OF THE OPERATING
SUBSIDIARIES IS SUBJECT TO ANY OUTSTANDING ORDER THAT RESTRICTS THE USE THEREOF
BY IT AND, TO THE SELLERS' KNOWLEDGE, NO THIRD PARTY HAS ASSERTED OR CLAIMED ANY
CHALLENGES TO, AND NO PROCEEDING IS PENDING OR IS THREATENED THAT CHALLENGES THE
LEGALITY, VALIDITY, ENFORCEABILITY, USE OR OWNERSHIP OF ANY INTELLECTUAL
PROPERTY RIGHT OWNED OR USED BY ANY OF THE COMPANY, DYNA GMBH OR, TO SELLERS'
KNOWLEDGE, ANY OF THE OPERATING SUBSIDIARIES AND THERE IS NO BASIS FOR SUCH
ASSERTION OR CLAIM.
4.8.4.
TO THE SELLERS' KNOWLEDGE, EACH OF THE
COMPANY, DYNA GMBH AND THE OPERATING
20
SUBSIDIARIES RESPECTIVELY OWN ALL INTELLECTUAL PROPERTY RIGHTS OR LICENSES
THEREOF NECESSARY OR DESIRABLE FOR THE OPERATION OF THEIR RESPECTIVE CURRENT
BUSINESSES AS PRESENTLY CONDUCTED AND AS PRESENTLY PROPOSED TO BE CONDUCTED
(OTHER THAN COMMERCIALLY AVAILABLE OFF-THE-SHELF SOFTWARE PURCHASED OR LICENSED
FOR LESS THAN A TOTAL COST OF EUR 1,000 (EURO ONE THOUSAND) IN THE AGGREGATE).
THIS APPLIES ESPECIALLY BUT IS NOT LIMITED TO THE RIGHT TO USE THE SOFTWARE
NECESSARY TO OPERATE THE RELEVANT RESPECTIVE BUSINESS.
4.9
COMPLIANCE WITH LAWS AND PERMITS
4.9.1.
EACH OF THE COMPANY, DYNA GMBH, TROISDORF GHG,
WÜRGENDORF GHG AND, TO SELLERS' KNOWLEDGE, THE OPERATING SUBSIDIARIES VALIDLY
HOLDS, OR TROISDORF GHG OR WÜRGENDORF GHG HOLDS ON ITS BEHALF, ALL GOVERNMENTAL
PERMITS, LICENSES, AUTHORIZATIONS AND CONSENTS THAT ARE REQUIRED BY ANY
COMPETENT AUTHORITY IN ORDER TO CONDUCT THE BUSINESSES OF SUCH DYNA GROUP
COMPANY AS PRESENTLY CONDUCTED (THE "GOVERNMENTAL PERMITS").
ALL GOVERNMENTAL
PERMITS HELD BY THE COMPANY, DYNA GMBH, TROISDORF GHG AND WÜRGENDORF GHG ARE
VALID AND IN FULL FORCE AND EFFECT.
EXCEPT AS DISCLOSED IN ANNEX 4.9.1, NO
GOVERNMENTAL PERMIT FOR THE OPERATIONS OF THE COMPANY, DYNA GMBH NOR, TO
SELLERS' KNOWLEDGE, EACH OPERATING SUBSIDIARY HAS BEEN CANCELLED OR REVOKED BY
ANY COMPETENT AUTHORITY AND NONE OF THE COMPANY, DYNA GMBH OR, TO SELLERS'
KNOWLEDGE, ANY OPERATING SUBSIDIARY HAS RECEIVED ANY NOTICE BY ANY SUCH
AUTHORITY THAT IT INTENDS TO CANCEL OR REVOKE ANY GOVERNMENTAL PERMIT.
TO THE
SELLERS' KNOWLEDGE, NO CIRCUMSTANCES EXIST THAT COULD RESULT IN A REVOCATION OR
LIMITATION OF THE GOVERNMENTAL PERMITS, INCLUDING, BUT NOT LIMITED TO, AS A
CONSEQUENCE OF THE IMPLEMENTATION OF THIS AGREEMENT OR OTHER CONTEMPLATED
TRANSACTIONS, OR THAT COULD LEAD TO THE IMPOSITION OF CONDITIONS TO THE
GOVERNMENTAL PERMITS.
4.9.2.
EACH OF THE COMPANY, DYNA GMBH AND, TO
SELLERS' KNOWLEDGE, THE SUBSIDIARIES CONDUCTS, AND HAS AT ALL TIMES DURING THE
LAST FIVE (5) YEARS CONDUCTED, ITS BUSINESS, IN ALL MATERIAL RESPECTS, IN
COMPLIANCE WITH LEGAL REQUIREMENTS APPLICABLE TO IT, THE CONDUCT OF ITS BUSINESS
OR THE OWNERSHIP OR USE OF ITS ASSETS OR PROPERTIES AND ALL GOVERNMENTAL PERMITS
IN SUCH JURISDICTIONS WHERE ANY OF SUCH DYNA GROUP COMPANIES CONDUCTS ITS
BUSINESS, IN EACH CASE AS IN EFFECT, ENFORCED AND CONSTRUED ON THE DATE HEREOF,
EXCEPT AS DISCLOSED IN ANNEX 4.9.1.
NONE OF THE COMPANY, DYNA GMBH OR, TO
SELLERS' KNOWLEDGE ANY OPERATING SUBSIDIARY NOR SELLER HAS RECEIVED ANY NOTICE
OF ANY VIOLATION OF ANY SUCH LEGAL REQUIREMENT OR GOVERNMENTAL PERMIT