Common use of PERMITS AND INTANGIBLES Clause in Contracts

PERMITS AND INTANGIBLES. (a) Set forth on Schedule 3.16(a) is an accurate list of all licenses, permits and other governmental authorizations held by the Seller or any of its subsidiaries material to the conduct of its business, including permits, titles, fuel permits, licenses, operating authorities (including ICC operating authorities), state operating licenses or registrations and other interstate or intrastate regulatory licenses and other governmental authorizations and certificates owned or held by the Seller or any of its subsidiaries, copies of which have been provided to the Purchaser if requested. The licenses, permits and other governmental authorizations listed on Schedule 3.16 (a) are valid, and neither the Seller nor any of its subsidiaries has received any notice that any Governmental Authority intends to cancel, terminate or not renew any such license, permit or other governmental authorization. The Seller and its subsidiaries hold all licenses, permits and other governmental authorizations the absence of any of which would have a material adverse effect on the Business. The Seller and its subsidiaries have conducted and are conducting the Business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and are not violation of any of the foregoing that would have a material adverse effect on the Business. Neither the US Department of Transportation (the "DOT") nor any state regulatory agency has issued the Seller or any subsidiary a safety rating of "unsatisfactory." (b) The Seller's and its subsidiaries' material patents, patent registrations, patent applications, trademarks, service marks, trademark and service ▇▇▇▇ registrations and applications therefor, copyrights, copyright registrations, copyright applications, trade names and corporate names (the "Intellectual Property") are listed on Schedule 3.16. Except as disclosed on Schedule 3.16, (i) the Seller and its subsidiaries own and possess all right, title and interest in the Intellectual Property and permits, licenses or other agreements to or from third parties regarding the Intellectual Property and (ii) the Seller and its subsidiaries own and possess all right, title and interest in the Seller's technology, inventions, computer software and programs, data and documentation (including electronic media), product drawings, trade secrets, know-how, customer lists, processes, other intellectual property and proprietary information or rights, or permits, licenses or other agreements to or from third parties regarding the foregoing (collectively with the Intellectual Property, the "Proprietary Rights"). The transactions contemplated by this Agreement will have no material adverse effect on the Seller's or any of its subsidiaries' right, title and interest in the Proprietary Rights. (c) No claim by any third party contesting the validity, enforceability, use or ownership of any Proprietary Right has been made, is currently pending or, to the Seller's knowledge, is threatened. To the knowledge of the Seller, neither it nor any of its subsidiaries has received any notice of, nor is any of them aware of any fact that indicates a likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to any of the Proprietary Rights. To the knowledge of the Seller, neither it nor any of its subsidiaries has infringed, misappropriated or otherwise conflicted with any rights of any third parties, nor is the Seller aware of any infringement, misappropriation or conflict that will occur as a result of the continued operation of the Business. (d) ALL SELLER SOFTWARE INCLUDING THE CA SOFTWARE IS TRANSFERRED "AS IS" AND ANY AND ALL WARRANTIES AS TO THE SELLER SOFTWARE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE ARE HEREBY SPECIFICALLY EXCLUDED, DISCLAIMED AND NEGATED. THE SELLER HEREBY DISCLAIMS ANY WARRANTY (1) REGARDING THE ACCURACY OR COMPLETENESS OF THE SELLER SOFTWARE OR (II) THAT THE SELLER SOFTWARE IS APPROPRIATE FOR THE BUSINESS PURPOSES OR THAT IT IS ERROR-FREE. PURCHASER ACKNOWLEDGES THAT THE DEVELOPMENT OF THE CA SOFTWARE IS NOT COMPLETE AND MAY NEVER BE COMPLETE AND THAT IT IS OF SUCH COMPLEXITY THAT IT MAY HAVE INHERENT DEFECTS.

