NOT INFRINGE UPON, AND HAS NOT OTHERWISE UNLAWFULLY
USED, ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
NEITHER SELLERS, NOR
THE COMPANY HAVE RECEIVED ANY COMMUNICATION ALLEGING THAT THE COMPANY OR ANY OF
ITS PRODUCTS, SERVICES, ACTIVITIES OR OPERATIONS INFRINGE UPON OR OTHERWISE
UNLAWFULLY USE ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY NOR, TO THE
KNOWLEDGE OF THE SELLERS, IS THERE ANY BASIS THEREFOR.
NO ACTION HAS BEEN
INSTITUTED, OR, TO THE KNOWLEDGE OF THE SELLERS, THREATENED, RELATING TO ANY
INTELLECTUAL PROPERTY FORMERLY OR CURRENTLY USED BY THE COMPANY AND NONE OF THE
COMPANY INTELLECTUAL PROPERTY IS SUBJECT TO ANY OUTSTANDING GOVERNMENTAL ORDER.
TO THE KNOWLEDGE OF SELLERS, NO PERSON HAS INFRINGED OR IS INFRINGING ANY
INTELLECTUAL PROPERTY RIGHTS OF THE COMPANY OR HAS OTHERWISE MISAPPROPRIATED OR
IS OTHERWISE MISAPPROPRIATING ANY COMPANY INTELLECTUAL PROPERTY.
(H)
THE PROPRIETARY INFORMATION OF THE COMPANY
(OTHER THAN PROPRIETARY INFORMATION THAT IS COVERED BY AN ISSUED PATENT) IS NOT
PART OF THE PUBLIC KNOWLEDGE AND TO THE KNOWLEDGE OF THE SELLERS HAS NOT BEEN
USED OR DIVULGED FOR THE BENEFIT OF ANY PERSON OTHER THAN THE COMPANY.
ANY
RECEIPT OR USE BY, OR DISCLOSURE TO, A THIRD PARTY OF PROPRIETARY INFORMATION
OWNED BY THE COMPANY HAS BEEN PURSUANT TO THE TERMS OF BINDING WRITTEN
CONFIDENTIALITY AGREEMENT BETWEEN THE COMPANY AND SUCH THIRD PARTY
24
("NONDISCLOSURE AGREEMENTS").
THE COMPANY IS, AND TO KNOWLEDGE OF THE COMPANY,
ALL OTHER PARTIES THERETO ARE, IN COMPLIANCE WITH THE PROVISIONS OF THE
NONDISCLOSURE AGREEMENTS.
THE COMPANY IS IN COMPLIANCE WITH THE TERMS OF ALL
AGREEMENTS PURSUANT TO WHICH A THIRD PARTY HAS DISCLOSED TO, OR AUTHORIZED THE
COMPANY TO USE, PROPRIETARY INFORMATION OWNED BY SUCH THIRD PARTY.
(I)
SECTION 4.10(I) OF THE DISCLOSURE
SCHEDULE INCLUDES A LIST OF (I) CONFIDENTIALITY AND/OR NONDISCLOSURE AGREEMENTS
OR OTHER AGREEMENTS REGARDING THE PROTECTION OF PROPRIETARY INFORMATION
("CONFIDENTIALITY AGREEMENTS") (II) AND WRITTEN ASSIGNMENTS OF INTELLECTUAL
PROPERTY CONCEIVED OR DEVELOPED BY EMPLOYEES, CONSULTANTS OR CONTRACTORS IN
CONNECTION WITH THEIR SERVICE TO THE COMPANY ("WORK PRODUCT AGREEMENTS").
TRUE
AND COMPLETE COPIES OF THE CONFIDENTIALITY AGREEMENTS AND WORK PRODUCT
AGREEMENTS HAVE BEEN PROVIDED TO THE PURCHASER.
TO THE KNOWLEDGE OF THE
SELLERS, NO CURRENT OR FORMER EMPLOYEE, CONSULTANT OR CONTRACTOR OR ANY OTHER
PERSON HAS ANY RIGHT, CLAIM OR INTEREST TO ANY OF THE COMPANY INTELLECTUAL
PROPERTY.
(J)
TO THE KNOWLEDGE OF THE SELLERS, NO
EMPLOYEE, CONSULTANT OR CONTRACTOR OF THE COMPANY HAS BEEN, IS OR WILL BE, BY
PERFORMING SERVICES FOR THE COMPANY, IN VIOLATION OF ANY TERM OF ANY EMPLOYMENT,
INVENTION DISCLOSURE OR ASSIGNMENT, CONFIDENTIALITY, NONCOMPETITION AGREEMENT OR
OTHER RESTRICTIVE COVENANT OR ANY GOVERNMENTAL ORDER AS A RESULT OF SUCH
EMPLOYEE'S, CONSULTANT'S OR INDEPENDENT CONTRACTOR'S EMPLOYMENT BY THE COMPANY
OR ANY SERVICES RENDERED BY SUCH EMPLOYEE, CONSULTANT OR INDEPENDENT CONTRACTOR.
(K)
THE COMPANY HAS TAKEN ALL REASONABLE
MEASURES TO PROTECT THE SECRECY AND CONFIDENTIALITY OF ALL TRADE SECRETS USED IN
THE CONDUCT OF ITS BUSINESS THE DISCLOSURE OF WHICH WOULD HAVE A MATERIALLY
ADVERSE EFFECT (COLLECTIVELY, "BUSINESS TRADE SECRETS"), INCLUDING, BUT NOT
LIMITED TO,