Common use of Documents; Financial Statements Clause in Contracts

Documents; Financial Statements. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Rules and Regulations. As of their filing date, none of the SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a document subsequently filed with the Commission. The SEC Documents constitute all reports, registration statements, proxy statements and other filings required to be made by the Company pursuant to the Securities Act and the Exchange Act subsequent to December 31, 2000. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Documents have been filed as required. The financial statements of the Company, together with the related notes thereto, included in the SEC Documents comply as to form in all material respects with the Rules and Regulations, have been prepared in conformity with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto) and fairly present in all material respects the Company's financial position at the dates thereof and the Company's results of operations, changes in stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments which will not be material in amount or significance). No Material Adverse Change. Since December 31, 2000, there has been no material adverse change or development involving a prospective material adverse change in the condition, financial or otherwise, results of operations or business or assets of the Company taken as a whole, whether or not arising in the ordinary course of business. Since December 31, 2000, (i) there have been no transactions entered into by the Company, other than those in the ordinary course of business consistent with past practices, which are material with respect to the Company, (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, or (iii) there has been no loss or damage (whether or not insured) to the physical property of the Company which has had a Material Adverse Effect. Liabilities. The Company does not have any liability or obligation (whether accrued, absolute, contingent, matured, unmatured or other) which if known would be required to be reflected in the Company's financial statements in accordance with generally accepted accounting principles, except for any such liability or obligation which (i) has been reflected in the Company's balance sheet at September 30, 2001 or (ii) has arisen in the ordinary course of business since September 30, 2001, consistent with past practices. Properties. The Company has good and marketable title to its properties, free and clear of all material security interests, mortgages, pledges, liens, charges, encumbrances and claims of record. The properties of the Company are, in the aggregate, in good repair (reasonable wear and tear excepted), and suitable for their respective uses. To the Company's knowledge, any real property held under lease by the Company is held under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the conduct of the business of the Company. The Company owns or leases all such properties as are necessary to its business or operations as now conducted. Intellectual Property. The Company has ownership or license or legal right to use all patents, copyrights, trade secrets, trademarks, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "Intellectual Property") other than Intellectual Property generally available on commercial terms from other sources; provided that notwithstanding the foregoing, no representation or warranty is made herein regarding infringement of any intellectual property owned by any person other than the Company except as set forth in Section 3.9(d) hereof. All of such patents, trademarks and registered copyrights owned by the Company have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and all such jurisdictions, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. All material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property, other than Intellectual Property generally available on commercial terms from other sources, and (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company, are, to the knowledge of the Company, in full force and effect and, to the knowledge of the Company, it is not in material default under any such license or agreement. The Company believes it has taken all reasonable steps required in accordance with sound business practice and business judgment to establish and preserve its ownership of all material Intellectual Property. To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect on the Company. Except as described in the Company's SEC Documents, no proceeding charging the Company with infringement of Intellectual Property owned by any third party has been filed. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any third party. The Company is not aware that any of its employees is obligated under any contract or other agreement with any third party that would materially interfere with such employee's duties to the Company or that would materially restrict the Company from conducting its business as currently conducted. To the knowledge of the Company, patent numbers 5733888, 5972992, 5977164, 6140359 and 6306894 or related patents (collectively, the "Patents") are valid and enforceable.

Documents; Financial Statements. The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed within two years preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, and all registration statements filed by the Company under the Securities Act (including any Registration statements filed hereunder), being hereinafter referred to as the “SEC Documents”). The Company has delivered or made available to the Investor through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates (or, with respect to any filing datesthat has been amended or superseded, the date of such amendment or superseding filing), the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, the Exchange Act as applicable, and the Rules rules and Regulations. As of their filing date, none regulations of the SEC Documents contained promulgated thereunder applicable to the SEC Documents, and did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a document subsequently filed with the Commission. The SEC Documents constitute all reports, registration statements, proxy statements and other filings required to be made by the Company pursuant to the Securities Act and the Exchange Act subsequent to December 31, 2000. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Documents have been filed as required. The financial statements of the Company, together with the related notes thereto, included in the SEC Documents comply as to form in all material respects with the Rules and Regulations, have been prepared in conformity with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto) and fairly present in all material respects the Company's financial position at the dates thereof and the Company's results of operations, changes in stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments which will not be material in amount or significance). No Material Adverse Change. Since December 31, 2000, there has been no material adverse change or development involving a prospective material adverse change in the condition, financial or otherwise, results of operations or business or assets of the Company taken as a whole, whether or not arising in the ordinary course of business. Since December 31, 2000, (i) there have been no transactions entered into by the Company, other than those in the ordinary course of business consistent with past practices, which are material with respect to the