PERMITS AND INTANGIBLES. (a) Set The Company has delivered to VESTCOM an accurate list set forth on Schedule 3.16(a) is an accurate list 5.12(a), of all material licenses, franchises, permits and other governmental authorizations held by the Seller or any of its subsidiaries material to the conduct of its business, including permits, titlesregistrations (including motor vehicle registrations and current registrations), fuel permits, licenses, operating authorities (including ICC operating authorities)franchises, state operating licenses or registrations certificates and other interstate or intrastate regulatory related licenses and other governmental authorizations and certificates owned or held by the Seller or any of its subsidiariesCOMPANY, copies of which have been provided to the Purchaser VESTCOM, if requested. The licenses, franchises, permits and other governmental authorizations listed on Schedule 3.16 (a5.12(a) are valid, and neither the Seller COMPANY nor any of its subsidiaries the COMPANY'S Subsidiaries has received any notice that any Governmental Authority intends to cancel, terminate or not renew any such license, permit or other governmental authorization. The Seller and its subsidiaries hold all licenses, permits and other governmental authorizations the absence of any of which would have a material adverse effect on the Business. The Seller and its subsidiaries have conducted and are conducting the Business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and are not violation of any of the foregoing that would have a material adverse effect on the Business. Neither the US Department of Transportation (the "DOT") nor any state regulatory agency has issued the Seller or any subsidiary a safety rating of "unsatisfactory."any (b) The Seller's and its subsidiaries' COMPANY'S material patents, patent registrations, patent applications, trademarks, service marks, trademark and service mark ▇▇▇▇ registrations istrations and applications therefor, copyrights, copyright registrations, copyright applications, trade names and corporate names (the "Intellectual PropertyINTELLECTUAL PROPERTY") are listed on in Schedule 3.165.12(b). Except as disclosed on in Schedule 3.165.12(b), (i) the Seller COMPANY owns and its subsidiaries own and possess possesses all right, title and interest in the Intellectual Property and permits, licenses or other agreements to or from third parties regarding the Intellectual Property and (ii) the Seller COMPANY owns and its subsidiaries own and possess possesses all right, title and interest in the Seller's its technology, inventions, computer software and programs, data and documentation (including electronic media), product drawings, trade secrets, know-how, customer lists, processes, other intellectual property and proprietary information or rights, or ; and permits, licenses or other agreements to or from third parties regarding the foregoing (collectively with the Intellectual Property, the "Proprietary RightsPROPRIETARY RIGHTS"). The transactions contemplated by this Agreement will have no material adverse effect Material Adverse Effect on the Seller's or any of its subsidiaries' COMPANY'S right, title and interest in the Proprietary Rights. (c) No To the knowledge of the COMPANY, no claim by any third party contesting the validity, enforceability, use or ownership of any Proprietary Right has been made, is currently pending or, to the Seller's knowledge, or is threatened. To the knowledge of the Seller, neither it nor any of its subsidiaries The COMPANY has not received any notice of, nor is any of them it aware of any fact that which indicates a likelihood of, any infringement or misappropriation by, or conflict with, any third party with respect to any of the Proprietary Rights. To the knowledge of the Seller, neither it nor any of its subsidiaries has infringed, misappropriated or otherwise conflicted with any rights of any third parties, nor is the Seller aware of any infringement, misappropriation or conflict that will occur as a result of the continued operation of the Business. (d) ALL SELLER SOFTWARE INCLUDING THE CA SOFTWARE IS TRANSFERRED "AS IS" AND ANY AND ALL WARRANTIES AS TO THE SELLER SOFTWARE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE ARE HEREBY SPECIFICALLY EXCLUDED, DISCLAIMED AND NEGATED. THE SELLER HEREBY DISCLAIMS ANY WARRANTY (1) REGARDING THE ACCURACY OR COMPLETENESS OF THE SELLER SOFTWARE OR (II) THAT THE SELLER SOFTWARE IS APPROPRIATE FOR THE BUSINESS PURPOSES OR THAT IT IS ERROR-FREE. PURCHASER ACKNOWLEDGES THAT THE DEVELOPMENT OF THE CA SOFTWARE IS NOT COMPLETE AND MAY NEVER BE COMPLETE AND THAT IT IS OF SUCH COMPLEXITY THAT IT MAY HAVE INHERENT DEFECTS.to

