Companys or its Subsidiaries employees, their use in connection with the Companys or the Subsidiaries business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers, or (b) actions pending or, to the Companys knowledge, threatened in writing, involving any officers or directors of the Company or any of its Subsidiaries in their personal capacity. To the Companys knowledge, there is no judgment, decree or order of any court in effect against the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is in default with respect to any order of any governmental authority to which the Company or any of its Subsidiaries is a party or by which it is bound. Neither the Company nor any of its Subsidiaries have any present intention to commence litigation against any other party. To the Companys knowledge, neither the Company nor any Subsidiary nor any current employee of the Company (during their tenure with the Company) nor any Subsidiary has been debarred or suspended from doing business with any governmental authority, and, to the Companys knowledge, no circumstances exist that would warrant the institution of debarment or suspension proceedings against the Company, any Subsidiary or any employee of the Company or any Subsidiary (for actions taken during their tenure to the Company).
3.13 Title to Property and Assets; Leases. Except for (a) liens for current taxes not delinquent, and (b) liens imposed by law and incurred in the ordinary course of business for obligations not past due to carriers, warehousemen, laborers, material, men and the like, none of which, individually or in the aggregate, materially interferes with the use of such property or assets, the Company and each Subsidiary owns its property and assets free and clear of all mortgages, liens, claims and encumbrances. To the Companys or such Subsidiarys knowledge, the Company and each Subsidiary holds a valid leasehold interest in all leased property and assets free of any liens, claims, or encumbrances, subject to foregoing subsections (a) and (b). The Company and each Subsidiary is in compliance with all material terms of each lease to which it is a party or is otherwise bound. The Company does not own any real property.
3.14 Patents and Other Proprietary Rights. The Company and its Subsidiaries own or possess all material patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for their business as now conducted, and as proposed to be conducted, without any known conflict with, or known infringement of, the rights of others. All licenses, agreements and arrangements relating to the patents, trademarks, service marks, trade names, copyrights and other proprietary rights of the Company and its Subsidiaries have been entered into in the ordinary course of business, are in full force and effect and no notice has been given on either side to terminate any of them and no amendment made or accepted to their terms since they were first entered into; and, to the Companys knowledge, the material obligations of all parties under each of the same have been fully complied with and no known disputes exist or are anticipated with respect to any of such agreements. Other than as set forth in the immediately preceding sentence, there are no outstanding options, licenses or agreements of any kind relating to the patents, trademarks, service marks, trade names, copyrights and other proprietary rights of the Company and its Subsidiaries, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity, other than such licenses or agreements arising from the purchase of off the shelf or standard products. Except as set forth in the Disclosure Schedule, neither the Company nor any of its Subsidiaries has received any communications alleging, nor is the Company aware of any basis for such allegation, that the Company or any of its Subsidiaries has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of the employees of the Company or any of its Subsidiaries are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employees best efforts to promote the interests of the Company and its Subsidiaries that would conflict with the business of the Company and its Subsidiaries as proposed to be conducted. Neither the execution nor delivery of the Transaction Documents, nor the carrying on of the Companys or its Subsidiaries business by the employees of the Company or the Subsidiaries, nor the conduct of the Company or the Subsidiaries business as now conducted and as proposed to be conducted, will, to the Companys knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of the Companys or its Subsidiaries employees (or persons they currently intend to hire) made prior to their employment by the Company or its Subsidiaries, except for inventions, trade secrets or proprietary information that have been assigned to the Company or its Subsidiaries. The Company has taken reasonable measures to protect its material patents, trademarks, service marks, trade names, copyrights, trade secrets, and other proprietary rights including those filings required for the registration or certification of the foregoing. The Disclosure Schedule contains a complete list of the Companys patents, trademarks, copyrights and domain names and pending patent, trademark and copyright applications.