Company, (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, or (iii) there has been no loss or damage (whether or not insured) to the physical property of the Company which has had a Material Adverse Effect. Liabilities. The Company does not have any liability or obligation (whether accrued, absolute, contingent, matured, unmatured or other) which if known would be required to be reflected in the Company's financial statements in accordance with generally accepted accounting principles, except for any such liability or obligation which (i) has been reflected in the Company's balance sheet at September 30, 2001 or (ii) has arisen in the ordinary course of business since September 30, 2001, consistent with past practices. Properties. The Company has good and marketable title to its properties, free and clear of all material security interests, mortgages, pledges, liens, charges, encumbrances and claims of record. The properties of the Company are, in the aggregate, in good repair (reasonable wear and tear excepted), and suitable for their respective uses. To the Company's knowledge, any real property held under lease by the Company is held under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the conduct of the business of the Company. The Company owns or leases all such properties as are necessary to its business or operations as now conducted. Intellectual Property. The Company has ownership or license or legal right to use all patents, copyrights, trade secrets, trademarks, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "Intellectual Property") other than Intellectual Property generally available on commercial terms from other sources; provided that notwithstanding the foregoing, no representation or warranty is made herein regarding infringement of any intellectual property owned by any person other than the Company except as set forth in Section 3.9(d) hereof. All of such patents, trademarks and registered copyrights owned by the Company have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and all such jurisdictions, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. All material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property, other than Intellectual Property generally available on commercial terms from other sources, and (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company, are, to the knowledge of the Company, in full force and effect and, to the knowledge of the Company, it is not in material default under any such license or agreement. The Company believes it has taken all reasonable steps required in accordance with sound business practice and business judgment to establish and preserve its ownership of all material Intellectual Property. To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect on the Company. Except as described in the Company's SEC Documents, no proceeding charging the Company with infringement of Intellectual Property owned by any third party has been filed. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any third party. The Company is not aware that any of its employees is obligated under any contract or other agreement with any third party that would materially interfere with such employee's duties to the Company or that would materially restrict the Company from conducting its business as currently conducted. To the knowledge of the Company, patent numbers 5733888, 5972992, 5977164, 6140359 and 6306894 or related patents (collectively, the "Patents") are valid and enforceable.

Documents; Financial Statements. Target has furnished or made available to Merger Sub a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”)), definitive proxy statement and other filing filed with the SEC by Target since January 1, 1997, and, prior to the Effective Time, Target will have furnished Merger Sub with true and complete copies of any additional documents filed with the SEC by Target prior to the Effective Time (collectively, the “Target SEC Documents”). In addition, Target has made available to Merger Sub all exhibits (including those exhibits incorporated by reference) to the Target SEC Documents filed prior to the date hereof, and will promptly make available to Merger Sub all exhibits to any additional Target SEC Documents filed prior to the Effective Time. Target has filed with the SEC all reports and registration statements and other filings required to be filed with the SEC under the rules and regulations of the SEC. All documents required to be filed as exhibits to the Target SEC Documents have been so filed. As of their respective filing dates, the Target SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, the Exchange Act and the Rules and Regulations. As of their filing date, none of the Target SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were mademade and at the time, not misleading, except to the extent corrected by a document subsequently filed with the Commission. The Target SEC Documents constitute all reports, registration statements, proxy statements and other filings required to be made by the Company pursuant to the Securities Act and the Exchange Act subsequent to December 31, 2000. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Documents have been filed as requiredDocument. The financial statements of Target, including the Company, together with the related notes thereto, included in the Target SEC Documents comply (the “Target Financial Statements”), complied as to form in all material respects with applicable accounting requirements and with the Rules published rules and Regulationsregulations of the SEC with respect thereto as of their respective dates, have been and were prepared in conformity accordance with generally accepted accounting principles consistently applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) and thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the SEC). The Target Financial Statements fairly present in all material respects the Company's consolidated financial position condition, operating results, and cash flows of Target and its subsidiaries at the dates thereof and the Company's results of operations, changes in stockholders' equity and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal audit adjustments which will not be material in amount or significancenormal, recurring year-end adjustments). No Material Adverse Change. Since December 31, 2000, there There has been no material adverse change or development involving a prospective material adverse change in the condition, financial or otherwise, results of operations or business or assets of the Company taken as a whole, whether or not arising in the ordinary course of business. Since December 31, 2000, (i) there have been no transactions entered into by the Company, other than those in the ordinary course of business consistent with past practices, which are material with respect to the Company, (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, or (iii) there has been no loss or damage (whether or not insured) to the physical property of the Company which has had a Material Adverse Effect. Liabilities. The Company does not have any liability or obligation (whether accrued, absolute, contingent, matured, unmatured or other) which if known would be required to be reflected in the Company's financial statements in accordance with generally accepted Target accounting principles, policies except for any such liability or obligation which (i) has been reflected in the Company's balance sheet at September 30, 2001 or (ii) has arisen in the ordinary course of business since September 30, 2001, consistent