PERMITS AND INTANGIBLES. (a) Set forth on Schedule 3.16(a) is an accurate list of Winco holds all licenses, franchises, permits and other governmental authorizations held by the Seller or absence of any of its subsidiaries material which could have a Material Adverse Effect on Winco's business and Schedule 4.8 to the conduct Winco Disclosure Letter will include an accurate list and summary description of its businessall such licenses, franchises, permits and other governmental authorizations, including permitspermits (it being understood and agreed that a list of all environmental permits and other environmental approvals will be set forth on Schedule 4.9 to Winco Disclosure Letter), titlestitles (including motor vehicle titles and current registrations), fuel permits, licenses, operating authorities franchises and certificates, as well as (including ICC operating authorities)a) registered or unregistered trademarks, state operating licenses or registrations trade names, patents, patent applications and other interstate or intrastate regulatory licenses inventions and other governmental authorizations and certificates discoveries that may be patentable, (b) copyrights owned or held by the Seller Winco or any of its subsidiariesemployees (including interests in software or other technology systems, copies of which have been provided to the Purchaser if requestedprograms and intellectual property). The licenses, franchises, permits and other governmental authorizations will be listed on Schedule 3.16 (a) Schedules 4.8 and 4.9 to Winco Disclosure Letter and are valid, and neither the Seller nor any of its subsidiaries Winco has not received any notice that any Governmental Authority governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The Seller and its subsidiaries hold all licenses, permits and other governmental authorizations the absence of any of which would have a material adverse effect on the Business. The Seller and its subsidiaries have Winco has conducted and are is conducting the Business its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations which will be listed on Schedules 4.8 and are 4.9 of Winco Disclosure letter and is not in violation of any of the foregoing that except where such non-compliance or violation would not have a material adverse effect Material Adverse Effect on Winco. Except as will be specifically provided in Schedule 4.8 to Winco Disclosure Letter, the Business. Neither transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the US Department of Transportation (the "DOT") nor rights and benefits afforded to Winco by, any state regulatory agency has issued the Seller such licenses, franchises, permits or any subsidiary a safety rating of "unsatisfactorygovernment authorizations." (b) The Seller's and its subsidiaries' material patents, patent registrationsthe marks and copyrights, patent applicationsas well as the know how, trademarkstrade secrets, service confidential information, customer lists, software, technical information, data, process technology, plans and drawings owned, used or licensed by Winco (collectively, the "Trade Secrets") are all those necessary to enable Winco to conduct and to continue to conduct its business as it is currently conducted. Schedule 4.8 of Winco Disclosure Letter will also contain a description of all material Trade Secrets owned or used by Winco. Except as will be set forth on Schedule 4.8 to Winco Disclosure Letter (a) all of the patents, marks, trademark copyrights and service ▇▇▇▇ registrations and applications thereforTrade Secrets (collectively, copyrights, copyright registrations, copyright applications, trade names and corporate names (the "Intellectual Property") are listed on Schedule 3.16. Except as disclosed on Schedule 3.16, (i) the Seller and its subsidiaries own and possess all right, title and interest in the Intellectual Property and permits, licenses or other agreements to or from third parties regarding the Intellectual Property and (ii) the Seller and its subsidiaries own and possess all right, title and interest in the Seller's technology, inventions, computer software and programs, data and documentation (including electronic media), product drawings, trade secrets, know-how, customer lists, processes, other intellectual property and proprietary information or rightsowned, or permitsused under valid licenses by Winco, licenses and are free and clear of all liens and other adverse claims; (b) Winco has not infringed