1990, AS AMENDED, AND ALL
INSURANCE REQUIREMENTS AFFECTING THE REAL PROPERTY (COLLECTIVELY, THE "REAL
PROPERTY LAWS"), AND THE CURRENT USE AND OCCUPANCY OF THE REAL PROPERTY AND
OPERATION OF TARGET'S BUSINESS THEREON DO NOT VIOLATE IN ANY MATERIAL RESPECT
ANY REAL PROPERTY LAWS.
TARGET HAS NOT RECEIVED ANY NOTICE OF VIOLATION OF ANY
REAL PROPERTY LAW AND, TO THE KNOWLEDGE OF ANY SELLER, THERE IS NO BASIS FOR THE
ISSUANCE OF ANY SUCH NOTICE OR THE TAKING OF ANY ACTION FOR SUCH VIOLATION.
(G)
ALL WATER, OIL, GAS, ELECTRICAL, STEAM, COMPRESSED AIR,
TELECOMMUNICATIONS, SEWER, STORM AND WASTE WATER SYSTEMS AND OTHER UTILITY
SERVICES OR SYSTEMS FOR THE REAL PROPERTY HAVE BEEN INSTALLED AND ARE
OPERATIONAL AND SUFFICIENT FOR THE OPERATION OF TARGET'S BUSINESS AS CURRENTLY
CONDUCTED THEREON.
(H)
ALL CERTIFICATES OF OCCUPANCY, PERMITS, LICENSES, FRANCHISES,
APPROVALS AND AUTHORIZATIONS (COLLECTIVELY, THE "REAL PROPERTY PERMITS") OF ALL
GOVERNMENTAL AUTHORITIES, BOARDS OF FIRE UNDERWRITERS, ASSOCIATIONS OR ANY OTHER
ENTITY HAVING JURISDICTION OVER THE REAL PROPERTY THAT ARE REQUIRED OR
APPROPRIATE TO USE OR OCCUPY THE REAL PROPERTY OR OPERATE TARGET'S BUSINESS AS
CURRENTLY CONDUCTED THEREON, HAVE BEEN ISSUED AND ARE IN FULL FORCE AND EFFECT.
THE REAL PROPERTY PERMITS ARE TRANSFERABLE TO BUYER WITHOUT THE CONSENT OR
APPROVAL OF THE ISSUING GOVERNMENTAL AUTHORITY OR ENTITY; NO DISCLOSURE, FILING
OR OTHER ACTION BY TARGET IS REQUIRED IN CONNECTION WITH SUCH TRANSFER; AND
BUYER SHALL NOT BE REQUIRED TO ASSUME ANY ADDITIONAL LIABILITIES OR OBLIGATIONS
UNDER THE REAL PROPERTY PERMITS AS A RESULT OF SUCH TRANSFER.
21
(I)
TARGET'S USE OR OCCUPANCY OF THE REAL PROPERTY OR ANY PORTION
THEREOF OR THE OPERATION OF TARGET'S BUSINESS AS CURRENTLY CONDUCTED THEREON IS
NOT DEPENDENT ON A "PERMITTED NON-CONFORMING USE" OR "PERMITTED NON-CONFORMING
STRUCTURE" OR SIMILAR VARIANCE, EXEMPTION OR APPROVAL FROM ANY GOVERNMENTAL
AUTHORITY.
(K)
THE CURRENT USE AND OCCUPANCY OF THE REAL PROPERTY AND THE
OPERATION OF TARGET'S BUSINESS AS CURRENTLY CONDUCTED THEREON DO NOT VIOLATE IN
ANY MATERIAL RESPECT ANY EASEMENT, COVENANT, CONDITION, RESTRICTION OR SIMILAR
PROVISION IN ANY INSTRUMENT OF RECORD OR OTHER UNRECORDED AGREEMENT AFFECTING
SUCH REAL PROPERTY.
4.13
INTELLECTUAL PROPERTY.
(A)
TARGET OWNS OR HAS THE RIGHT TO USE PURSUANT TO A VALID AND
ENFORCEABLE WRITTEN LICENSE ALL INTELLECTUAL PROPERTY NECESSARY FOR THE
OPERATION OF THE BUSINESS OF TARGET AS PRESENTLY CONDUCTED BY TARGET.
EACH ITEM
OF INTELLECTUAL PROPERTY OWNED OR USED BY TARGET IMMEDIATELY PRIOR TO THE
CLOSING WILL BE OWNED OR AVAILABLE FOR USE BY TARGET ON IDENTICAL TERMS AND
CONDITIONS IMMEDIATELY SUBSEQUENT TO THE CLOSING.
TARGET HAS TAKEN ALL
REASONABLE ACTION TO MAINTAIN AND PROTECT EACH ITEM OF INTELLECTUAL PROPERTY
THAT IT OWNS.
(B)
TARGET HAS NOT INFRINGED UPON OR MISAPPROPRIATED ANY INTELLECTUAL
PROPERTY RIGHTS OF THIRD PARTIES, AND NONE OF SELLERS AND THE MANAGERS AND
OFFICERS (AND EMPLOYEES WITH RESPONSIBILITY FOR INTELLECTUAL PROPERTY MATTERS)
OF TARGET HAS EVER RECEIVED ANY WRITTEN CHARGE, COMPLAINT, CLAIM, DEMAND, OR
NOTICE ALLEGING ANY SUCH INFRINGEMENT OR MISAPPROPRIATION (INCLUDING ANY CLAIM
THAT TARGET MUST LICENSE OR REFRAIN FROM USING ANY INTELLECTUAL PROPERTY