This excerpt taken from the PARS 8-K filed Mar 15, 2006.
Labor Relations. Target is in compliance in all material respects with all federal and state laws respecting employment and employment practices, terms and conditions of employment, wages and hours and nondiscrimination in employment, and is not engaged in any unfair labor practice. There is no charge pending or, to the Knowledge of Target, threatened against Target alleging unlawful discrimination in employment practices before any court or agency and there is no charge of or proceeding with regard to any unfair labor practice against Target pending before the National Labor Relations Board. There is no labor strike, dispute, slow-down or work stoppage actually pending or, to the Knowledge of Target, threatened against or involving Target. No grievance or arbitration proceeding arising out of or under any collective bargaining agreement is pending against Target and no claim therefor has been asserted. None of the employees of Target is covered by any collective bargaining agreement, and no collective bargaining agreement is currently being negotiated by Target. Except as described on Schedule 3.15 hereto, Target has not experienced any work stoppage or other material labor difficulty during the last five years.
(a) agreement, instrument, or commitment to which Target is a party that involves the payment by or to Target of amounts in excess of $10,000 or that may materially and adversely affect its ability to consummate the transactions contemplated hereby;
(b) agreement for the purchase, sale, lease, or license by or from Target of assets, products, or services;
(c) agreement or other commitment pursuant to which Target has agreed to indemnify or hold harmless any other Person (including, without limitation, for any liabilities, penalties, losses, damages, or costs, or expenses related thereto) arising out of or in connection with any presence,
use, generation, treatment, storage, transportation, recycling, disposal, or release of any Hazardous Substances;
(d) (i) employment agreement, (ii) consulting agreement, or (iii) agreement providing for severance payments or other additional rights or benefits (whether or not optional) in the event of the sale or other change in control of Target; and
(e) agreement with any current or former affiliate, stockholder, officer or director of Target or with any Person in which, to the Knowledge of Target, any such affiliate has an interest.
Target has delivered or made available to Purchaser correct and complete copies (or written summaries of the material terms of oral agreements or understandings) of each agreement, instrument, and commitment listed in Schedule 3.16 hereto, each as amended to date. Each such agreement, instrument, and commitment is a valid, binding and enforceable obligation of Target, and, to the Knowledge of Target, of the other party or parties thereto, subject as to enforcement to the Enforcement Exceptions, and is in full force and effect. Neither Target nor, to its Knowledge, any other party thereto is in breach of, default under or noncompliance with any term of any such agreement, instrument, or commitment (nor to the Knowledge of Target is there any reasonable basis for any of the foregoing). Except where identified on Schedule 3.16, no agreement, instrument, or commitment listed in Schedule 3.16 hereto includes or incorporates any provision, the effect of which could reasonably be expected to enlarge or accelerate any of the obligations of Target or to give additional rights to any other party thereto, or to terminate, lapse, trigger consent rights of any other person or entity in respect thereof, or in any other way be affected, by reason of the transactions contemplated by this Agreement.
(a) Schedule 3.17(a) contains an accurate and complete list of all Intellectual Property (as defined in Section 18 below) of Target (the Target Intellectual Property). Each patent contained in the Target Intellectual Property is valid and enforceable. Target holds a good faith belief that: (i) the requirements of 37 C.F.R. §1.56 have been complied with during the prosecution of all pending Target US patent applications; and (ii) each time that claims have been presented in all pending Target patent applications, such claims described novel, useful, non-obvious and inventive subject matter. No Target Intellectual Property which is necessary for the conduct of Targets business as currently conducted has been or is now involved in any cancellation, dispute or litigation, and, to Targets Knowledge, no such action is threatened. No patent of Target has been or is now involved in any interference, reissue, re-examination or opposition proceeding, and to Targets actual Knowledge, no such interference, reissue, re-examination or opposition proceeding is threatened.
(b) All of the licenses and sublicenses and consent, royalty or other agreements (including a summary of all royalties and milestones payable thereunder) concerning Target Intellectual Property which are necessary for the conduct of Targets business as currently conducted to which Target is a party or by which any of its assets are bound (other than generally commercially available, non custom, off the shelf software application programs having a retail acquisition price of less than $10,000 per license) (collectively, License Agreements) are set forth on Schedule 3.17(b) and are valid and binding obligations of Target and, to Targets Knowledge, the other parties thereto, enforceable in accordance with their terms subject to the Enforcement Exceptions, to the actual Knowledge of Target, there exists no event or condition which will result in a material violation or breach of or constitute (with or without due notice or lapse of time or both) a default by Target under any such License Agreement.
(c) Target owns or has the valid right to use all of the Target Intellectual Property and all trade secrets, confidential information and know-how, including but not limited to ideas, formulae, compositions, processes, procedures and techniques, research and development information, computer program code, performance specifications, support documentation, drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information (collectively Confidential Information), that is currently used by Target for the conduct of its business as currently conducted and for the ownership, maintenance and operation of its properties and assets, free and clear of all liens, encumbrances, adverse claims or obligations to license all such owned Intellectual Property and Confidential Information, other than licenses entered into in the ordinary course of Targets business. Target has a valid and enforceable right (subject to the Enforcement Exceptions) to use all third party Intellectual Property and Confidential Information used or held for use in its business.
(d) The conduct of Targets business as currently conducted does not infringe or otherwise impair or conflict with (collectively, Infringe) any Intellectual Property rights of any third party or any confidentiality obligation owed to a third party, and, to the Knowledge of Target, the Target Intellectual Property and Confidential Information of Target which are necessary for the conduct of its business as currently conducted are not being Infringed by any third party. There is no litigation or order pending or outstanding or, to Targets Knowledge, threatened, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any Target Intellectual Property or Confidential Information of Target and Targets use of any Target Intellectual Property or Confidential Information owned by a third party, and, to Targets Knowledge, there is no valid basis for the same.
(e) The consummation of the transactions contemplated in this Agreement will not result in the alteration, loss, impairment of or restriction on Targets ownership or right to use any of the Target Intellectual Property or Confidential Information of Target which is necessary for the conduct of its business as currently conducted.
(f) Target has taken reasonable steps to protect its rights in its Intellectual Property and Confidential Information. Each employee, consultant and contractor who has had access to Confidential Information which is necessary for the conduct of Targets business as currently conducted or as currently proposed to be conducted has executed an agreement to maintain the confidentiality of such Confidential Information and has executed appropriate agreements that are substantially consistent with Targets standard forms thereof. Except under confidentiality obligations, there has been no material disclosure of any of Targets Confidential Information by Target to any third party.
(g) To the Knowledge of Target, no officer or employee of Target is in violation of any term of any employment contract, patent disclosure agreement, proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant relating to the right of any such officer or employee to be employed by Target or to use the trade secrets or proprietary information of others or that could subject Parent or Sub to any liability to third parties as a result of the existence or terms of any such contracts or agreements.