on or other agreements to or from third parties regarding the foregoing (collectively with the Intellectual Property, the "Proprietary Rights"). The transactions contemplated by this Agreement will have no material adverse effect on the Seller's or any of its subsidiaries' right, title and interest in the Proprietary Rights. (c) No claim by any third party contesting the validity, enforceability, use or ownership of any Proprietary Right has been mademisappropriated, is currently pending ornot now infringing on or misappropriating, to the Seller's knowledge, is threatened. To the knowledge of the Seller, neither it nor any of its subsidiaries and has not received any notice ofthat it is infringing on, nor is any of them aware of any fact that indicates a likelihood of, any infringement or misappropriation bymisappropriating, or conflict with, any third party otherwise conflicting with respect to any of the Proprietary Rights. To the knowledge of the Seller, neither it nor any of its subsidiaries has infringed, misappropriated or otherwise conflicted with any intellectual property rights of any third parties; (c) there is no claim pending or threatened against Winco with respect to the alleged infringement or misappropriation by Winco or a conflict with, nor is the Seller aware any intellectual property rights of any infringement, misappropriation or conflict that will occur as a result of the continued operation of the Business. others; (d) ALL SELLER SOFTWARE INCLUDING THE CA SOFTWARE IS TRANSFERRED "AS IS" AND ANY AND ALL WARRANTIES AS TO THE SELLER SOFTWARE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE ARE HEREBY SPECIFICALLY EXCLUDED, DISCLAIMED AND NEGATED. THE SELLER HEREBY DISCLAIMS ANY WARRANTY (1) REGARDING THE ACCURACY OR COMPLETENESS OF THE SELLER SOFTWARE OR (II) THAT THE SELLER SOFTWARE IS APPROPRIATE FOR THE BUSINESS PURPOSES OR THAT IT IS ERROR-FREE. PURCHASER ACKNOWLEDGES THAT THE DEVELOPMENT OF THE CA SOFTWARE IS NOT COMPLETE AND MAY NEVER BE COMPLETE AND THAT IT IS OF SUCH COMPLEXITY THAT IT MAY HAVE INHERENT DEFECTS.the operation of any aspect of the business in the manner in which it has heretofore been operated or is presently operated does not give rise to any such infringement or misappropriation; and

PERMITS AND INTANGIBLES. (a) Set forth on Schedule 3.16(a) is an accurate list of BPI holds all licenses, franchises, permits and other governmental authorizations held by the Seller or absence of any of its subsidiaries material which could have a Material Adverse Effect on BPI's business and Schedule 3.8 to the conduct BPI Disclosure Letter will include an accurate list and summary description of its businessall such licenses, franchises, permits and other governmental authorizations, including permitspermits (it being understood and agreed that a list of all environmental permits and other environmental approvals will be set forth on Schedule 3.9 to the BPI Disclosure Letter), titlestitles (including motor vehicle titles and current registrations), fuel permits, licenses, operating authorities franchises and certificates, as well as (including ICC operating authorities)a) registered or unregistered trademarks, state operating licenses or registrations trade names, patents, patent applications and other interstate or intrastate regulatory licenses inventions and other governmental authorizations and certificates discoveries that may be patentable, (b) copyrights owned or held by the Seller BPI or any of its subsidiariesemployees (including interests in software or other technology systems, copies of which have been provided to the Purchaser if requestedprograms and intellectual property). The licenses, franchises, permits and other governmental authorizations will be listed on Schedule 3.16 (a) Schedules 3.8 and 3.9 to the BPI Disclosure Letter and are valid, and neither the Seller nor any of its subsidiaries BPI has not received any notice that any Governmental Authority governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The Seller and its subsidiaries hold all licenses, permits and other governmental authorizations the absence of any of which would have a material adverse effect on the Business. The Seller and its subsidiaries have BPI has conducted and are is conducting the Business its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations as will be listed on Schedules 3.8 and are 3.9 of the BPI Disclosure letter and is not in violation of any of the foregoing that except where such non- compliance or violation would not have a material adverse effect Material Adverse Effect