SUBSIDIARIES AND LIENS FOR THE PAYMENT OF
FEDERAL, STATE OR OTHER TAXES, THE PAYMENT OF WHICH IS NEITHER DELINQUENT NOR
SUBJECT TO PENALTIES.
ANY REAL PROPERTY AND FACILITIES HELD UNDER LEASE BY THE
COMPANY AND THE SUBSIDIARIES ARE HELD BY THEM UNDER VALID, SUBSISTING AND
ENFORCEABLE LEASES OF WHICH THE COMPANY AND THE SUBSIDIARIES ARE IN COMPLIANCE.
(O)
INTELLECTUAL PROPERTY
(I)
THE COMPANY OR A SUBSIDIARY THEREOF HAS THE RIGHT TO USE OR IS
THE SOLE AND EXCLUSIVE OWNER OF ALL RIGHT, TITLE AND INTEREST IN AND TO ALL
MATERIAL FOREIGN AND DOMESTIC PATENTS, PATENT RIGHTS, TRADEMARKS, SERVICE MARKS,
TRADE NAMES, BRANDS AND COPYRIGHTS (WHETHER OR NOT REGISTERED AND, IF
APPLICABLE, INCLUDING PENDING APPLICATIONS FOR REGISTRATION) OWNED, USED OR
CONTROLLED BY THE COMPANY AND ITS SUBSIDIARIES (COLLECTIVELY, THE "INTELLECTUAL
PROPERTY RIGHTS") AND IN AND TO EACH MATERIAL INVENTION, SOFTWARE, TRADE SECRET,
TECHNOLOGY, PRODUCT, COMPOSITION, FORMULA AND METHOD OF PROCESS USED BY THE
COMPANY OR ITS SUBSIDIARIES (THE INTELLECTUAL PROPERTY RIGHTS AND SUCH OTHER
ITEMS, THE "INTELLECTUAL PROPERTY"), AND, TO THE COMPANY'S KNOWLEDGE, HAS THE
RIGHT TO USE THE SAME, FREE AND CLEAR OF ANY CLAIM OR CONFLICT WITH THE RIGHTS
OF OTHERS;
(II)
NO ROYALTIES OR FEES (LICENSE OR OTHERWISE) ARE PAYABLE BY THE
COMPANY OR ITS SUBSIDIARIES TO ANY PERSON BY REASON OF THE OWNERSHIP OR USE OF
ANY OF THE INTELLECTUAL PROPERTY EXCEPT AS SET FORTH ON SCHEDULE 3.1(O);
(III)
THERE HAVE BEEN NO CLAIMS MADE AGAINST THE COMPANY OR ITS
SUBSIDIARIES ASSERTING THE INVALIDITY, ABUSE, MISUSE, OR UNENFORCEABILITY OF ANY
OF THE INTELLECTUAL PROPERTY, AND, TO ITS KNOWLEDGE, THERE ARE NO REASONABLE
GROUNDS FOR ANY SUCH CLAIMS;
(IV)
NEITHER THE COMPANY NOR ITS SUBSIDIARIES HAVE MADE ANY CLAIM OF
ANY VIOLATION OR INFRINGEMENT BY OTHERS OF ITS RIGHTS IN THE INTELLECTUAL
PROPERTY, AND TO THE BEST OF THE COMPANY'S KNOWLEDGE, NO REASONABLE GROUNDS FOR
SUCH CLAIMS EXIST; AND
(V)
NEITHER THE COMPANY NOR ITS SUBSIDIARIES HAVE RECEIVED NOTICE THAT
IT IS IN CONFLICT WITH OR INFRINGING UPON THE ASSERTED RIGHTS OF OTHERS IN
CONNECTION WITH THE INTELLECTUAL PROPERTY.
15
(P)
INSURANCE.
THE COMPANY AND THE SUBSIDIARIES ARE INSURED BY
INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES AND RISKS
AND IN SUCH AMOUNTS AS ARE PRUDENT AND CUSTOMARY IN THE BUSINESSES IN WHICH THE
COMPANY AND THE SUBSIDIARIES ARE ENGAGED. TO THE BEST OF COMPANY'S KNOWLEDGE,
SUCH INSURANCE CONTRACTS AND POLICIES ARE ACCURATE AND COMPLETE.
DURING THE 12
MONTHS PRIOR TO THE DATE HEREOF, NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS
RECEIVED ANY NOTICE FROM ANY OF ITS INSURERS THAT IT WILL NOT BE ABLE TO RENEW
ITS EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES.
(Q)
TRANSACTIONS WITH AFFILIATES AND EMPLOYEES.
EXCEPT AS SET FORTH
IN THE RECENT REPORTS, NONE OF THE OFFICERS OR DIRECTORS OF THE COMPANY AND, TO
THE KNOWLEDGE OF THE COMPANY, NONE OF THE EMPLOYEES OF THE COMPANY IS PRESENTLY
A PARTY TO ANY TRANSACTION WITH THE COMPANY OR ANY SUBSIDIARY (OTHER THAN FOR
SERVICES AS EMPLOYEES, OFFICERS AND DIRECTORS),