Primavera and N. Texas, respectively have good and marketable title to, or valid leasehold interests in, all other assets used or held for use in the conduct of its business, including, without limitation, the assets reflected on the July 2000 Balance Sheet or acquired after the date thereof (other than those which have been disposed of in the ordinary course of business since such date), free and clear of any liens, other than liens reflected on the July 2000 Balance Sheet, and liens for taxes not yet due and payable. All of the assets owned or leased by Primavera and N. Texas are in all material respects in good condition and repair, ordinary wear and tear excepted, and well maintained. Except as set for on Schedule 2.6, there are no material capital expenditures currently contemplated or necessary to maintain the current business of Primavera and N. Texas.
Primavera and N. Texas has provided Flexxtech Holdings with the following contracts, agreements, leases, licenses, arrangements, commitments, sales orders, purchase orders or any claim or right or any benefit or obligation arising thereunder or resulting therefrom and currently in effect, whether oral or written, to which Primavera or N. Texas is a party ("Contracts"):
Primavera and N. Texas owns or has the right to use pursuant to license, sublicense, agreement, or permission all (i) inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in- part, revisions, extensions, and reexaminations thereof; (ii) trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof, and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith; (iii) copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith; (iv) mask works and all applications, registrations, and renewals in connection therewith; (v) trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, blueprints, sketches, storyboards, models, engineering drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals); (vi) computer software (including data and related documentation; (vii) other proprietary rights and know-how; (viii) copies and tangible embodiments of any of the foregoing (in whatever form or medium); and (ix) licenses and sublicenses granted and obtained with respect thereto, and rights thereunder ("Intellectual Property") necessary for the operation of the businesses of Primavera and as proposed to be conducted,
Primavera and N. Texas has never agreed to indemnify any person for or against any interference, infringement, misappropriation or other conflict with respect to the item.
Primavera and N. Texas has never granted any sublicense or similar right with respect to the license, sublicense, agreement or permission.
Primavera and N. Texas does not, and will not interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any Intellectual Property rights of third parties as a result of the continued operation of its businesses as presently conducted and as presently proposed to be conducted.
Primavera and N. Texas maintains insurance covering --------- Primavera's and N. Texas's properties and business adequate and customary for the type and scope of the properties, assets and business, and similar to companies of comparable size and condition similarly situated in the same industry in which Primavera and N. Texas operates, but in any event in amounts sufficient to prevent Primavera and N. Texas from becoming a co-insurer or self-insurer, with provision for reasonable deductibles and following the Effective Time, Primavera and N. Texas will use its reasonable best efforts to obtain as promptly as practicable comparable coverage under policies in Primavera's and N. Texas's own name and on commercially reasonable terms.
Primavera and N. Texas have timely filed all required ----------- federal, state, local, foreign and other governmental Tax returns and reports required to be filed by it for all taxable periods ending on or before the date hereof. As of the time of filing, such returns and reports were true, complete and correct, and were made on a proper basis. All federal, state, local and foreign income, unincorporated business, gross receipts, franchise, profits, property, capital, intangibles, employment, excise or other taxes, fees, stamp taxes, duties, penalties, assessments, governmental charges or other payments (collectively "Tax" or "Taxes") for all periods up to and including the date hereof have been duly paid or withheld, or will be on the date hereof, and adequately reserved for or withheld in accordance with GAAP applied on a consistent basis.
Primavera and N. Texas have no knowledge that any of its significant customers has ceased, or intends to cease, to purchase goods from Primavera or N. Texas, either as a result of the transaction contemplated hereby or otherwise.
Primavera and N. Texas are not a party to any collective bargaining agreements. There is no unfair labor practice or employment discrimination or other employment related complaint, grievance or proceeding against either Primavera or N. Texas or against any person or entity with respect to any employee of Primavera or N. Texas pending or threatened before the National Labor Relations Board or any federal, state, local or foreign governmental entity or regulatory body. There is no basis for any such complaint, grievance or proceeding.
