Common use of Computer Programs Clause in Contracts

Computer Programs. (a) Schedule 3.11(a) contains a complete and accurate list of all Computer Programs owned by the Companies and, in the case of Sellers, used primarily in the Business (the “Owned Computer Programs”), and identifies the Company (if not a Purchased Company) that owns each such program. Except as set forth in Schedule 3.11(a), the relevant Company has the sole, full and clear title to the Owned Computer Programs, free of all claims, including claims, liens or encumbrances or rights of employees, agents, consultants, customers, licensees, or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software, and owns all right to ▇▇▇ and keep any damage awards for any past infringements by any Person of any Owned Computer Programs. (b) Schedule 3.11(b) contains a complete and accurate list of all Computer Programs under which a Company is a licensee, lessee, or otherwise has obtained the right to use the Computer Programs and, in the case of Sellers, used primarily in the Business (the “Licensed Computer Programs”), and identifies the Company (if not a Purchased Company) that has obtained the right to use such program. Each such license, contract or agreement governing the Licensed Computer Programs is hereinafter referred to as the “Licensed Computer Program License.” Except as set forth on Schedule 3.11(b), the relevant Company (i) has the right and license to use each Licensed Computer Program, free and clear of any limitations or encumbrances except as may be set forth in any licenses, contracts or other agreements listed in Schedule 3.11(b) or, in the case of licensed “shrink-wrap” computer software identified as such on Schedule 3.11(b), as may be set forth on the documentation relating to such software; (ii) has the right to use the Licensed Computer Programs, free and clear of any claims of infringement or alleged infringement or other Lien of any kind (other than any Permitted Lien), except for license fees or royalties or other payments required under the terms of the licenses, contracts or other agreements governing the Licensed Computer Programs; (iii) in the case of Licensed Computer Programs licensed by Sellers, has the right to assign to Purchaser without the prior consent of any Person; (iv) in the case of Licensed Computer Programs licensed by a Purchased Company, has the right to continue to use such Licensed Computer Program after the Closing without the prior consent of any Person, and (v) is in compliance in all material respects with all provisions of the Licensed Computer Program Licenses.