ITS OBLIGATIONS
SECURED BY SUCH SECURITY INTEREST.
PURSUANT TO THE REPOSSESSION, SELLER CAME
INTO LAWFUL POSSESSION OF THE PURCHASED ASSETS WITHOUT BREACHING THE PEACE IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND PURSUANT TO THE TERMS AND CONDITIONS OF
THE REPOSSESSION AGREEMENT.
THERE ARE NO PARTIES WITH THE RIGHT TO REDEEM THE
PURCHASED ASSETS (SPECIFICALLY INCLUDING, BUT NOT LIMITED TO ANY GUARANTORS OR
HOLDERS OF ANY LIENS).
EVERY ASPECT OF THE INTENDED SALE OF THE PURCHASED
ASSETS FROM SELLER TO BUYER IS COMMERCIALLY REASONABLE. SELLER HAS GIVEN LEGALLY
SUFFICIENT NOTICE OF THE SALE TO DRIVELINE AND TO ALL OTHER PARTIES THAT ARE
ENTITLED TO RECEIVE SUCH NOTICE.
(B)
SELLER IS THE SOLE AND ABSOLUTE OWNER OF THE
PURCHASED ASSETS AND HAS GOOD AND MARKETABLE TITLE TO AND THE RIGHT TO ASSIGN
AND CONVEY THE PURCHASED ASSETS FREE AND CLEAR OF ANY AND ALL LIENS OF ANY KIND
WHATSOEVER. SELLER'S OWNERSHIP OF THE PURCHASED ASSETS IS NOT SUBJECT TO ANY
PENDING OR, TO SELLER'S KNOWLEDGE, THREATENED CLAIM, DEFENSE, ACTION OR
PROCEEDING OF ANY OTHER PERSON.
AT CLOSING, SELLER WILL CONVEY TO BUYER, AND
BUYER UPON DELIVERY TO IT OF THE ASSIGNMENT AND OF THE BILL OF SALE BY SELLER AT
CLOSING WILL RECEIVE, ALL LEGAL AND BENEFICIAL TITLE IN AND TO ALL OF THE
PURCHASED ASSETS, FREE AND CLEAR OF ANY AND ALL LIENS THEREON OF ANY KIND
WHATSOEVER.
5
SECTION 5.4
NO INJUNCTIONS OR ORDERS.
SELLER IS NOT A PARTY TO ANY AGREEMENT, AND SELLER IS NOT SUBJECT TO NOR, TO THE
KNOWLEDGE OF SELLER, THREATENED WITH, ANY INJUNCTIONS OF ANY COURT OR ORDERS OF
ANY OTHER GOVERNMENTAL AUTHORITY WITH RESPECT TO THE PURCHASED ASSETS.
SECTION 5.5
LITIGATION. THERE IS NO SUIT,
ACTION, ADMINISTRATIVE PROCEEDING, ARBITRATION, GRIEVANCE OR OTHER PROCEEDING OR
GOVERNMENTAL INVESTIGATION PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED,
AGAINST SELLER WHICH INDIVIDUALLY OR IN THE AGGREGATE COULD ADVERSELY AFFECT THE
PURCHASED ASSETS.
SECTION 5.6
COMPLIANCE WITH LAWS. SELLER
HAS NOT RECEIVED ANY WRITTEN NOTICE CLAIMING IT IS IN VIOLATION OF, ANY ORDER,
LAW, ORDINANCE, STATUTE, RULE OR REGULATION APPLICABLE TO THE PURCHASED ASSETS
WHERE THE CONSEQUENCES OF SUCH VIOLATION WOULD HAVE AN ADVERSE EFFECT ON THE
PURCHASED ASSETS.
SECTION 5.7
BROKERS.
NO AGENT, BROKER,
INVESTMENT BANKER, OR OTHER PERSON ACTING ON BEHALF OF SELLER OR UNDER ITS
AUTHORITY IS OR WILL BE ENTITLED TO ANY BROKER'S OR FINDER'S FEE OR ANY OTHER
COMMISSION OR SIMILAR FEE, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
SECTION 5.8
INTELLECTUAL PROPERTY RIGHTS.
SELLER ACQUIRED THE INTELLECTUAL PROPERTY FROM DRIVELINE AND L & S MANUFACTURING
CORP. PURSUANT TO THE REPOSSESSION.
SELLER HAS NOT RECEIVED NOTICE FROM ANY
PERSON CLAIMING THAT ANY OPERATION, OR ACT, PRODUCT, TECHNOLOGY OR SERVICE
RELATING TO THE INTELLECTUAL PROPERTY INFRINGES OR MISAPPROPRIATES THE
INTELLECTUAL PROPERTY OF ANY PERSON, OR THAT DRIVELINE OR ANY OF ITS AFFILIATES
HAS ENGAGED IN UNFAIR COMPETITION OR TRADE PRACTICES UNDER THE LAWS OF ANY
RELEVANT JURISDICTION (NOR DOES THE SELLER HAVE KNOWLEDGE OF ANY BASIS
THEREFOR). SELLER IS