Common use of SYSTEMS AND SOFTWARE Clause in Contracts

SYSTEMS AND SOFTWARE. Inventory and its subsidiaries owns or has 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 businesses of Inventory and its subsidiaries as presently conducted (collectively, "Systems"). Each System owned or used by Inventory or its subsidiaries immediately prior to the Effective Time will be owned or available for use by TTIS, the Subsidiary or their respective affiliates on identical terms and conditions immediately subsequent to the Effective Time. With respect to each System owned by a third party and used by Inventory or its subsidiaries pursuant to lease, license, sublicense, agreement or permission: (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 following the Effective Time; (c) no 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 would constitute a breach or default, and permit termination, modification or acceleration thereunder; (d) no party to any such lease, license, sublicense, agreement or permission has repudiated any provision thereof; (e) neither Inventory nor its subsidiaries have granted any sublicense, sublease or similar right with respect to any such lease, license, sublicense, agreement or permission; (f) Subsidiary and its affiliates use and continued use of such Systems 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 its business as presently conducted. Schedule 2.21 is a complete and correct list and summary description of all Systems.

SYSTEMS AND SOFTWARE. Inventory and its subsidiaries Seller owns or has 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 businesses of Inventory and its subsidiaries Business as presently conducted currently operated (collectively, "Systems"). Each System owned or used by Inventory or its subsidiaries Seller immediately prior to the Effective Time will Closing Date shall be owned or available for use by TTIS, the Subsidiary or their respective affiliates Buyer on substantially identical terms and conditions immediately subsequent to the Effective TimeClosing Date. With respect to each System owned by a third party and used by Inventory or its subsidiaries Seller pursuant to lease, license, sublicense, agreement or permission, each of which is set forth on SCHEDULE 4.16: (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 Effective Timedate hereof; (c) Seller is not, and to Seller's and the Principal Stockholders' knowledge, no other 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 would constitute a breach or default, and default which would permit termination, modification or acceleration thereunderthereunder by the other party thereto; (d) no party to any such lease, license, sublicense, agreement or permission has repudiated any provision thereof; (e) neither Inventory nor its subsidiaries have the Seller has not granted any sublicense, sublease or similar right with respect to any such lease, license, sublicense, agreement or permission; and (f) Subsidiary and its affiliates Seller's use and continued use of such Systems owned by them does not and will not, and Seller'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 its business as presently conducted. Schedule 2.21 is a complete and correct list and summary description of all Systemsthe Business (other than the Excluded Business) by Buyer after the date hereof.

SYSTEMS AND SOFTWARE. Inventory and its subsidiaries Seller owns or has 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 businesses of Inventory and its subsidiaries Seller as presently conducted (collectively, "Systems"). Each Except as set forth in Schedule 3.13, to the best of Seller's knowledge, each System owned or used by Inventory or its subsidiaries Seller immediately prior to the Effective Time Closing Date will be owned or available for use by TTIS, the Subsidiary Purchaser or their respective affiliates its subsidiaries on identical terms and conditions immediately subsequent to the Effective TimeClosing Date. With respect to each System owned by a third party and used by Inventory Seller or its subsidiaries pursuant to lease, license, sublicense, agreement or permission: , to the best of Seller's knowledge (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 following the Effective TimeClosing Date; (c) no party to any such lease, license, sublicense, agreement or permission is in material breach or default, and no event has occurred which with notice or lapse of time would constitute a material breach or default, and permit termination, modification or acceleration thereunder; (d) no party to any such lease, license, sublicense, agreement or permission has repudiated any provision thereof; (e) neither Inventory nor its subsidiaries have Seller has not granted any sublicense, sublease or similar right with respect to any such lease, license, sublicense, agreement or permission; (f) Subsidiary and its affiliates Seller's use and continued use of such Systems 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 its business the Business, except as presently conducted. Schedule 2.21 is would not, in the aggregate, have a complete and correct list and summary description of all Systemsmaterial adverse effect on the Business.