FairPoint Communications 2005 Annual Report Download - page 161

conducted or required or necessary to permit SICC and each of the Subsidiaries to own their respective properties and to conduct their respective businesses as
presently conducted. To the Knowledge of SICC and each Shareholder, the use of the Intellectual Property by SICC and its Subsidiaries does not interfere
with, infringe upon, misappropriate or otherwise come into conflict with any patent, trademark, service mark, trade name, copyright, brand name, logo,
symbol or other intellectual property or proprietary information of any other Person, and to the Knowledge of SICC and each Shareholder, no other Person is
interfering with, infringing upon, misappropriating or otherwise coming into conflict with any Intellectual Property of SICC or its Subsidiaries.
(b) Except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the validity or value of
any Intellectual Property: (i) no Person or entity has given notice to SICC or its Subsidiaries, nor does SICC, its Subsidiaries or any Shareholder have
Knowledge of any reasonable basis to believe, that the use of any Intellectual Property that is necessary and material to the day-to-day operation of SICC or its
Subsidiaries (“Material Intellectual Property”) by SICC or its Subsidiaries or any licensee is infringing or has infringed any domestic or foreign patent,
trademark, service mark, trade name, or copyright or design right, or that SICC or its Subsidiaries has misappropriated or improperly used or disclosed any
trade secret, confidential information or know-how; and, (ii) the execution, delivery and performance of this Agreement and the Related Agreements by SICC
and the Shareholders and the consummation of the transactions contemplated hereby and thereby will not breach, violate or conflict with any instrument or
agreement concerning any Material Intellectual Property, will not cause forfeiture or termination or give rise to a right of forfeiture or termination of any of the
Material Intellectual Property or impair the right of Buyer to make, use, sell license or dispose of, or to bring any action for the infringement of, any Material
Intellectual Property.
(c) From and after Closing, SICC and its Subsidiaries will have the right to use all of the Intellectual Property and Material Intellectual
Property.
(d) Schedule 2.7 sets forth all of the Franchises, including the issuer and termination or expiration date of each. To the Knowledge of SICC
and each Shareholder, each of the Franchises was duly and validly issued by the issuer thereof in accordance with procedures that complied with all then-
existing requirements of applicable law. Each of the Franchises held by SICC and each of the Subsidiaries is in full force and effect, free of all Liens, except
Permitted Liens, and is not subject to any restrictions or conditions which, individually or in the aggregate, would materially impair the ability of SICC or any
of the Subsidiaries to own their respective properties or to carry on their respective businesses as presently conducted, and SICC and each of the Subsidiaries
is in material compliance with the terms thereof with no conflict with the valid rights of others that could materially affect or impair in any manner the
business, assets or condition, financial or otherwise, of SICC or any of the Subsidiaries. To the Knowledge of SICC and each Shareholder, no event has
occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any of the Franchises. No proceedings to revoke,
refuse, renew, modify or restrict the Franchises are pending or, to the Knowledge of SICC and each Shareholder, Threatened. SICC and each of the
Subsidiaries has timely and properly made all filings and reports required by the FCC, the ICC, the FAA and all other regulatory entities having jurisdiction
over them.
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