OR OTHER
RIGHTS IN OR TO ANY COMPANY INTELLECTUAL PROPERTY.
SCHEDULE 4.16 LISTS ALL
PATENTS, PATENT APPLICATIONS, REGISTERED TRADEMARKS, TRADEMARK APPLICATIONS,
REGISTERED SERVICE MARKS, SERVICE MARK APPLICATIONS, MATERIAL UNREGISTERED
TRADEMARKS OR SERVICE MARKS, TRADE NAMES, REGISTERED COPYRIGHTS, MATERIAL
UNREGISTERED COPYRIGHTS, AND DOMAIN NAMES OWNED BY OR EXCLUSIVELY LICENSED TO
THE COMPANY.
NO COMPANY PRODUCT IS SUBJECT TO ANY OPEN SOURCE, PUBLIC SOURCE,
FREEWARE, SHAREWARE, COPYLEFT, COMMUNITY SOURCE OR SIMILAR OBLIGATION OR
CONDITION THAT COULD REQUIRE THE DISCLOSURE OF ANY SOURCE CODE TO ANY PERSON OR
ENTITY OR OTHERWISE LIMIT THE RIGHT OF ANY COMPANY GROUP MEMBER TO USE OR
DISTRIBUTE ANY COMPANY PRODUCT.
EACH COMPANY GROUP MEMBER HAS TAKEN ALL
COMMERCIALLY REASONABLE ACTION TO ESTABLISH, MAINTAIN, PROTECT, PRESERVE AND
ENFORCE ITS RIGHTS IN THE COMPANY INTELLECTUAL PROPERTY.
4.17
EMPLOYEES.
SINCE THE MOST RECENT BALANCE SHEET DATE, NO KEY
EMPLOYEES AND NO GROUP OF EMPLOYEES HAS TERMINATED, OR TO THE KNOWLEDGE OF THE
COMPANY, PLANS TO TERMINATE, EMPLOYMENT WITH THE COMPANY GROUP.
THE COMPANY
GROUP IS NOT A PARTY TO OR BOUND BY ANY COLLECTIVE BARGAINING AGREEMENT, NOR HAS
IT EXPERIENCED ANY STRIKE, MATERIAL GRIEVANCE, MATERIAL CLAIM OF UNFAIR LABOR
PRACTICE OR OTHER COLLECTIVE BARGAINING DISPUTE.
TO THE KNOWLEDGE OF THE
COMPANY, THERE IS NO ORGANIZATIONAL EFFORT BEING MADE OR THREATENED BY OR ON
BEHALF OF ANY LABOR UNION WITH RESPECT TO THE COMPANY GROUP'S EMPLOYEES.
TO THE
KNOWLEDGE OF THE COMPANY, THE COMPANY GROUP HAS NOT COMMITTED ANY UNFAIR LABOR
PRACTICE OR MATERIALLY VIOLATED ANY FEDERAL, STATE OR LOCAL LAW OR REGULATION
REGULATING EMPLOYERS OR THE TERMS AND CONDITIONS OF ITS EMPLOYEES' EMPLOYMENT,
INCLUDING LAWS REGULATING EMPLOYEE WAGES AND HOURS, EMPLOYMENT DISCRIMINATION,
EMPLOYEE CIVIL RIGHTS, EQUAL EMPLOYMENT OPPORTUNITY AND EMPLOYMENT OF FOREIGN
23
NATIONALS, EXCEPT FOR SUCH VIOLATIONS AS WOULD NOT IN THE AGGREGATE BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
4.18
ERISA; EMPLOYEE BENEFITS.
SECTION 4.18 OF THE DISCLOSURE SCHEDULES
SETS FORTH A COMPLETE AND CORRECT LIST OF EACH EMPLOYEE BENEFIT PLAN (AS SUCH
TERM IS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA")) AND EACH OTHER BENEFIT PLAN, PROGRAM OR
ARRANGEMENT MAINTAINED, ESTABLISHED, SPONSORED, CONTRIBUTED OR REQUIRED TO BE
CONTRIBUTED TO BY ANY MEMBER OF THE COMPANY GROUP, OR WITH RESPECT TO WHICH THE
COMPANY GROUP HAS ANY MATERIAL LIABILITY (EACH A "PLAN" AND COLLECTIVELY, THE
"PLANS").
THE COMPANY GROUP DOES NOT MAINTAIN, CONTRIBUTE TO, OR HAVE ANY
LIABILITY UNDER (OR WITH RESPECT TO) ANY "DEFINED BENEFIT PLAN" (AS DEFINED IN
SECTION 3(35) OF ERISA), OR ANY "MULTIEMPLOYER PLAN" (AS DEFINED IN SECTION
3(37) OF ERISA), AND DOES NOT OTHERWISE HAVE ANY CURRENT OR POTENTIAL LIABILITY
UNDER TITLE IV OF ERISA.
NO PLAN HAS ANY UNFUNDED OR UNDERFUNDED LIABILITIES.
EACH PLAN THAT IS INTENDED TO BE QUALIFIED UNDER SECTION 401(A) OF THE CODE IS
SO QUALIFIED.
EACH OF THE PLANS HAS BEEN MAINTAINED, FUNDED AND ADMINISTERED IN
MATERIAL COMPLIANCE WITH ITS TERMS AND WITH THE APPLICABLE PROVISIONS OF ERISA,
THE CODE, AND ANY OTHER APPLICABLE LAWS.
THE COMPANY