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.
9
SECTION 2.12.
INSURANCE.
THE COMPANY AND ITS SUBSIDIARIES ARE INSURED
BY INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES AND RISKS
AND IN SUCH AMOUNTS AS MANAGEMENT OF THE COMPANY BELIEVES TO BE PRUDENT AND
CUSTOMARY IN THE BUSINESSES IN WHICH THE COMPANY AND ITS SUBSIDIARIES ARE
ENGAGED.
SECTION 2.13.
BROKERS.
THE COMPANY HAS NO CONTRACT, ARRANGEMENT OR
UNDERSTANDING WITH ANY BROKER, FINDER OR SIMILAR AGENT WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 2.14.
NON-OPERATIONAL SUBSIDIARIES.
NEITHER BUGSOLVER.COM,
INC., TEKINSIGHT E-GOVERNMENT SERVICES, INC., NOR TEKINSIGHT RESEARCH, INC.
OPERATES ANY BUSINESS, NOR DOES ANY SUCH ENTITY OWN ANY MATERIAL ASSETS.
SECTION 2.15.
FEDERAL RESERVE REGULATIONS.
THE COMPANY IS NOT ENGAGED
IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING
MARGIN SECURITIES (WITHIN THE MEANING OF REGULATION G OF THE BOARD OF GOVERNORS
OF THE FEDERAL RESERVE SYSTEM), AND NO PART OF THE PROCEEDS OF THE NOTES WILL BE
USED TO PURCHASE OR CARRY ANY MARGIN SECURITY OR TO EXTEND CREDIT TO OTHERS FOR
THE PURPOSE OF PURCHASING OR CARRYING ANY MARGIN SECURITY OR IN ANY OTHER MANNER
WHICH WOULD INVOLVE A VIOLATION OF ANY OF THE REGULATIONS OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
SECTION 2.16.
OFFICE HEADQUARTERS.
THE SOLE LEASE AGREEMENT NOW
CURRENTLY IN FULL FORCE AND EFFECT FOR THE COMPANY'S PRINCIPAL PLACE OF BUSINESS
IS THAT CERTAIN OFFICE LEASE AGREEMENT, MADE AND ENTERED INTO AS OF THE 21ST DAY
OF JULY, 2003, BY AND BETWEEN CA-FAIRCHILD CORPORATE CENTER LIMITED PARTNERSHIP,
A DELAWARE LIMITED PARTNERSHIP, AS LANDLORD, AND INTEGRATION TECHNOLOGIES, INC.,
A CALIFORNIA CORPORATION, TENANT (AS AMENDED, SUPPLEMENTED, OR OTHERWISE
MODIFIED FROM TIME TO TIME) (THE "OFFICE LEASE").
SECTION 2.17.
REPRESENTATIONS COMPLETE.
THE REPRESENTATIONS AND
WARRANTIES MADE BY THE COMPANY IN THIS AGREEMENT, THE STATEMENTS MADE IN ANY
CERTIFICATES FURNISHED BY THE COMPANY PURSUANT TO THIS AGREEMENT, AND THE
STATEMENTS MADE BY THE COMPANY IN ANY DOCUMENTS MAILED, DELIVERED OR FURNISHED
TO THE PURCHASER IN CONNECTION WITH THIS AGREEMENT, TAKEN AS A WHOLE, DO NOT
CONTAIN AND WILL NOT CONTAIN, AS OF THEIR RESPECTIVE DATES AND AS OF THE CLOSING
DATE, ANY MISSTATEMENTS OF MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN OR THEREIN, IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Company that:
(A)
IT IS AN "ACCREDITED INVESTOR," AS SUCH
TERM IS DEFINED IN RULE 501(A) OF REGULATION D PROMULGATED UNDER THE SECURITIES
ACT;
(B)
IT HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE
IN INVESTING IN COMPANIES SIMILAR TO THE COMPANY IN TERMS OF THE COMPANY'S STAGE
OF DEVELOPMENT SO AS TO BE ABLE TO EVALUATE THE RISKS AND MERITS OF ITS
INVESTMENT IN THE COMPANY AND IT IS ABLE FINANCIALLY