on BPI. Except as will be specifically provided in Schedule 3.8 to the Business. Neither BPI Disclosure Letter, the US Department of Transportation (transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the "DOT") nor rights and benefits afforded to BPI by, any state regulatory agency has issued the Seller such licenses, franchises, permits or any subsidiary a safety rating of "unsatisfactorygovernment authorizations." (b) The Seller's and its subsidiaries' material patents, patent registrationsthe marks and copyrights, patent applicationsas well as the know how, trademarkstrade secrets, service confidential information, customer lists, software, technical information, data, process technology, plans and drawings owned, used or licensed by BPI (collectively, the "Trade Secrets") are all those necessary to enable BPI to conduct and to continue to conduct its business as it is currently conducted. Schedule 3.8 of the BPI Disclosure Letter will also contain a description of all material Trade Secrets owned or used by BPI. Except as will be set forth on Schedule 3.8 to the BPI Disclosure Letter (a) all of the patents, marks, trademark copyrights and service ▇▇▇▇ registrations and applications thereforTrade Secrets (collectively, copyrights, copyright registrations, copyright applications, trade names and corporate names (the "Intellectual Property") are listed on Schedule 3.16. Except as disclosed on Schedule 3.16, (i) the Seller and its subsidiaries own and possess all right, title and interest in the Intellectual Property and permits, licenses or other agreements to or from third parties regarding the Intellectual Property and (ii) the Seller and its subsidiaries own and possess all right, title and interest in the Seller's technology, inventions, computer software and programs, data and documentation (including electronic media), product drawings, trade secrets, know-how, customer lists, processes, other intellectual property and proprietary information or rightsowned, or permitsused under valid licenses by BPI, licenses and are free and clear of all liens and other adverse claims; (b) BPI has not infringed on or other agreements to or from third parties regarding the foregoing (collectively with the Intellectual Property, the "Proprietary Rights"). The transactions contemplated by this Agreement will have no material adverse effect on the Seller's or any of its subsidiaries' right, title and interest in the Proprietary Rights. (c) No claim by any third party contesting the validity, enforceability, use or ownership of any Proprietary Right has been mademisappropriated, is currently pending ornot now infringing on or misappropriating, to the Seller's knowledge, is threatened. To the knowledge of the Seller, neither it nor any of its subsidiaries and has not received any notice ofthat it is infringing on, nor is any of them aware of any fact that indicates a likelihood of, any infringement or misappropriation bymisappropriating, or conflict with, any third party otherwise conflicting with respect to any of the Proprietary Rights. To the knowledge of the Seller, neither it nor any of its subsidiaries has infringed, misappropriated or otherwise conflicted with any intellectual property rights of any third parties; (c) there is no claim pending or threatened against BPI with respect to the alleged infringement or misappropriation by BPI or a conflict with, nor is the Seller aware any intellectual property rights of any infringement, misappropriation or conflict that will occur as a result of the continued operation of the Business. others; (d) ALL SELLER SOFTWARE INCLUDING THE CA SOFTWARE IS TRANSFERRED "AS IS" AND ANY AND ALL WARRANTIES AS TO THE SELLER SOFTWARE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE ARE HEREBY SPECIFICALLY EXCLUDED, DISCLAIMED AND NEGATED. THE SELLER HEREBY DISCLAIMS ANY WARRANTY (1) REGARDING THE ACCURACY OR COMPLETENESS OF THE SELLER SOFTWARE OR (II) THAT THE SELLER SOFTWARE IS APPROPRIATE FOR THE BUSINESS PURPOSES OR THAT IT IS ERROR-FREE. PURCHASER ACKNOWLEDGES THAT THE DEVELOPMENT OF THE CA SOFTWARE IS NOT COMPLETE AND MAY NEVER BE COMPLETE AND THAT IT IS OF SUCH COMPLEXITY THAT IT MAY HAVE INHERENT DEFECTS.the operation of any aspect of the business in the manner in which it has heretofore been operated or is presently operated does not give rise to any such infringement or misappropriation; and

