agreement executed and delivered by it in connection herewith) or, to the extent so required, such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given (as applicable) and is still in full force and effect. Notwithstanding the foregoing, except with respect to Patents that are abandoned or expired as of the Effective Date, Seller has paid and, as of the Effective Date, is current on the payment of all maintenance fees, annuities, and the like, due and owing to any governmental bodies and other third parties in connection with the Transfer Assets, and Seller has obtained all necessary intellectual property assignments from inventors to Seller in connection with the Transfer Assets, except, in each case, as would not reasonably be expected to have a material adverse effect.
(d) Seller has good and marketable title to and, on the Closing Date, Seller will convey to Purchaser, all of the Transfer Assets, free and clear from any lien, security interest or other encumbrance.
(e) The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, or result in a breach of or a constitute a default under, or result in the creation of any lien, security interest or other encumbrance upon the Transfer Assets under, any provision of (i) Sellers certificate of incorporation or bylaws; (ii) any applicable law; or (iii) any contract to which Seller is a party or by which any Transfer Asset is bound.
(f) There is no judicial, governmental or administrative action, investigation, audit, claim, suit, arbitration, proceeding or other litigation to which Seller or any of its affiliates is a party, or to which the Transfer Assets are subject, that is pending or, to the Knowledge of Seller, threatened. No order, judgment, settlement agreement or stipulation has been issued or entered into that restricts in any respect the use, provision, transfer, assignment or licensing of the Transfer Assets.
(g) Except for the representations and warranties contained in this Section 8, neither Seller nor any other person or entity makes any other express or implied representation or warranty with respect to Seller, any of its affiliates or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller, any of its affiliates, or any of their respective officers, directors, employees, agents or representatives. Except for the representations and warranties contained in this Section 8, Seller hereby disclaims all liability and responsibility for, or any use by Purchaser or its affiliates or representatives of, any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Purchaser or its affiliates or representatives (including any opinion, information, projection or advice that may heretofore have been or may hereafter be made available to Purchaser or its affiliates or representatives, whether in any data rooms, management presentations, or break out sessions, in response to questions submitted by or on behalf of Purchaser or otherwise by any director, officer, employee, agent, or representative of Seller or any of its respective affiliates). The parties agree that any matter, condition or set of facts which is more specifically (rather than generally or by implication) covered in any of the representations and warranties of this Section 8 shall be solely governed by such more specific representation and warranty without reference to or inclusion within a more generalized representation and warranty that but for this sentence could be applicable to such matter, condition or set of facts.