TO THE COMPANY'S KNOWLEDGE, THE CONDUCT OF ITS
BUSINESS AS PRESENTLY CONDUCTED DOES NOT INFRINGE ON THE INTELLECTUAL PROPERTY
OF ANY THIRD PARTY; (B) TO THE COMPANY'S KNOWLEDGE, THERE IS NO INFRINGEMENT BY
THIRD PARTIES OF ANY SUCH INTELLECTUAL PROPERTY; (C) TO THE COMPANY'S KNOWLEDGE,
THERE IS NO PENDING OR THREATENED ACTION, SUIT, PROCEEDING OR CLAIM BY OTHERS
CHALLENGING THE COMPANY'S AND ITS SUBSIDIARIES' RIGHTS IN OR TO ANY SUCH
INTELLECTUAL PROPERTY, AND THE COMPANY IS UNAWARE OF ANY FACTS WHICH WOULD FORM
A REASONABLE BASIS FOR ANY SUCH CLAIM; (D) TO THE COMPANY'S KNOWLEDGE, THERE IS
NO PENDING OR THREATENED ACTION, SUIT, PROCEEDING OR CLAIM BY OTHERS CHALLENGING
THE VALIDITY OR SCOPE OF ANY SUCH INTELLECTUAL PROPERTY; AND (E) TO THE
COMPANY'S KNOWLEDGE, THERE IS NO PENDING OR THREATENED ACTION, SUIT, PROCEEDING
OR CLAIM BY OTHERS THAT THE COMPANY AND/OR ANY SUBSIDIARY INFRINGES OR OTHERWISE
VIOLATES ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY
RIGHTS OF OTHERS.
(S)
INSURANCE. THE COMPANY AND EACH OF THE SUBSIDIARIES ARE INSURED BY
INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES AND RISKS
AND IN SUCH AMOUNTS AS THE COMPANY BELIEVES TO BE PRUDENT AND CUSTOMARY IN THE
BUSINESSES AND LOCATIONS IN WHICH THE COMPANY AND THE SUBSIDIARIES ARE ENGAGED.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED ANY NOTICE OF
CANCELLATION OF ANY SUCH INSURANCE, NOR, TO THE COMPANY'S KNOWLEDGE, WILL IT OR
ANY SUBSIDIARY BE UNABLE TO
14
RENEW THEIR RESPECTIVE EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE
EXPIRES OR TO OBTAIN SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY
TO CONTINUE ITS BUSINESS.
(T)
TRANSACTIONS WITH AFFILIATES AND EMPLOYEES. EXCEPT AS SET FORTH
IN THE SEC REPORTS AND OTHER THAN THE GRANT OF STOCK OPTIONS OR OTHER EQUITY
AWARDS THAT ARE NOT INDIVIDUALLY OR IN THE AGGREGATE MATERIAL IN AMOUNT, NONE OF
THE OFFICERS OR DIRECTORS OF THE COMPANY AND, TO THE COMPANY'S KNOWLEDGE, NONE
OF THE EMPLOYEES OF THE COMPANY, IS PRESENTLY A PARTY TO ANY TRANSACTION WITH
THE COMPANY OR TO A PRESENTLY CONTEMPLATED TRANSACTION (OTHER THAN FOR SERVICES
AS EMPLOYEES, OFFICERS AND DIRECTORS) THAT WOULD BE REQUIRED TO BE DISCLOSED
PURSUANT TO ITEM 404 OF REGULATION S-K PROMULGATED UNDER THE SECURITIES ACT.
(U)
INTERNAL ACCOUNTING CONTROLS. THE COMPANY MAINTAINS A SYSTEM OF
INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT (I)
TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATIONS, (II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT
PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GAAP AND TO MAINTAIN
ASSET AND LIABILITY ACCOUNTABILITY, (III) ACCESS TO ASSETS OR INCURRENCE OF
LIABILITIES IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR
SPECIFIC AUTHORIZATION, AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS AND
LIABILITIES IS COMPARED WITH THE EXISTING ASSETS AND LIABILITIES AT REASONABLE
INTERVALS AND IN THE COMPANY'S GOOD FAITH JUDGMENT APPROPRIATE ACTION IS TAKEN
WITH RESPECT TO ANY DIFFERENCES.
(V)
SARBANES-OXLEY; DISCLOSURE CONTROLS. TO THE COMPANY'S KNOWLEDGE,
THE COMPANY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL OF