ACT! Documents. The Company has delivered to each Purchaser true, complete and correct copies of the License Agreement and the other ACT! Documents, together with all amendments and modifications thereto. Such documents (including the schedules and exhibits thereto) comprise a full and complete copy of all material agreements between the Company and Symantec with respect to the subject matter thereof and all transactions related thereto, and there are no material agreements or understandings, oral or written, or side agreements between the Company and Symantec not contained therein that relate to or modify the substance thereof. The License Agreement and the other ACT! Documents have been duly authorized by all necessary corporate action on the part of the Company, and, when executed and delivered by the Company, will be the legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights generally and by general principles of equity relating to enforceability. To the best of the Company's knowledge, each of the representations and warranties contained in Articles 11 and 12 of the License Agreement is true and correct in all material respects and Symantec is not in default in any material respect under any covenants thereunder.
ACT! Documents. ACT has heretofore furnished, or made available, to Sellers a true and complete copy of all documents which it has filed with the Securities and Exchange Commission (the "Commission") for the past one (1) year period, including year ending December 31, 1997, together with any amendments or supplements thereto ("ACT Documents"). Except as disclosed in ACT Documents, no event has occurred or arisen prior to the date hereof that will require the filing of (i) a Current Report on Form 8-K after the date hereof, or (ii) any material amendment or supplement to any ACT Document. As of their respective dates, ACT Documents did not contain any untrue statements of material facts or omit to state material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, ACT Documents complied in all material respects with the applicable requirements of the Securities Act of 1993, as amended (the "Act"), as amended, and the Securities Exchange Act of 1934, (the "Exchange Act") as amended, and the rules and regulations promxxxxxxx xxxxx xxxx xxxxxxes. The financial statements contained in ACT Documents, together with the notes thereto, have been prepared in accordance with generally accepted accounting principles consistently followed through the periods indicated (except as may be indicated in the notes thereto, or, in the case of the unaudited financial statements, as permitted by Form 10-Q), reflect all known liabilities of ACT required to be stated therein, including all known contingent liabilities as of the end of each period reflected therein, and present fairly the financial condition of ACT at said dates and the consolidated results of operations and cash flows of ACT for the periods then ended. As at the date hereof, there has been no material change in the information set forth in the ACT Documents other than as set out therein.
ACT! Documents. Borrower has delivered to Lender true, complete and correct copies of the Act! License Agreement and the other documents and instruments executed pursuant thereto, (together with the Act! License Agreement, the "Act! Documents"), together with all amendments and modifications thereto. Such documents (including the schedules and exhibits thereto) comprise a full and complete copy of all material agreements between Borrower and the Symantec Entities with respect to the subject matter thereof and all transactions related thereto, and there are no material agreements or understandings, oral or written, or side agreements between Borrower and the Symantec Entities not contained therein that relate to or modify the substance thereof. The Act! Documents have been duly authorized by all necessary corporate action on the part of Borrower, and, when executed and delivered by Borrower, will be the legal, valid and binding obligations of Borrower, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights generally and by general principles of equity relating to enforceability. To Borrower's knowledge, each of the representations and warranties contained in Article 11 of the Act! License Agreement is true and correct in all material respects and Symantec is not in default in any material respect under any covenants thereunder.
ACT! Documents. The other financial information contained in the Exchange Act Documents has been prepared on a basis consistent with the financial statements of the Company.
