TO COMMERCIALLY AVAILABLE SOFTWARE.
C)
THE ACQUIRED COMPANIES HAVE NOT ASSIGNED
OR GRANTED ANY LICENSE OF ANY KIND RELATING TO ANY INTELLECTUAL PROPERTY OWNED
BY SELLER, GE USER OR EITHER OF THE ACQUIRED COMPANIES, OR THE MARKETING OR
DISTRIBUTION THEREOF, TO ANY THIRD PARTY, AND NECESSARY FOR THE BUSINESS.
THE
ACQUIRED COMPANIES ARE NOT BOUND BY OR A PARTY TO ANY OPTION, LICENSE OR SIMILAR
CONTRACT RELATING TO THE RIGHT TO USE ANY INTELLECTUAL PROPERTY THAT THEY ARE
USING, OTHER THAN INTELLECTUAL PROPERTY THAT IS GENERALLY COMMERCIALLY
AVAILABLE.
THE INTELLECTUAL PROPERTY OWNED BY SELLER, THE GE USER OR THE
ACQUIRED COMPANIES THAT IS IN USE IN THE BUSINESS DOES NOT CONTAIN ANY OPEN
SOURCE SOFTWARE.
D)
UPON CLOSING OR UPON TRANSFER OF THE
ASSETS SET FORTH IN SECTION 7.5, EACH OF THE BUYERS AND EACH OF THE ACQUIRED
COMPANIES WILL HAVE ALL NECESSARY LICENSE RIGHTS TO THE INTELLECTUAL PROPERTY
(OTHER THAN TRADEMARKS) OWNED BY SELLERS OR ONE OF
13
THEIR AFFILIATES THAT IS USED OR WILL BE USED BY THE ACQUIRED COMPANIES IN THE
BUSINESS AS CONDUCTED AS OF THE DATE HEREOF OR AS CONTEMPLATED IN THE RELATED
AGREEMENTS.
SECTION 4.21
INSURANCE.
SCHEDULE 4.21 SETS
FORTH A TRUE AND COMPLETE LIST OF ALL MATERIAL INSURANCE POLICIES IN FORCE WITH
RESPECT TO THE BUSINESS.
COPIES OF SUCH MATERIAL INSURANCE POLICIES HAVE BEEN
MADE AVAILABLE TO BUYERS.
EACH OF THE ACQUIRED COMPANIES IS (A) COVERED BY
SUCH TYPES AND AMOUNTS OF INSURANCE WITH RESPECT TO THE BUSINESS AS ARE
CUSTOMARILY CARRIED BY PERSONS ENGAGED IN THE SAME OR SIMILAR BUSINESSES AS THE
RELEVANT ACQUIRED COMPANY, AND (B) ALL INSURANCE POLICIES TO WHICH EITHER OF THE
ACQUIRED COMPANIES IS A PARTY WITH RESPECT TO THE BUSINESS ARE IN FULL FORCE AND
EFFECT AND THE RELEVANT ACQUIRED COMPANY HAS PAID ALL PREMIUMS DUE AND PAYABLE
THEREUNDER (OTHER THAN RETROACTIVE OR RETROSPECTIVE PREMIUM ADJUSTMENTS THAT ARE
NOT YET, BUT MAY BE, REQUIRED TO BE PAID WITH RESPECT TO ANY PERIOD ENDING PRIOR
TO THE CLOSING DATE), AND NO WRITTEN NOTICE OF CANCELLATION OR TERMINATION HAS
BEEN RECEIVED WITH RESPECT TO ANY SUCH POLICY WHICH HAS NOT BEEN REPLACED ON
SUBSTANTIALLY SIMILAR TERMS PRIOR TO THE DATE OF SUCH CANCELLATION.
THE
BUSINESS HAS BEEN CONDUCTED IN A MANNER SO AS TO CONFORM TO ALL APPLICABLE
PROVISIONS OF SUCH INSURANCE POLICIES.
SECTION 4.22
ENVIRONMENTAL MATTERS.
A)
(I) THE BUSINESS IS BEING CONDUCTED IN
COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL LAWS INCLUDING ALL NECESSARY
ENVIRONMENTAL PERMITS EXCEPT WHERE FAILURE TO SO COMPLY WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE CHANGE (OR EFFECT) ON EITHER ACQUIRED
COMPANY OR THE BUSINESS; AND (II)
THERE ARE NO ADMINISTRATIVE OR JUDICIAL
PROCEEDINGS PENDING OR THREATENED AGAINST ANY OF THE ACQUIRED COMPANIES OR GE
USER ALLEGING A VIOLATION OF OR LIABILITY UNDER ENVIRONMENTAL LAWS.
B)
THERE HAVE BEEN NO RELEASES OF HAZARDOUS
MATERIALS AT, ON OR UNDER ANY OF THE LEASED REAL PROPERTY BY EITHER ACQUIRED
COMPANY OR GE USER.
TO THE KNOWLEDGE OF SELLERS, THERE ARE NO CONDITIONS, FACTS