ALL
LIENS, EXCEPT FOR LIENS AS DO NOT MATERIALLY AFFECT THE VALUE OF SUCH PROPERTY
AND DO NOT MATERIALLY INTERFERE WITH THE USE MADE AND PROPOSED TO BE MADE OF
SUCH PROPERTY BY THE COMPANY AND THE SUBSIDIARIES AND LIENS FOR THE PAYMENT OF
FEDERAL, STATE OR OTHER TAXES, THE PAYMENT OF WHICH IS NEITHER DELINQUENT NOR
SUBJECT TO PENALTIES AND THE LIENS SET FORTH ON SCHEDULE 3.1(N).
ANY REAL
PROPERTY AND FACILITIES HELD UNDER LEASE BY THE COMPANY AND THE SUBSIDIARIES ARE
HELD BY THEM UNDER VALID, SUBSISTING AND ENFORCEABLE LEASES WITH WHICH THE
COMPANY AND THE SUBSIDIARIES ARE IN COMPLIANCE.
(O)
PATENTS AND TRADEMARKS.
THE COMPANY AND THE SUBSIDIARIES OWN, OR
HAVE RIGHTS TO USE, ALL PATENTS, PATENT RIGHTS, PATENT APPLICATIONS, TRADEMARKS,
TRADEMARK APPLICATIONS, SERVICE MARKS, TRADE NAMES, COPYRIGHTS, TRADE SECRETS,
INVENTIONS, KNOW-HOW, LICENSES AND OTHER SIMILAR RIGHTS NECESSARY OR MATERIAL
FOR USE IN CONNECTION WITH THEIR RESPECTIVE BUSINESSES AS DESCRIBED IN THE SEC
REPORTS AND WHICH THE FAILURE TO SO HAVE COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT (COLLECTIVELY, THE
13
"INTELLECTUAL PROPERTY RIGHTS").
NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS
RECEIVED A WRITTEN NOTICE OR HAS KNOWLEDGE THAT THE INTELLECTUAL PROPERTY RIGHTS
USED BY THE COMPANY OR ANY SUBSIDIARY VIOLATES OR INFRINGES, OR ALLEGEDLY
VIOLATES OR ALLEGEDLY INFRINGES, UPON THE RIGHTS OF ANY PERSON.
TO THE
KNOWLEDGE OF THE COMPANY, ALL SUCH INTELLECTUAL PROPERTY RIGHTS ARE ENFORCEABLE
AND THERE IS NO EXISTING INFRINGEMENT BY ANOTHER PERSON OF ANY OF THE
INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
THE COMPANY AND ITS SUBSIDIARIES HAVE
TAKEN REASONABLE SECURITY MEASURES TO PROTECT THE SECRECY, CONFIDENTIALITY AND
VALUE OF ALL OF INTELLECTUAL PROPERTY RIGHTS, EXCEPT WHERE FAILURE TO DO SO
COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(P)
INSURANCE.
THE COMPANY AND THE SUBSIDIARIES ARE, TO THE KNOWLEDGE
OF THE COMPANY, 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,
INCLUDING, BUT NOT LIMITED TO, DIRECTORS AND OFFICERS INSURANCE COVERAGE AT
LEAST EQUAL TO THE AGGREGATE SUBSCRIPTION AMOUNT.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY HAS ANY REASON TO BELIEVE THAT IT WILL NOT BE ABLE TO RENEW ITS
EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR TO OBTAIN
SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE ITS
BUSINESS WITHOUT A SIGNIFICANT INCREASE IN COST.
(Q)
TRANSACTIONS WITH AFFILIATES AND EMPLOYEES.
EXCEPT AS SET FORTH
IN THE SEC 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), INCLUDING ANY CONTRACT,
AGREEMENT OR OTHER ARRANGEMENT PROVIDING FOR THE FURNISHING OF SERVICES TO OR
BY, PROVIDING FOR RENTAL OF REAL OR PERSONAL PROPERTY TO OR FROM,