OCCUPANCY HAVE BEEN ISSUED FOR THE IMPROVEMENTS ON THE OWNED
REAL PROPERTY, AND SELLERS HAVE ALL NECESSARY LICENSES, APPROVALS AND PERMITS
FOR THE EXISTING USE OF THE OWNED REAL PROPERTY.
(C)
SCHEDULE 5.1.14(C) SETS FORTH A LIST OF ALL
REAL PROPERTY ASSETS LEASED BY EACH SELLER (THE "LEASED REAL PROPERTY").
EACH
SELLER IS A TENANT OR POSSESSOR IN GOOD STANDING THEREUNDER (WITH A RIGHT OF
QUIET ENJOYMENT THEREIN) AND ALL RENTS DUE UNDER SUCH LEASES HAVE BEEN PAID.
NO
SELLER NOR, TO THE KNOWLEDGE OF SUCH SELLER, ANY OTHER PARTY TO ANY SUCH LEASE
IS IN DEFAULT OR BREACH (WITH OR WITHOUT DUE NOTICE OR LAPSE OF TIME OR BOTH) IN
ANY MATERIAL RESPECT UNDER THE TERMS OF ANY SUCH LEASE.
EACH SELLER IS IN
PEACEFUL AND UNDISTURBED POSSESSION OF THE SPACE AND/OR ESTATE UNDER EACH LEASE
OF WHICH IT IS A TENANT.
NO SELLER HAS RECEIVED ANY NOTICE OF ANY
APPROPRIATION, CONDEMNATION OR LIKE PROCEEDING, OR OF ANY VIOLATION OF ANY
APPLICABLE ZONING LAW OR ORDER RELATING TO OR AFFECTING THE LEASED REAL
PROPERTY, AND TO SUCH SELLER'S KNOWLEDGE, NO SUCH PROCEEDING HAS BEEN THREATENED
OR COMMENCED.
TO EACH SELLER'S KNOWLEDGE, EACH ITEM OF LEASED REAL PROPERTY HAS
ADEQUATE UTILITIES (AS HEREINAFTER DEFINED) OF A CAPACITY AND CONDITION TO SERVE
ADEQUATELY SUCH LEASED REAL PROPERTY (WITH DUE REGARD FOR THE USE TO WHICH SUCH
LEASED REAL PROPERTY IS PRESENTLY BEING PUT).
FOR PURPOSES OF THIS AGREEMENT,
THE TERM "UTILITIES" MEANS ALL OF THE FOLLOWING: WATER DISTRIBUTION AND SERVICE
FACILITIES; SANITARY SEWERS AND ASSOCIATED INSTALLATIONS; STORM SEWERS; STORM
RETENTION PONDS AND OTHER DRAINAGE FACILITIES; ELECTRICAL DISTRIBUTION AND
SERVICE FACILITIES; TELEPHONE, AND SIMILAR COMMUNICATION FACILITIES; HEATING,
VENTILATING, COOLING AND AIR CONDITIONING SYSTEMS AND FACILITIES; NATURAL GAS
DISTRIBUTION AND SERVICE FACILITIES; FIRE PROTECTION FACILITIES; GARBAGE
COMPACTION AND COLLECTION FACILITIES; AND ALL OTHER UTILITY LINES, CONDUIT,
PIPES, DUCTS, SHAFTS, EQUIPMENT, APPARATUS AND FACILITIES.
22
(D)
THE TANGIBLE PROPERTY COMPRISING THE
PURCHASED ASSETS IS IN ALL MATERIAL RESPECTS IN GOOD REPAIR AND OPERATING
CONDITION (SUBJECT TO NORMAL MAINTENANCE REQUIREMENTS AND NORMAL WEAR AND TEAR
EXCEPTED).
(E)
THE PURCHASED ASSETS CONSTITUTE ALL OF THE
ASSETS USED IN CONNECTION WITH THE BUSINESS AND ARE ADEQUATE TO CONDUCT THE
BUSINESS AS CURRENTLY CONDUCTED.
5.1.15.
INTELLECTUAL PROPERTY.
(A)
SCHEDULE 5.1.15(A) SETS FORTH A
LIST OF ALL LEADER INTELLECTUAL PROPERTY RIGHTS WHICH ARE OWNED BY ANY SELLER OR
WHICH SUCH SELLER IS A LICENSOR OR LICENSEE, AND ALL MATERIAL LICENSES,
SUBLICENSES AND OTHER WRITTEN AGREEMENTS AS TO WHICH SUCH SELLER OR ANY OF ITS
AFFILIATES IS A PARTY AND PURSUANT TO WHICH ANY PERSON IS AUTHORIZED TO USE SUCH
LEADER INTELLECTUAL PROPERTY RIGHT, INCLUDING THE IDENTITY OF ALL PARTIES
THERETO.
(B)
EXCEPT AS DISCLOSED IN SCHEDULE 5.1.15(B),
(I) THE CONDUCT OF THE BUSINESS BY EACH SELLER AS CURRENTLY CONDUCTED DOES NOT
INFRINGE UPON ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, AND THERE IS
NO CLAIM, SUIT, ACTION OR PROCEEDING THAT IS EITHER PENDING OR, TO THE KNOWLEDGE
OF SUCH SELLER, THREATENED, THAT, IN EITHER CASE, INVOLVES A