USE (OR CAN OBTAIN THE RIGHT TO USE ON
REASONABLE COMMERCIAL TERMS), ALL PATENTS, TRADEMARKS, SERVICE MARKS, TRADE
NAMES, COPYRIGHTS, LICENSES, TRADE SECRETS OR OTHER PROPRIETARY RIGHTS
(COLLECTIVELY, THE "PROPRIETARY RIGHTS") NECESSARY TO THEIR BUSINESS AS NOW
CONDUCTED WITHOUT INFRINGING UPON THE RIGHT OF ANY PERSON.
EXCEPT FOR EMPLOYEE
CONFIDENTIALITY AGREEMENTS WITH EMPLOYEES AND CONSULTANTS, THERE ARE NO
OUTSTANDING MATERIAL OPTIONS, LICENSES OR AGREEMENTS RELATING TO INTELLECTUAL
PROPERTY RIGHTS OF THE COMPANY OR ANY SUBSIDIARY NECESSARY TO THEIR BUSINESS AS
NOW CONDUCTED, NOR IS THE COMPANY OR ANY SUBSIDIARY BOUND BY OR A PARTY TO ANY
MATERIAL OPTIONS, LICENSES OR AGREEMENTS WITH RESPECT TO THE PROPRIETARY RIGHTS
OF ANY OTHER PERSON OR ENTITY.
TO THE COMPANY'S KNOWLEDGE, NEITHER THE COMPANY
NOR ANY SUBSIDIARY HAS VIOLATED OR IS IN CURRENT VIOLATION OF, AND NEITHER THE
COMPANY NOR ANY SUBSIDIARY HAS RECEIVED ANY COMMUNICATIONS ALLEGING THAT THE
COMPANY OR ANY SUBSIDIARY HAS VIOLATED OR, BY CONDUCTING ITS BUSINESS AS
PROPOSED, WOULD VIOLATE, ANY OF
7
THE PROPRIETARY RIGHTS OF ANY OTHER PERSON OR ENTITY.
THE COMPANY AND THE
SUBSIDIARIES ARE NOT AWARE OF ANY MATERIAL VIOLATION BY A THIRD PARTY OF ANY OF
THEIR PROPRIETARY RIGHTS NECESSARY TO THEIR BUSINESS AS NOW CONDUCTED.
2.15
EMPLOYEES.
EXCEPT AS SET FORTH ON SCHEDULE 2.15, ALL EMPLOYEES OF
THE COMPANY AND EACH SUBSIDIARY ARE EMPLOYED "AT WILL" AND MAY BE TERMINATED
WITHOUT PAYMENT OF SEVERANCE OR INCURRENCE OF ANY OTHER LIABILITY OF THE COMPANY
OR THE SUBSIDIARIES; NO EMPLOYEE OF THE COMPANY IS IN VIOLATION OF ANY MATERIAL
TERM OF ANY EMPLOYMENT CONTRACT, CONFIDENTIALITY AGREEMENT OR ANY OTHER MATERIAL
CONTRACTUAL OBLIGATION RELATING TO THE RIGHT OF ANY SUCH EMPLOYEE TO BE EMPLOYED
BY THE COMPANY OR ANY SUBSIDIARY; AND NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS
ANY EMPLOYEE SEVERANCE AGREEMENT COVERING ANY OF ITS EMPLOYEES.
THERE ARE NO
LABOR DISPUTES OR UNION ORGANIZATION ACTIVITIES PENDING OR THREATENED BETWEEN
THE COMPANY OR THE SUBSIDIARIES AND THEIR EMPLOYEES.
2.16
TITLE TO PROPERTIES.
THE ASSETS OWNED OR LEASED BY THE COMPANY AND
ITS SUBSIDIARIES ARE ALL OF THE ASSETS NECESSARY TO CONDUCT THE BUSINESS OF THE
COMPANY AND ITS SUBSIDIARIES AS CURRENTLY BEING CONDUCTED.
THE COMPANY AND ITS
SUBSIDIARIES HAVE GOOD AND MARKETABLE TITLE TO ALL OF THE ASSETS THEY OWN, REAL
AND PERSONAL, MOVABLE AND IMMOVABLE, TANGIBLE AND INTANGIBLE, FREE AND CLEAR OF
ANY CHARGE, CLAIM, LIEN, PLEDGE, SECURITY INTEREST OR OTHER ENCUMBRANCE, EXCEPT
FOR: (A) LIENS FOR TAXES NOT YET DUE AND PAYABLE, (B) ENCUMBRANCES DESCRIBED ON
SCHEDULE 2.16 HERETO, OR (C) MINOR IMPERFECTIONS OF TITLE AND ENCUMBRANCES, IF
ANY, WHICH (I) ARE NOT SUBSTANTIAL IN AMOUNT, (II) DO NOT DETRACT FROM THE VALUE
OF THE PROPERTY SUBJECT THERETO, IMPAIR THE OPERATIONS OF THE BUSINESS OF THE
COMPANY, OR THE USE OR LICENSE OF CERTAIN OF THE ASSETS OF THE COMPANY, AND
(III) HAVE ARISEN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE.
2.17
RELATED PARTY TRANSACTIONS.
EXCEPT FOR THIS AGREEMENT AND THOSE
CONTRACTS DESCRIBED IN THE SEC REPORT OR ON SCHEDULE 2.17