HAS NOT
ASSERTED OR THREATENED ANY ACTION AGAINST (I) ANY PERSON BASED UPON ANY
INTELLECTUAL PROPERTY RELATED TO THE BUSINESS OR (II) ANY INTELLECTUAL PROPERTY
OWNED BY ANY OTHER PERSON.
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(E)
NO PERSON, OTHER THAN SELLER AND
ARCOTRONICS, IS AUTHORIZED TO USE ANY OF THE TRADEMARKS "KEMET", "CASTANET" AND
"ARCOTRONICS" OR, TO SELLER'S KNOWLEDGE, ANY OTHER INTELLECTUAL PROPERTY OWNED
BY SELLER, WITH RESPECT TO THE MANUFACTURE, MARKETING, DISTRIBUTION, USE,
IMPORTATION OR SALE OF WET TANTALUM CAPACITORS OR OTHERWISE IN COMPETITION WITH
ANY ASPECT OF THE BUSINESS EXCEPT AS SET FORTH ON SCHEDULE 3.07(E).
(F)
NO CONTRACT, AGREEMENT OR UNDERSTANDING
BETWEEN SELLER AND ANY PERSON EXISTS WHICH COULD IMPEDE OR PREVENT THE CONTINUED
USE BY SELLER OR, FOLLOWING THE CLOSING, BUYER IN AND TO THE TRANSFERRED
INTELLECTUAL PROPERTY OR WHICH COULD RESULT IN THE GRANT OF ANY RIGHTS THEREIN
TO ANOTHER PERSON.
NO REGISTERED OR ISSUED TRANSFERRED INTELLECTUAL PROPERTY
SET FORTH IN SCHEDULE 3.07 HAS, TO SELLER'S KNOWLEDGE, LAPSED, EXPIRED, OR BEEN
ABANDONED OR CANCELED, OR IS SUBJECT TO ANY PENDING OR THREATENED OPPOSITION,
CANCELLATION PROCEEDING BEFORE THE U.S. PATENT AND TRADEMARK OFFICE OR THE U.S.
COPYRIGHT OFFICE OR OTHER U.S. OR FOREIGN PROCEEDING.
(G)
TO THE KNOWLEDGE OF SELLER, ALL EMPLOYEES
AND INDEPENDENT CONTRACTORS OF SELLER WHO CREATED, PREPARED, DEVELOPED OR
CONCEIVED ANY INVENTIONS, DISCOVERIES, TRADE SECRETS, IDEAS OR WORKS OF
AUTHORSHIP, WHETHER OR NOT PATENTED OR PATENTABLE OR OTHERWISE PROTECTABLE UNDER
LAW, HAVE DULY ASSIGNED ALL OF THEIR RIGHTS THEREIN TO SELLER PURSUANT TO VALID
AND ENFORCEABLE WRITTEN AGREEMENTS.
(H)
SCHEDULE 3.07(H) LISTS ALL COMPUTER
SOFTWARE, CODE, PROGRAMS, DATABASES, AND COMPUTER SERVICES, OTHER THAN
COMMERCIALLY AVAILABLE OFF-THE-SHELF ITEMS COSTING LESS THAN $500 PER LICENSED
USER/COPY, WHICH ARE NECESSARY TO OPERATE THE EQUIPMENT.
SECTION 3.08.
LITIGATION.
EXCEPT AS SET FORTH IN
SCHEDULE 3.08, (I) NO ACTION IS PENDING OR, TO THE KNOWLEDGE OF SELLER,
THREATENED THAT QUESTIONS THE VALIDITY OF THIS AGREEMENT OR ANY ANCILLARY
AGREEMENT OR ANY ACTION TAKEN OR TO BE TAKEN IN CONNECTION WITH THIS AGREEMENT
OR ANY ANCILLARY AGREEMENT, OR WHICH SEEKS TO DELAY OR PREVENT THE CONSUMMATION
OF THE TRANSACTIONS BEING CONSUMMATED HEREBY OR THEREBY; (II) NO ACTION IS
PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED, THAT RELATE TO OR OTHERWISE
AFFECT ANY OF THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS;
AND (III) THERE ARE NO OUTSTANDING JUDGMENTS, WRITS, INJUNCTIONS, ORDERS,
DECREES OR SETTLEMENTS THAT APPLY, IN WHOLE OR IN PART, TO ANY OF THE
TRANSFERRED ASSETS, THE ASSUMED LIABILITIES, OR THE BUSINESS, THAT RESTRICT THE
OWNERSHIP OR USE OF ANY TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE
BUSINESS IN ANY WAY.
SECTION 3.09.
PERMITS; COMPLIANCE WITH LAWS.
(A)
ALL PERMITS REQUIRED WITH RESPECT TO THE
BUSINESS HAVE BEEN LEGALLY OBTAINED AND MAINTAINED AND ARE VALID AND IN FULL
FORCE AND EFFECT.
SELLER IS DULY LICENSED TO CONDUCT THE BUSINESS AS PRESENTLY
CONDUCTED IN ALL JURISDICTIONS IN WHICH THE BUSINESS IS CONDUCTED AND IS IN
COMPLIANCE WITH ALL OF THE TERMS AND CONDITIONS OF SUCH LICENSES.
THERE HAS
BEEN NO