Disclosure Schedule 5 correctly and completely lists all Permits currently held by the Sellers. All Permits are in full force and binding upon the parties thereto, free and clear of any claims, Liens or Liabilities. There are no proceedings pending or, to the Sellers’ knowledge, threatened that seek the revocation, cancellation, suspension or adverse modification of the Permits. The Sellers have not violated any Permits and are in substantial compliance in all respects therewith. All Permits are renewable by the Sellers by their terms in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. The Sellers have not received notice to the effect that (i) the Sellers are not in compliance with, or are in a violation of, any Permit or (ii) any currently existing circumstances are likely to result in a failure of the Sellers to comply with, or in a violation by the Sellers of, any Permit. Based upon the Sellers’ reasonable business judgment, the Permits constitute all of the licenses, permits, approvals, franchises, registrations, authorizations, variances, waivers or consents deemed by the Sellers to be necessary for the conduct the Business as currently conducted, except for such licenses, permits, approvals, franchises, registrations, authorizations, variances, waivers or consents the absence of which would not reasonably be expected to have a Material Adverse Effect.
Disclosure Schedule 5. 7.1 contains a complete and accurate list of all Purchased CBU Trademarks and Purchased CBU Patents, with registration numbers and locations identified, as well as all applications for the foregoing, used exclusively in connection with the CBU Business. To Seller’s Knowledge, none of the Trademarks, Purchased CBU Patents or Other CBU Intellectual Property, nor the use thereof by Seller nor any activity of Seller in the conduct of the CBU Business, infringes on any other person’s intellectual property. To Seller’s Knowledge, all Purchased CBU Trademarks and Purchased CBU Patents have been properly registered or applied for, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current as of the Closing Date. There is no Proceeding pending or threatened in writing (or, to the Knowledge of Seller, orally) to challenge Seller’s right, title and interest with respect to its continued use or right to preclude others from using any Purchased CBU Trademarks, Purchased CBU Patents or Other CBU Intellectual Property.
Disclosure Schedule 5. 7.2 contains a complete and accurate list and summary description, including any royalties paid or received by Seller, and Seller has delivered to Buyer accurate and complete copies, of all Contracts relating to Purchased CBU Trademarks and Purchased CBU Patents. There are no outstanding disputes, disagreements, claims or Proceedings with respect to any such Contract, and, no such disputes, disagreements, claims or Proceedings with respect to any such Contract have been threatened in writing (or, to the Knowledge of Seller, orally).
Disclosure Schedule 5. 15 contains a true and complete list of all liability, property, workers’ compensation and other insurance policies currently in effect that insure the Assets or the CBU Business, or the employees of the CBU Business. Each such insurance policy is valid and binding and in full force and effect, all premiums due thereunder have been paid and Seller has not received any notice of cancellation or termination in respect of any such policy or default thereunder.
Disclosure Schedule 5. 11(a) lists (i) the record owner of each such item of Purchased Intellectual Property, (ii) the jurisdictions in which each such item of Purchased Intellectual Property has been issued or registered or in which any such application for issuance or registration has been filed and (iii) the registration or application date, as applicable.
Disclosure Schedule 5. 9(b) lists all Drag-Alongs or Tag-Alongs that, unless the Bankruptcy Court enters an Order providing that compliance with such Drag-Along or Tag-Along is not required, would be applicable to the sale of Assets by Sellers as contemplated by this Agreement.
Disclosure Schedule 5. 16 sets forth, as of the Execution Date, all unexpired authorities for expenditures relating to the Assets to drill or conduct other operations as to any Xxxxx or for other capital expenditures for which all of the activities anticipated in such authorities for expenditures or commitments have not been completed by the Execution Date and which each Seller reasonably anticipate will individually require expenditures by the owner of the Assets attributable to periods on or after the Execution Date in excess of One Hundred Thousand Dollars ($100,000.00) (net to Sellers’ collective Working Interests).
Disclosure Schedule 5. 18(d) sets forth those Contracts that are Assigned Leases and Interests that are being maintained in full force and effect by the payment of shut-in royalties or other payments in lieu of operations or production.
Disclosure Schedule 5. 24(a) includes a true and correct list of each Seller Benefit Plan. Each Seller Benefit Plan is, and has been, operated in accordance with its terms and with all applicable Laws including, if applicable, ERISA and the Code in all material respects.
Disclosure Schedule 5. 19(a) contains a list of the ten (10) largest customers, including distributors, of the Business, taken as a whole, for the twelve (12) months ended May 31, 2020 (determined on the basis of the total dollar amount of sales) (collectively, the “Major Customers”), showing the total dollar amount of gross sales to each such Major Customer during such period.
