OF
COMPLIANCE WITH WHICH COULD AFFORD TO ANY PERSON THE RIGHT TO ACCELERATE ANY
INDEBTEDNESS OR TERMINATE ANY RIGHT OF OR AGREEMENT WITH THE COMPANY OR ANY
SUBSIDIARY, EXCEPT FOR SUCH LACK OF COMPLIANCE THAT WOULD NOT, INDIVIDUALLY OR
IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
TO
7
THE COMPANY'S KNOWLEDGE, ALL OTHER PARTIES TO SUCH OBLIGATIONS ARE IN COMPLIANCE
WITH THE TERMS AND CONDITIONS OF SUCH OBLIGATIONS.
(G)
EXCEPT FOR EMPLOYMENT AND CONSULTING
AGREEMENTS SET FORTH IN SCHEDULE 4.6(C) ATTACHED HERETO AND THE COMPANY REPORTS
AND FOR AGREEMENTS AND ARRANGEMENTS RELATING TO THE OPTION SHARES AND EXCEPT AS
SET FORTH IN SCHEDULE 4.6(G) ATTACHED HERETO AND THE COMPANY REPORTS, THIS
AGREEMENT AND THE INVESTOR RIGHTS AGREEMENT, THERE ARE NO AGREEMENTS,
UNDERSTANDINGS OR PROPOSED TRANSACTIONS BETWEEN THE COMPANY AND ANY OF ITS
OFFICERS, DIRECTORS OR OTHER "AFFILIATES" (AS DEFINED IN RULE 405 PROMULGATED
UNDER THE SECURITIES ACT), AND THERE ARE NO TRANSACTIONS BETWEEN ANY OF SUCH
PERSONS AND THE COMPANY OF A TYPE REQUIRED TO BE DISCLOSED UNDER RULE 404 OF
REGULATION S-K PROMULGATED UNDER THE SECURITIES ACT, THAT HAVE NOT BEEN SO
DISCLOSED. THERE ARE NO EMPLOYMENT RELATED DISPUTES/MONETARY CLAIMS INVOLVING
THE EMPLOYEES AS PARTIES OR OTHERWISE AFFECTING THEIR RIGHTS AND OBLIGATIONS
UNDER A RELEVANT EMPLOYMENT AGREEMENT, PENDING OR, TO THE COMPANY'S KNOWLEDGE,
THREATENED AGAINST THE COMPANY.
(H)
ALL OF THE EMPLOYEES OF THE COMPANY AND ITS
SUBSIDIARIES WHO HAVE, OR ARE PROPOSED TO HAVE, ACCESS TO CONFIDENTIAL AND/OR
PROPRIETARY INFORMATION OF THE COMPANY OR ANY SUBSIDIARY, ARE SIGNATORIES TO,
AND ARE BOUND BY, AGREEMENTS WITH THE COMPANY OR SUCH SUBSIDIARY RELATING TO
NONDISCLOSURE, PROPRIETARY INFORMATION AND ASSIGNMENT OF PATENT, COPYRIGHT AND
OTHER INTELLECTUAL PROPERTY RIGHTS IN SUBSTANTIALLY THE FORMS PROVIDED TO THE
INVESTOR.
(I)
THE COMPANY'S EXECUTIVE OFFICERS AS OF
THE DATE HEREOF, I.E., DAVID P. WRIGHT, CHRISTOPHER C. CAMUT, VALERIE RIDDLE,
ERIC I. RICHMAN, FRANCESCA COOK, WAYNE MORGES, JOAN FUSCO, AND JORDAN P. KARP,
ARE SIGNATORIES TO, AND ARE BOUND BY, AGREEMENTS WITH THE COMPANY RELATING TO
NON-COMPETITION.
(J)
TO THE COMPANY'S KNOWLEDGE, NO EMPLOYEE
OF, OR CONSULTANT TO, THE COMPANY OR ANY SUBSIDIARY IS IN VIOLATION OF ANY TERM
OF ANY EMPLOYMENT CONTRACT, PATENT-DISCLOSURE AGREEMENT OR ANY OTHER CONTRACT OR
AGREEMENT INCLUDING, BUT NOT LIMITED TO, THOSE MATTERS RELATING TO (I) THE
RELATIONSHIP OF ANY SUCH EMPLOYEE WITH THE COMPANY OR A SUBSIDIARY OR TO ANY
OTHER PARTY AS A RESULT OF THE NATURE OF THE COMPANY'S BUSINESS AS CURRENTLY
CONDUCTED OR (II) UNFAIR COMPETITION, TRADE SECRETS OR PROPRIETARY INFORMATION.
(K)
NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS
A COLLECTIVE-BARGAINING AGREEMENT COVERING ANY OF ITS EMPLOYEES OR ANY
EMPLOYEE-BENEFIT PLANS, EXCEPT AS SET FORTH IN SCHEDULE 4.6(K) ATTACHED HERETO
AND THE COMPANY REPORTS.
(L)
NEITHER THE COMPANY NOR ANY SUBSIDIARY
IS IN VIOLATION OF, OR DEFAULT UNDER, ANY PROVISION OF ITS BYLAWS OR CERTIFICATE
(OR ANY SIMILAR ORGANIZATIONAL DOCUMENTS), OR ANY MATERIAL CONTRACT, INSTRUMENT,
JUDGMENT, ORDER, WRIT OR DECREE TO WHICH IT IS A PARTY OR BY WHICH IT OR ANY OF
ITS PROPERTIES