SUBSIDIARY HAS RECEIVED ANY COMMUNICATIONS ALLEGING THAT THE
COMPANY OR ANY SUBSIDIARY HAS VIOLATED OR, BY CONDUCTING ITS BUSINESS AS
PROPOSED, WOULD VIOLATE, ANY OF THE PROPRIETARY RIGHTS OF ANY OTHER PERSON OR
ENTITY. THE COMPANY AND THE SUBSIDIARIES ARE NOT AWARE OF ANY MATERIAL VIOLATION
BY A THIRD PARTY OF ANY OF THEIR PROPRIETARY RIGHTS NECESSARY TO THEIR BUSINESS
AS NOW CONDUCTED.
2.19
EMPLOYEES.
EXCEPT AS SET FORTH ON SCHEDULE 2.19, ALL EMPLOYEES OF
THE COMPANY AND EACH SUBSIDIARY ARE EMPLOYED "AT WILL" AND MAY BE TERMINATED
WITHOUT PAYMENT OF SEVERANCE OR INCURRENCE OF ANY OTHER LIABILITY OF THE COMPANY
OR THE SUBSIDIARIES; NO EMPLOYEE OF THE COMPANY IS IN VIOLATION OF ANY MATERIAL
TERM OF ANY EMPLOYMENT CONTRACT, CONFIDENTIALITY AGREEMENT OR ANY OTHER MATERIAL
CONTRACTUAL OBLIGATION RELATING TO THE RIGHT OF ANY SUCH EMPLOYEE TO BE EMPLOYED
BY THE COMPANY OR ANY SUBSIDIARY; AND NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS
ANY EMPLOYEE SEVERANCE AGREEMENT COVERING ANY OF ITS EMPLOYEES.
EXCEPT AS SET
FORTH ON SCHEDULE 2.19, NEITHER THE COMPANY NOR ANY SUBSIDIARY IS A PARTY TO ANY
COLLECTIVE BARGAINING AGREEMENT OR OTHER LABOR UNION CONTRACT, NOR ARE ANY UNION
ORGANIZATION PROCEEDINGS PENDING OR THREATENED AGAINST THE COMPANY OR ANY OF THE
SUBSIDIARIES.
THERE IS NO LABOR STRIKE, SLOWDOWN OR WORK STOPPAGE OR LOCKOUT
AGAINST THE COMPANY OR ANY OF THE SUBSIDIARIES.
2.20
TITLE TO PROPERTIES.
THE ASSETS OWNED OR LEASED BY THE COMPANY AND
ITS SUBSIDIARIES ARE ALL OF THE ASSETS NECESSARY TO CONDUCT THE BUSINESS OF THE
COMPANY AND ITS SUBSIDIARIES AS CURRENTLY BEING CONDUCTED.
THE COMPANY AND ITS
SUBSIDIARIES HAVE GOOD AND MARKETABLE TITLE TO SUBSTANTIALLY ALL OF THE ASSETS
THEY OWN, REAL AND PERSONAL, MOVABLE AND IMMOVABLE, TANGIBLE AND INTANGIBLE,
FREE AND CLEAR OF ANY CHARGE, CLAIM, LIEN, PLEDGE, SECURITY
8
INTEREST OR OTHER ENCUMBRANCE, EXCEPT FOR: (A) LIENS FOR TAXES NOT YET DUE AND
PAYABLE, (B) ARTISAN'S OR MECHANIC'S LIENS ARISING IN THE ORDINARY COURSE OF
BUSINESS, (C) ENCUMBRANCES DESCRIBED ON SCHEDULE 2.20 HERETO, OR (D) MINOR
IMPERFECTIONS OF TITLE AND ENCUMBRANCES, IF ANY, WHICH (I) ARE NOT SUBSTANTIAL
IN AMOUNT, (II) DO NOT DETRACT FROM THE VALUE OF THE PROPERTY SUBJECT THERETO,
IMPAIR THE OPERATIONS OF THE BUSINESS OF THE COMPANY, OR THE USE OR LICENSE OF
CERTAIN OF THE ASSETS OF THE COMPANY, AND (III) HAVE ARISEN IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE.
2.21
BOOKS AND RECORDS.
SINCE SEPTEMBER 10, 2004, THE BOOKS AND RECORDS
OF THE COMPANY, INCLUDING, WITHOUT LIMITATION, ITS STOCK RECORD BOOKS AND MINUTE
BOOKS, ARE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND ACCURATELY AND
FAIRLY REFLECT ALL MEETINGS AND OTHER CORPORATE ACTIONS OF THE COMPANY'S
STOCKHOLDERS AND ITS BOARD OF DIRECTORS AND COMMITTEES THEREOF AND ALL MATERIAL
INFORMATION RELATING TO ITS BUSINESS, THE NATURE, ACQUISITION, MAINTENANCE,
LOCATION AND CHARACTER OF ITS ASSETS, AND THE NATURE OF ALL TRANSACTIONS GIVING
RISE TO ITS OBLIGATIONS OR ACCOUNTS RECEIVABLE.
2.22
RELATED PARTY TRANSACTIONS.
EXCEPT FOR THOSE CONTRACTS DESCRIBED
IN THE NOVEMBER REGISTRATION STATEMENT OR