Common use of Proprietary Assets Clause in Contracts

Proprietary Assets. (a) The Parent Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 per year with respect to each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations by any Person (except for any Proprietary Asset that is licensed to the Parent Corporations under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Corporations have good, valid and marketable title to all of the Parent Corporation Proprietary Assets (except for licensed assets), free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent Corporations. The Parent Corporations have a valid right to use, license and otherwise exploit all Parent Corporation Proprietary Assets. Except as set forth in the Parent Disclosure Schedule, none of the Parent Corporations has developed jointly with any other Person any Parent Corporation Proprietary Asset that is material to the business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth in the Parent Disclosure Schedule, there is no Parent Corporation Contract pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation Proprietary Asset.

Proprietary Assets. (a) The Part 3.9(a)(i) of the Parent Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Part 3.9(a)(ii) of the Parent Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 per year 10,000 with respect to to, each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations by any Person (except for any Proprietary Asset that is licensed to the Parent Corporations under any third party software license generally available to the publicpublic at a price per central processing unit of not less than $5,000), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent. To the knowledge of Parent, Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Corporations have has good, valid and marketable title to all of the Parent Corporation Proprietary Assets (except for licensed assets)identified in Part 3.9(a)(i) of the Parent Disclosure Schedule and to all other Proprietary Assets that Parent purports to own, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any Parent. To the knowledge of the Parent, Parent Corporations. The Parent Corporations have has a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 3.9(a)(ii) of the Parent Corporation Proprietary AssetsDisclosure Schedule. Except as set forth in Part 3.9(a)(iii) of the Parent Disclosure Schedule, none of the Parent Corporations has not developed jointly with any other Person any Parent Corporation Proprietary Asset that is material to the business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth in Part 3.9(a)(iv) of the Parent Disclosure Schedule, to Parent's knowledge there is no Parent Corporation Contract pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation Proprietary Asset.

Proprietary Assets. (a) The Parent Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental BodyBody and material to the business of the Acquired Corporations, (i) a brief description of such Proprietary Asset, Asset and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies lists any Contract containing any ongoing royalty or payment obligations in excess of $25,000 50,000 per year annum with respect to each Proprietary Asset that is licensed or otherwise made available to the Parent Acquired Corporations by any Person (except for any Proprietary Asset that is licensed to the Parent Acquired Corporations under any third party software license generally available to the publicpublic for a one time fee), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Acquired Corporations have good, good and valid and marketable title to all of the Parent Corporation Proprietary Assets (except for licensed assets)owned by the Acquired Corporations and material to their business, free and clear of all Encumbrances, Encumbrances except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract Encumbrances arising from the value of the assets subject thereto or materially impair the operations of any of the Parent CorporationsCompany's credit agreements. The Parent Acquired Corporations have a valid right to useuse as a licensee all Proprietary Assets identified in Part 2.9(a)(ii) of the Company Disclosure Schedule, license subject to the Bankruptcy and otherwise exploit all Parent Corporation Proprietary AssetsEquity Exception. Except as set forth in Part 2.9(a)(iii) of the Parent Company Disclosure Schedule, none of the Parent Acquired Corporations has developed jointly with any other Person any Parent Corporation Proprietary Asset that is owned by the Acquired Corporations and material to the their business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth in Part 2.9(a)(iv) of the Parent Company Disclosure Schedule, there is no Parent Acquired Corporation Contract pursuant to which any Person (other than an Acquired Corporation) has any right (whether or not currently exercisable) to use, license or otherwise exploit any Proprietary Asset owned by the Acquired Corporations and material to their business. The Company has delivered to Parent Corporation a copy of all Contracts, including all amendments thereto, which relate to the material Proprietary AssetAssets owned or used by any Acquired Corporation.