PERMITS AND INTANGIBLES. (ai) Set forth on Schedule 3.16(a) is an accurate list of BPI and/or its employees hold all licenses, franchises, permits and other governmental authorizations held by the Seller or absence of any of its subsidiaries material which could have a Material Adverse Effect on BPI's business and Schedule 5.12 to the conduct BPI Disclosure Letter includes an accurate list and summary description of its businessall such licenses, franchises, permits and other governmental authorizations, including permitspermits (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 5.13 to the BPI Disclosure Letter), titlestitles (including motor vehicle titles and current registrations), fuel permits, licenses, operating authorities franchises and certificates, as well as (including ICC operating authorities)a) registered or unregistered trademarks, state operating licenses or registrations trade names, patents, patent applications and other interstate or intrastate regulatory licenses inventions and other governmental authorizations and certificates discoveries that may be patentable, (b) copyrights owned or held by the Seller BPI or any of its subsidiariesemployees (including interests in software or other technology systems, copies programs and intellectual property). To the Knowledge of which have been provided to BPI and the Purchaser if requested. The Shareholder, the licenses, franchises, permits and other governmental authorizations listed on Schedule 3.16 (a) Schedules 5.12 and 5.13 to the BPI Disclosure Letter are valid, and neither the Seller nor any of its subsidiaries BPI has not received any notice that any Governmental Authority governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The Seller and its subsidiaries hold all licenses, permits and other governmental authorizations the absence of any of which would have a material adverse effect on the Business. The Seller and its subsidiaries have BPI has conducted and are is conducting the Business its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 5.12 and are 5.13 of the BPI Disclosure letter and is not in violation of any of the foregoing that except where such non-compliance or violation would not have a material adverse effect Material Adverse Effect on BPI. Except as specifically provided in Schedule 5.12 to the Business. Neither BPI Disclosure Letter, the US Department of Transportation 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 BPI by, any such licenses, franchises, permits or government authorizations. (ii) The patents, the marks and copyrights, as well as the know how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans and drawings owned, used or licensed by BPI (collectively, the "DOTTrade Secrets") nor any state regulatory agency has issued are all those necessary to enable BPI to conduct and to continue to conduct its business as it is currently conducted. Schedule 5.12 of the Seller BPI Disclosure Letter also contains a description of all material Trade Secrets owned or any subsidiary a safety rating used by BPI. Except as set forth on Schedule 5.12 to the BPI Disclosure Letter (a) all of "unsatisfactory." (b) The Seller's and its subsidiaries' material the patents, patent registrations, patent applications, trademarks, service marks, trademark copyrights and service ▇▇▇▇ registrations and applications thereforTrade Secrets (collectively, copyrights, copyright registrations, copyright applications, trade names and corporate names (the "Intellectual Property") are listed owned, or used under valid licenses, by BPI, and, are free and clear of all liens and other adverse claims; (b) to the Knowledge of BPI and the Shareholder, BPI has not infringed on Schedule 3.16. Except as disclosed or misappropriated, is not now infringing on Schedule 3.16or misappropriating, (i) and has not received any notice that it is infringing on, misappropriating, or otherwise conflicting with the Seller and its subsidiaries own and possess all right, title and interest in the Intellectual Property and permits, licenses or other agreements to or from third parties regarding the Intellectual Property and (ii) the Seller and its subsidiaries own and possess all right, title and interest in the Seller's technology, inventions, computer software and programs, data and documentation (including electronic media), product drawings, trade secrets, know-how, customer lists, processes, other intellectual property and proprietary information or rights, or permits, licenses or other agreements to or from rights of any third parties regarding the foregoing (collectively with the Intellectual Property, the "Proprietary Rights"). The transactions contemplated by this Agreement will have no material adverse effect on the Seller's or any of its