INTELLECTUAL
PROPERTY IS CURRENTLY USED BY THE COMPANY AND ITS SUBSIDIARIES.
(VIII)
TO THE COMPANY'S KNOWLEDGE, NONE OF THE MATERIAL
TRADE SECRETS, KNOW-HOW OR OTHER CONFIDENTIAL OR PROPRIETARY INFORMATION OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES HAS BEEN DISCLOSED TO ANY PERSON UNLESS SUCH
DISCLOSURE WAS NECESSARY, AND WAS MADE PURSUANT TO AN APPROPRIATE
CONFIDENTIALITY AGREEMENT.
(IX)
EXCEPT AS DISCLOSED IN SECTION 3.22(A)(IX)
OF THE COMPANY DISCLOSURE SCHEDULE, NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS GIVEN ANY INDEMNIFICATION TO ANY THIRD PARTY AGAINST
INFRINGEMENT OF SUCH INTELLECTUAL PROPERTY RIGHTS, AND NEITHER THE COMPANY NOR
ANY OF ITS SUBSIDIARIES HAS AGREED TO, OR ASSUMED, ANY OBLIGATION OR DUTY TO
INDEMNIFY, REIMBURSE, HOLD HARMLESS, GUARANTY OR OTHERWISE ASSUME OR INCUR ANY
OBLIGATION OR LIABILITY OR PROVIDE A RIGHT OF RESCISSION TO ANY THIRD PARTY WITH
RESPECT TO THE INFRINGEMENT, DILUTION, MISAPPROPRIATION OR OTHER VIOLATION OF
THE INTELLECTUAL PROPERTY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY OTHER
THIRD PARTY.
32
(B)
THE COMPANY AND EACH OF ITS AFFILIATES HAVE
IN FACT RECEIVED OR WILL OBTAIN PRIOR TO THE EXPIRATION DATE OF THE OFFER AN
EXECUTED EMPLOYEE CONFIDENTIALITY AGREEMENT WITH THE EMPLOYEES LISTED ON SECTION
3.22(B) OF THE COMPANY DISCLOSURE SCHEDULE THAT, AMONG OTHER THINGS, OBLIGATES
SUCH EMPLOYEES TO PROTECT THE COMPANY'S CONFIDENTIAL INFORMATION AND THE
CONFIDENTIAL INFORMATION THE COMPANY RECEIVES FROM ITS CUSTOMERS AND VENDORS.
SECTION 3.23.
INSURANCE.
THE COMPANY OR ITS
SUBSIDIARIES MAINTAIN POLICIES OF FIRE AND CASUALTY, LIABILITY AND OTHER FORMS
OF INSURANCE SET FORTH IN SECTION 3.23 OF THE COMPANY'S DISCLOSURE SCHEDULE
(DISCLOSING IN REASONABLE DETAIL FOR EACH POLICY THE TITLE AND ISSUER OF THE
POLICY, THE TYPE OF POLICY AND RISKS/LOSSES COVERED, THE PERSONS COVERED, THE
COVERAGE LIMITS AND DEDUCTIBLES, AND THE ANNUAL PREMIUMS).
ALL SUCH POLICIES
ARE IN FULL FORCE AND EFFECT, ALL PREMIUMS DUE AND PAYABLE THEREON HAVE BEEN
PAID, AND NO NOTICE OF CANCELLATION OR TERMINATION HAS BEEN RECEIVED WITH
RESPECT TO ANY SUCH POLICY.
SECTION 3.24.
AFFILIATE TRANSACTIONS.
SECTION 3.24
OF THE COMPANY DISCLOSURE SCHEDULE SETS FORTH A TRUE AND COMPLETE LIST
(INCLUDING NAMES OF PARTIES, AMOUNTS INVOLVED AND BRIEF DESCRIPTIONS) OF ALL
TRANSACTIONS, AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS (OR SERIES THEREOF),
WRITTEN OR ORAL, BETWEEN THE COMPANY OR ANY OF ITS SUBSIDIARIES AND ANY OF ITS
OR THEIR DIRECTORS OR EXECUTIVE OFFICERS (INCLUDING, IN THE CASE OF NATURAL
PERSONS, ANY OF SUCH PERSONS' RELATIVES OR AFFILIATES, BUT EXCLUDING ANY
DEALINGS EXCLUSIVELY AMONG THE COMPANY AND ITS SUBSIDIARIES) CURRENTLY EXISTING
OR EFFECTED OR ENTERED INTO SINCE JANUARY 1, 2001, OTHER THAN ANY SUCH
TRANSACTIONS, AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS OTHERWISE SPECIFICALLY
DISCLOSED IN THE FILED COMPANY SEC DOCUMENTS.
SECTION 3.25.
INDEMNIFICATION CLAIMS.
OTHER THAN AS
SET FORTH ON SECTION 3.25 OF THE COMPANY DISCLOSURE SCHEDULE, THE COMPANY IS NOT
AWARE OF ANY INDEMNIFICATION, BREACH OF CONTRACT OR SIMILAR CLAIMS BY OR AGAINST
THE COMPANY OR ANY OF ITS SUBSIDIARIES WHICH ARE PENDING OR, TO THE KNOWLEDGE OF
THE COMPANY, THREATENED (OR WHICH COULD BE REASONABLY EXPECTED TO BE MADE IN