COMMUNICATION FROM ANY PERSON ASSERTING ANY OWNERSHIP
INTEREST IN ANY SUCH INTELLECTUAL PROPERTY.
THE INTELLECTUAL PROPERTY OF SELLER
REFERRED TO IN CLAUSE (I) OF THE DEFINITION OF "ACQUIRED ASSETS" (OTHER THAN THE
"BLOUNT" TRADENAME AND THE ARGENTINA TRADEMARKS) CONSTITUTES ALL OF THE
INTELLECTUAL PROPERTY (OTHER THAN INTELLECTUAL PROPERTY OF ANY THIRD PARTIES)
NECESSARY TO OPERATE THE TARGET BUSINESS IN THE MANNER PRESENTLY OPERATED BY
SELLER.
(IV)
WITH RESPECT TO THE INTELLECTUAL PROPERTY SET
FORTH ON SECTION 3(K)(I) OF THE DISCLOSURE SCHEDULE, SELLER HAS DELIVERED OR
TRANSFERRED TO BUYER MATERIALLY CORRECT AND COMPLETE COPIES OF EVIDENCING
OWNERSHIP AND PROSECUTION (IF APPLICABLE) OF (A) EACH ISSUED PATENT (INCLUDING
UTILITY, MODEL AND DESIGN PATENTS, SUPPLEMENTARY PROTECTION CERTIFICATES,
CERTIFICATES OF INVENTION AND THE LIKE) AND REGISTERED TRADEMARK (INCLUDING
SERVICE MARKS) THAT HAS BEEN ISSUED TO SELLER, (B) EACH PENDING PATENT
APPLICATION (INCLUDING UTILITY, MODEL AND DESIGN PATENTS, SUPPLEMENTARY DESIGN
CERTIFICATES, CERTIFICATES OF INVENTION AND THE LIKE) AND EACH APPLICATION FOR
TRADEMARK AND SERVICE MARK REGISTRATION THAT SELLER HAS MADE AND (C) EACH
LICENSE, SUBLICENSE, AGREEMENT OR OTHER PERMISSION THAT SELLER HAS GRANTED TO
ANY THIRD PARTY.
(V)
SELLER'S PRESENT OPERATION OF THE TARGET
BUSINESS DOES NOT, AND THE CONTINUED OPERATION OF THE TARGET BUSINESS AS
PRESENTLY CONDUCTED WILL NOT, INTERFERE WITH, INFRINGE UPON, MISAPPROPRIATE OR
OTHERWISE COME INTO CONFLICT WITH ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS,
AND SELLER HAS RECEIVED NO NOTICE REGARDING ANY OF THE FOREGOING.
24
(L)
INVENTORY.
EACH ITEM OF INVENTORY (I) IS, SUBJECT TO INDUSTRY
STANDARDS, FREE OF ANY MATERIAL DEFECT OR DEFICIENCY, (II) IS IN GOOD, USABLE
AND CURRENTLY MARKETABLE CONDITION IN THE ORDINARY COURSE OF BUSINESS OF THE
TARGET BUSINESS (SUBJECT, IN THE CASE OF RAW MATERIALS AND WORK-IN-PROCESS, TO
THE COMPLETION OF THE PRODUCTION PROCESS) AND (III) IS REFLECTED ON THE
AUGUST 31, 2007 FINANCIAL STATEMENTS (SUBJECT TO SELLER'S OPERATION OF THE
TARGET BUSINESS IN THE ORDINARY COURSE OF BUSINESS SINCE AUGUST 31, 2007) AT THE
LESSER OF COST AND FAIR MARKET VALUE, WITH ADEQUATE OBSOLESCENCE RESERVES, ALL
AS DETERMINED IN ACCORDANCE WITH THE PAST PRACTICES OF THE TARGET BUSINESS.
EXCEPT AS SET FORTH ON SECTION 3(L) OF THE DISCLOSURE SCHEDULE, SINCE AUGUST 31,
2007, THERE HAVE NOT BEEN ANY WRITE-DOWNS OF THE VALUE OF, OR ESTABLISHMENT OF
ANY RESERVES AGAINST, ANY INVENTORY, EXCEPT FOR WRITE-DOWNS AND RESERVES IN THE
ORDINARY COURSE OF BUSINESS.
SECTION 3(L) OF THE DISCLOSURE SCHEDULE SETS FORTH
THE ACCURATE AMOUNT, IN UNITS, OF THE "FLEX" PRODUCTION ENGINES HELD BY SELLER.
TO THE EXTENT THAT, AFTER THE CLOSING, BUYER CONDUCTS THE TARGET BUSINESS AS IT
IS PRESENTLY CONDUCTED BY SELLER, THERE ARE NO FACTS OR CIRCUMSTANCES RELATING
TO ENGINES EMISSIONS COMPLIANCE THAT WOULD REASONABLY BE EXPECTED TO MATERIALLY
RESTRICT OR PREVENT PRODUCTION, SHIPMENT OR SALES OF PRIME PRODUCT DURING THE
PERIOD FROM THE DATE HEREOF UNTIL DECEMBER 31, 2008.
(M)
CONTRACTS.
SECTION 3(M)(I) OF THE DISCLOSURE SCHEDULE SETS FORTH A
COMPLETE AND ACCURATE LIST OF EACH OF THE FOLLOWING AGREEMENTS (WHETHER ORAL OR
WRITTEN), IN EACH CASE OTHER THAN ANY CUSTOMER PURCHASE