subsidiaries' right, title and interest in the Proprietary Rights. parties; (c) No there is no claim by any third party contesting the validity, enforceability, use or ownership of any Proprietary Right has been made, is currently pending or, to the Seller's knowledgeKnowledge of BPI and the Shareholder, is threatened. To threatened against BPI with respect to the knowledge of the Seller, neither it nor any of its subsidiaries has received any notice of, nor is any of them aware of any fact that indicates a likelihood of, any alleged infringement or misappropriation by, by BPI or a conflict with, any intellectual property rights of others; (d) to the Knowledge of BPI and the Shareholder, the operation of any aspect of the business in the manner in which it has heretofore been operated or is presently operated does not give rise to any such infringement or misappropriation; and (e) to the Knowledge of BPI and the Shareholder, there is no infringement or misappropriation of the Intellectual Property by a third party or claim, pending or threatened, against any third party with respect to any the alleged infringement or misappropriation of the Proprietary Rights. To the knowledge of the Seller, neither it nor any of its subsidiaries has infringed, misappropriated or otherwise conflicted with any rights of any Intellectual Property by such third parties, nor is the Seller aware of any infringement, misappropriation or conflict that will occur as a result of the continued operation of the Businessparty. (d) ALL SELLER SOFTWARE INCLUDING THE CA SOFTWARE IS TRANSFERRED "AS IS" AND ANY AND ALL WARRANTIES AS TO THE SELLER SOFTWARE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE ARE HEREBY SPECIFICALLY EXCLUDED, DISCLAIMED AND NEGATED. THE SELLER HEREBY DISCLAIMS ANY WARRANTY (1) REGARDING THE ACCURACY OR COMPLETENESS OF THE SELLER SOFTWARE OR (II) THAT THE SELLER SOFTWARE IS APPROPRIATE FOR THE BUSINESS PURPOSES OR THAT IT IS ERROR-FREE. PURCHASER ACKNOWLEDGES THAT THE DEVELOPMENT OF THE CA SOFTWARE IS NOT COMPLETE AND MAY NEVER BE COMPLETE AND THAT IT IS OF SUCH COMPLEXITY THAT IT MAY HAVE INHERENT DEFECTS.

PERMITS AND INTANGIBLES. (ai) Set forth on Schedule 3.16(a) is an accurate list of NISC▇ ▇▇▇ds all licenses, franchises, permits and other governmental authorizations held by the Seller or absence of any of its subsidiaries material which could have a Material Adverse Effect on NISC▇'▇ ▇▇▇iness and Schedule 3.8 to the conduct NISC▇ ▇▇▇closure Letter includes an accurate list and summary description of its businessall such licenses, franchises, permits and other governmental authorizations, including permitspermits (it being understood and agreed that a list of all environmental permits and other environmental approvals is set forth on Schedule 3.9 to the NISC▇ ▇▇▇closure Letter), titlestitles (including motor vehicle titles and current registrations), fuel permits, licenses, operating authorities franchises and certificates, as well as (including ICC operating authorities)a) registered or unregistered trademarks, state operating licenses or registrations trade names, patents, patent applications and other interstate or intrastate regulatory licenses inventions and other governmental authorizations and certificates discoveries that may be patentable, (b) copyrights owned or held by the Seller or NISC▇ ▇▇ any of its subsidiariesemployees (including interests in software or other technology systems, copies of which have been provided to the Purchaser if requestedprograms and intellectual property). The licenses, franchises, permits and other governmental authorizations listed on Schedule 3.16 (a) Schedules 3.8 and 3.9 to the NISC▇ ▇▇▇closure Letter are valid, and neither the Seller nor any of its subsidiaries has NISC▇ ▇▇▇ not received any notice that any Governmental Authority governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The Seller and its subsidiaries hold all licenses, permits and other governmental authorizations the absence of any of which would have a material adverse effect on the Business. The Seller and its subsidiaries have NISC▇ ▇▇▇ conducted and are is conducting the Business its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable permits, the licenses, ordersfranchises, approvals, variances, rules permits and regulations other governmental authorizations listed on Schedules 3.8 and are 3.9 of the NISC▇ ▇▇▇closure letter and is not in violation of any of the foregoing that except where such non-compliance or violation would not have a material adverse effect Material Adverse Effect on NISC▇. ▇▇cept as specifically