AND FACILITIES
HELD UNDER LEASE BY THE COMPANY OR ANY OF ITS SUBSIDIARIES ARE HELD BY IT UNDER
VALID, SUBSISTING AND ENFORCEABLE LEASES WITH SUCH EXCEPTIONS AS ARE NOT
MATERIAL AND DO NOT INTERFERE WITH THE USE MADE AND PROPOSED TO BE MADE OF SUCH
PROPERTY AND BUILDINGS.
4.12.
PATENTS AND TRADEMARKS.
THE COMPANY AND THE SUBSIDIARIES HAVE, OR
HAVE RIGHTS TO USE, PATENTS, TRADEMARKS, SERVICE MARKS, TRADE NAMES, TRADE
SECRETS, INVENTIONS, COPYRIGHTS, AND OTHER INTELLECTUAL PROPERTY RIGHTS
NECESSARY FOR USE IN CONNECTION WITH ITS BUSINESS AND WHICH THE FAILURE TO SO
HAVE WOULD HAVE OR WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT (COLLECTIVELY, THE "INTELLECTUAL PROPERTY RIGHTS").
NEITHER THE COMPANY
NOR ANY SUBSIDIARY HAS RECEIVED ANY WRITTEN NOTICE THAT ANY PRODUCT OR SERVICE
OFFERED BY THE COMPANY OR ANY SUBSIDIARY AS OF THE DATE HEREOF, OR ANY USE OF
ITS INTELLECTUAL PROPERTY RIGHTS AS OF THE DATE HEREOF, VIOLATE OR INFRINGE UPON
THE RIGHTS OF ANY OTHER PERSON.
ALL SUCH INTELLECTUAL PROPERTY RIGHTS ARE
ENFORCEABLE AND, TO THE KNOWLEDGE OF THE COMPANY, THERE IS NO EXISTING
INFRINGEMENT BY ANOTHER PERSON OF ANY OF THE INTELLECTUAL PROPERTY RIGHTS.
4.13.
LABOR RELATIONS.
NO MATERIAL LABOR DISPUTE EXISTS OR, TO THE
KNOWLEDGE OF THE COMPANY, IS IMMINENT WITH RESPECT TO ANY OF THE EMPLOYEES OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES WHICH HAS RESULTED IN OR WOULD REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NO EXECUTIVE OFFICER IS, OR
IS NOW EXPECTED TO BE, IN MATERIAL VIOLATION OF ANY TERM OF ANY EMPLOYMENT
CONTRACT, CONFIDENTIALITY, DISCLOSURE OR PROPRIETARY INFORMATION AGREEMENT OR
NON-COMPETITION AGREEMENT, OR ANY OTHER CONTRACT OR AGREEMENT OR ANY RESTRICTIVE
COVENANT, AND THE CONTINUED EMPLOYMENT OF EACH SUCH EXECUTIVE OFFICER DOES NOT
SUBJECT THE COMPANY TO ANY LIABILITY WITH RESPECT TO ANY OF THE FOREGOING
MATTERS.
THE COMPANY AND EACH SUBSIDIARY IS IN COMPLIANCE WITH ALL APPLICABLE
LAWS AND REGULATIONS RELATING TO EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS AND
CONDITIONS OF EMPLOYMENT AND WAGES AND HOURS, EXCEPT WHERE
10
THE FAILURE TO BE IN COMPLIANCE WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
4.14.
EXCHANGE ACT REGISTRATION.
THE COMMON STOCK IS REGISTERED PURSUANT
TO SECTION 12(B) OF THE EXCHANGE ACT, AND THE COMPANY HAS TAKEN NO ACTION
DESIGNED TO, OR WHICH IS LIKELY TO HAVE THE EFFECT OF, TERMINATING THE
REGISTRATION OF THE COMMON STOCK UNDER THE EXCHANGE ACT NOR HAS THE COMPANY
RECEIVED ANY NOTIFICATION THAT THE SEC IS CONTEMPLATING TERMINATING SUCH
REGISTRATION.
4.15.
APPLICATION OF TAKEOVER PROTECTIONS.
THE COMPANY AND THE BOARD
HAVE TAKEN ALL NECESSARY ACTION TO ENSURE THAT THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL BE DEEMED TO
BE EXCEPTIONS TO THE PROVISIONS OF SECTION 203 OF THE DELAWARE GENERAL
CORPORATION LAW AND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION, AND
THAT ANY OTHER SIMILAR MORATORIUM, CONTROL SHARE ACQUISITION, FAIR PRICE,
BUSINESS COMBINATION, POISON PILL (INCLUDING ANY DISTRIBUTION UNDER A RIGHTS
AGREEMENT) OR OTHER SIMILAR