TO THE PATENTS, PATENT APPLICATIONS,
PATENT RIGHTS, INVENTIONS, KNOW-HOW, TRADE SECRETS, TRADEMARKS, TRADEMARK
APPLICATIONS, SERVICE MARKS, SERVICE NAMES, TRADE NAMES OR COPYRIGHTS OF ANY
OTHER PERSON OR ENTITY.
THERE IS NO
7
CLAIM OR ACTION OR PROCEEDING PENDING OR, TO THE COMPANY'S KNOWLEDGE, THREATENED
THAT CHALLENGES THE RIGHT OF THE COMPANY WITH RESPECT TO ANY INTELLECTUAL
PROPERTY.
TO THE KNOWLEDGE OF THE COMPANY, THE COMPANY'S INTELLECTUAL PROPERTY
DOES NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON WHICH, IF
THE SUBJECT OF AN UNFAVORABLE DECISION, RULING OR FINDING WOULD HAVE A MATERIAL
ADVERSE EFFECT.
3.11
TAX STATUS.
THE COMPANY HAS TIMELY MADE OR FILED ALL FEDERAL,
STATE AND FOREIGN INCOME AND ALL OTHER TAX RETURNS, REPORTS AND DECLARATIONS
REQUIRED BY ANY JURISDICTION TO WHICH IT IS SUBJECT (UNLESS AND ONLY TO THE
EXTENT THAT THE COMPANY HAS SET ASIDE ON ITS BOOKS PROVISIONS REASONABLY
ADEQUATE FOR THE PAYMENT OF ALL UNPAID AND UNREPORTED TAXES) AND HAS TIMELY PAID
ALL TAXES AND OTHER GOVERNMENTAL ASSESSMENTS AND CHARGES, SHOWN OR DETERMINED TO
BE DUE ON SUCH RETURNS, REPORTS AND DECLARATIONS, EXCEPT THOSE BEING CONTESTED
IN GOOD FAITH, AND HAS SET ASIDE ON ITS BOOKS PROVISIONS REASONABLY ADEQUATE FOR
THE PAYMENT OF ALL TAXES FOR PERIODS SUBSEQUENT TO THE PERIODS TO WHICH SUCH
RETURNS, REPORTS OR DECLARATIONS APPLY.
TO THE KNOWLEDGE OF THE COMPANY, THERE
ARE NO UNPAID TAXES CLAIMED TO BE DUE BY THE TAXING AUTHORITY OF ANY
JURISDICTION, AND THE OFFICERS OF THE COMPANY KNOW OF NO BASIS FOR ANY SUCH
CLAIM.
THE COMPANY HAS NOT EXECUTED A WAIVER WITH RESPECT TO THE STATUTE OF
LIMITATIONS RELATING TO THE ASSESSMENT OR COLLECTION OF ANY FOREIGN, FEDERAL,
STATE OR LOCAL TAX.
NONE OF THE COMPANY'S TAX RETURNS IS PRESENTLY BEING
AUDITED BY ANY TAXING AUTHORITY.
3.12
ENVIRONMENTAL LAWS.
THE COMPANY (I) IS IN COMPLIANCE WITH ALL
APPLICABLE FOREIGN FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS RELATING TO THE
PROTECTION OF HUMAN HEALTH AND SAFETY, THE ENVIRONMENT OR HAZARDOUS OR TOXIC
SUBSTANCES OR WASTES, POLLUTANTS OR CONTAMINANTS ("ENVIRONMENTAL LAWS"),
(II) HAS RECEIVED ALL PERMITS, LICENSES OR OTHER APPROVALS REQUIRED OF THEM
UNDER APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT ITS BUSINESS AND (III) IS IN
COMPLIANCE WITH ALL TERMS AND CONDITIONS OF ANY SUCH PERMIT, LICENSE OR APPROVAL
WHERE, IN EACH OF THE THREE FOREGOING CLAUSES, THE FAILURE TO SO COMPLY WOULD
HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
3.13
NO BROKERS.
THE COMPANY HAS TAKEN NO ACTION WHICH WOULD GIVE RISE
TO ANY CLAIM BY ANY PERSON FOR BROKERAGE COMMISSIONS, FINDER'S FEES OR SIMILAR
PAYMENTS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY,
EXCEPT FOR DEALINGS WITH NETWORK 1 FINANCIAL SERVICES, INC., WHOSE COMMISSIONS
AND FEES WILL BE PAID FOR BY THE COMPANY.
3.14
INSURANCE.
THE COMPANY IS INSURED BY INSURERS OF RECOGNIZED
FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES AND RISKS AND IN SUCH AMOUNTS AS
MANAGEMENT OF THE COMPANY REASONABLY BELIEVES TO BE PRUDENT AND CUSTOMARY IN THE
BUSINESSES IN WHICH THE COMPANY IS ENGAGED.
3.15
EMPLOYMENT MATTERS.