Circuit City 2007 Annual Report Download - page 93

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3.5
Commitments . Section 3.5 of the Seller Disclosure Schedule lists (i) any Contract by the Seller or the Internet Seller
Group gra nting to any person a first-refusal, first-offer or other right to purchase or acquire or assume, directly or indirectly, the Transferred
Internet Business or any of the Purchased Internet Assets, (ii) any Assigned Material Commitment under which any party thereto is in default
which default is material to the Purchased Internet Assets or the Transferred Internet Business and (iii) any Assigned Material Commitment
under which a breach would occur, and any Lien that would be created, due to the execution and delivery by the Seller of this Agreement or the
consummation by the Seller of the transactions contemplated hereby.
3.6
Intellectual Property . (a) Section 3.6(a) of the Seller Disclosure Schedule sets forth a list of (i) all Intellectual Property
owned by the Seller and the Internet Seller Group and relating to the Transferred Internet Business that is filed or registered with the United
States Patent and Trademark Office, the United States Copyright Office, or the Trademark, Patent or Copyright office (or other Intellectual
Property registration authority) of a state in the United States, any country or any other jurisdiction; and (ii) all Domain Names owned by the
Seller and the Internet Seller Group and relating to the Transferred Internet Business; (collectively with any material unregistered Trademarks
and Copyrights owned by the Seller and the Internet Seller Group and relating to the Transferred Internet Business, the “ Seller Owned
Intellectual Property ”). The Internet Seller Group does not own any issued Patents or applications therefor.
(b)
There are no material Contracts pursuant to which any third party is authorized to use any Seller Owned Intellectual
Property, including without limitation licenses of Software and except as otherwise set forth on Section 3.6(b) of the Seller Disclosure Schedule,
there are no material Contracts pursuant to which the Seller or the Internet Seller Group is licensed to use Intellectual Property owned by a third
party and relating to the Transferred Internet Business including without limitation licenses of Software (but not including generally available
“off-the-shelf” software) (the “ Third Party Licenses ”; the Intellectual Property licensed pursuant to the Third Party Licenses together with the
Seller Owned Intellectual Property, collectively the “ Seller Intellectual Property ”). To the Knowledge of the Seller, each of the Third Party
Licenses is valid and enforceable against the Seller and the other party or parties thereto, in accordance with its terms. To the Knowledge of the
Seller, neither the Seller nor any member of the Internet Seller Group is in default in the performance, observance or fulfillment of any material
obligation, covenant or condition contained in any Third Party License.
(c)
E xcept as set forth on Section 3.6(c) of the Seller Disclosure Schedule:
(i)
Seller and the Internet Seller Group owns or is otherwise authorized or licensed to use all Seller Intellectual
Property. The Seller Intellectual Property is all Intellectual Property necessary for the conduct of the Transferred Internet Business as presently
conducted, and is sufficient in all material respects for the conduct of such Transferred Internet Business.
(ii)
To the Knowledge of the Seller, no Person is infringing upon, misappropriating, or otherwise violating the Seller
Intellectual Property. To the Knowledge of the Seller, the use of the Seller Intellectual Property in connection with the operation of the
Transferred Internet Business as presently conducted does not conflict with, infringe upon or
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