STUDY,
INQUIRY OR INVESTIGATION INVOLVING THE PLANT OR SELLER, BASED ON OR RELATED TO
ANY ENVIRONMENTAL LAW OR TO THE PRESENCE, MANUFACTURE, GENERATION, REFINING,
PROCESSING, DISTRIBUTION, USE, SALE, TREATMENT, RECYCLING, RECEIPT, STORAGE,
DISPOSAL, TRANSPORT, HANDLING, EMISSION, DISCHARGE, RELEASE OR THREATENED
RELEASE OF ANY HAZARDOUS MATERIALS.
(J)
THE PLANT AND ALL OF ITS CURRENT AND
PREVIOUS CONDITIONS ON AND USES OF, DO NOT CAUSE AND HAVE NOT CAUSED ANY
ENVIRONMENTAL, HEALTH, AND SAFETY LIABILITIES OR ANY OTHER LIABILITY TO BE
INCURRED BY SELLER UNDER ANY PRESENT AND FUTURE ENVIRONMENTAL LAW.
(K)
NO EXPENDITURE WILL BE REQUIRED IN ORDER
FOR SELLER OR THE COMPANY TO COMPLY WITH ANY ENVIRONMENTAL LAW IN EFFECT AT THE
TIME OF THE CLOSING IN CONNECTION WITH THE OPERATION OR CONTINUED OPERATION OF
THE PLANT IN A MANNER CONSISTENT WITH THE PRIOR, CURRENT OR ANTICIPATED
OWNERSHIP, USE, OR OPERATION THEREOF BY SELLER OR THE COMPANY.
3.11.
INTELLECTUAL PROPERTY
(A)
PART 3.11 OF THE DISCLOSURE LETTER
ACCURATELY DESCRIBES AND LISTS ALL (I) INTELLECTUAL PROPERTY OWNED BY THE
COMPANY AND (II) ALL INTELLECTUAL PROPERTY LICENSED BY THE COMPANY AND MATERIAL
TO THE BUSINESS (THE "BUSINESS IP").
(B)
EXCEPT AS SET FORTH IN PART 3.11 OF THE
DISCLOSURE LETTER:
(I)
THE COMPANY IS THE SOLE OWNER OF THE
BUSINESS IP IDENTIFIED AS OWNED BY IT, FREE AND CLEAR OF ALL LIENS EXCEPT AS
PROVIDED IN THE LOAN DOCUMENTS, AND ALL SUCH ITEMS ARE VALID AND SUBSISTING;
(II)
THE BUSINESS IP IS VALID AND ENFORCEABLE
AND ENCOMPASSES ALL INTELLECTUAL PROPERTY RIGHTS NECESSARY FOR THE OPERATION OF
THE BUSINESS AS PROPOSED TO BE CONDUCTED;
(III)
THE COMPANY (AND PRIOR TO THE CONTRIBUTION,
THE SELLER) AND, TO THE SELLER'S KNOWLEDGE, THE OWNERS OF THE BUSINESS IP
LICENSED TO THE COMPANY HAVE TAKEN ALL ACTIONS NECESSARY TO MAINTAIN AND PROTECT
THE BUSINESS IP;
(IV)
THERE HAS BEEN NO CLAIM MADE OR, TO THE
SELLER'S KNOWLEDGE, THREATENED AGAINST THE SELLER OR THE COMPANY ASSERTING THE
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INVALIDITY, MISUSE OR UNENFORCEABILITY OF ANY OF THE BUSINESS IP OR CHALLENGING
THE COMPANY'S (OR THE SELLER'S PRIOR TO THE CONTRIBUTION) RIGHT TO USE OR
OWNERSHIP OF ANY OF THE BUSINESS IP, AND THERE ARE NO VALID GROUNDS FOR ANY SUCH
CLAIM OR CHALLENGE;
(V)
NO LOSS OF ANY OF THE BUSINESS IP IS PENDING
OR, TO THE SELLER'S KNOWLEDGE, THREATENED;
(VI)
THE CONSUMMATION OF THE CONTEMPLATED
TRANSACTIONS WILL NOT ALTER, IMPAIR OR EXTINGUISH THE COMPANY'S RIGHTS IN AND TO
ANY OF THE BUSINESS IP, EXCEPT AS PROVIDED IN THE LOAN DOCUMENTS;
(VII)
THERE EXISTS NO RESTRICTION ON THE COMPANY'S USE
OF THE BUSINESS IP, OR ON THE TRANSFER OF ANY RIGHTS OF THE COMPANY IN AND TO
ANY OF THE BUSINESS IP, AND, EXCEPT AS PROVIDED IN THE LOAN DOCUMENTS OR THE
FOOD GRADE OFF-TAKE AGREEMENT, THE COMPANY HAS THE RIGHT TO USE EACH ITEM OF
BUSINESS IP WITHOUT OBLIGATIONS TO THIRD PARTIES;
(VIII)
TO SELLER'S KNOWLEDGE, THE CONDUCT OF THE BUSINESS
AND OPERATIONS OF THE COMPANY AND THE OWNERSHIP, PRODUCTION, PURCHASE, SALE,
LICENSING AND USE OF THE