HAS TAKEN ACTION IN RESPECT OF ANY LEASE OR THREATENED TO
TERMINATE ANY LEASE BEFORE THE EXPIRATION DATE
9
SPECIFIED IN SUCH LEASE.
EXCEPT AS SET FORTH ON SCHEDULE 2.9(B), THE COMPANY
AND THE SUBSIDIARY IS ENTITLED TO THE BENEFIT OF NON-DISTURBANCE AGREEMENTS THAT
WILL PERMIT IT TO CONTINUE TO OCCUPY ANY LEASED PROPERTY UNDER ITS EXISTING
LEASES IN THE EVENT OF A CHANGE IN OWNERSHIP OR FORECLOSURE UPON THE FEE
INTEREST IN SUCH LEASED PROPERTY.
(C)
THE LEASED REAL PROPERTY CONSTITUTE ALL
REAL PROPERTY CURRENTLY USED IN, THE CONDUCT OF THE BUSINESS, AND ARE ADEQUATE
TO CONDUCT THE OPERATIONS OF THE COMPANY AND THE SUBSIDIARIES AS CURRENTLY
CONDUCTED.
(D)
TO THE KNOWLEDGE OF THE SELLER, THERE IS NO
PENDING OR THREATENED CONDEMNATION, EXPROPRIATION OR SIMILAR PROCEEDING WITH
RESPECT TO ANY REAL PROPERTY OCCUPIED BY THE COMPANY OR THE SUBSIDIARY.
(E)
TO THE KNOWLEDGE OF THE SELLER, EACH REAL
PROPERTY OCCUPIED BY THE COMPANY OR THE SUBSIDIARY IS IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH ALL BUILDING, ZONING, SUBDIVISION, HEALTH, SAFETY AND
OTHER APPLICABLE LAWS AND REGULATIONS.
TO THE KNOWLEDGE OF THE SELLER, NONE OF
THE BUILDINGS, PLANT OR STRUCTURES ON THE LEASED PROPERTY IS IN NEED OF
MAINTENANCE OR REPAIRS EXCEPT FOR ORDINARY, ROUTINE MAINTENANCE AND REPAIRS THAT
ARE NOT MATERIAL.
TO THE KNOWLEDGE OF THE SELLER, ALL UTILITY SYSTEMS SERVING
THE LEASED PROPERTY ARE ADEQUATE FOR THE BUSINESS AS CURRENTLY CONDUCTED.
2.10.
PERSONAL PROPERTY, ETC.
THE COMPANY AND THE
SUBSIDIARY HAS GOOD TITLE TO OR A VALID LEASEHOLD OR LICENSE INTEREST IN EACH
ITEM OF PERSONAL PROPERTY USED BY IT IN THE BUSINESS (INCLUDING GOOD AND
MARKETABLE TITLE TO ALL ASSETS REFLECTED ON THE BALANCE SHEET, EXCEPT FOR
ACCOUNTS RECEIVABLE COLLECTED AND INVENTORY DISPOSED OF IN THE ORDINARY COURSE
SINCE THE BALANCE SHEET DATE), FREE AND CLEAR OF ANY SECURITY INTERESTS, LIENS,
RESTRICTIONS AND ENCUMBRANCES OF EVERY KIND, NATURE AND DESCRIPTION.
EXCEPT AS
SET FORTH ON SCHEDULE 2.10, THE ASSETS AND PROPERTIES OF THE COMPANY AND THE
SUBSIDIARY, TOGETHER WITH THE BENEFITS AND SERVICES PROVIDED UNDER THE
TRANSITION SERVICE AGREEMENTS, INCLUDE ALL ASSETS CURRENTLY USED IN THE CONDUCT
OF THE BUSINESS AND ARE ADEQUATE TO CONDUCT THE OPERATIONS OF THE COMPANY AND
THE SUBSIDIARY AS CURRENTLY CONDUCTED.
2.11.
INTELLECTUAL PROPERTY.
(A)
AS USED HEREIN "INTELLECTUAL PROPERTY"
MEANS ALL (I) PATENTS, PATENT APPLICATIONS, PATENT DISCLOSURES AND INVENTIONS,
(II) TRADEMARKS, SERVICE MARKS, TRADE DRESS, TRADE NAMES, LOGOS AND CORPORATE
NAMES (IN EACH CASE, WHETHER REGISTERED OR UNREGISTERED) AND REGISTRATIONS AND
APPLICATIONS FOR REGISTRATION THEREOF TOGETHER, TO THE EXTENT APPLICABLE, WITH
ALL OF THE GOODWILL ASSOCIATED THEREWITH, (III) COPYRIGHTS (REGISTERED OR
UNREGISTERED) AND REGISTRATIONS AND APPLICATIONS FOR REGISTRATION THEREOF,
(IV) COMPUTER SOFTWARE, DATA, DATA BASES AND DOCUMENTATION THEREOF, (V) TRADE
SECRETS AND OTHER CONFIDENTIAL INFORMATION (INCLUDING, WITHOUT LIMITATION,
IDEAS, FORMULAS, COMPOSITIONS, INVENTIONS (WHETHER PATENTABLE OR UNPATENTABLE
AND WHETHER OR NOT REDUCED TO PRACTICE), KNOW-HOW, MANUFACTURING AND PRODUCTION
PROCESSES AND TECHNIQUES, RESEARCH AND DEVELOPMENT INFORMATION, DRAWINGS,
SPECIFICATIONS, DESIGNS, PLANS, PROPOSALS, TECHNICAL DATA, COPYRIGHTABLE WORKS,
FINANCIAL AND MARKETING PLANS AND CUSTOMER AND