any order or decree of any court, or of the provisions of any contract or agreement to which it is a party or
by which it may be bound, or, to its knowledge, of any law, order, or regulation of any governmental
authority, and neither this Agreement nor the transactions contemplated hereby will result in any such
violation.
Section 3.7.1. Intellectual Property Rights and Government Approvals. Included in Exhibit
3.7.1 is a true and complete list and summary description of all patents, trademarks, service
marks, trade names, copyrights (which have been filed with the federal copyright authorities)
and rights or licenses to use the same, and any and all applications therefor, presently owned or
held by the Company. To the Founders' knowledge (the Company making this representation
and warranty without such qualification), such patents, trademarks, service marks, trade names,
copyrights and rights or licenses to use the same, and any and all applications therefor, as well
as all trade secrets and similar proprietary information owned or held by the Company, are all
that are required to enable the Company to conduct its business as now conducted, and the
Company believes that it either now owns, has the right to use, possesses or will be able to
obtain possession of or develop, and (with respect to its trade secrets and similar proprietary
information) has provided adequate safeguards and security for the protection of, all such rights
which it will require to conduct its business as proposed to be conducted as described in the
Offering Memorandum. Neither the Company nor any of the Founders has received any formal
or informal notice of infringement or other complaint that the Company's operations traverse or
infringe rights under patents, trademarks, service marks, trade names, trade secrets, copyrights
or licenses or any other proprietary rights of others, nor do the Company or the Founders have
any reason to believe that there has been any such infringement. No person affiliated with the
Company has wrongfully employed any trade secrets or any confidential information or
documentation proprietary to any former employer, and no person affiliated with the Company
has violated any confidential relationship which such person may have had with any third party.
The Company has and will have full right and authority to utilize the processes, systems and
techniques presently employed by it in the design, development and manufacture of its present
products and all of its other products contemplated by the Offering Memorandum and all rights
to any processes, systems and techniques developed by any employee or consultant of the
Company have been and will be duly and validly assigned to the Company. No royalties,
honorariums or fees are or will be payable by the Company to other persons by reason of the
ownership or use by the Company of said patents, trademarks, service marks, trade names, trade
secrets, copyrights or rights or licenses to use the same or similar proprietary information, or
any and all applications therefor. The Company has all material governmental approvals,
authorizations, consents, licenses and permits necessary or required to conduct its business as
described in the Offering Memorandum. Each Founder for himself (and the Company to its
knowledge with respect to all Founders) represents and warrants that no Founder, no associate
of any Founder nor any other employee of the Company owns nor holds, directly or indirectly,
any interests in any patents, trademarks, service marks, trade names, trade secrets, copyrights,
licenses, inventions, any and all applications therefor, or any other proprietary rights used or
currently contemplated to be used by the Company.
Section 3.7.2. Government Approvals. Except as may be required by any state "blue sky"
laws, no authorization, consent, approval, license, qualification or formal exemption from, nor
any filing, declaration or registration with, any court, governmental agency, regulatory authority
or political subdivision thereof, any securities exchange or any other Person is required in
connection with the execution, delivery or performance by the Company of this Agreement or
the business of the Company or any of its Subsidiaries in order to consummate the transactions
contemplated in this Agreement. All such material authorizations, consents, approvals, licenses,
qualifications, exemptions, filings, declarations and registrations have been obtained or made,