provided in Schedule 3.8 to the Business. Neither the US Department of Transportation (the "DOT") nor any state regulatory agency has issued the Seller or any subsidiary a safety rating of "unsatisfactory." (b) The Seller's and its subsidiaries' material patents, patent registrations, patent applications, trademarks, service marks, trademark and service NISC▇ ▇▇▇closure Letter, 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 NISC▇ registrations ▇▇, any such licenses, franchises, permits or government authorizations. (ii) The patents, the marks and applications therefor, copyrights, copyright registrations, copyright applicationsas well as the know how, trade names secrets, confidential information, customer lists, software, technical information, data, process technology, plans and corporate names drawings owned, used or licensed by NISC▇ (▇▇llectively, the "Trade Secrets") are all those necessary to enable NISC▇ ▇▇ conduct and to continue to conduct its business as it is currently conducted. Schedule 3.8 of the NISC▇ ▇▇▇closure Letter also contains a description of all material Trade Secrets owned or used by NISC▇. ▇▇cept as set forth on Schedule 3.8 to the NISC▇ ▇▇▇closure Letter (a) all of the patents, marks, copyrights and Trade Secrets (collectively, the "Intellectual Property") are listed owned, or used under valid licenses by NISC▇, ▇▇d are free and clear of all liens and other adverse claims; (b) NISC▇ ▇▇▇ not infringed on Schedule 3.16. Except as disclosed or misappropriated, is not now infringing on Schedule 3.16or misappropriating, and has not received any notice that it is infringing on, misappropriating, or otherwise conflicting with the intellectual property rights of any third parties; (ic) there is no claim pending or threatened against NISC▇ ▇▇▇h respect to the alleged infringement or misappropriation by NISC▇ ▇▇ a conflict with, any intellectual property rights of others; (d) the Seller operation of any aspect of the business in the manner in which it has heretofore been operated or is presently operated does not give rise to any such infringement or misappropriation; and its subsidiaries own and possess all right, title and interest in (e) there is no infringement or misappropriation of the Intellectual Property and permits, licenses or other agreements to or from third parties regarding the Intellectual Property and (ii) the Seller and its subsidiaries own and possess all right, title and interest in the Seller's technology, inventions, computer software and programs, data and documentation (including electronic media), product drawings, trade secrets, know-how, customer lists, processes, other intellectual property and proprietary information or rights, or permits, licenses or other agreements to or from third parties regarding the foregoing (collectively with the Intellectual Property, the "Proprietary Rights"). The transactions contemplated by this Agreement will have no material adverse effect on the Seller's or any of its subsidiaries' right, title and interest in the Proprietary Rights. (c) No claim by any a third party contesting the validityor claim, enforceabilitypending or threatened, use or ownership of any Proprietary Right has been made, is currently pending or, to the Seller's knowledge, is threatened. To the knowledge of the Seller, neither it nor any of its subsidiaries has received any notice of, nor is any of them aware of any fact that indicates a likelihood of, any infringement or misappropriation by, or conflict with, against any third party with respect to any the alleged infringement or misappropriation of the Proprietary Rights. To the knowledge of the Seller, neither it nor any of its subsidiaries has infringed, misappropriated or otherwise conflicted with any rights of any Intellectual Property by such third parties, nor is the Seller aware of any infringement, misappropriation or conflict that will occur as a result of the continued operation of the Businessparty. (d) ALL SELLER SOFTWARE INCLUDING THE CA SOFTWARE IS TRANSFERRED "AS IS" AND ANY AND ALL WARRANTIES AS TO THE SELLER SOFTWARE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE ARE HEREBY SPECIFICALLY EXCLUDED, DISCLAIMED AND NEGATED. THE SELLER HEREBY DISCLAIMS ANY WARRANTY (1) REGARDING THE ACCURACY OR COMPLETENESS OF THE SELLER SOFTWARE OR (II) THAT THE SELLER SOFTWARE IS APPROPRIATE FOR THE BUSINESS PURPOSES OR THAT IT IS ERROR-FREE. PURCHASER ACKNOWLEDGES THAT THE DEVELOPMENT OF THE CA SOFTWARE IS NOT COMPLETE AND MAY NEVER BE COMPLETE AND THAT IT IS OF SUCH COMPLEXITY THAT IT MAY HAVE INHERENT DEFECTS.