Software and Other Intangibles. 18 3.15 Contracts...................................................................... 19 3.16
Software and Other Intangibles. 3.13.1 Schedule 3.13 contains an accurate and complete list and description of all names, corporate names, fictitious names, trademarks, service marks, trade names, brand names, product names, symbols, slogans, copyrights, Web sites, designs, logos, formulae, inventions, product rights, technology, and Software owned, marketed, licensed (in or out), supported, maintained, used, under development, or held for use by each of the WD Group that are material to the Business, and, in the case of Software, a product description, the language in which it is written and the type of hardware platform(s) on which it runs.
Software and Other Intangibles. Except for commercially available Software, set forth on Schedule 4.12 is an accurate and complete list and description of all Software and material Intangibles owned, marketed, licensed, supported, maintained, used or under development by the Acquiring Companies, and, in the case of Software, a product description, the language in which it is written and the type of hardware platform(s) on which it runs. Except as explained on Schedule 4.12, each of the Acquiring Companies has good and valid title to, and has the full right to use, all of the Software and Intangibles listed on Schedule 4.12, free and clear of any Encumbrance (except for use restrictions contained in licensed commercially available Software). Except as set forth in Schedule 4.12, all shrinkwrap and other commercially available Software has been properly licensed and all related fees paid. To the knowledge of HAI, all application Software utilized in its business is year 2000 compliant. To the knowledge of HAI, none of the Software or Intangibles listed on Schedule 4.12, or their respective past or current uses, including the preparation, distribution, marketing or licensing, has violated or infringed upon, or is violating or infringing upon, any Software, technology, patent, copyright, trade secret or other Intangible of any Person. To the knowledge of HAI, no Person is violating or infringing upon, or has violated or infringed upon at any time, any of the Software or Intangibles listed on Schedule 4.11. Except as set forth on Schedule 4.12, none of the Software or Intangibles listed on Schedule 4.11 is owned by or registered in the name of any current or former owner, shareholder, partner, director, executive, officer, employee, salesman, agent, customer, representative or contractor of any of the Acquiring Companies or any of the HAI Shareholders nor does any such Person have any interest therein or right thereto, including the right to royalty payments.
Software and Other Intangibles. Except for shrinkwrap and other commercially available Software, set forth on Schedule 3.14 is an accurate and complete list and description of all Software and Intangibles owned, marketed, licensed, supported, maintained, used or under development by the Acquired Companies, and, in the case of Software, a product description, the language in which it is written and the type of hardware platform(s) on which it runs. Except for shrinkwrap and other commercially available Software, no other Software or Intangibles is necessary to operate the business of each of the Acquired Companies as currently operated. Except as explained on Schedule 3.14, each of the Acquired Companies has good and valid title to, and has the full right to use, all of the Software and Intangibles listed on Schedule 3.14, free and clear of any Encumbrance (except for use restrictions contained in licensed commercially available Software). All shrinkwrap and other commercially available Software has been properly licensed and registered, and all related fees paid. With respect to the Software listed on Schedule 3.14 and except as set forth on Schedule 3.14, (a) the Acquired Companies maintain machine-readable master-reproducible copies, source code listings, technical documentation and user manuals (if any) for the most current releases or versions thereof and for all earlier releases or versions thereof currently being supported by them; (b) to the knowledge of CTC, in each case, the machine-readable copy substantially conforms to the corresponding source code listing; (c) to the knowledge of CTC, it is written in the language set forth on Schedule 3.14, for use on the hardware set forth on Schedule 3.14 with standard operating systems; (d) to the knowledge of CTC, it can be maintained and modified by reasonably competent programmers familiar with such language, hardware and operating systems or other Persons with whom CTC presently has service and maintenance agreements; (e) in each case, it operates in accordance with the user manual therefor without material operating defects; and (f) to the knowledge of CTC, in each case, each component of such Software that creates, accepts, displays, stores, retrieves, accesses, recognizes, distinguishes, compares, sorts, manipulates, processes, calculates, converts or otherwise uses dates or date-related data, will do so accurately, without any operating defects, loss of functionality or degradation in performance or volume capacity, using dates i...
