE ARE NO (I) CUSTOMER CONTRACTS; (II) WRITTEN CONTRACTS FOR RAW MATERIALS
SPECIFICALLY USED BY SELLER TO MANUFACTURE WET TANTALUM CAPACITORS;
(III) WRITTEN CONTRACTS SPECIFICALLY RELATING TO THE BUSINESS PURSUANT TO WHICH
SELLER IS REQUIRED TO PAY OR IS ENTITLED TO RECEIVE $50,000 OR MORE IN ANY
TWELVE MONTH PERIOD OR (IV) OTHER WRITTEN CONTRACTS SPECIFICALLY RELATING TO THE
BUSINESS THAT ARE MATERIAL TO THE BUSINESS AS CONDUCTED BY SELLER.
(D)
SELLER IS NOT A PARTY TO A CONTRACT THAT
WILL IN ANY WAY RESTRICT OR LIMIT THE CONDUCT OF THE BUSINESS BY BUYER OR THE
USE OF THE TRANSFERRED ASSETS BY BUYER, INCLUDING WITHOUT LIMITATION ANY JOINT
VENTURE OR OTHER COOPERATIVE.
SECTION 3.07.
INTELLECTUAL PROPERTY RIGHTS.
(A)
SCHEDULE 3.07 SETS FORTH A COMPLETE AND
ACCURATE LIST OF ALL UNITED STATES AND FOREIGN ISSUED OR REGISTERED INTELLECTUAL
PROPERTY (INCLUDING BUT NOT LIMITED TO PATENTS, COPYRIGHTS AND TRADEMARKS), AND
ALL APPLICATIONS THEREFOR, USED IN CONNECTION WITH THE BUSINESS, INDICATING FOR
EACH THE APPLICABLE JURISDICTION, ISSUANCE/REGISTRATION/APPLICATION NUMBER, AND
DATES OF FILING/ISSUANCE/REGISTRATION.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 3.07, SELLER
IS THE SOLE AND EXCLUSIVE OWNER OF THE TRANSFERRED INTELLECTUAL PROPERTY USED IN
CONNECTION WITH THE BUSINESS, FREE AND CLEAR OF ALL LIENS, CLAIMS, CHARGES AND
ENCUMBRANCES AND FREE FROM CONTRACTUAL RESTRICTIONS AND ANY OTHER RESTRICTION.
IN EACH CASE WHERE ANY PATENT, REGISTERED TRADEMARK, REGISTERED COPYRIGHT, OR
THE LIKE USED IN CONNECTION WITH THE BUSINESS IS HELD BY SELLER BY ASSIGNMENT,
THE ASSIGNMENT HAS BEEN DULY AND PROPERLY RECORDED WITH THE U.S. COPYRIGHT
OFFICE, THE U.S. PATENT AND TRADEMARK OFFICE OR THE CORRESPONDING FOREIGN
AUTHORITIES, AS THE CASE MAY BE, TO PRESERVE ALL OF SELLER'S RIGHTS.
(C)
SELLER HAS THE FULL RIGHT AND AUTHORITY TO
CONDUCT THE BUSINESS AND USE THE TRANSFERRED INTELLECTUAL PROPERTY USED IN
CONNECTION WITH THE BUSINESS IN THE MANNER IN WHICH THEY ARE CURRENTLY BEING
CONDUCTED AND USED AND, TO THE KNOWLEDGE OF SELLER, SUCH ACTIVITIES DO NOT
CONFLICT WITH, VIOLATE, MISAPPROPRIATE OR INFRINGE ON THE RIGHTS OF ANY OTHER
PERSON.
(D)
NO ACTION HAS BEEN ASSERTED, NOR TO THE
KNOWLEDGE OF SELLER HAS ANY ACTION BEEN THREATENED, VERBALLY OR OTHERWISE, BY
ANY PERSON (I) CHALLENGING, OR SEEKING TO DENY OR RESTRICT, THE USE BY SELLER OF
ANY TRANSFERRED INTELLECTUAL PROPERTY OR (II) ALLEGING THE VIOLATION,
MISAPPROPRIATION, OR INFRINGEMENT BY SELLER IN CONNECTION WITH ITS CONDUCT OF
THE BUSINESS OR ITS USE OF TRANSFERRED INTELLECTUAL PROPERTY.
SELLER