Clause 9. 24.1 of the Seller Disclosure Schedule sets forth an accurate and complete list of: (a) the names and addresses of all customers and distributors that ordered products of the Business from the Seller or any of its Affiliates with an aggregate value for each such customer or distributor of *** or more during the 12 (twelve) month period ended 30 June 2012; and (b) the amount for which each such customer or distributor was invoiced during such period. The Seller has not received any written notice that, and to the Seller’s Knowledge, no significant customer or distributor of the Seller: (i) has ceased, or shall cease, to buy the products of the Business; (ii) has substantially reduced, or shall substantially reduce, the purchase of products of the Business; or (iii) has sought, or is seeking, to reduce the price it shall pay for products of the Business, including in each case after the consummation of the transactions contemplated by this Agreement. To the Knowledge of the Seller, no customer or distributor described in clause (a) of the first sentence of this Clause 9.24.1 has threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. All sales made to customers and distributors in the past year have been made in the Ordinary Course of Business and the Seller has not increased its level of sales during such period in such a manner as to increase the amount of accounts receivable for conversion into cash prior to the Closing or decrease the demand for the products of the Business in the distribution chain of customers or distributors following the Closing.
Clause 9. 15.9 of the Seller Disclosure Schedule sets forth an accurate and complete list of all material elections with respect to Taxes affecting the Seller or any of the Transferred Assets of the Business. There are no outstanding rulings of, or requests for rulings with, any Tax authority expressly addressed to the Seller or any Affiliate of the Seller that are, or if issued would be, binding upon the Purchaser for any Tax period or portion thereof beginning after the Closing Date.
Clause 9. 19.3 of the Seller Disclosure Schedule sets forth an accurate and complete list of all Judgments to which the Business or any of the Transferred Assets of the Business, is or has been subject. To the Knowledge of the Seller, no director, officer, employee or agent of the Seller or any of its Affiliates is subject to any Judgment that prohibits such director, officer, employee or agent from engaging in or continuing any conduct, activity or practice relating to the Business.
Clause 9. 18.7 of the Seller Disclosure Schedule sets forth an accurate and complete list of, and the Seller has made available to the Purchaser accurate and complete copies of, all environmental reports, investigations, audits, correspondence and other documents relating to environmental or occupational safety and health matters, possessed or initiated by the Seller that were obtained from, requested by, or conducted by or on behalf of the Seller or any of its Affiliates, any Governmental Authority or any other third party during the past 5 (five) years and relating to the Business or the Transferred Facilities.
Clause 9. 11.6 of the Seller Disclosure Schedule sets forth an accurate and complete list of all patent, copyright and trademark registrations and applications with any Governmental Authority included in the Purchased Intellectual Property which are in Seller’s name or that of any of Seller’s Affiliates (the “Registered Owned Intellectual Property”). To the Knowledge of Seller, (a) all registrations and applications with any Governmental Authority with respect to the Registered Owned Intellectual Property have been timely and duly filed, prosecution for such applications has been attended to and all maintenance and related fees have been paid and (b) no event has occurred or circumstance exists that could render the ownership rights of the Seller or any of its Affiliates in and to any of the Registered Owned Intellectual Property null, void, invalid or unenforceable. The Registered Owned Intellectual Property is registered in or assigned to the legal name of the Seller or the applicable Affiliate of the Seller owning such Registered Owned Intellectual Property in accordance with applicable Laws.
Clause 9. 30.4 of the Seller Disclosure Schedule sets forth a complete list of all Contracts to which the Seller or any of its Affiliates is a party that includes any requirement for Seller or any of its Affiliates to make any royalty payments, upfront payments or other consideration based in whole or in part on any profits, revenues, fee income milestone events or other measures in respect of any of the Seller NPNC Intellectual Property (it being agreed and understood that Clause 9.30.4 of the Seller Disclosure Schedule shall be updated by the Seller at the Closing).
Clause 9. 1.1 of the Agreement is deleted in its entirety and replaced with the following quoted text: QUOTE
Clause 9. 5.1 does not in any way limit the obligations of the Borrower under the Finance Documents.
Clause 9. 16.1 of the Seller Disclosure Schedule sets forth an accurate and complete list of all Employee Plans maintained by or participated in by the Seller with respect to the Business Employees, including the applicable Person with whom the Seller maintains each Employee Plan (each, a “Business Employee Plan”).