Software and Other Intangibles. (i) Part 4.20(i) of the Parent’s Disclosure Schedule contains an accurate and complete list and description of (1) Company Owned Software and (2) material Software (other than Company Owned Software) which is licensed, marketed, supported, maintained or used by an Acquired Company (“Company Embedded Software”) (collectively referred to as “Company Intangibles”).
Software and Other Intangibles. (i) Part 5.20(i) of the Buyer’s Disclosure Schedule contains an accurate and complete list and description of (1) Buyer Owned Software and (2) material Software (other than Buyer Owned Software) which is licensed, marketed, supported, maintained or used by Buyer or any Buyer Subsidiary (“Buyer Embedded Software”) (collectively referred to as “Buyer Intangibles”).
Software and Other Intangibles. Except for shrinkwrap and other commercially available Software, each of the Borrower Companies has good and valid title to, and has the full right to use, all of the Software and General Intangibles, free and clear of any Encumbrance (except for use restrictions contained in licensed commercially available Software). All shrinkwrap and other commercially available Software has been properly licensed and all related fees paid. With respect to the Software, (a) the Borrower Companies maintain machine-readable master-reproducible copies, source code listings, technical documentation and user manuals for the most current releases or versions thereof and for all earlier releases or versions thereof currently being supported by them; (b) in each case, the machine-readable copy substantially conforms to the corresponding source code listing; (c) it is written for use on standard operating systems; (d) it can be maintained and modified by reasonably competent programmers familiar with such language, hardware and operating systems or other Persons with whom the Borrower presently has service and maintenance agreements; and (e) in each case, it operates in accordance with the user manual therefore without material operating defects. None of the Software or General Intangibles, or their respective past or current uses, including the preparation, distribution, marketing or licensing, has violated or infringed upon, or is violating or infringing upon, any Software, technology, patent, copyright, trade secret or other Intangible of any Person. To the knowledge of the Borrower, no Person is violating or infringing upon, or has violated or infringed upon at any time, any of the Software or General Intangibles. None of the Software or General Intangibles is owned by or registered in the name of any current or former owner, shareholder, partner, director, executive, officer, employee, salesman, agent, customer, representative or contractor of any of the Borrower Companies nor does any such Person have any interest therein or right thereto, including the right to royalty payments. Notwithstanding the foregoing, the Company is obligated to pay royalty payments equal to not more than 12% of sales on the Company’s “Fatigue Fuse” product, and a royalty of approximately 10% of sales of the Company’s Fatigue Sensor product.
Software and Other Intangibles. (a) Section 3.13(a) of the Company Disclosure Letter contains an accurate and complete list and description of all (i) Software owned, purported to be owned, developed or under development by any of the Acquired Companies (“Owned Company Software”); (ii) material Software which is licensed, marketed, supported, maintained or used by the Acquired Companies (other than the Owned Company Software); and (iii) all material names, material corporate names, material fictitious names, material trade names, material trademarks, material trademark applications, material service marks, material service xxxx applications, material brand names, material product names, and material slogans, material patents, material patent applications, material copyrights, material copyright applications, material designs and material logos owned, marketed, licensed, supported, maintained, used or under development by the Company and its Subsidiaries (such Software and Intangibles described in subsections (i), (ii) and (iii) above collectively referred to herein as the “Company Intangibles”), and, in the case of Owned Company Software, a product description, the language in which it is written, and the type of hardware platform(s) on which it runs. Except as set forth in Section 3.13(a) of the Company Disclosure Letter, no other Software or Intangibles (other than trade secrets and know-how) are used in a material manner to operate the business of any of the Acquired Companies.
