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.
11
(P)
TRANSACTIONS WITH AFFILIATES AND EMPLOYEES.
EXCEPT AS SET
FORTH IN THE SEC REPORTS OR DISCLOSED IN SCHEDULE 3.1(P), NONE OF THE OFFICERS
OR DIRECTORS OF THE COMPANY AND, TO THE KNOWLEDGE OF THE COMPANY, NONE OF THE
EMPLOYEES OF THE COMPANY IS CURRENTLY 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, OR OTHERWISE REQUIRING PAYMENTS TO OR FROM ANY OFFICER,
DIRECTOR OR SUCH EMPLOYEE OR, TO THE KNOWLEDGE OF THE COMPANY, ANY ENTITY IN
WHICH ANY OFFICER, DIRECTOR, OR ANY SUCH EMPLOYEE HAS A SUBSTANTIAL INTEREST OR
IS AN OFFICER, DIRECTOR, TRUSTEE OR PARTNER.
(Q)
INTERNAL ACCOUNTING CONTROLS.
EXCEPT AS SET FORTH IN THE SEC
REPORTS OR DISCLOSED IN SCHEDULE 3.1(Q), THE COMPANY AND THE SUBSIDIARIES
MAINTAIN A SYSTEM OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE
REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH
MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS, (II) TRANSACTIONS ARE RECORDED
AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND TO MAINTAIN ASSET ACCOUNTABILITY,
(III) ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL
OR SPECIFIC AUTHORIZATION, AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS
COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION
IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
THE COMPANY HAS ESTABLISHED
DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED IN EXCHANGE ACT RULES 13A-14 AND
15D-14) FOR THE COMPANY AND DESIGNED SUCH DISCLOSURE CONTROLS AND PROCEDURES TO
ENSURE THAT MATERIAL INFORMATION RELATING TO THE COMPANY, INCLUDING ITS
SUBSIDIARIES, IS MADE KNOWN TO THE CERTIFYING OFFICERS BY OTHERS WITHIN THOSE
ENTITIES, PARTICULARLY DURING THE PERIOD IN WHICH THE COMPANY'S FORM 10-K OR
10-Q, AS THE CASE MAY BE, IS BEING PREPARED.
THE COMPANY'S CERTIFYING OFFICERS
HAVE EVALUATED THE EFFECTIVENESS OF THE COMPANY'S CONTROLS AND PROCEDURES IN
ACCORDANCE WITH ITEM 307 OF REGULATION S-K UNDER THE EXCHANGE ACT FOR THE
COMPANY'S MOST RECENTLY ENDED FISCAL QUARTER OR FISCAL YEAR-END (SUCH DATE, THE
"EVALUATION DATE").
THE COMPANY PRESENTED IN ITS MOST RECENTLY FILED FORM 10-K
OR FORM 10-Q THE CONCLUSIONS OF THE CERTIFYING OFFICERS ABOUT THE EFFECTIVENESS
OF THE DISCLOSURE CONTROLS AND PROCEDURES BASED ON THEIR EVALUATIONS AS OF THE
EVALUATION DATE.
SINCE THE EVALUATION DATE, THERE HAVE BEEN NO CHANGES IN THE
COMPANY'S INTERNAL CONTROLS THAT WOULD BE REQUIRED TO BE DISCLOSED PURSUANT TO
ITEM 308(C) OF REGULATION S-K UNDER THE EXCHANGE ACT OR, TO THE COMPANY'S
KNOWLEDGE, IN OTHER FACTORS THAT WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON THE COMPANY'S INTERNAL CONTROLS.
(R)
CERTAIN FEES.
EXCEPT AS SPECIFIED IN SCHEDULE 3.1(R), NO
BROKERAGE OR FINDER'S FEES OR