This excerpt taken from the LUX 6-K filed Jun 25, 2007.
(f) Except as set forth in Section 3.14(f) of the Company Disclosure Schedule, as of the date hereof neither the Company nor any of its Subsidiaries is the subject of any pending
legal proceeding that (i) alleges a claim of infringement, misappropriation, dilution or violation by the Company or any of its Subsidiaries of any Intellectual Property rights of a third person or alleges a violation of any right of privacy or publicity of any person by the Company or any of its Subsidiaries, and no such written claim has been asserted (or, to the knowledge of the Company, threatened in writing) against the Company or its Subsidiaries at any time during the twelve (12) month period immediately prior to the date hereof, or (ii) challenges the ownership or validity of any material Company-owned Intellectual Property.
(g) As of the date hereof, all necessary registration, maintenance, renewal and other relevant filing fees in connection with any of the Registered Intellectual Property have been timely paid, and all necessary documents, certificates and other relevant filings in connection with such Registered Intellectual Property have been timely filed with the relevant Governmental Entities and Internet domain name registrars in the United States or foreign jurisdictions, as the case may be, to the extent required to be paid or filed prior to the date hereof, for the purpose of maintaining the issuances, registrations or applications for such Registered Intellectual Property except where the Company has, in its reasonable business judgment, decided to abandon or cancel such Registered Intellectual Property, or except as could not reasonably be expected to have a Material Adverse Effect.
(h) The consummation of the transactions contemplated hereby will not, pursuant to any contract to which the Company or any of its Subsidiaries is a party, result in the loss or impairment of the Surviving Corporations right to own or use any Company-owned Intellectual Property, except as would not have a Material Adverse Effect.
Section 3.15. Environmental Matters. Except for matters that would not, individually or in the aggregate, have a Material Adverse Effect: (i) there has been no Release of Hazardous Substances by the Company or any of its Subsidiaries that remains outstanding on any real property currently or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any of its Subsidiaries requiring notice or remedial action by the Company or any of its Subsidiaries under applicable Environmental Law and no real property currently or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary thereof is contaminated with any Hazardous Substances requiring notice or remedial action by the Company or any of its Subsidiaries under Environmental Law; (ii) no judicial or administrative proceeding, order, judgment, decree, settlement or, to the knowledge of the Company, investigation is pending or, to the knowledge of the Company, threatened against the Company or its Subsidiaries alleging violations of Environmental Laws; (iii) the Company and its Subsidiaries have not received in writing any claims, notices or correspondence that remains outstanding alleging liability of the Company or any Subsidiary under any Environmental Law for Releases or threatened Releases of Hazardous Substances on real property currently or formerly owned, leased or operated by the Company or any of its Subsidiaries, or liability for any off-site disposal of Hazardous Substances or contamination by the Company or any Subsidiary; and (iv) the business and operations of the Company and its Subsidiaries comply in all material respects with applicable Environmental Laws and the Company and its Subsidiaries have obtained all material permits, authorizations and licenses relating to Environmental Laws necessary for the operation of their businesses; all such permits, authorizations and licenses are
in full force and effect and the Company and its Subsidiaries are in compliance, in all material respects, with the terms and conditions of such permits. Environmental Law means any applicable federal, state or local law, regulation, permit, order, decree or judicial opinion or other agency requirement having the force and effect of law and governing Hazardous Substances or protection of the environment or human health as it relates to the environment. Hazardous Substance means any toxic or hazardous substance or waste that is regulated under Environmental Law, including any petroleum products, asbestos or polychlorinated biphenyls. Release means spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Hazardous Substance into the environment, including the abandonment or discarding of barrels, containers, and other closed receptacles containing any Hazardous Substance.