IP EXCEPT TO THE EXTENT SUCH RIGHTS ARE
TRANSFERRED TO THE COMPANY;
(VII)
THERE EXISTS NO RESTRICTION ON THE USE OF THE
BUSINESS IP, OR ON THE TRANSFER OF ANY RIGHTS OF IN AND TO ANY OF THE BUSINESS
IP, AND THE COMPANY HAS THE RIGHT TO USE EACH ITEM OF BUSINESS IP WITHOUT
OBLIGATIONS TO THIRD PARTIES;
(VIII)
TO MGPI'S KNOWLEDGE, THE CONDUCT OF THE BUSINESS
AND THE OWNERSHIP, PRODUCTION, PURCHASE, SALE, LICENSING AND USE OF THE
COMPANY'S PRODUCTS (IN THE MANNER THE COMPANY ANTICIPATES CONDUCTING AND
OPERATING THE BUSINESS) WILL NOT CONTRAVENE, CONFLICT WITH, VIOLATE OR INFRINGE
UPON ANY INTELLECTUAL PROPERTY OF A THIRD PERSON OR THE TERMS OF ANY LICENSE
WITH RESPECT THERETO, AND NO PROPRIETARY INFORMATION OR TRADE SECRET INCLUDED IN
THE CONTRIBUTED ASSETS HAS BEEN MISAPPROPRIATED BY MGPI FROM ANY THIRD PERSON;
AND
17
(IX)
THE BUSINESS IP AND THE PRODUCTS OF THE
BUSINESS ARE NOT SUBJECT TO A CURRENT CLAIM OF INFRINGEMENT, INTERFERENCE OR
UNFAIR COMPETITION OR OTHER SIMILAR CLAIM AND, TO MGPI'S KNOWLEDGE, THE BUSINESS
IP IS NOT BEING INFRINGED UPON OR VIOLATED BY ANY THIRD PERSON.
3.10.
LABOR RELATIONS; COMPLIANCE.
EXCEPT AS SET FORTH
ON PART 3.10 OF THE DISCLOSURE LETTER, SINCE JANUARY 1, 2008 MGPI HAS NOT BEEN
OR NOR IS A PARTY TO ANY COLLECTIVE BARGAINING OR OTHER LABOR CONTRACT NOR IS
MGPI A SUCCESSOR TO ANY SUCH CONTRACT OR ANY OTHER LABOR OBLIGATION OR LIABILITY
REQUIRED BY LAW OR OTHERWISE. EXCEPT AS SET FORTH ON PART 3.10 OF THE DISCLOSURE
LETTER, SINCE JANUARY 1, 2008, THERE HAS NOT BEEN, AND THERE IS NOT PRESENTLY
PENDING OR EXISTING, (A) ANY STRIKE, SLOWDOWN, PICKETING, WORK STOPPAGE, OR
EMPLOYEE GRIEVANCE PROCESS, (B) ANY PROCEEDING AGAINST OR AFFECTING MGPI (WITH
RESPECT TO THE BUSINESS) RELATING TO THE ALLEGED VIOLATION OF ANY LEGAL
REQUIREMENT PERTAINING TO LABOR RELATIONS OR EMPLOYMENT MATTERS, INCLUDING ANY
CHARGE OR COMPLAINT FILED BY AN EMPLOYEE OR UNION WITH THE NATIONAL LABOR
RELATIONS BOARD, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, FEDERAL DEPARTMENT
OF LABOR (WAGE AND HOUR), OFFICE OF FEDERAL CONTRACT COMPLIANCE PROGRAMS
(AFFIRMATIVE ACTION/EQUAL OPPORTUNITY), OR ANY COMPARABLE GOVERNMENTAL BODY,
ORGANIZATIONAL ACTIVITY, OR OTHER LABOR OR EMPLOYMENT DISPUTE AGAINST OR
AFFECTING MGPI, OR (C) ANY APPLICATION FOR CERTIFICATION OF A COLLECTIVE
BARGAINING AGENT. MGPI IS NOT LIABLE FOR THE PAYMENT OF ANY COMPENSATION,
DAMAGES, TAXES, FINES, PENALTIES, OR OTHER AMOUNTS, HOWEVER DESIGNATED, FOR
FAILURE TO COMPLY WITH ANY LEGAL REQUIREMENTS RELATED TO EMPLOYMENT MATTERS.
3.11.
BROKERS OR FINDERS.
EXCEPT FOR THE FEES OF BMO
CAPITAL TO BE PAID BY MGPI, MGPI HAS NOT INCURRED ANY OBLIGATION OR LIABILITY,
CONTINGENT OR OTHERWISE, FOR BROKERAGE OR FINDERS' FEES OR AGENTS' COMMISSIONS
OR OTHER SIMILAR PAYMENT IN CONNECTION WITH THIS AGREEMENT.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to MGPI as follows:
4.1.
DUE ORGANIZATION; EXISTENCE; GOOD STANDING;
ENFORCEABILITY.
(A)
THE COMPANY IS A LIMITED LIABILITY COMPANY
DULY FORMED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE STATE
OF DELAWARE.
THE COMPANY IS