Supercuts 2008 Annual Report Download - page 153

(b) All of the contracts, leases, agreements and instruments set forth or required to be set forth on the Contracts Schedule are valid,
binding and enforceable in accordance with their respective terms against the Company or Subsidiary party thereto and, to the knowledge of the
Company, the other parties thereto (except as enforceability may be limited by laws relating to bankruptcy, insolvency, winding-up or other
similar laws affecting the enforcement of creditors' rights, and by general principles of equity). Except as set forth on the Contracts Schedule ,
(i) each of the Company and its Subsidiaries has performed all obligations required to be performed by it in all material respects and is not in
material default under or in material breach of nor in receipt of any claim of default or breach under any contract, lease, agreement or instrument
to which the Company or any of its Subsidiaries is subject; (ii) no event has occurred which with the passage of time or the giving of notice or
both would result in a material default, material breach or event of material noncompliance by the Company or any of its Subsidiaries under any
contract, lease, agreement or instrument to which the Company or any of its Subsidiaries is subject; (iii) neither the Company nor any of its
Subsidiaries has any present expectation or intention of not performing, in all material respects, all such obligations; and (iv) the Company does
not have knowledge of any material breach or anticipated material breach by the other parties to any contract, lease, agreement, instrument or
commitment to which they are parties. Except as set forth on the Contracts Schedule , there are no renegotiations of, attempts or requests to
renegotiate or outstanding rights to renegotiate, any terms of any of the agreements and instruments set forth or required to be set forth on the
Contracts Schedule .
(c) Buyer or its special counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and
agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached
Contracts Schedule , together with all amendments, waivers or other changes thereto.
5.12 Intellectual Property Rights.
(a) The attached Intellectual Property Schedule contains a complete and accurate list, in all material respects, of all (i) patented or
registered Intellectual Property Rights owned or, to the Company's knowledge, used by the Company or any of its Subsidiaries, and (ii) pending
patent applications and applications for other registrations of Intellectual Property Rights filed by or on behalf of the Company or any of its
Subsidiaries. The Company or one of its Subsidiaries owns and possesses all right, title and interest to, or has the right to use pursuant to a
license that is, to the knowledge of the Company, valid and enforceable, all material Intellectual Property Rights necessary for the operation of
the businesses of the Company and its Subsidiaries as presently conducted, free and clear of all Liens other than Permitted Liens. Without
limiting the generality of the foregoing, the Company or one of its Subsidiaries owns and possesses all right, title and interest in and to all
material Intellectual Property Rights necessary for the operation of the businesses of the Company and its Subsidiaries (x) created or developed
by the Company's and its Subsidiaries' employees, consultants or contractors or under the direction or supervision of the Company's and its
Subsidiaries' employees, consultants or contractors relating to the businesses of the Company and its Subsidiaries or to the research or
development conducted by or for the Company and its Subsidiaries or (y) embodied in any of the Company's or its Subsidiaries past or present
products or services, and no current or former employee, consultant or contractor has any valid claim of ownership, in whole or part, to any such
Intellectual Property Rights, or any valid right to use any such Intellectual Property Rights or derivative works thereof. For purposes of this
Section 5.13(a) , the term "derivative work" shall have the same meaning as provided in 17 U.S.C. § 101. The Company and each of its
Subsidiaries has taken all necessary steps to maintain the existing registrations and applications for the Intellectual Property Rights which it
owns.
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