OR ANY OF ITS SUBSIDIARIES, (I) IS FREE FROM
ANY MATERIAL DEFECT, BUG, VIRUS, OR PROGRAMMING, DESIGN OR DOCUMENTATION ERROR;
(II) OPERATES AND RUNS IN A REASONABLE AND EFFICIENT BUSINESS MANNER; AND (III)
CONFORMS IN ALL MATERIAL RESPECTS TO THE SPECIFICATIONS AND PURPOSES THEREOF.
19
(G)
THE COMPANY AND ITS SUBSIDIARIES HAVE TAKEN REASONABLE STEPS TO
PROTECT THE COMPANY'S AND ITS SUBSIDIARIES' RIGHTS IN THEIR INTELLECTUAL
PROPERTY AND CONFIDENTIAL INFORMATION.
EACH EMPLOYEE, CONSULTANT AND CONTRACTOR
WHO HAS HAD ACCESS TO CONFIDENTIAL INFORMATION WHICH IS NECESSARY FOR THE
CONDUCT OF COMPANY'S AND EACH OF ITS SUBSIDIARIES' RESPECTIVE BUSINESSES AS
CURRENTLY CONDUCTED OR AS CURRENTLY PROPOSED TO BE CONDUCTED HAS EXECUTED AN
AGREEMENT TO MAINTAIN THE CONFIDENTIALITY OF SUCH CONFIDENTIAL INFORMATION AND
HAS EXECUTED APPROPRIATE AGREEMENTS THAT ARE SUBSTANTIALLY CONSISTENT WITH THE
COMPANY'S STANDARD FORMS THEREFOR.
TO THE COMPANY'S KNOWLEDGE, THERE HAS BEEN
NO MATERIAL DISCLOSURE OF ANY OF THE COMPANY'S OR ITS SUBSIDIARIES' CONFIDENTIAL
INFORMATION TO ANY THIRD PARTY WITHOUT THE COMPANY'S CONSENT.
5.15.
ENVIRONMENTAL MATTERS.
NEITHER THE COMPANY NOR ANY SUBSIDIARY (I)
IS IN VIOLATION OF ANY STATUTE, RULE, REGULATION, DECISION OR ORDER OF ANY
GOVERNMENTAL AGENCY OR BODY OR ANY COURT, DOMESTIC OR FOREIGN, RELATING TO THE
USE, DISPOSAL OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES OR RELATING TO THE
PROTECTION OR RESTORATION OF THE ENVIRONMENT OR HUMAN EXPOSURE TO HAZARDOUS OR
TOXIC SUBSTANCES (COLLECTIVELY, "ENVIRONMENTAL LAWS"), (II) OWNS OR OPERATES ANY
REAL PROPERTY CONTAMINATED WITH ANY SUBSTANCE THAT IS SUBJECT TO ANY
ENVIRONMENTAL LAWS, (III) IS LIABLE FOR ANY OFF-SITE DISPOSAL OR CONTAMINATION
PURSUANT TO ANY ENVIRONMENTAL LAWS, AND (IV) IS SUBJECT TO ANY CLAIM RELATING TO
ANY ENVIRONMENTAL LAWS; WHICH VIOLATION, CONTAMINATION, LIABILITY OR CLAIM HAS
HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT,
INDIVIDUALLY OR IN THE AGGREGATE; AND THERE IS NO PENDING OR, TO THE COMPANY'S
KNOWLEDGE, THREATENED INVESTIGATION THAT MIGHT LEAD TO SUCH A CLAIM.
5.16.
LITIGATION.
EXCEPT AS DISCLOSED IN THE SEC FILINGS, THERE ARE NO
PENDING ACTIONS, SUITS OR PROCEEDINGS AGAINST OR AFFECTING THE COMPANY, ITS
SUBSIDIARIES OR ANY OF ITS OR THEIR PROPERTIES; AND TO THE COMPANY'S KNOWLEDGE,
NO SUCH ACTIONS, SUITS OR PROCEEDINGS ARE THREATENED OR CONTEMPLATED.
5.17.
FINANCIAL STATEMENTS.
THE FINANCIAL STATEMENTS INCLUDED IN EACH
SEC FILING FAIRLY PRESENT THE CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AS
OF THE DATES SHOWN AND ITS CONSOLIDATED RESULTS OF OPERATIONS AND CASH FLOWS FOR
THE PERIODS SHOWN, AND SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN
CONFORMITY WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED
ON A CONSISTENT BASIS.
EXCEPT AS SET FORTH IN THE FINANCIAL STATEMENTS OF THE
COMPANY INCLUDED IN THE SEC FILINGS FILED PRIOR TO THE DATE HEREOF, NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES HAS INCURRED ANY LIABILITIES, CONTINGENT OR
OTHERWISE, EXCEPT THOSE WHICH, INDIVIDUALLY OR IN THE AGGREGATE, HAVE NOT HAD OR
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.18.
INSURANCE COVERAGE.
THE COMPANY AND EACH SUBSIDIARY MAINTAINS IN
FULL FORCE AND EFFECT INSURANCE COVERAGE AND THE COMPANY