OTHERWISE PROVIDED UNDER ANY APPLICABLE LAWS) OWNERSHIP OF,
AND IS THE EXCLUSIVE OWNER OF, ALL SUCH PROPRIETARY RIGHTS BY OPERATION OF LAW
OR BY VALID ASSIGNMENT.
(D)
THE COMPANY AND EACH SUBSIDIARY TAKES
REASONABLE MEASURES TO PROTECT THE CONFIDENTIALITY OF THE PROPRIETARY RIGHTS,
INCLUDING REQUIRING EMPLOYEES AND INDEPENDENT CONTRACTORS HAVING ACCESS THERETO
TO EXECUTE WRITTEN NON-DISCLOSURE AGREEMENTS.
TO THE KNOWLEDGE OF THE COMPANY,
NO PROPRIETARY RIGHTS HAVE BEEN DISCLOSED OR AUTHORIZED TO BE DISCLOSED TO ANY
PERSON OR ENTITY, INCLUDING ANY EMPLOYEE, AGENT OR CONTRACTOR, OTHER THAN
PURSUANT TO A NON-DISCLOSURE AGREEMENT THAT ADEQUATELY PROTECTS THE PROPRIETARY
INTERESTS OF THE COMPANY AND THE SUBSIDIARIES IN AND TO SUCH PROPRIETARY
RIGHTS.
TO THE KNOWLEDGE OF THE COMPANY, NO PARTY TO ANY NON-DISCLOSURE
AGREEMENT RELATING TO THE PROPRIETARY RIGHTS IS IN BREACH THEREOF.
11
(E)
NEITHER THE EXECUTION NOR DELIVERY OF THIS
AGREEMENT OR THE TRANSACTION DOCUMENTS, NOR THE CARRYING ON OF THE COMPANY'S
BUSINESS BY THE EMPLOYEES OF THE COMPANY, NOR THE CONDUCT OF THE COMPANY'S
BUSINESS AS PRESENTLY PROPOSED WILL, TO THE KNOWLEDGE OF THE COMPANY, CONFLICT
WITH OR RESULT IN A BREACH OF THE TERMS, CONDITIONS OR PROVISIONS OF, OR
CONSTITUTE A DEFAULT UNDER, ANY CONTRACT, COVENANT OR INSTRUMENT UNDER WHICH ANY
EMPLOYEE IS NOW OBLIGATED.
(F)
SECTION 2.9(F) OF THE DISCLOSURE SCHEDULE
CONTAINS A COMPLETE AND ACCURATE LIST OF ALL LICENSE AND OTHER AGREEMENTS
RELATING TO THE MATERIAL PROPRIETARY RIGHTS.
2.10
MATERIAL CONTRACTS.
(A)
SET FORTH IN SECTION
2.10(A) OF THE DISCLOSURE SCHEDULE IS A TRUE AND COMPLETE LIST OF ALL MATERIAL
VENDOR AND CUSTOMER AGREEMENTS, LICENSES, DISTRIBUTION AGREEMENTS,
CONFIDENTIALITY AGREEMENTS, AGREEMENTS PROHIBITING OR LIMITING THE ABILITY OF
THE COMPANY AND THE SUBSIDIARIES TO FREELY COMPLETE PURCHASE AND SALES ORDERS,
POWERS OF ATTORNEY, UNDERTAKINGS, COMMITMENTS, NOTES, LOAN AGREEMENTS,
INDENTURES, MORTGAGES, GUARANTEES, PLEDGES, INSTRUMENTS, LEASES, DECREES OR
OBLIGATIONS TO WHICH THE COMPANY AND ANY OF THE SUBSIDIARIES IS A PARTY AND
WHICH RELATE TO THE BUSINESS OF THE COMPANY AND THE SUBSIDIARIES OR AGREEMENTS
BY WHICH THE COMPANY AND THE SUBSIDIARIES ARE BOUND, INCLUDING, WITHOUT
LIMITATION, (I) ANY MATERIAL AGREEMENT WHICH REQUIRES FUTURE EXPENDITURES BY THE
COMPANY OR ANY SUBSIDIARY OR WHICH MIGHT RESULT IN PAYMENTS TO THE COMPANY OR
ANY SUBSIDIARY, (II) ANY MATERIAL PURCHASE OR TASK ORDER WHICH MIGHT RESULT IN
PAYMENTS TO THE COMPANY OR ANY SUBSIDIARY, (III) ANY EMPLOYMENT AND CONSULTING
AGREEMENTS, (IV) ANY MATERIAL AGREEMENT WITH ANY CURRENT OR FORMER SHAREHOLDER
(EXCEPT FOR THE TRANSACTION DOCUMENTS), OFFICER OR DIRECTOR OF THE COMPANY OR
ANY SUBSIDIARY, OR ANY "AFFILIATE" OR "ASSOCIATE" OF SUCH PERSONS (AS SUCH TERMS
ARE DEFINED IN THE RULES AND REGULATIONS PROMULGATED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT")), INCLUDING, WITHOUT LIMITATION, ANY
AGREEMENT OR OTHER ARRANGEMENT PROVIDING FOR THE FURNISHING OF SERVICES BY,
RENTAL OF REAL OR PERSONAL PROPERTY FROM, OR OTHERWISE REQUIRING PAYMENTS TO,
ANY SUCH PERSON OR ENTITY, (V) ANY AGREEMENT RELATING TO THE DEVELOPMENT,
MANUFACTURE, MARKETING OR DISTRIBUTION OF THE PRODUCTS OR SERVICES OF THE
COMPANY AND THE SUBSIDIARIES AND (VI) ANY OTHER