TRADEMARKS, TRADEMARK APPLICATIONS, SERVICE MARKS, SERVICE NAMES,
TRADE NAMES AND COPYRIGHTS NECESSARY TO ENABLE IT TO CONDUCT ITS BUSINESS AS NOW
OPERATED (THE "INTELLECTUAL PROPERTY"). EXCEPT AS SET FORTH IN SCHEDULE IV
ATTACHED HERETO, THERE ARE NO MATERIAL OUTSTANDING OPTIONS, LICENSES OR
AGREEMENTS RELATING TO THE INTELLECTUAL PROPERTY, NOR IS THE COMPANY BOUND BY OR
A PARTY TO ANY MATERIAL OPTIONS, LICENSES OR AGREEMENTS RELATING TO THE PATENTS,
PATENT APPLICATIONS, PATENT RIGHTS, INVENTIONS, KNOW-HOW, TRADE SECRETS,
TRADEMARKS, TRADEMARK APPLICATIONS, SERVICE MARKS, SERVICE NAMES, TRADE NAMES OR
COPYRIGHTS OF ANY OTHER PERSON OR ENTITY. EXCEPT AS SET FORTH IN SCHEDULE IV
ATTACHED HERETO, THERE IS NO CLAIM OR ACTION OR PROCEEDING PENDING OR, TO THE
COMPANY'S KNOWLEDGE, THREATENED THAT CHALLENGES THE RIGHT OF THE COMPANY WITH
RESPECT TO ANY INTELLECTUAL PROPERTY. EXCEPT AS SET FORTH IN SCHEDULE IV
ATTACHED HERETO, TO THE KNOWLEDGE OF THE COMPANY, THE COMPANY'S INTELLECTUAL
PROPERTY DOES 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.
SECTION 2.12.
INSURANCE. THE COMPANY IS
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 IS 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 PURCHASERS IN CONNECTION WITH THIS AGREEMENT,