CONDUCT THEIR RESPECTIVE BUSINESSES SUBSTANTIALLY AS NOW
CONDUCTED AND WHERE THE FAILURE TO DO SO WOULD CONSTITUTE OR RESULT IN A
MATERIAL ADVERSE EFFECT.
ALL OF SUCH MATERIAL PERMITS, FRANCHISES, LICENSES AND
AUTHORIZATIONS OF F.Y.I. AND ITS MATERIAL SUBSIDIARIES WHICH CONSTITUTE A
GOVERNMENTAL REQUIREMENT OR WHICH ARE OR ARE TO BE ISSUED BY ANY GOVERNMENTAL
AUTHORITY ARE DISCLOSED ON SCHEDULE 7.4.
NONE OF SUCH PERSONS IS IN MATERIAL
VIOLATION OF ANY SUCH PERMITS, FRANCHISES, LICENSES OR AUTHORIZATIONS.
SECTION 7.5
INTELLECTUAL PROPERTY.
THE LOAN PARTIES OWN OR POSSESS
(OR WILL BE LICENSED OR HAVE THE FULL RIGHT TO USE) ALL INTELLECTUAL PROPERTY
WHICH IS NECESSARY FOR THE OPERATION OF THEIR RESPECTIVE BUSINESSES AS PRESENTLY
CONDUCTED AND AS PROPOSED TO BE CONDUCTED, WITHOUT ANY KNOWN CONFLICT WITH THE
RIGHTS OF OTHERS WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS WILL NOT MATERIALLY ALTER OR IMPAIR, INDIVIDUALLY OR IN
THE AGGREGATE, ANY OF SUCH RIGHTS OF SUCH PERSONS.
NO PRODUCT OF THE LOAN
PARTIES INFRINGES UPON ANY INTELLECTUAL PROPERTY OWNED BY ANY OTHER PERSON, AND
NO CLAIM OR LITIGATION IS PENDING OR, TO THE KNOWLEDGE OF F.Y.I. OR ANY OF ITS
SUBSIDIARIES, THREATENED AGAINST ANY LOAN PARTY OR ANY SUCH PERSON CONTESTING
ITS RIGHT TO USE ANY PRODUCT OR MATERIAL WHICH COULD HAVE A MATERIAL ADVERSE
EFFECT.
THERE IS NO VIOLATION BY ANY LOAN PARTY OF ANY RIGHT OF SUCH LOAN PARTY
WITH RESPECT TO ANY MATERIAL INTELLECTUAL PROPERTY OWNED OR USED BY SUCH LOAN
PARTY WHICH WOULD CONSTITUTE OR RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 7.6
LITIGATION AND JUDGMENTS.
EACH MATERIAL ACTION, SUIT,
INVESTIGATION OR PROCEEDING BEFORE OR BY ANY GOVERNMENTAL AUTHORITY OR
ARBITRATOR PENDING OR, TO THE KNOWLEDGE OF
F.Y.I. OR ANY OF ITS SUBSIDIARIES,
THREATENED AGAINST OR AFFECTING ANY LOAN PARTY IS DISCLOSED ON SCHEDULE 7.6.
NONE OF SUCH ACTIONS, SUITS, INVESTIGATIONS OR PROCEEDINGS COULD, IF ADVERSELY
DETERMINED, HAVE A MATERIAL ADVERSE EFFECT.
AS OF THE CLOSING DATE AND THE
EFFECTIVE DATE, THERE ARE NO OUTSTANDING JUDGMENTS AGAINST ANY LOAN PARTY OR ANY
OF THEIR RESPECTIVE SUBSIDIARIES.
SECTION 7.7
RIGHTS IN PROPERTIES; LIENS.
EACH OF THE LOAN PARTIES
HAS GOOD AND INDEFEASIBLE TITLE TO OR, EXCEPT AS EXPRESSLY STATED TO THE
CONTRARY ON SCHEDULE 1.1(A), VALID LEASEHOLD INTERESTS IN ITS PROPERTIES AND
ASSETS, REAL AND PERSONAL, INCLUDING THE PROPERTIES, ASSETS AND LEASEHOLD
INTERESTS REFLECTED IN THE FINANCIAL STATEMENTS DESCRIBED IN SECTION 7.2, AND
NONE OF THE PROPERTIES OR LEASEHOLD INTERESTS OF F.Y.I. OR ANY OF ITS MATERIAL
SUBSIDIARIES OR, TO THE BEST OF F.Y.I.'S KNOWLEDGE WITHOUT UNDERTAKING A CURRENT
LIEN SEARCH, ANY OF ITS NONMATERIAL SUBSIDIARIES IS SUBJECT TO ANY LIEN, EXCEPT
PERMITTED LIENS.
EXCEPT AS DISCLOSED ON SCHEDULE 7.7, NEITHER F.Y.I. NOR ANY OF
ITS SUBSIDIARIES OWNS ANY RIGHT, TITLE OR INTEREST IN ANY REAL PROPERTIES.
SECTION 7.8
ENFORCEABILITY. THE EXECUTION, DELIVERY AND PERFORMANCE
OF THE LOAN DOCUMENTS TO WHICH EACH OF THE LOAN PARTIES IS A PARTY HAVE BEEN
DULY