country, national,
federal, state, local and foreign taxes, assessments and other governmental
charges, duties, impositions and liabilities, including taxes based upon or
measured by gross receipts, income, profits, sales, use and occupation, and
value added (including GST), ad valorem, transfer, franchise, withholding,
payroll, recapture, employment, excise and property taxes, stamp duties and
customs and other import and export duties together with all interest, penalties
and additions imposed with respect to such amounts.
Except to the extent not relevant to the Purchased Assets or the Business:
(A)
SELLERS HAVE TIMELY FILED ALL RETURNS, ESTIMATES, INFORMATION
STATEMENTS AND REPORTS WITH RESPECT TO ANY MATERIAL TAXES ("TAX RETURNS") THAT
IT WAS REQUIRED TO FILE.
ALL SUCH TAX RETURNS ARE CORRECT AND COMPLETE IN ALL
MATERIAL RESPECTS.
ALL TAXES OWED BY SELLERS WERE PAID IN FULL WHEN DUE.
(B)
SELLERS HAVE TIMELY WITHHELD OR PAID WITH RESPECT TO ITS EMPLOYEES
OR OTHER THIRD PARTIES AND TIMELY PAID OVER ANY WITHHELD AMOUNTS TO THE
APPROPRIATE TAXING AUTHORITY ALL MATERIAL INCOME AND PAYROLL TAXES REQUIRED TO
BE WITHHELD OR PAID.
(C)
SELLERS HAVE MADE AVAILABLE TO BUYER COPIES OF ALL TAX RETURNS (OR
RELEVANT PORTIONS THEREOF) RELATING TO THE BUSINESS OR THE PURCHASED ASSETS FOR
ALL PERIODS SINCE THE SELLERS INCORPORATION.
3.8
Title of Properties; Absence of Liens and Encumbrances; Condition
of Equipment.
(A)
ALL CURRENT LEASES RELATED TO THE BUSINESS ARE IN FULL FORCE AND
EFFECT ("FACILITY LEASES"), ARE VALID AND EFFECTIVE IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS, AND THERE IS NOT, TO THE KNOWLEDGE OF THE SELLERS, UNDER ANY
OF SUCH LEASES, ANY EXISTING DEFAULT OR EVENT OF DEFAULT (OR EVENT WHICH WITH
NOTICE OR LAPSE OF TIME, OR BOTH, WOULD CONSTITUTE A DEFAULT) ON THE PART OF ANY
SELLER OR ON THE PART OF ANY OTHER PARTY THERETO.
(B)
SELLERS HAVE GOOD AND VALID TITLE TO, OR, IN THE CASE OF LEASED
PROPERTIES AND ASSETS VALID LEASEHOLD INTERESTS IN, THE PURCHASED ASSETS, FREE
AND CLEAR OF ANY LIENS, EXCEPT PERMITTED LIENS.
(C)
ALL OF THE FIXED ASSETS NECESSARY FOR THE OPERATION OF THE
BUSINESS ARE IN OPERATING CONDITION (NORMAL WEAR AND TEAR EXCEPTED).
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(D)
SELLERS HAVE THE POWER AND RIGHT TO SELL, ASSIGN, TRANSFER, CONVEY
AND DELIVER THE PURCHASED ASSETS TO BUYER PURSUANT TO THIS AGREEMENT.
FOLLOWING
THE CONSUMMATION OF THE TRANSACTION AND THE EXECUTION OF THE INSTRUMENTS OF
TRANSFER CONTEMPLATED BY THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, BUYER WILL
OWN, WITH GOOD AND VALID TITLE TO, OR OTHERWISE ACQUIRE THE INTERESTS OF SELLERS
IN, THE PURCHASED ASSETS, FREE AND CLEAR OF ANY LIENS, OTHER THAN THE PERMITTED
LIENS.
3.9
Intellectual Property.
(A)
TO THE KNOWLEDGE OF SELLERS, OTHER THAN THE BUSINESS INTELLECTUAL
PROPERTY LICENSED BY SELLERS TO BUYER UNDER THE INTELLECTUAL PROPERTY LICENSE
AGREEMENT ("LICENSED INTELLECTUAL PROPERTY"), NO LICENSE OF BUSINESS
INTELLECTUAL PROPERTY FROM SELLER TO BUYER IS REQUIRED FOR THE ORDINARY
DAY-TO-DAY CONDUCT OF THE BUSINESS BY BUYER.
(B)
TO THE KNOWLEDGE OF SELLERS, EXCEPT AS SET FORTH IN SECTION 3.9 OF
THE SELLER DISCLOSURE LETTER, THE MANUFACTURING PROCESSES