THE PURCHASED BUSINESS OR (II) NECESSARY FOR THE CONDUCT OF THE PURCHASED
BUSINESS SUBSTANTIALLY AS CURRENTLY CONDUCTED AS OF THE DATE OF THIS AGREEMENT.
WITH RESPECT TO EACH COMPOSITE MARK WITHIN THE TRANSFERRED INTELLECTUAL PROPERTY
ASSETS ("APA COMPOSITE MARK"), SELLER OR ONE OF ITS SUBSIDIARIES' RIGHTS, TITLES
AND INTERESTS IN EACH SUCH APA COMPOSITE MARK ARE SET FORTH IN THE APPLICABLE
TRANSFERRED CONTRACT OR SHARED TRANSFERRED CONTRACT.
BY THE ASSIGNMENT OF
SELLER'S OR ONE OF ITS SUBSIDIARIES' RIGHTS, TITLES AND INTERESTS TO SUCH
TRANSFERRED CONTRACT OR SHARED TRANSFERRED CONTRACT, AS APPLICABLE, TO BUYER AT
THE CLOSING, BUYER SHALL ACQUIRE ALL OF SELLER'S OR ONE OF ITS SUBSIDIARIES'
RIGHTS, TITLES AND INTERESTS WITH RESPECT TO SUCH APA COMPOSITE MARK AND BUYER
WILL HAVE THE RIGHT TO USE SUCH APA COMPOSITE MARK IN THE MANNER USED BY SELLER
OR ITS SUBSIDIARIES IN CONNECTION WITH THE PURCHASED BUSINESS, SUBJECT TO THE
TERMS AND CONDITIONS OF THE APPLICABLE TRANSFERRED CONTRACT OR SHARED
TRANSFERRED CONTRACT.
3.17
MAJOR SPONSORS.
SCHEDULE 3.17 CONTAINS A COMPLETE AND ACCURATE
LIST OF THE TWENTY (20) LARGEST SPONSORS DURING THE TWELVE (12) MONTHS ENDED
DECEMBER 31, 2006 (MEASURED BY DOLLAR VOLUME, BASED UPON CASH COMPENSATION AND
SELLER'S GOOD FAITH ESTIMATE OF THE VALUE OF ANY NON-CASH COMPENSATION, VALUE OR
BENEFIT), LISTED IN ALPHABETICAL ORDER.
THE BOOKS AND RECORDS INCLUDE CURRENT
INFORMATION NECESSARY TO IDENTIFY ALL DIRECT SPONSORS, THEIR CONTACT
INFORMATION, AND THEIR PAST ADVERTISING PURCHASES FROM SELLER OR ANY OF ITS
SUBSIDIARIES RELATED TO THE PURCHASED BUSINESS.
3.18
INVENTORY.
SCHEDULE 3.18 LISTS ALL LOCATIONS WHERE THE INVENTORY
IS PHYSICALLY LOCATED.
NONE OF THE INVENTORY IS CONSIGNED TO, OR HELD ON
CONSIGNMENT FROM, ANY THIRD-PARTY, AND ALL SUCH INVENTORY WAS ACQUIRED AND HAS
BEEN STORED IN GOOD CONDITION AND MAINTAINED IN ACCORDANCE WITH THE REGULAR
BUSINESS PRACTICES OF SELLER AND CONSISTS OF NEW AND UNUSED ITEMS OF A QUALITY
AND QUANTITY SUBSTANTIALLY ALL OF WHICH IS USABLE OR SALEABLE IN THE ORDINARY
COURSE OF BUSINESS.
EXCEPT FOR ANY ITEMS OF OBSOLETE OR DAMAGED MATERIAL OR
MATERIAL BELOW STANDARD QUALITY, SUBSTANTIALLY ALL OF WHICH HAVE BEEN WRITTEN
DOWN TO NET REALIZABLE MARKET VALUE OR FOR WHICH ADEQUATE RESERVES HAVE BEEN
PROVIDED, AND, EXCEPT AS DESCRIBED IN SCHEDULE 3.18, THE PRESENT QUANTITIES OF
INVENTORY ARE SALEABLE IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH
THE AVERAGE LEVEL OF INVENTORY IN THE PAST TWELVE (12) MONTHS.
3.19
NO OTHER AGREEMENTS TO SELL ASSETS OR EQUITY.
EXCEPT AS SET FORTH
ON SCHEDULE 3.19, NEITHER SELLER NOR ANY OF ITS SUBSIDIARIES OR AFFILIATES HAS
ANY COMMITMENT OR LEGAL OBLIGATION, ABSOLUTE OR CONTINGENT, TO ANY OTHER PERSON,
OTHER THAN AS CONTEMPLATED BY THIS AGREEMENT, TO SELL, ASSIGN, TRANSFER OR
EFFECT A SALE OF THE PURCHASED BUSINESS OR THE PURCHASED
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ASSETS (OTHER THAN INVENTORY IN THE ORDINARY COURSE OF BUSINESS), TO SELL OR
EFFECT A SALE OF THE EQUITY INTERESTS IN SELLER OR ANY OF ITS SUBSIDIARIES, TO
EFFECT ANY MERGER, CONSOLIDATION, LIQUIDATION, DISSOLUTION OR OTHER
REORGANIZATION OF SELLER OR ANY OF ITS SUBSIDIARIES OR TO