with past practices. Properties. The Company has good and marketable title to its properties, free and clear of all material security interests, mortgages, pledges, liens, charges, encumbrances and claims of record. The properties of the Company are, in the aggregate, in good repair (reasonable wear and tear excepted), and suitable for their respective uses. To the Company's knowledge, any real property held under lease by the Company is held under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the conduct of the business of the Company. The Company owns or leases all such properties as are necessary to its business or operations as now conducted. Intellectual Property. The Company has ownership or license or legal right to use all patents, copyrights, trade secrets, trademarks, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "Intellectual Property") other than Intellectual Property generally available on commercial terms from other sources; provided that notwithstanding the foregoing, no representation or warranty is made herein regarding infringement of any intellectual property owned by any person other than the Company except as set forth in Section 3.9(d) hereof. All of such patents, trademarks and registered copyrights owned by the Company have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and all such jurisdictions, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. All material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property, other than Intellectual Property generally available on commercial terms from other sources, and (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company, are, to the knowledge of the Company, in full force and effect and, to the knowledge of the Company, it is not in material default under any such license or agreement. The Company believes it has taken all reasonable steps required in accordance with sound business practice and business judgment to establish and preserve its ownership of all material Intellectual Property. To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect on the Company. Except as described in the Company's SEC Documents, no proceeding charging the Company with infringement of Intellectual Property owned by any third party has been filed. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any third party. The Company is not aware that any of its employees is obligated under any contract or other agreement with any third party that would materially interfere with such employee's duties notes to the Company or that would materially restrict the Company from conducting its business as currently conducted. To the knowledge of the Company, patent numbers 5733888, 5972992, 5977164, 6140359 and 6306894 or related patents (collectively, the "Patents") are valid and enforceableTarget Financial Statements.

Documents; Financial Statements. As Since December 31, 2020, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the United States Securities and Exchange Commission (the “SEC”) pursuant to the United States Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated by the SEC thereunder, the “Exchange Act”), or pursuant to applicable securities commissions or securities regulatory authorities in Canada (the “Canadian Securities Regulators”), pursuant to the reporting requirements of such Canadian Securities Regulators (the “Disclosure Documents”). At the times of their respective filing datesfiling, the SEC all such Disclosure Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and or the Rules and Regulationsreporting requirements of the Canadian Securities Regulators, as applicable. As At the times of their filing daterespective filings, none of the SEC such Disclosure Documents contained did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, except to the extent corrected by a document subsequently filed with the Commission. The SEC Documents constitute all reports, registration statements, proxy statements and other filings required to be made by the Company pursuant to the Securities Act and the Exchange Act subsequent to December 31, 2000. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Documents have been filed as required. The financial statements of the Company, together with the related notes thereto, Company included in the SEC Disclosure Documents comply as to form complied in all material respects with applicable requirements under the Rules Exchange Act or the rules and Regulationsregulations of the Canadian Securities ​ Regulators, as applicable. Such financial statements have been prepared in conformity accordance with generally accepted accounting principles consistently in the United States applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the Company's consolidated financial position at of the Company and its subsidiaries as of the dates thereof and the Company's results of operations, changes in stockholders' equity operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments which will not be material in amount or significanceadjustments). No Material Adverse Change. Since December 31, 2000, there has been no material adverse change or development involving a prospective material adverse change in the condition, financial or otherwise, results of operations or business or assets of the Company taken as a whole, whether or not arising in the ordinary course of business. Since December 31, 2000, (i) there have been no transactions entered into by the Company, other than those in the ordinary course of business consistent with past practices, which are material with respect to the Company, (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, or (iii) there has been no loss or damage (whether or not insured) to the physical property of the Company which has had a Material Adverse Effect. Liabilities. The Company does not have any liability or obligation (whether accrued, absolute, contingent, matured, unmatured or other) which if known would be required to be reflected in the Company's financial statements in accordance with generally accepted accounting principles, except for any such liability or obligation which (i) has been reflected in the Company's balance sheet at September 30, 2001 or (ii) has arisen in the ordinary course of business since September 30, 2001, consistent with past practices. Properties. The Company has good and marketable title to its properties, free and clear of all material security interests, mortgages, pledges, liens, charges, encumbrances and claims of record. The properties of the Company are, in the aggregate, in good repair (reasonable wear and tear excepted), and suitable for their respective uses. To the Company's knowledge, any real property held under lease by the Company is held under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the conduct of the business of the Company. The Company owns or leases all such properties as are necessary to its business or operations as now conducted. Intellectual Property. The Company has ownership or license or legal right to use all patents, copyrights, trade secrets, trademarks, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "Intellectual Property") other than Intellectual Property generally available on commercial terms from other sources; provided that notwithstanding the foregoing, no representation or warranty is made herein regarding infringement of any intellectual property owned by any person other than the Company except as set forth in Section 3.9(d) hereof. All of such patents, trademarks and registered copyrights owned by the Company have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and all such jurisdictions, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. All material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property, other than Intellectual Property generally available on commercial terms from other sources, and (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company, are, to the knowledge of the Company, in full force and effect and, to the knowledge of the Company, it is not in material default under any such license or agreement. The Company believes it has taken all reasonable steps required in accordance with sound business practice and business judgment to establish and preserve its ownership of all material Intellectual Property. To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect on the Company. Except as described in the Company's SEC Documents, no proceeding charging the Company with infringement of Intellectual Property owned by any third party has been filed. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any third party. The Company is not aware that any of its employees is obligated under any contract or other agreement with any third party that would materially interfere with such employee's duties to the Company or that would materially restrict the Company from conducting its business as currently conducted. To the knowledge of the Company, patent numbers 5733888, 5972992, 5977164, 6140359 and 6306894 or related patents (collectively, the "Patents") are valid and enforceable.​

Documents; Financial Statements. The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act for the one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed within one year preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, and all registration statements filed by the Company ​ under the Securities Act (including any Registration Statements filed hereunder), being hereinafter referred to as the “SEC Documents”). The Company has delivered or made available to the Investor through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates (or, with respect to any filing datesthat has been amended or superseded, the date of such amendment or superseding filing), the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, the Exchange Act as applicable, and the Rules rules and Regulations. As of their filing date, none regulations of the SEC Documents contained promulgated thereunder applicable to the SEC Documents, and did not contain any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a document subsequently filed with the Commission. The SEC Documents constitute all reports, registration statements, proxy statements and other filings required to be made by the Company pursuant to the Securities Act and the Exchange Act subsequent to December 31, 2000. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Documents have been filed as required. The financial statements of the Company, together with the related notes thereto, included in the SEC Documents comply as to form in all material respects with the Rules and Regulations, have been prepared in conformity with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto) and fairly present in all material respects the Company's financial position at the dates thereof and the Company's results of operations, changes in stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments which will not be material in amount or significance). No Material Adverse Change. Since December 31, 2000, there has been no material adverse change or development involving a prospective material adverse change in the condition, financial or otherwise, results of operations or business or assets of the Company taken as a whole, whether or not arising in the ordinary course of business. Since December 31, 2000, (i) there have been no transactions entered into by the Company, other than those in the ordinary course of business consistent with past practices, which are material with respect to the Company, (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, or (iii) there has been no loss or damage (whether or not insured) to the physical property of the Company which has had a Material Adverse Effect. Liabilities. The Company does not have any liability or obligation (whether accrued, absolute, contingent, matured, unmatured or other) which if known would be required to be reflected in the Company's financial statements in accordance with generally accepted accounting principles, except for any such liability or obligation which (i) has been reflected in the Company's balance sheet at September 30, 2001 or (ii) has arisen in the ordinary course of business since September 30, 2001, consistent with past practices. Properties. The Company has good and marketable title to its properties, free and clear of all material security interests, mortgages, pledges, liens, charges, encumbrances and claims of record. The properties of the Company are, in the aggregate, in good repair (reasonable wear and tear excepted), and suitable for their respective uses. To the Company's knowledge, any real property held under lease by the Company is held under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the conduct of the business of the Company. The Company owns or leases all such properties as are necessary to its business or operations as now conducted. Intellectual Property. The Company has ownership or license or legal right to use all patents, copyrights, trade secrets, trademarks, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of the Company and material to the Company (collectively, "Intellectual Property") other than Intellectual Property generally available on commercial terms from other sources; provided that notwithstanding the foregoing, no representation or warranty is made herein regarding infringement of any intellectual property owned by any person other than the Company except as set forth in Section 3.9(d) hereof. All of such patents, trademarks and registered copyrights owned by the Company have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and all such jurisdictions, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. All material licenses or other material agreements under which (i) the Company is granted rights in Intellectual Property, other than Intellectual Property generally available on commercial terms from other sources, and (ii) the Company has granted rights to others in Intellectual Property owned or licensed by the Company, are, to the knowledge of the Company, in full force and effect and, to the knowledge of the Company, it is not in material default under any such license or agreement. The Company believes it has taken all reasonable steps required in accordance with sound business practice and business judgment to establish and preserve its ownership of all material Intellectual Property. To the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect on the Company. Except as described in the Company's SEC Documents, no proceeding charging the Company with infringement of Intellectual Property owned by any third party has been filed. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade secrets of any third party. The Company is not aware that any of its employees is obligated under any contract or other agreement with any third party that would materially interfere with such employee's duties to the Company or that would materially restrict the Company from conducting its business as currently conducted. To the knowledge of the Company, patent numbers 5733888, 5972992, 5977164, 6140359 and 6306894 or related patents (collectively, the "Patents") are valid and enforceable.