Software and Other Intangibles. Set forth on Schedule 4.13 is an accurate and complete list of all Software and other Intangibles: (a) owned or under development by Protexx or any person or entity affiliated with either Protexx and/or 22THEN which is used in whole or in part in the Protexx Business (together, the “Protexx Software”); or (b) used or licensed by Protexx, or previously by 22THEN, in each case including a product description, the language in which it is written and the type of hardware platform(s) on which it runs (other than, in each case, standard commercial Software products used by Protexx for administrative and/or operational purposes). Schedule 4.13 identifies each item of Protexx Software that is owned by or licensed by a third-party, as applicable, and licensed or sub-licensed to Protexx or 22THEN by such third party as of the date hereof. No other Software or Intangibles (other than standard commercial Software products used by Protexx for administrative and/or operational purposes) are used by Protexx in the operation of Protexx Business, and except as described on Schedule 4.13, no rights of any third party are necessary to license, sublicense, sell, modify, update, and/or create derivative works for the Software listed on Schedule 4.13. The Protexx Software will adequately perform the functions for which it/they are intended to enable the revenues and EBITDA of Acquisition over the Earnout Period to provide for the maximum Earnout Amount, based upon current market conditions and anticipated business. Except as set forth on Schedule 4.13, Protexx has good title to, or has the right to use, all of the Software and other Intangibles listed on Schedule 4.13, free and clear of any Encumbrance. Except as set forth on Schedule 4.13, all of the Protexx Software was created as a work for hire (as defined under U.S. copyright law) by regular full time employees of Protexx or 22THEN. With respect to the Protexx Software: (i) Protexx maintains machine-readable master-reproducible copies, source code listings, technical documentation and user manuals for the most current releases or versions thereof (except that the technical documentation and user manuals are current through March 2008) and for all earlier releases or versions thereof currently being supported by them; (ii) in each case, the machine-readable copy substantially conforms to the corresponding source code listing; and (iii) it is written in the language set forth on Schedule 4.13, for use on the hardware set for...
Software and Other Intangibles. Set forth on Schedule 5.7 (or incorporated by reference therein) is an accurate and complete list of all Software and other material Intangibles owned, marketed, licensed, supported, maintained, used or under development by Sellers in connection with the Acquired Business, and, in the case of Software, a product description. Except as indicated on Schedule 5.7, Sellers have good title to, and have the full right to use, all of the Software and other Intangibles listed on Schedule 5.7 free and clear of any Liens. Except as indicated on Schedule 5.7, no rights of any third party are necessary to market, license, sell, modify, update, and/or create derivative works for the proprietary Software or other Intangibles listed on Schedule 5.7. Except as set forth on Schedule 5.7, all of such proprietary Software and other Intangibles were created by regular full-time employees of Sellers as a work for hire (as defined under U.S. copyright Law). With respect to the proprietary Software listed on Schedule 5.7, (a) Sellers maintain machine-readable master-reproducible copies, technical documentation, user manuals and source code listings for the most current releases or versions thereof and for all earlier releases or versions thereof currently being supported by them; (b) in each case, the machine-readable copy substantially conforms to the corresponding source code listing; (c) it can be maintained and modified by reasonably competent programmers of appropriate skill and experience and familiarity with such language, hardware and operating systems; and (d) with the exception of Software under development, it operates without material operating defects. None of the proprietary Software or other Intangibles listed on Schedule 5.7, or their respective past or current uses, including the preparation, distribution, marketing or licensing, has violated or infringed upon, or is violating or infringing upon, any Software, technology, patent, copyright, trade secret or other Intangible of any Person. Sellers have maintained trade secret rights and unregistered copyrights relating to the Software as indicated on Schedule 5.7. To Sellers’ Knowledge, no Person is violating or infringing upon, or has violated or infringed upon at any time, any of the proprietary Software or other Intangibles listed on Schedule 5.7 in any material respect. None of the proprietary Software or other Intangibles listed on Schedule 5.7 is owned by or registered in the name of any current or former ow...
