Common use of SYSTEMS AND SOFTWARE Clause in Contracts

SYSTEMS AND SOFTWARE. Except as has not had and would not have a Company Material Adverse Effect, Company and its Subsidiary own or have the right to use pursuant to lease, license, sublicense, agreement or permission all computer hardware, software and information systems necessary for the operation of the Business as of the Closing Date (collectively, “Systems”). Each System owned or used by Company or its Subsidiary immediately prior to the Closing Date will be owned or available for use by Acquisition Co. on substantially identical terms and conditions immediately subsequent to the Closing Date. Except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each System owned by a third party and used by Company or its Subsidiary pursuant to lease, license, sublicense, agreement or permission, each of which is set forth on Schedule 2.13: (a) the lease, license, sublicense, agreement or permission covering the System is legal, valid, binding, enforceable, and in full force and effect; (b) the lease, license, sublicense, agreement or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the Merger; (c) Company and its Subsidiary are not, and to Company’s Knowledge, no other party to any such lease, license, sublicense, agreement or permission is, in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default which would permit termination, modification or acceleration thereunder by the other party thereto; (d) no party to any such lease, license, sublicense, agreement or permission has repudiated any provision thereof; (e) neither Company nor its Subsidiary has granted any sublicense, sublease or similar right with respect to any such lease, license, sublicense, agreement or permission; and (f) Company’s and its Subsidiary’s use and continued use of such Systems owned by them does not and will not, and, to Company’s Knowledge, Company’s and its Subsidiary’s use and continued use of such Systems used by them pursuant to lease, license, sublicense, agreement or permission does not and will not, interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any intellectual property rights of third parties as a result of the continued operation of the Business.

SYSTEMS AND SOFTWARE. Except as Company owns or has not had and would not have a Company Material Adverse Effect, Company and its Subsidiary own or have the right to use pursuant to lease, license, sublicense, agreement agreement, or permission all computer hardware, software and information systems necessary for the operation of the Business as of the Closing Date presently conducted (collectively, “"Systems”"), all of which is listed on Schedule 2.12. Each System owned or used by Company or its Subsidiary immediately prior to the Closing Date Effective Time will be owned or available for use by Acquisition Co. Company on substantially identical terms and conditions immediately subsequent to the Closing DateEffective Time. Except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect, with With respect to each System owned by a third party and used by Company or its Subsidiary pursuant to lease, license, sublicense, agreement or permission, each of which is set forth on Schedule 2.13: (a) the lease, license, sublicense, sublicense agreement or permission covering the System is legal, valid, binding, enforceable, and in full force and effecteffect with regard to Company, and to Company's Knowledge with regard to the other party thereto; (b) the lease, license, sublicense, agreement or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the MergerEffective Time with regard to Company, and to the Company's Knowledge with regard to the other party thereto; (c) neither Company and its Subsidiary are not, and nor to Company’s Knowledge, no other 's Knowledge any party to any such lease, license, sublicense, agreement or permission is, is in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default which would default, and permit termination, modification or acceleration thereunder by the other party theretothereunder; (d) no neither Company nor to Company's Knowledge any party to or any such lease, license, sublicense, agreement or permission has repudiated any provision thereof; (e) neither Company nor its Subsidiary has not granted any sublicense, sublease or similar right with respect to any such lease, license, sublicense, agreement or permission; and (f) Company’s and its Subsidiary’s 's use and continued use by Company of such Systems owned by them System does not and will not, and, to Company’s Knowledge, Company’s and its Subsidiary’s use and continued use of such Systems used by them pursuant to lease, license, sublicense, agreement or permission does not and will not, interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any intellectual property rights of third parties as a result of the continued operation of the Businessbusiness.

SYSTEMS AND SOFTWARE. Except as Company owns or has not had and would not have a Company Material Adverse Effect, Company and its Subsidiary own or have the right to use pursuant to lease, license, sublicense, agreement agreement, or permission all computer hardware, software and information systems necessary for the operation of the Business business of Company as of the Closing Date presently conducted (collectively, “"Systems”"), all of which is listed on Schedule 2.12. Each System owned or used by Company or its Subsidiary immediately prior to the Closing Date Effective Time will be owned or available for use by Acquisition Co. Company on substantially identical terms and conditions immediately subsequent to the Closing DateEffective Time. Except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect, with With respect to each System owned by a third party and used by Company or its Subsidiary pursuant to lease, license, sublicense, agreement or permission, each of which is set forth on Schedule 2.13: (a) the lease, license, sublicense, sublicense agreement or permission covering the System is legal, valid, binding, enforceable, and in full force and effecteffect with regard to Company, and to Company's Knowledge with regard to the other party thereto; (b) the lease, license, sublicense, agreement or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical substantially the same terms immediately following the MergerEffective Time with regard to Company, and to the Company's Knowledge with regard to the other party thereto; (c) neither Company and its Subsidiary are not, and nor to Company’s Knowledge, no other 's Knowledge any party to any such lease, license, sublicense, agreement or permission is, is in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default which would default, and permit termination, modification or acceleration thereunder by the other party theretothereunder; (d) no neither Company nor to Company's Knowledge any party to or any such lease, license, sublicense, agreement or permission has repudiated any provision thereof; (e) neither Company nor its Subsidiary has not granted any sublicense, sublease or similar right with respect to any such lease, license, sublicense, agreement or permission; and (f) to Company’s and its Subsidiary’s 's Knowledge, Company's use and continued use by Company of such Systems owned by them System does not and will not, and, to Company’s Knowledge, Company’s and its Subsidiary’s use and continued use of such Systems used by them pursuant to lease, license, sublicense, agreement or permission does not and will not, interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any intellectual property rights of third parties as a result of the continued operation of the Businessbusiness.