Computer Software and Intellectual Property Sample Clauses

Computer Software and Intellectual Property. (a) Sellers have set forth on Schedule 3.06(A) hereto a true and complete listing of all computer software programs which are owned or licensed by Sellers and are reasonably material to the conduct of the Business. Schedule 3.06(A) hereto also sets forth whether each such computer software program is: (i) owned by Sellers (the "Owned Software"); or (ii) licensed by Sellers from a third party (the "Licensed Software"). Except as set forth on Schedule 3.06(A), Sellers have: (i) the right to use all Owned Software, free and clear of any royalty or other similar payment obligations, claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance of any kind, except for any such claims, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect; and (ii) the right to use the Licensed Software, which right, to the Knowledge of Sellers, is free and clear of claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance of any kind, except for (x) any such claims, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect, or (y) such costs, charges, fees or other payments required under the terms of the licenses, contracts or agreements governing the Licensed Software. (b) Except as set forth on Schedule 3.06(B) hereto (i) the logos, trademarks, service marks and copyrights that are used in the Business are the property of Sellers, and (ii) Sellers have the right to grant to Purchaser and LLANY a limited license to use the logos, trademarks, service marks and copyrights referred to above in this Section 3.06 subject to the terms, conditions and limitations contained in this Agreement or any Ancillary Agreement; provided, however, that the representations and warranties in subparagraphs (i) and (ii) above are limited to the Knowledge of Sellers with respect to all common law intellectual property issues.