Common use of INTELLECTUAL PROPERTY AND COMPUTER HARDWARE Clause in Contracts

INTELLECTUAL PROPERTY AND COMPUTER HARDWARE. (a) Schedule 5.11(a) contains a list of all Copyrights, Patent Rights and Trademarks owned by or licensed (and, if licensed, from whom if identification of the licensor is readily ascertainable from existing listings of licensed Copyrights, Patent Rights and Trademarks) to the Company or the Subsidiaries which are material to the conduct of their business, as currently conducted. (b) Schedule 5.11(b) contains a list of all Software owned by or licensed (and, if licensed, from whom if identification of the licensor is readily ascertainable from existing listings of Software licenses) to the Company or the Subsidiaries which is material to the conduct of their business, as currently conducted. (c) Except as set forth in Schedule 5.11(c), to the Knowledge of Aon, the Company and the Subsidiaries either: (i) own the entire right, title and interest in and to the Copyrights, Patent Rights, Trademarks and Software listed in Schedules 5.11(a) and 5.11(b), free and clear of all Encumbrances; or (ii) have a valid contractual right or license to use the same in the conduct of their business for an annual license fee that does not exceed $175,000. (d) Except as set forth in Schedule 5.11(d), to the Knowledge of Aon: (i) all registrations for Copyrights, Patent Rights and Trademarks identified in Schedule 5.11(a) are valid and in force, and all applications to register any unregistered Copyrights, Patent Rights and Trademarks so identified are pending and in good standing, all without challenge of any kind; (ii) the Copyrights, Patent Rights and Trademarks (other than with respect to pending applications) owned by the Company and the Subsidiaries are valid and in force; and (iii) the Company and the Subsidiaries have the right to bring actions for infringement or unauthorized use of the Copyrights, Patent Rights, Trademarks and Software owned by the Company and the Subsidiaries. (e) Except as set forth in Schedule 5.11(e), (i) to the Knowledge of Aon, no infringement by the Company or any of the Subsidiaries of any Copyrights, Patent Rights and Trademarks of any other Person has occurred or resulted in any way from the conduct of their business between January 1, 2005 and the date hereof and (ii) no written notice of a claim of any infringement of any Intellectual Property of any other Person has been received by the Company or the Subsidiaries in respect of the conduct of their business between January 1, 2005 and the date hereof. (f) Except as set forth in Schedule 5.11(f), as of the date hereof, no proceedings are pending or, to the Knowledge of Aon, threatened against the Company or the Subsidiaries which challenge the validity or ownership of any Copyright, Patent Right, or Trademark described in Schedule 5.11(a). (g) Subsequent to the Closing and except as otherwise permitted hereunder or as provided under a Buyer Ancillary Agreement or Seller Ancillary Agreement or as otherwise may be contained in backup media maintained in the ordinary course of business, neither Aon nor its Affiliates will have access to computer or other electronic data primarily relating to the businesses conducted by the Company and the Subsidiaries. (h) All Computer Hardware owned or operated by the Company and the Subsidiaries is, in the aggregate, in good working order and condition. The Company and the Subsidiaries maintain Computer Hardware back-up and recovery capabilities reasonably designed to ensure that a system problem does not impact customer facing capabilities or revenue streams. The Company and the Subsidiaries maintain reasonable Computer Hardware and network security controls intended to safeguard each component of the Computer Hardware against the risk of business disruption arising from virus attacks, unauthorized activities of any employee or contractor, hackers or any other Person.