Proprietary Assets. (a) The Parent Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by any of the Parent Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 2.9(a)(ii) of the Company Disclosure 13. <PAGE> Schedule identifies and provides a brief description of each Proprietary Asset owned by any of the Acquired Corporations that is material to the business of the Acquired Corporations. Part 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 per year 10,000 with respect to to, each Proprietary Asset that is licensed or otherwise made available to any of the Parent Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to the Parent Corporations any Acquired Corporation under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Acquired Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Acquired Corporations have good, good and valid and marketable title to all of the Parent Acquired Corporation Proprietary Assets (except for licensed assets)identified or required to be identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the Company Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of any either of the Parent Acquired Corporations. The Parent Acquired Corporations have a valid right to use, license and otherwise exploit all Parent Corporation Proprietary Assets. Except as set forth Assets identified or required to be identified in Part 2.9(a)(iii) of the Parent Company Disclosure Schedule, none . None of the Parent Acquired Corporations has developed jointly with any other Person any Parent Acquired Corporation Proprietary Asset that is material to the business of the Parent Acquired Corporations and with respect to which such other Person has any rights. Except as set forth There is no Acquired Corporation Contract (with the exception of end user license agreements, support agreements, consulting agreements and other customer contracts in the Parent Disclosure Schedule, there is no Parent Corporation Contract forms previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Acquired Corporation Proprietary Asset.. (b) The Acquired Corporations have taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Acquired Corporation Proprietary Assets (except Acquired Corporation Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, (i) each current or former employee of any Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any material Acquired Corporation Proprietary Asset has executed and delivered to such Acquired Corporation an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Employee Acknowledgement Agreement previously delivered by the Company to Parent, and (ii) each current and former consultant and independent contractor to any Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any material Acquired Corporation Proprietary Asset has executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of consulting agreement previously delivered to Parent. No current or former employee, officer, director, shareholder, consultant or independent contractor has any right, claim or interest in or with respect to any Acquired Corporation Proprietary Asset. (c) All patents, trademarks, service marks and copyrights held by any of the Acquired Corporations are valid, enforceable and subsisting and none of the Acquired 14. <PAGE> Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person. None of the products, systems, software, computer programs, source code, models, algorithm, formula, compounds, inventions, designs, technology, proprietary rights or other intellectual property rights or intangible assets that is or has been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use thereof. None of the Acquired Corporations has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of the Company, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. (d) The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable the Acquired Corporations to conduct their business in the manner in which such business has been and is being conducted. None of the Acquired Corporations has (i) licensed any Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting or purporting to limit the ability of any Acquired Corporation to exploit fully any Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person. (e) None of the Acquired Corporations has disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any Acquired Corporation Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of any Acquired Corporation Source Code or the release from any escrow of any other Acquired Corporation Proprietary Asset. Part 2.9(e)(i) of the Company Disclosure Schedule identifies each Contract pursuant to which the Company has deposited or is required to deposit with an escrowholder or any other Person any Acquired Corporation Source Code. Neither the execution of this Agreement nor the consummation of any of the transactions contemplated hereby could reasonably be expected to result in the release or disclosure of any Acquired Corporation Source Code or the release from any escrow of any other Acquired Corporation Proprietary Asset. (f) Each computer, computer program and other item of software (whether installed on a computer or on any other piece of equipment, including firmware) that is owned or used by any of the Acquired Corporations for their internal business operations is Year 2000 Compliant. Each computer program and other item of software that has been designed, developed, sold, licensed or otherwise made available to any Person by any of the Acquired Corporations is Year 2000 Compliant. Each of the Acquired Corporations has conducted sufficient Year 2000 compliance testing for each computer, computer program and item of software referred to in the preceding two sentences to be able to determine whether such computer, computer program and item of 15. <PAGE> software is Year 2000 Compliant. Each of the Acquired Corporations has obtained warranties or other written assurances from each of its suppliers or licensors of any material Acquired Corporation Proprietary Assets to the effect that the Acquired Corporation Proprietary Assets provided by such suppliers and licensors to the Acquired Corporations is Year 2000 Compliant. For purposes of this Section 2.9, a computer, computer program or other item of software shall be deemed to be "Year 2000 Compliant" only if (i) the functions, calculations and other computing processes of such computer, program or software perform in a consistent and correct manner without interruption regardless of the date on which such functions, calculations and processes are actually performed and regardless of the date input to the applicable computer system (whether before, on or after January 1, 2000); (ii) such computer, program or software accepts and responds to year input in a manner that resolves any ambiguities as to century in a defined, predetermined and appropriate manner; and (iii) such computer, program or software determines leap years in accordance with the following standard: (A) if dividing the year by 4 yields an integer, it is a leap year, except for years ending in 00, but (B) a year ending in 00 is a leap year if dividing it by 400 yields an integer. (g) Except with respect to demonstration or trial copies, no product, system, program or software module designed, developed, sold, licensed or otherwise made available by any of the Acquired Corporations to any Person contains any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus" or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data without the consent of the user. 2.10

Proprietary Assets. (ai) The Parent Section 4(p)(w) of the Disclosure Schedule Letter sets forth, with respect to each Proprietary Asset owned by the Parent Corporations NLASCO and its Subsidiaries and registered with any Governmental Body Authority or for which an application has been filed with any Governmental BodyAuthority, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Section 4(p)(x) of the Disclosure Schedule Letter identifies and provides a brief description of all other Proprietary Assets owned by NLASCO and its Subsidiaries that are material to the businesses of NLASCO and its Subsidiaries. Section 4(p)(y) of the Disclosure Letter identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 per year 10,000 annually with respect to to, each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations NLASCO and its Subsidiaries by any Person (except for any Proprietary Asset that the “Licensed Assets”) and is licensed material to the Parent Corporations under any third party software license generally available to the public)businesses of NLASCO and its Subsidiaries, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent CorporationNLASCO and its Subsidiaries. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty NLASCO or license payments do not exceed $75,000 per year. The Parent Corporations its Subsidiaries have good, valid and marketable title to all of the Parent Corporation NLASCO Proprietary Assets (except for licensed assets)other than Licensed Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course Liens. NLASCO or one or more of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent Corporations. The Parent Corporations its Subsidiaries have a valid right to use, license and otherwise exploit all Parent Corporation Proprietary AssetsLicensed Assets and any rights thereunder will not be affected by the agreements and transactions contemplated hereby. Except as set forth in the Parent Disclosure Schedule, none Neither NLASCO nor any of the Parent Corporations its Subsidiaries has developed jointly with any other Person any Parent Corporation NLASCO Proprietary Asset that is material to the business of the Parent Corporations NLASCO and its Subsidiaries with respect to which such other Person has any rights. Except as set forth in Section 4(p)(w) of the Parent Disclosure ScheduleLetter, there is no Parent Corporation Contract (with the exception of end user license agreements in the form previously delivered by NLASCO to Buyer) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation NLASCO Proprietary Asset.

