Common use of Computer Software and Intellectual Property Clause in Contracts

Computer Software and Intellectual Property. (a) Sellers have set forth on Schedule 3.06(A) hereto a true and complete listing of all computer software programs which are owned or licensed by Sellers and are reasonably material to the conduct of the Business. Schedule 3.06(A) hereto also sets forth whether each such computer software program is: (i) owned by Sellers (the "Owned Software"); or (ii) licensed by Sellers from a third party (the "Licensed Software"). Except as set forth on Schedule 3.06(A), Sellers have: (i) the right to use all Owned Software, free and clear of any royalty or other similar payment obligations, claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance of any kind, except for any such claims, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect; and (ii) the right to use the Licensed Software, which right, to the Knowledge of Sellers, is free and clear of claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance of any kind, except for (x) any such claims, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect, or (y) such costs, charges, fees or other payments required under the terms of the licenses, contracts or agreements governing the Licensed Software. (b) Except as set forth on Schedule 3.06(B) hereto (i) the logos, trademarks, service marks and copyrights that are used in the Business are the property of Sellers, and (ii) Sellers have the right to grant to Purchaser and LLANY a limited license to use the logos, trademarks, service marks and copyrights referred to above in this Section 3.06 subject to the terms, conditions and limitations contained in this Agreement or any Ancillary Agreement; provided, however, that the representations and warranties in subparagraphs (i) and (ii) above are limited to the Knowledge of Sellers with respect to all common law intellectual property issues.

Computer Software and Intellectual Property. (a) Sellers have Seller has set forth on Schedule 3.06(A) hereto a true and complete listing listing, to the knowledge of the Seller Key People, of all computer software programs which are owned or licensed by Sellers and are reasonably material to used principally in the conduct of the Business. Schedule 3.06(A) hereto also sets forth whether each such computer software program is: is (i) owned by Sellers Seller (the "Owned SoftwareOWNED PRINCIPALLY USED SOFTWARE"); ) or (ii) licensed by Sellers Seller from a third party (the "Licensed SoftwareLICENSED PRINCIPALLY USED SOFTWARE"). Except as Seller has set forth on Schedule 3.06(A)3.06(B) hereto a true and complete listing, Sellers have: to the knowledge of the Seller Key People, of all computer software programs used generally in the conduct of the Seller's businesses as well as in the conduct of the Business. Schedule 3.06(B) hereto also sets forth whether each such computer software program is (i) owned by Seller (the "OWNED GENERALLY USED SOFTWARE") or (ii) licensed by Seller from a third party (the "LICENSED GENERALLY USED SOFTWARE"). Seller has, and on the Closing Date Purchaser or LLANY, as applicable, will have the right to use all Owned Principally Used Software, free and clear of any royalty or other similar payment obligations, claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance of any kind other than the License Agreement, except for any such claims, liens, charges or encumbrances that would not, individually or in the aggregate, have a material adverse effect on the Business. Seller has, and immediately prior to the Closing will have, the right to use the Licensed Principally Used Software, free and clear of claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance of any kind, except for any such claims, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect; and (ii) material adverse effect on the right to use the Licensed SoftwareBusiness. Seller is not in conflict with or violation or infringement of, which rightnor, to the Knowledge knowledge of Sellersthe Seller Key People, is free and clear of claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance has Seller received any notice of any kindsuch conflict with, or violation or infringement of, any asserted rights of any other Person with respect to any Owned Principally Used Software or Licensed Principally Used Software, except for (x) any such claimsconflicts, liens, charges violations or encumbrances infringements that would not, individually or in the aggregate, have a Material Adverse Effect, or (y) such costs, charges, fees or other payments required under material adverse effect on the terms of the licenses, contracts or agreements governing the Licensed SoftwareBusiness. (b) Except as set forth on Schedule 3.06(B) hereto (i) the logos, trademarks, service marks and copyrights that are used in the Business are the property of Sellers, and (ii) Sellers have the right to grant to Purchaser and LLANY a limited license to use the logos, trademarks, service marks and copyrights referred to above in this Section 3.06 subject to the terms, conditions and limitations contained in this Agreement or any Ancillary Agreement; provided, however, that the representations and warranties in subparagraphs (i) and (ii) above are limited to the Knowledge of Sellers with respect to all common law intellectual property issues.

Computer Software and Intellectual Property. (a) Sellers have Seller has set forth on Schedule 3.06(A) hereto a true and complete listing listing, to the knowledge of the Seller Key People, of all computer software programs which are owned or licensed by Sellers and are reasonably material to used principally in the conduct of the Business. Schedule 3.06(A) hereto also sets forth whether each such computer software program is: is (i) owned by Sellers Seller (the "Owned Principally Used Software"); ) or (ii) licensed by Sellers Seller from a third party (the "Licensed Principally Used Software"). Except as Seller has set forth on Schedule 3.06(A)3.06(B) hereto a true and complete listing, Sellers have: to the knowledge of the Seller Key People, of all computer software programs used generally in the conduct of the Seller's businesses as well as in the conduct of the Business. Schedule 3.06(B) hereto also sets forth whether each such computer software program is (i) owned by Seller (the "Owned Generally Used Software") or (ii) licensed by Seller from a third party (the "Licensed Generally Used Software"). Seller has, and on the Closing Date Purchaser or LLANY, as applicable, will have the right to use all Owned Principally Used Software, free and clear of any royalty or other similar payment obligations, claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance of any kind other than the License Agreement, except for any such claims, liens, charges or encumbrances that would not, individually or in the aggregate, have a material adverse effect on the Business. Seller has, and immediately prior to the Closing will have, the right to use the Licensed Principally Used Software, free and clear of claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance of any kind, except for any such claims, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect; and (ii) material adverse effect on the right to use the Licensed SoftwareBusiness. Seller is not in conflict with or violation or infringement of, which rightnor, to the Knowledge knowledge of Sellersthe Seller Key People, is free and clear of claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance has Seller received any notice of any kindsuch conflict with, or violation or infringement of, any asserted rights of any other Person with respect to any Owned Principally Used Software or Licensed Principally Used Software, except for (x) any such claimsconflicts, liens, charges violations or encumbrances infringements that would not, individually or in the aggregate, have a Material Adverse Effect, or (y) such costs, charges, fees or other payments required under material adverse effect on the terms of the licenses, contracts or agreements governing the Licensed SoftwareBusiness. (b) Except as set forth on Schedule 3.06(B) hereto (i) the logos, trademarks, service marks and copyrights that are used in the Business are the property of Sellers, and (ii) Sellers have the right to grant to Purchaser and LLANY a limited license to use the logos, trademarks, service marks and copyrights referred to above in this Section 3.06 subject to the terms, conditions and limitations contained in this Agreement or any Ancillary Agreement; provided, however, that the representations and warranties in subparagraphs (i) and (ii) above are limited to the Knowledge of Sellers with respect to all common law intellectual property issues.