PURCHASED ASSETS OR THE FACILITY.
7.08
TITLE TO REAL PROPERTY.
SELLER HAS GOOD AND INDEFEASIBLE TITLE TO
THE REAL PROPERTY AND A VALID AND SUBSISTING LEASEHOLD ESTATE TO THE PROPERTIES
OTHER THAN THE REAL PROPERTY, FREE AND CLEAR OF ALL LIENS, EXCEPT FOR THE
PERMITTED REAL ESTATE EXCEPTIONS.
7.09
TITLE TO PURCHASED ASSETS.
SELLER HAS GOOD AND MARKETABLE TITLE TO
ALL THE MATERIAL PURCHASED ASSETS CONSISTING OF TANGIBLE PERSONAL PROPERTY OWNED
BY SELLER AND VALID AND SUBSISTING LEASES WITH RESPECT TO ALL OF THE MATERIAL
PURCHASED ASSETS CONSISTING OF TANGIBLE PERSONAL PROPERTY LEASED BY SELLER.
ALL
SUCH OWNED TANGIBLE PERSONAL PROPERTY IS OWNED FREE AND CLEAR OF ALL LIENS,
EXCEPT: (A) AS SET FORTH IN SCHEDULE 7.09; (B) LIENS FOR TAXES AND ASSESSMENTS
NOT YET PAYABLE; (C) LIENS SECURING OR RELATING TO LIABILITIES OR OBLIGATIONS
WHICH ARE TO BE ASSUMED BY PURCHASER PURSUANT TO THIS AGREEMENT OR THE
ASSUMPTION AGREEMENT; AND (D) IMPERFECTIONS OF TITLE, LIENS, CLAIMS AND OTHER
CHARGES AND ENCUMBRANCES THE EXISTENCE OF WHICH WOULD NOT MATERIALLY IMPAIR THE
VALUE OR UTILITY OF SUCH PROPERTY.
7.10
INTELLECTUAL PROPERTY.
(A) EXCEPT AS SET FORTH IN SCHEDULE 7.10,
TO SELLER'S KNOWLEDGE THERE HAS NOT BEEN IN THE PAST SIX (6) YEARS, NOR IS THERE
CURRENTLY, ANY INFRINGEMENT OR MISAPPROPRIATION ARISING OUT OF THE CONSTRUCTION,
OPERATION, MAINTENANCE, REPAIR, MODIFICATION, OR OTHER ACTIVITIES AT OR RELATING
TO THE FACILITY OF ANY PATENTS, TRADEMARKS, SERVICE MARKS, TRADE NAMES,
COPYRIGHT, OR TRADE SECRETS OWNED OR CONTROLLED BY A THIRD-PARTY.
(b)
Except as set forth in Schedule 7.10, to Seller's knowledge there has not
been in the past six (6) years, nor is there currently, any claim or threatened
claim, that the operation, maintenance, repair, modification, or other
activities at or relating to the Facility infringe or misappropriate any
patents, trademarks, service marks, trade names, copyright, or trade secrets
owned or controlled by a third-party, nor has there been in the same period of
time, any request or demand that a license of any patents, trademarks, service
marks, trade names, copyright, or
27
trade secrets owned or controlled by a third-party is necessary to continue
operation, maintenance, repair, modification, or other activities at or relating
to the Facility.
7.11
LITIGATION.
EXCEPT AS SET FORTH IN SCHEDULE 7.11, (A) THERE ARE NO
ACTIONS, CLAIMS OR PROCEEDINGS PENDING AGAINST THE SELLER RELATING TO THE
FACILITY OR ANY OF THE PURCHASED ASSETS AT LAW OR IN EQUITY, BEFORE OR BY ANY
GOVERNMENTAL AUTHORITY, OR BY ANY OTHER PERSON, WHICH, INDIVIDUALLY OR IN THE
AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(B) THERE IS NO ACTION, CLAIM, PROCEEDING, ORDER, WRIT, JUDGMENT OR DECREE THAT
SEEKS TO RESTRAIN OR PROHIBIT OR RESTRAINS OR PROHIBITS THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR SEEKS TO IMPOSE OR IMPOSES ANY MATERIAL
LIMITATION OR RESTRICTION ON THE OPERATION OR MAINTENANCE OF THE PURCHASED
ASSETS OR THE SALE OR DELIVERY OF ELECTRIC POWER OR ANCILLARY SERVICES
THEREFROM.
7.12
COMPLIANCE WITH LAWS.
SELLER IS NOT IN MATERIAL VIOLATION (AND