of the Company Disclosure Schedule. Section 4.18 of the Company Disclosure Schedule to the Purchase Agreement is hereby amended and restated in its entirety as set forth on Annex D hereto.
of the Company Disclosure Schedule since January 1, 2010, the Acquired Companies have complied with, and there has been no default, breach, or violation by any Acquired Company of, (i) any Law applicable to any of the Acquired Companies or by which any property or asset of any of the Acquired Companies is bound or affected or (ii) any Permit, except for any such noncompliance, conflict, default, breach or violation that, individually or in the aggregate, would not constitute a Material Adverse Effect.
of the Company Disclosure Schedule there are not currently pending, nor have there been since January 1, 2010, any internal investigations or inquiries conducted by the Company, the Company Board (or any committee thereof) or, to the knowledge of the Company, any Third Party at the request of any of the foregoing or upon the Company’s or the Company Board’s own initiation concerning any financial, accounting, Tax, conflict of interest, illegal activity, fraudulent or deceptive conduct or other misfeasance or malfeasance involving any of the Acquired Companies or their respective officers or employees.
of the Company Disclosure Schedule no Material Company IP is the subject of any litigation, suit, claim, action, assessment, arbitration or proceeding, or, to the knowledge of the Company, any investigation, challenging that it is exclusively owned by an Acquired Company, challenging its validity or enforceability, or alleging that it has been misused. None of the Acquired Companies has received any claim or notice in writing alleging that any Material Company IP is not exclusively owned by an Acquired Company, is invalid or unenforceable, or has been misused.
of the Company Disclosure Schedule no source code for any Software Product has been placed into escrow by or on behalf of any of the Acquired Companies. To the extent that any such source code has been placed into escrow, none of such source code has ever been released, nor is any such source code required to be released as of the date hereof or as a result of the consummation of the Transactions, pursuant to or in accordance with the terms of the associated escrow Contract by the escrow agent to any person other than one of the Acquired Companies or the owner of such source. To the knowledge of the Company, none of such source code has ever been released or provided by the escrow agent to any person other than one of the Acquired Companies or the owner of such source code.
of the Company Disclosure Schedule all employees of the Acquired Companies have expressly and irrevocably waived any right or claim to receive additional compensation for such Intellectual Property or specifically on account of its enforcement, license, use or other exploitation.
of the Company Disclosure Schedule none of the Acquired Companies has received notice of any claim or complaint, from any person, or indicating an intention on the part of any person to bring any claim or complaint, and no claim or complaint has been made by any person or is otherwise pending before any Governmental Authority, with respect to any Software Products (including with respect to any delay, defect, deficiency, or quality) or with respect to the breach of any Contract under which such Software Products have been licensed, supplied, made available, or otherwise provided. Each Software Product has been and is in substantial conformity with all applicable contractual commitments, warranties, and specifications, and with all applicable Laws and does not contain any disabling codes or virus, or material bugs or defects that cannot reasonably be corrected in the ordinary course of business.
of the Company Disclosure Schedule payment obligations of any kind. To the knowledge of the Company, the Material Company IP is valid, subsisting, and enforceable. None of the Acquired Companies is, and will not be as a result of consummation of the Transaction, restricted in any material respect from transferring, assigning, enforcing, licensing, or using or otherwise exploiting any Material Company IP. Except as disclosed in Section 3.14
of the Company Disclosure Schedule. (ii) as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Company Subsidiaries as at December 31, 2011, including the notes thereto (the “2011 Balance Sheet”), (iii) as incurred in connection with the Transactions, or (iv) as incurred in the ordinary course of business consistent with past practice, since December 31, 2011, no Acquired Company has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation.
of the Company Disclosure Schedule. (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will continue to be legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company Stockholder, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.
