BY ANY GOVERNMENTAL AUTHORITY,
ASSOCIATION OR OTHER PERSON HAVING JURISDICTION OVER THE LEASED BUSINESS REAL
PROPERTY WITH RESPECT TO ANY LEASED BUSINESS REAL PROPERTY OR PORTION THEREOF
THAT ARE DELINQUENT AND THERE IS NO PENDING OR, TO THE KNOWLEDGE OF THE SELLER,
THREATENED INCREASE OR SPECIAL ASSESSMENT OR REASSESSMENT OF ANY SUCH TAXES,
COSTS OR EXPENSES.
9.10.10
THE LEASED BUSINESS REAL PROPERTY IS NOT RESERVED FOR ANY PUBLIC
PURPOSE.
9.10.11
THE SELLER HAS RECEIVED ALL CONSENTS AND NO OBJECTION CERTIFICATES
(EACH, AN "NOC") REQUIRED FOR THE USE OF THE LEASED BUSINESS REAL PROPERTY FOR
INDUSTRIAL PURPOSES INCLUDING CHANGE OF LAND USE CERTIFICATES FROM THE
APPROPRIATE GOVERNMENTAL AUTHORITY, FACTORY CONSENTS, ENVIRONMENTAL CONSENTS,
CONSENTS FROM THE GRAM PANCHAYAT AND OTHER LOCAL STATUTORY AND MUNICIPAL BODIES
AS MAY BE REQUIRED FROM TIME TO TIME AND HAS PERFORMED ALL CONDITIONS IMPOSED BY
SUCH NOC'S AND CONSENTS AND THE NOC'S AND CONSENTS ARE VALID AND SUBSISTING.
9.10.12
THERE ARE NO PENDING PROCEEDINGS AGAINST THE SELLER OR ANY PERSON ON
BEHALF OF THE SELLER, BY ANY GOVERNMENTAL AUTHORITY WITH RESPECT TO THE USE OF
THE LEASED BUSINESS REAL PROPERTY OR ANY PART THEREOF FOR NON-AGRICULTURAL
PURPOSES, OR WITH RESPECT TO THE NON-PAYMENT OF CONVERSION FEES FOR
NON-AGRICULTURAL USE OR WITH RESPECT TO THE CONVERSION OF THE LEASED BUSINESS
REAL PROPERTY FROM AGRICULTURAL LAND TO NON-AGRICULTURAL LAND.
9.10.13
NO NOTICES ARE PENDING AGAINST THE SELLER OR ANY PERSON ON BEHALF OF
THE SELLER RELATING TO THE LEASED BUSINESS REAL PROPERTY EITHER FROM ANY
GOVERNMENTAL AUTHORITY UNDER THE PROVISIONS OF THE MUNICIPAL CORPORATION ACT,
THE EPIDEMIC DISEASES ACT, THE LAND ACQUISITION ACT, THE TOWN PLANNING ACT, THE
DEFENCE OF INDIA ACT, THE FACTORIES ACT, THE INDUSTRIAL DISPUTES ACT OR OTHER
APPLICABLE LAWS (INCLUDING ANY NOTICE FOR ACQUISITION OR REQUISITION OF THE
LEASED BUSINESS REAL PROPERTY OR ANY PART THEREOF).
9.10.14
ALL TAXES, OUTGOINGS AND ALL OTHER PAYMENTS DUE AND PAYABLE IN
RESPECT OF THE LEASED BUSINESS REAL PROPERTY, INCLUDING PROPERTY TAXES AND
ELECTRICITY AND WATER CHARGES, HAVE BEEN PAID IN FULL.
9.11
INTELLECTUAL PROPERTY
9.11.1
THE PURCHASED INTELLECTUAL PROPERTY, TOGETHER WITH THE RIGHTS
GRANTED TO THE PURCHASER PURSUANT TO CLAUSE 8.15, INCLUDES ALL MATERIAL RIGHTS
TO INTELLECTUAL PROPERTY OWNED BY THE SELLER OR ANY OF ITS AFFILIATES (THE
"OWNED INTELLECTUAL PROPERTY") FOR THE CONDUCT OF THE BUSINESS AS CONDUCTED AS
OF THE DATE OF THIS AGREEMENT.
69
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
9.11.2
THE SELLER OR ONE OF ITS AFFILIATES OWNS ALL RIGHT, TITLE AND
INTEREST IN AND TO OR OTHERWISE POSSESSES VALID RIGHTS IN THE PURCHASED
INTELLECTUAL PROPERTY.
TO THE SELLER'S KNOWLEDGE, THE PURCHASED INTELLECTUAL
PROPERTY SHALL NOT BE LOST, OR RENDERED LIABLE TO TERMINATION, BY VIRTUE OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
9.11.3
TO THE SELLER'S KNOWLEDGE, THE SELLER OR ITS AFFILIATES ARE THE SOLE
AND EXCLUSIVE OWNERS OF, AND HAVE VALID TITLE TO, FREE AND CLEAR OF ALL
ENCUMBRANCES (OTHER THAN