Common use of Licenses; Intellectual Property Clause in Contracts

Licenses; Intellectual Property. (a) The Company or its employees hold all licenses, franchises, permits and other governmental authorizations ("Licenses") necessary to conduct the business of the Company, the absence of which would cause a Material Adverse Effect on the Company, and the Company has delivered to AmPaM a list that is accurate, in all material respects, and summary description (which is set forth on Schedule 5.12(a)(1)) of all such Licenses. At or prior to the Closing, all such Licenses owned or held by any employee of the Company will be assigned or licensed to the Company for no additional consideration. The Licenses listed on Schedule 5.12(a)(1) are valid, and the Company has not received any notice that any person intends to cancel, terminate or not renew any such License. The Company has conducted and is conducting its business in compliance in all material respects with the requirements, standards, criteria and conditions set forth in the Licenses listed on Schedule 5.12(a)(1) and is not in violation of any of the foregoing in any material respect. Except as specifically provided in Schedule 5.12(a)(2), the consummation by the Company of the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such Licenses.