Common use of Company Software Clause in Contracts

Company Software. (a) The Disclosure Schedule sets forth a true and complete list of all software used in connection with the business of the Company other than off-the-shelf software acquired for less than $10,000 per application (the "Company Software"). The Company has all technical and descriptive materials for the Company Software as is necessary to run its business in accordance with its historical practices, except as would not have a Material Adverse Effect. (b) The use of the Company Software does not breach any terms of any contract or agreement. The Company either owns or has been granted under license agreements relating to the Company Software (the "Company License Agreements") valid and subsisting rights with respect to all software comprising the Company Software and such rights may be exercised anywhere in the world. The Company is in compliance with each of the terms and conditions of each of the Company License Agreements except to the extent failure to so comply, individually or in the aggregate, would not have a Material Adverse Effect. In the case of any commercially available "shrink-wrap" software programs (such as Lotus 1-2-3 or Microsoft Word), the Company has not made and is not using any unauthorized copies of any such software programs and, to the knowledge of the Company, none of the employees, agents or representatives of the Company have made or are using any such unauthorized copies in the conduct of the Company's business, except as would not have a material adverse effect on the Company. (c) The Company Software and the related computer hardware used by the Company in its operations (the "Company Hardware") are adequate in all material respects, when taken together with the other assets, resources and personnel of the Company, to run the business of the Company in the same manner as such business has operated since inception. The Disclosure Schedule contains a summary description of any unusual problems experienced by the Company in the past twelve months with respect to the Company Software or Company Hardware that would result in a Material Adverse Effect.

Company Software. (a) The Disclosure Schedule sets forth a true and complete list of all software used in connection with the business of the Company other than off-the-shelf software acquired for less than $10,000 per application (the "Company Software"). The Company has all technical and descriptive materials for the Company Software as is necessary to run its business in accordance with its historical practices, except as would not have a Material Adverse Effectmaterial adverse effect on the Company. (b) The use of the Company Software does not breach any terms of any contract or agreement. The Company either owns or has been granted under license agreements relating to the Company Software (the "Company License Agreements") valid and subsisting rights with respect to all software comprising the Company Software and such rights may be exercised anywhere in the world. The Company is in compliance with each of the terms and conditions of each of the Company License Agreements except to the extent failure to so comply, individually or in the aggregate, would not have a Material Adverse Effectmaterial adverse effect on the Company. In the case of any commercially available "shrink-wrap" software programs (such as Lotus 1-2-3 or Microsoft Word), the Company has not made and is not using any unauthorized copies of any such software programs and, to the knowledge of the Company, none of the employees, agents or representatives of the Company have made or are using any such unauthorized copies in the conduct of the Company's business, except as would not have a material adverse effect on the Company. (c) The Company Software and the related computer hardware used by the Company in its operations (the "Company Hardware") are adequate in all material respects, when taken together with the other assets, resources and personnel of the Company, to run the business of the Company in the same manner as such business has operated since inception. The Disclosure Schedule contains a summary description of any unusual problems experienced by the Company in the past twelve months with respect to the Company Software or Company Hardware that would result in a Material Adverse Effectan adverse effect on the Company.