OR BY WHICH IT OR ANY OF ITS PROPERTY IS OTHERWISE BOUND OR
AFFECTED. TO THE BEST KNOWLEDGE OF THE COMPANY, ALL PARTIES HAVING MATERIAL
CONTRACTUAL ARRANGEMENTS WITH THE COMPANY ARE IN SUBSTANTIAL
COMPLIANCE THEREWITH AND NONE ARE IN MATERIAL DEFAULT THEREUNDER. THE COMPANY
HAS NO OUTSTANDING POWER OF ATTORNEY.
2.14
EMPLOYEES.
THE COMPANY HAS COMPLIED IN ALL MATERIAL
RESPECTS WITH ALL LAWS RELATING TO THE EMPLOYMENT OF LABOR, AND THE COMPANY HAS
ENCOUNTERED NO MATERIAL LABOR UNION DIFFICULTIES. EXCEPT AS SET FORTH IN
SCHEDULE 2.14, AND OTHER THAN PURSUANT TO ORDINARY ARRANGEMENTS OF EMPLOYMENT
COMPENSATION, THE COMPANY IS NOT UNDER ANY OBLIGATION OR LIABILITY TO ANY
OFFICER, DIRECTOR, EMPLOYEE OR AFFILIATE OF THE COMPANY.
2.15
PATENTS AND OTHER INTANGIBLE ASSETS.
(A)
EXCEPT AS SET FORTH IN SCHEDULE 2.15, THE COMPANY (I) OWNS OR
HAS THE RIGHT TO USE, FREE AND CLEAR OF ALL LIENS, CLAIMS AND RESTRICTIONS, ALL
PATENTS, TRADEMARKS, SERVICE MARKS, TRADE NAMES, COPYRIGHTS, LICENSES AND RIGHTS
WITH RESPECT TO THE FOREGOING USED IN OR NECESSARY FOR THE CONDUCT OF ITS
BUSINESS AS NOW CONDUCTED OR PROPOSED TO BE CONDUCTED WITHOUT INFRINGING UPON A
CLAIMED RIGHT OF ANY PERSON UNDER OR WITH RESPECT TO ANY OF THE FOREGOING AND
(II) IS NOT OBLIGATED TO MAKE ANY PAYMENTS BY WAY OF ROYALTIES, FEES OR
OTHERWISE TO ANY OWNER OR LICENSOR OF, ANY PATENT, TRADEMARK, SERVICE MARK,
TRADE NAME, COPYRIGHT OR OTHER INTANGIBLE ASSET, WITH RESPECT TO THE USE THEREOF
OR IN CONNECTION WITH THE CONDUCT OF ITS BUSINESS.
(B)
TO THE KNOWLEDGE OF THE COMPANY, THE COMPANY OWNS OR HAS THE
UNRESTRICTED RIGHT TO USE ALL TRADE SECRETS, IF ANY, INCLUDING KNOW-HOW,
NEGATIVE KNOW-HOW, FORMULAS, PATTERNS, PROGRAMS, DEVICES, METHODS, TECHNIQUES,
INVENTIONS, DESIGNS, PROCESSES, COMPUTER PROGRAMS AND TECHNICAL DATA
(COLLECTIVELY, "INTELLECTUAL PROPERTY") REQUIRED FOR THE DEVELOPMENT, OPERATION
AND SALE OF ITS PRODUCTS, AND ALL RELATED TECHNOLOGIES, PRODUCTS AND SERVICES.
2.16
EMPLOYEE BENEFIT PLANS; ERISA.
(A)
EXCEPT AS DISCLOSED IN SCHEDULE 2.16 HERETO, THERE ARE NO
"EMPLOYEE BENEFIT PLANS" (WITHIN THE MEANING OF SECTION 3(3) OF THE ERISA) OR
ANY OTHER EMPLOYEE BENEFIT OR FRINGE BENEFIT ARRANGEMENTS, PRACTICES, CONTRACTS,
POLICIES OR PROGRAMS OTHER THAN PROGRAMS MERELY INVOLVING THE REGULAR PAYMENT OF
WAGES, COMMISSIONS, OR BONUSES ESTABLISHED, MAINTAINED OR CONTRIBUTED TO BY THE
COMPANY.
THE PLANS LISTED IN SCHEDULE 2.16 HERETO ARE HEREINAFTER REFERRED TO
AS THE "EMPLOYEE BENEFIT PLANS."
(B)
ALL CURRENT AND PRIOR MATERIAL DOCUMENTS, INCLUDING ALL
AMENDMENTS THERETO, WITH RESPECT TO EACH EMPLOYEE BENEFIT PLAN HAVE BEEN GIVEN
TO PARENT OR ITS ADVISORS.
(C)
ALL EMPLOYEE BENEFIT PLANS ARE IN MATERIAL COMPLIANCE WITH
THE APPLICABLE REQUIREMENTS OF ERISA, THE CODE, AND ANY OTHER APPLICABLE STATE,
FEDERAL OR FOREIGN LAW.
(D)
THERE ARE NO PENDING OR, TO THE KNOWLEDGE OF THE COMPANY,
THREATENED, CLAIMS OR LAWSUITS WHICH HAVE BEEN ASSERTED OR INSTITUTED AGAINST
ANY EMPLOYEE BENEFIT PLAN, THE ASSETS OF ANY OF THE TRUSTS OR FUNDS UNDER THE
EMPLOYEE BENEFIT PLANS, THE PLAN
SPONSOR OR THE PLAN ADMINISTRATOR OF ANY OF THE EMPLOYEE BENEFIT PLANS OR
AGAINST ANY