ORDER RELATING
TO, COMPLIANCE WITH, LIABILITY UNDER, ANY ENVIRONMENTAL LAW, ENVIRONMENTAL
PERMIT, OR THE
49
INVESTIGATION, SAMPLING, MONITORING, TREATMENT, REMEDIATION, REMOVAL OR CLEANUP
OF ANY HAZARDOUS MATERIALS.
(F)
COPIES OF ALL MATERIAL OR OTHERWISE RELEVANT (WITH RESPECT TO
CURRENT KNOWN MATTERS, FACILITIES OR OPERATIONS) NON-PRIVILEGED ENVIRONMENTAL
SITE ASSESSMENT REPORTS, AUDITS OR COMPLIANCE REPORTS, OR OTHER WRITTEN REPORTS
RELATING TO THE ENVIRONMENTAL CONDITION OF ANY CURRENT OR FORMER OPERATIONS OF
ANY COMPANY, AND WHICH ARE IN THE POSSESSION OR CONTROL OF ANY OF THE SELLERS OR
ANY COMPANY, HAVE BEEN MADE AVAILABLE TO THE BUYERS AND WITH RESPECT TO FORMER
FACILITIES OR OPERATIONS OF ANY COMPANY, TO THE EXTENT KNOWN TO THE SELLERS OR
CCR TO EXIST.
(G)
THERE IS NO ENVIRONMENTAL CLAIM PENDING OR THREATENED AGAINST ANY
OF THE COMPANIES OR AGAINST ANY PERSON OR ENTITY WHOSE LIABILITY FOR ANY
ENVIRONMENTAL CLAIM ANY OF THE COMPANIES HAS RETAINED OR ASSUMED EITHER
CONTRACTUALLY OR BY OPERATION OF LAW.
(H)
EXCEPT AS SET FORTH IN SCHEDULE 5.16(D), THERE IS NO ASBESTOS
CONTAINED IN OR FORMING PART OF ANY BUILDING, BUILDING COMPONENT, STRUCTURE OR
OFFICE SPACE OWNED, LEASED, OPERATED OR USED BY THE COMPANIES, AND NO
POLYCHLORINATED BIPHENYLS (PCBS) OR PCB-CONTAINING ITEMS ARE USED OR STORED BY
THE COMPANIES, OR TO THE KNOWLEDGE OF THE SELLERS OR CCR BY ANY OTHER PERSON, AT
ANY PROPERTY OWNED, LEASED, OPERATED OR USED BY THE COMPANIES.
(I)
NEITHER THE SELLERS NOR ANY OF THE COMPANIES ARE REQUIRED BY
VIRTUE OF THE TRANSACTIONS SET FORTH HEREIN AND CONTEMPLATED HEREBY, OR AS A
CONDITION TO THE EFFECTIVENESS OF ANY TRANSACTIONS CONTEMPLATED HEREBY, (1) TO
PERFORM A SITE ASSESSMENT FOR HAZARDOUS MATERIALS, (2) TO REMOVE OR REMEDIATE
HAZARDOUS MATERIALS, (3) TO RECEIVE APPROVAL FROM ANY GOVERNMENTAL ENTITY, OTHER
THAN WITH RESPECT TO THE TRANSFER OF ANY GOVERNMENTAL AUTHORIZATION RELATED TO
THE NORMAL OPERATION OF THE BUSINESS, OR (4) TO RECORD OR DELIVER TO ANY PERSON
ANY DISCLOSURE DOCUMENT OR STATEMENT PERTAINING TO ENVIRONMENTAL MATTERS.
5.17.
Intellectual Property.
(A)
EACH COMPANY OWNS OR HAS A VALID LICENSE OR OTHER RIGHT TO USE,
FREE AND CLEAR OF ALL MATERIAL LIENS (SUBJECT TO PERMITTED EXCEPTIONS), ALL OF
THE INTELLECTUAL PROPERTY USED BY IT IN THE CONDUCT OF THE BUSINESS AS PRESENTLY
CONDUCTED.
(B)
SCHEDULE 5.17(B) OF THE SELLERS DISCLOSURE SCHEDULES SETS FORTH,
FOR ALL INTELLECTUAL PROPERTY OWNED BY EACH OF THE COMPANIES, A COMPLETE AND
ACCURATE LIST OF ALL U.S. AND FOREIGN: (I) PATENTS AND PATENT APPLICATIONS;
(II) TRADEMARK AND SERVICE MARK REGISTRATIONS (INCLUDING DOMAIN NAME
REGISTRATIONS) AND TRADEMARK AND SERVICE MARK APPLICATIONS; AND (III) COPYRIGHT
REGISTRATIONS AND COPYRIGHT APPLICATIONS.
(C)
TO THE KNOWLEDGE OF THE SELLERS, ALL RIGHTS TO INTELLECTUAL
PROPERTY OWNED BY OR USED BY THE COMPANIES ARE VALID AND SUBSISTING.
(D)
TO THE KNOWLEDGE OF THE SELLERS, THE CONDUCT OF THE BUSINESS DOES
NOT INFRINGE UPON OR VIOLATE ANY INTELLECTUAL PROPERTY RIGHT OWNED OR CONTROLLED
BY ANY THIRD PARTY IN ANY MATERIAL MANNER.
NO ACTIONS ARE PENDING AND NO
WRITTEN DEMAND OR NOTICE HAS BEEN RECEIVED BY ANY