INTELLECTUAL PROPERTY WARRANTIES AND REPRESENTATIONS. 3.4(a). Seller hereby represents and warrants to Buyer: 3.4(a)(i) At Closing, Seller will deliver free and clear of all liens, security interests, claims, restrictions, or other encumbrances, all of Seller's Intellectual Property, including, without limitation, the Scheduled Intellectual Property, provided, however, Seller shall obtain releases of such liens, security interests, claims, restrictions, or other encumbrances held by 4 <PAGE> Foothill Capital Corp. and Norwest Business Credit, Inc. (or their respective successors in interest, as applicable) to Buyer within 15; days after Closing; 3.4(a)(ii) To Seller's knowledge: (a) Seller has not received any notice of a claim that any of Seller's trademark registrations listed in the Scheduled Intellectual Property; and (b) none of Seller's trademark registrations listed in the Scheduled Intellectual Property are invalid or have even been found invalid or unenforceable for any reason in any administrative, arbitration, judicial or other proceeding; 3.4(a)(iii) To Seller's knowledge, all filings necessary to maintain the validity, enforceability and effectiveness of all Seller's trademark registrations listed in the Scheduled Intellectual Property with the listed registering authority have been made, and all statements made in such filings are accurate; 3.4(a)(iv) To Seller's knowledge, none of the trademark registration applications listed in the Scheduled Intellectual Property have been cancelled or terminated, or been finally rejected, and all statements made in such registration applications are accurate; 3.4(a)(v) To Seller's knowledge, there are no limitations, defects or other circumstances or threats, pending that could reasonably be expected to cause the invalidity, unenforceability or other loss of any of the trademark registrations listed in the Scheduled Intellectual Property; 3.4(a)(vi) Seller is not aware of any third-party claims assertions, or threats leading Seller to believe any of the trademark registrations listed in the Scheduled Intellectual Property are or may be found or held by a court of competent jurisdiction to be invalid, unenforceable; 3.4(a)(vii) Subject to the provisions of Section 6.14 of this Agreement, Seller has the right to use and to freely transfer to Buyer as set forth herein, without any obligation or liability whatsoever to make any payments or provision of other compensation by way of royalties, fees or otherwise, all of Seller's trademark registrations and applicat...
INTELLECTUAL PROPERTY WARRANTIES AND REPRESENTATIONS. 3.4(a). Seller hereby represents and warrants to Buyer:
