WITH RESPECT TO THE BUSINESS.
THIS INCLUDES, WITHOUT LIMITATION, ANY
AUDITS OR INVESTIGATIONS CONDUCTED BY THE DEPARTMENT OF LABOR, THE EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION, THE DEPARTMENT OF JUSTICE OR ANY OTHER
GOVERNMENTAL BODY, REGARDING COMPLIANCE WITH ANY OF THE FOLLOWING:
(I)
THE FAIR LABOR STANDARDS ACT OR ANY
OTHER WAGE AND HOUR LAWS;
(II)
TITLE VII, THE AGE DISCRIMINATION IN
EMPLOYMENT ACT, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL
LEAVE ACT, OR ANY OTHER LAWS PROHIBITING EMPLOYMENT DISCRIMINATION; AND
(III)
THE FAIR EMPLOYMENT & HOUSING ACT OR ANY
OTHER APPLICABLE STATE OR LOCAL LAWS GOVERNING EMPLOYMENT.
(H)
SELLER DOES NOT HAVE ANY KNOWLEDGE OF ANY
BASIS ON WHICH ANY CURRENT EMPLOYEE, AND ANY EMPLOYEE WHOSE EMPLOYMENT WITH THE
BUSINESS TERMINATED FOR ANY REASON DURING THE THREE YEARS PRIOR TO THE CLOSING
DATE, COULD CLAIM FAILURE TO PAY THE MINIMUM WAGE, OR FAILURE TO PAY OVERTIME
WAGES WHERE APPLICABLE, OR FAILURE TO PAY ALL WAGES WHEN DUE.
3.22
INTELLECTUAL PROPERTY.
(A)
NEITHER SELLER (SOLELY WITH RESPECT TO THE
DIGITRAN BUSINESS), PARENT (SOLELY WITH RESPECT TO THE DIGITRAN BUSINESS) NOR
XCEL JAPAN IS A PARTY TO ANY CONTRACT RELATING TO THE INTELLECTUAL PROPERTY
ASSETS OR BY WHICH SELLER (SOLELY WITH RESPECT TO THE DIGITRAN BUSINESS), PARENT
(SOLELY WITH RESPECT TO THE DIGITRAN BUSINESS) OR XCEL JAPAN IS BOUND,
44
EXCEPT FOR ANY LICENSE IMPLIED BY THE SALE OF A PRODUCT AND PERPETUAL, PAID-UP
LICENSES FOR COMMONLY AVAILABLE SOFTWARE PROGRAMS WITH A VALUE OF LESS THAN
$15,000 UNDER WHICH SELLER (SOLELY WITH RESPECT TO THE DIGITRAN BUSINESS),
PARENT (SOLELY WITH RESPECT TO THE DIGITRAN BUSINESS) OR XCEL JAPAN IS THE
LICENSEE.
THERE ARE NO OUTSTANDING AND, TO THE KNOWLEDGE OF SELLER, NO
THREATENED DISPUTES OR DISAGREEMENTS WITH RESPECT TO ANY SUCH CONTRACT.
ALL
SUCH CONTRACTS ARE IN FULL FORCE AND EFFECT, AND, TO THE KNOWLEDGE OF SELLER,
THERE IS NO DEFAULT BY ANY PARTY THERETO. EXCEPT AS SET FORTH ON
SECTION 3.22(A) OF THE DISCLOSURE SCHEDULE, ALL OF THE RIGHTS OF SELLER OR
PARENT UNDER SUCH CONTRACTS ARE FREELY ASSIGNABLE. SELLER OR PARENT, AS
APPLICABLE, HAS THE EXCLUSIVE RIGHT TO USE, DISTRIBUTE, TRANSFER AND BRING
INFRINGEMENT ACTIONS WITH RESPECT TO THE INTELLECTUAL PROPERTY ASSETS. EXCEPT AS
SET FORTH ON SECTION 3.22(A) OF THE DISCLOSURE SCHEDULE, NEITHER SELLER NOR
PARENT HAS LICENSED OR GRANTED TO ANYONE RIGHTS OF ANY NATURE WITH RESPECT TO
ANY OF THE INTELLECTUAL PROPERTY ASSETS.
(B)
NO CURRENT EMPLOYEE OF THE BUSINESS HAS
ENTERED INTO ANY CONTRACT THAT RESTRICTS OR LIMITS IN ANY WAY THE SCOPE OR TYPE
OF WORK IN WHICH THE EMPLOYEE MAY BE ENGAGED OR REQUIRES THE EMPLOYEE TO
TRANSFER, ASSIGN, OR DISCLOSE INFORMATION CONCERNING HIS WORK TO ANYONE OTHER
THAN SELLER OR XCEL JAPAN, AS APPLICABLE.
(C)
(I)
SECTION 3.22(C) OF DISCLOSURE SCHEDULE CONTAINS A COMPLETE AND ACCURATE LIST AND
SUMMARY DESCRIPTION OF ALL PATENTS AND PENDING PATENT APPLICATIONS RELATING TO
THE BUSINESS.
SELLER, PARENT OR XCEL JAPAN IS THE OWNER OF ALL RIGHT, TITLE,
AND INTEREST IN AND TO EACH OF THE