KNOWLEDGE
OF THE SELLERS, NO SUCH ACTION IS THREATENED WITH RESPECT TO ANY OF SUCH
ACQUIRED TRADEMARKS.
ALL ACQUIRED TRADEMARKS HAVE BEEN IN CONTINUOUS USE BY THE
SELLERS SINCE THEY WERE FIRST USED BY THE SELLERS.
TO THE KNOWLEDGE OF THE
SELLERS, THERE HAS BEEN NO PRIOR USE OF SUCH ACQUIRED TRADEMARKS BY ANY PERSON
WHICH WOULD CONFER UPON SUCH PERSON SUPERIOR RIGHTS IN SUCH TRADEMARKS; AND THE
REGISTERED ACQUIRED TRADEMARKS HAVE BEEN CONTINUOUSLY USED IN THE FORM APPEARING
IN, AND IN CONNECTION WITH THE GOODS AND SERVICES LISTED IN, THEIR RESPECTIVE
REGISTRATION CERTIFICATES OR IDENTIFIED IN THEIR RESPECTIVE PENDING
APPLICATIONS.
NO PATENT INCLUDED IN THE BUSINESS INTELLECTUAL PROPERTY HAS BEEN
OR IS NOW INVOLVED IN ANY LITIGATION, INTERFERENCE, REISSUE, RE-EXAMINATION OR
OPPOSING PROCEEDING.
NO COPYRIGHT REGISTRATION OR COPYRIGHTABLE WORK INCLUDED
IN THE BUSINESS INTELLECTUAL PROPERTY HAS BEEN OR IS NOW INVOLVED IN ANY
ACTION.
TO THE KNOWLEDGE OF THE SELLERS, THERE ARE NO POTENTIALLY CONFLICTING
TRADEMARKS OR POTENTIALLY INTERFERING PATENTS OF ANY THIRD PARTY.
11
(B)
SECTION 3.12(B) OF THE DISCLOSURE SCHEDULE SETS FORTH A COMPLETE
AND ACCURATE LIST OF ALL LICENSE AGREEMENTS GRANTING ANY RIGHT TO USE OR
PRACTICE ANY RIGHTS UNDER ANY BUSINESS INTELLECTUAL PROPERTY ("LICENSED
INTELLECTUAL PROPERTY"), WHETHER A SELLER IS THE LICENSEE OR LICENSOR
THEREUNDER, AND ANY ASSIGNMENTS, CONSENTS, FORBEARANCES TO SUE, JUDGMENTS,
ORDERS, SETTLEMENTS, INDEMNIFICATION OR SIMILAR OBLIGATIONS RELATING TO ANY
LICENSED INTELLECTUAL PROPERTY TO WHICH A SELLER IS A PARTY OR OTHERWISE BOUND
(COLLECTIVELY, THE "LICENSE AGREEMENTS"), INDICATING FOR EACH THE TITLE, THE
PARTIES, DATE EXECUTED, WHETHER OR NOT IT IS EXCLUSIVE AND THE LICENSED
INTELLECTUAL PROPERTY COVERED THEREBY.
THE LICENSE AGREEMENTS ARE VALID AND
BINDING OBLIGATIONS OF THE APPLICABLE SELLER PARTY THERETO AND, TO THE KNOWLEDGE
OF THE SELLERS, OF EACH OTHER PARTY THERETO ENFORCEABLE IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS, AND NEITHER SUCH SELLER NOR, TO THE KNOWLEDGE OF THE SELLERS,
THE OTHER PARTY OR PARTIES THERETO IS OR ARE IN DEFAULT THEREUNDER AND THERE
EXISTS NO EVENT, CONDITION OR OCCURRENCE WHICH (WITH OR WITHOUT DUE NOTICE OR
LAPSE OF TIME, OR BOTH) WOULD CONSTITUTE SUCH A DEFAULT BY THE SELLERS OR, TO
THE KNOWLEDGE OF THE SELLERS, THE OTHER PARTY OR PARTIES THERETO OF ANY OF THE
FOREGOING.
NO CONSENT OF, OR NOTICE TO, ANY PERSON IS REQUIRED UNDER ANY
LICENSE AGREEMENT AS A RESULT OF OR IN CONNECTION WITH, AND THE TERMS OR
ENFORCEABILITY OF ANY LICENSE AGREEMENT WILL NOT BE AFFECTED IN ANY MANNER BY,
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT OR ANY TRANSACTION
DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
(C)
THE BUSINESS INTELLECTUAL PROPERTY CONSTITUTES ALL OF THE
INTELLECTUAL PROPERTY (OTHER THAN THE INTELLECTUAL PROPERTY THAT CONSTITUTE
SELLERS' ASSETS) USED IN THE CONDUCT OF THE BUSINESS AS CURRENTLY CONDUCTED.
(D)
NO ROYALTIES, HONORARIA OR OTHER FEES ARE PAYABLE TO ANY THIRD
PARTIES FOR THE USE OF OR RIGHT TO USE ANY BUSINESS INTELLECTUAL PROPERTY EXCEPT
PURSUANT TO THE LICENSE AGREEMENTS SET FORTH IN SECTION 3.12(D) OF THE
DISCLOSURE SCHEDULE.
ALL INVENTIONS, DISCOVERIES,