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 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;
7
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 SUBSTANTIALLY
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 THOSE
CONTRACTS DESCRIBED IN THE SEC REPORTS OR ON SCHEDULE 2.17 HERETO, NO EXISTING
CONTRACTUAL OBLIGATION OF THE COMPANY OR ITS SUBSIDIARIES IS WITH OR FOR THE
DIRECT BENEFIT OF (I) ANY PARTY OWNING, OR FORMERLY OWNING, BENEFICIALLY OR OF
RECORD, DIRECTLY OR INDIRECTLY, IN EXCESS OF FIVE PERCENT (5%) OF THE
OUTSTANDING CAPITAL STOCK