AND SELLER HAS NOT
WAIVED OR ASSIGNED TO ANY OTHER PERSON ANY OF ITS RIGHTS THEREUNDER. TRUE,
CORRECT AND COMPLETE COPIES OF ALL ASSIGNED CONTRACTS, INCLUDING ALL AMENDMENTS
OR SUPPLEMENTS THERETO, HAVE BEEN DELIVERED TO BUYER. ALL AMOUNTS DUE UP THROUGH
AND INCLUDING THE EFFECTIVE DATE UNDER EACH OF THE ASSIGNED CONTRACTS HAVE BEEN
PAID. NO ASSIGNED CONTRACT SHALL PROHIBIT OR LIMIT THE ABILITY OF SELLER TO
ENGAGE IN ANY BUSINESS ACTIVITY OR COMPETE WITH ANY PERSON IN CONNECTION WITH
THE BUSINESS AND/OR OTHER ACTIVITIES OF THE BUYER.
6.11
INVENTORY. THE INVENTORY IS CURRENT, IN GOOD AND MARKETABLE
CONDITION, IS GOOD QUALITY MATERIAL AND, EXCEPT WITH REGARD TO WORKS-IN-PROCESS,
RAW MATERIALS AND SUPPLIES, IS SALEABLE IN THE ORDINARY COURSE OF BUSINESS. THE
QUANTITIES OF INVENTORY ARE REASONABLE AND WARRANTED IN THE PRESENT
CIRCUMSTANCES OF THE BUSINESS. THE INVENTORY IS NOT OBSOLETE OR DAMAGED AND IS
MERCHANTABLE AND FIT FOR ITS PARTICULAR USE.
6.12
INTELLECTUAL PROPERTY. THE INTELLECTUAL PROPERTY INCLUDES ALL
INTELLECTUAL PROPERTY OWNED BY SELLER AND USED IN THE BUSINESS THAT IS,
INDIVIDUALLY OR IN THE AGGREGATE, MATERIAL TO THE BUSINESS. WITH RESPECT TO THE
INTELLECTUAL PROPERTY:
(A) NO INTERFERENCE ACTIONS OR OTHER JUDICIAL OR
ADVERSARY PROCEEDINGS, OR OTHER DISPUTES, CONCERNING SUCH INTELLECTUAL PROPERTY
ARE OUTSTANDING OR PENDING AND, TO SELLER'S KNOWLEDGE, NO SUCH ACTION OR
PROCEEDING IS THREATENED; (B) SELLER HAS THE RIGHT AND AUTHORITY TO USE SUCH
INTELLECTUAL PROPERTY IN CONNECTION WITH THE CONDUCT OF THE BUSINESS IN THE
MANNER PRESENTLY CONDUCTED AND HAS NOT RECEIVED NOTICE THAT SUCH USE CONFLICTS
WITH, INFRINGES UPON OR VIOLATES ANY RIGHTS OF ANY OTHER PERSON, FIRM OR
CORPORATION; AND (C) SELLER'S EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS WILL NOT INFRINGE UPON OR VIOLATE THE RIGHTS OF ANY OTHER
PERSON, FIRM OR CORPORATION.
6.13
PERSONAL PROPERTY LEASES. TRUE AND COMPLETE COPIES OF ALL PERSONAL
PROPERTY LEASES HAVE BEEN MADE AVAILABLE TO BUYER, INCLUDING ALL AMENDMENTS
SUPPLEMENTS AND MODIFICATIONS THEREOF. ALL PERSONAL PROPERTY LEASES ARE VALID,
BINDING AND ENFORCEABLE AGAINST SELLER AND, TO SELLER'S KNOWLEDGE, AGAINST THE
OTHER PARTIES THERETO, IN ACCORDANCE WITH THEIR RESPECTIVE TERMS AND THERE DOES
NOT EXIST UNDER ANY SUCH PERSONAL PROPERTY LEASE ANY DEFAULT OR ANY EVENT WHICH
WITH NOTICE OR THE LAPSE OF TIME OR BOTH WOULD CONSTITUTE A MATERIAL DEFAULT
THEREUNDER AGAINST SELLER, AND TO SELLER'S KNOWLEDGE, AGAINST THE OTHER PARTIES
THERETO.
6.14
TAXES. SELLER AND/OR LESLEY HAVE PAID ALL TAXES, INCLUDING FEDERAL,
STATE AND LOCAL INCOME, PROFITS, FRANCHISE, SALES, USE, PROPERTY, EXCISE,
PAYROLL, AND OTHER TAXES AND ASSESSMENTS (INCLUDING INTEREST AND PENALTIES)
RELATING TO OR FOR SELLER, THE ASSETS OR THE BUSINESS, IN EACH CASE TO THE
EXTENT THAT SUCH HAVE BECOME DUE AND ARE NOT BEING CONTESTED IN GOOD FAITH. NO
CLAIMS FOR ADDITIONAL TAXES HAVE BEEN ASSERTED AGAINST SELLER (OR LESLEY WITH
RESPECT TO THE BUSINESS) AND NO AUDITS ARE PENDING WITH RESPECT TO ANY TAX
LIABILITIES OF SELLER (OR LESLEY WITH RESPECT TO THE BUSINESS).
8
6.15
LABOR AND EMPLOYMENT MATTERS.
(A)
SELLER IS NOT PARTY TO