Common use of Software and Other Intangibles Clause in Contracts

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 commercially available Software, set forth on Schedule 4.12 3.11 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 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 as explained on Schedule 4.123.11, each of the Acquiring Acquired Companies has good and valid title to, and has the full right to use, all of the Software and Intangibles listed on Schedule 4.123.11, free and clear of any Encumbrance (except for use restrictions contained in licensed commercially available Software). Except as set forth in Schedule 4.123.11, all shrinkwrap and other commercially available Software has been properly licensed and all related fees paid. To the knowledge of HAIHealthAxis, all application Software utilized in its business is year 2000 compliant. To the knowledge of HAIHealthAxis, none of the Software or Intangibles listed on Schedule 4.123.11, 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 HAIHealthAxis, 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 4.113.11. Except as set forth on Schedule 4.123.11, none of the Software or Intangibles listed on Schedule 4.11 3.11 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 Acquired Companies or any of the HAI HealthAxis 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 commercially available Software, set forth on Schedule 4.12 3.9 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 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 as explained on Schedule 4.123.9, each of the Acquiring Acquired Companies has good and valid title to, and has the full right to use, all of the Software and Intangibles listed on Schedule 4.123.9, free and clear of any Encumbrance (except for use restrictions contained in licensed commercially available Software). Except as set forth in Schedule 4.123.9, all shrinkwrap and other commercially available Software has been properly licensed and all related fees paid. To the knowledge of HAIHealthAxis, all application Software utilized in its business is year 2000 compliant. To the knowledge of HAIHealthAxis, none of the Software or Intangibles listed on Schedule 4.123.9, 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 HAIHealthAxis, 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 4.113.9. Except as set forth on Schedule 4.123.9, none of the Software or Intangibles listed on Schedule 4.11 3.9 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 Acquired Companies or any of the HAI HealthAxis Shareholders nor does any such Person have any interest therein or right thereto, including the right to royalty payments.