Supercuts 2008 Annual Report Download - page 154

(b) Except as set forth on the attached Intellectual Property Schedule , (i) there have been no claims made against the Company or any of
its Subsidiaries asserting the invalidity, misuse or unenforceability of any of the Intellectual Property Rights owned or used by the Company or
any of its Subsidiaries and, to the Company's knowledge, there is no basis for any such claim, (ii) neither the Company nor any Subsidiary has
received any notices of, and the Company has no knowledge of any facts which indicate a likelihood of, any infringement or misappropriation
by, or conflict with, any third party with respect to any Intellectual Property Rights (including any demand or request that the Company or any of
its Subsidiaries license any rights from a third party), (iii) the conduct of the Company's and its Subsidiaries' businesses has not infringed,
misappropriated or conflicted with and does not infringe, misappropriate or conflict with any Intellectual Property Rights of other Persons in any
material respect, and (iv) to the Company's knowledge, the Intellectual Property Rights owned by the Company or its Subsidiaries have not been
infringed, misappropriated or conflicted by other Persons. The transactions contemplated by this Agreement will not have a material adverse
effect on the Company's or any of its Subsidiaries' right, title or interest in and to the Intellectual Property Rights listed on the Intellectual
Property Schedule
and all of such Intellectual Property Rights shall be owned or available for use by the Company and its Subsidiaries on
identical terms and conditions immediately after the Closing other than Intellectual Property Rights relating to the name "Cameron Capital"
which, subject to Section 9.12, the Company and CC1 shall cease to use from and after Closing.
(c) Neither the Company nor its Subsidiaries, nor to the Company's knowledge any of their current or former employees is in violation of
any term of any employment contract, patent disclosure agreement, non-competition agreement or any restrictive covenant relating to the
employment of such person or to the use of trade secrets or the non-disclosure of proprietary information of others.
(d) The Intellectual Property Schedule sets forth a true, correct and complete list of all software owned by a Seller Party that was
developed by or for a Seller Party and used in the business of the Company or its Subsidiaries. The Intellectual Property Schedule sets forth a
true, correct and complete list of the material software owned by a third party that is licensed by any Seller Party and used in the business of the
Company or its Subsidiaries.
(e) For the purposes of this Section 5.12, references to the Company and its Subsidiaries shall exclude the Excluded Subsidiaries.
5.13 Litigation . Except as set forth on the attached Litigation Schedule , there are no (and, during the nineteen (19) months preceding
the date hereof, there have not been any material) actions, suits, proceedings (including any arbitration proceedings), orders, investigations or
claims pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries (or to the
Company's knowledge, pending or threatened against or affecting any of the officers, directors or employees of the Company or any of its
Subsidiaries with respect to their business activities on behalf of the Company or its Subsidiaries), or pending or threatened by the Company or
any of its Subsidiaries against any Person, at law or in equity, or before or by any governmental department, commission, board, bureau, agency
or instrumentality (including any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement).
Neither the Company nor any of its Subsidiaries is subject to any arbitration proceedings under collective bargaining agreements or otherwise or
any governmental investigations or inquiries; and, to the Company's knowledge, there is no reasonable basis for any of the foregoing. The
foregoing includes actions pending or threatened involving the prior employment of any of the Company's or its Subsidiaries' employees, their
use in connection with the Company's or its Subsidiaries' businesses of any information or techniques allegedly proprietary to any of their former
employers or their obligations under any agreements with prior employers. Neither the Company nor any of its Subsidiaries is subject to any
judgment, order or decree of any court or other governmental agency. There are no actions, suits, proceedings (including any arbitration
proceedings), orders, investigations or claims pending or, to Company's knowledge, threatened against or affecting Seller or the Company or any
of its Subsidiaries
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