Proprietary Assets. (a) The Parent Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental BodyBody and material to the business of the Acquired Corporations, (i) a brief description of such Proprietary Asset, Asset and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies lists any Contract containing any ongoing royalty or payment obligations in excess of $25,000 50,000 per year annum with respect to each Proprietary Asset that is licensed or otherwise made available to the Parent Acquired Corporations by any Person (except for any Proprietary Asset that is licensed to the Parent Acquired Corporations under any third party software license generally available to the publicpublic for a one time fee), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Acquired Corporations have good, good and valid and marketable title to all of the Parent Corporation Proprietary Assets (except for licensed assets)owned by the Acquired Corporations and material to their business, free and clear of all Encumbrances, Encumbrances except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract Encumbrances arising from the value of the assets subject thereto or materially impair the operations of any of the Parent CorporationsCompany’s credit agreements. The Parent Acquired Corporations have a valid right to useuse as a licensee all Proprietary Assets identified in Part 2.9(a)(ii) of the Company Disclosure Schedule, license subject to the Bankruptcy and otherwise exploit all Parent Corporation Proprietary AssetsEquity Exception. Except as set forth in Part 2.9(a)(iii) of the Parent Company Disclosure Schedule, none of the Parent Acquired Corporations has developed jointly with any other Person any Parent Corporation Proprietary Asset that is owned by the Acquired Corporations and material to the their business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth in Part 2.9(a)(iv) of the Parent Company Disclosure Schedule, there is no Parent Acquired Corporation Contract pursuant to which any Person (other than an Acquired Corporation) has any right (whether or not currently exercisable) to use, license or otherwise exploit any Proprietary Asset owned by the Acquired Corporations and material to their business. The Company has delivered to Parent Corporation a copy of all Contracts, including all amendments thereto, which relate to the material Proprietary AssetAssets owned or used by any Acquired Corporation.

Proprietary Assets. (aA) The Part 4.11 (a)(i) of the Parent Disclosure Schedule sets forth, with respect to each Parent Proprietary Asset owned by the Parent Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Other than unregistered trademarks, trade names and service marks (collectively, the "Parent Unregistered Trademarks"), Part 4.11 (a)(ii) of the Parent Disclosure Schedule identifies and provides a brief description ofof all other Parent Proprietary Assets owned by the Parent. Part 4.11 (a)(ii) of the Parent Disclosure Schedule also discloses all Parent Unregistered Trademarks that have been and are currently being used by the Parent in the ordinary course of business. Parent has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement or unlawful use of any Parent Unregistered Trademark. Part 4.11 (a)(iii) of the Parent Disclosure Schedule identifies and identifies any ongoing royalty or payment obligations in excess provides a brief description of $25,000 per year with respect to each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations by any Person (except for any Proprietary Asset that is licensed to the Parent Corporations under any third party software license generally available to the publicpublic at a cost of less than $5,000), and identifies the Contract license agreement under which such Proprietary Asset is being licensed or otherwise made available to such Parent CorporationParent. Excluding the payments required under Other than the Parent Corporation Contracts set forth Unregistered Trademarks identified in Part 4.1 l(a)(ii) of the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Corporations have has good, valid and marketable title to all of the Parent Corporation Proprietary Assets identified in Parts 4.11 (except for licensed assets)a)(i) and 4.1 1(a)(ii) of the Parent Disclosure Schedule owned by it, free and clear of all liens and other Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent Corporations. The Parent Corporations have has a valid right to use, license and otherwise exploit use all Proprietary Assets identified in Part 4.1 1(a)(iii) of the Parent Corporation Proprietary AssetsDisclosure Schedule not owned by it. Except as set forth in Part 4.1 1(a)(iv), Parent is not obligated to make any payment to any Person for the use of any Parent Proprietary Asset. Except as set forth in Part 4.11 (a)(v) of the Parent Disclosure Schedule, none of the Parent Corporations has not developed jointly with any other Person any Parent Corporation Proprietary Asset that is material to the business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth in the Parent Disclosure Schedule, there is no Parent Corporation Contract pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation Proprietary Asset.

Proprietary Assets. (a) The Parent Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Corporations Company and registered with any Governmental Body or for which an application has been filed with any Governmental BodyBody ("Registered Proprietary Assets"), (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of all other Proprietary Assets owned by the Company that are material to the business of the Company. Part 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 per year 50,000 with respect to to, each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations Company by any Person (except for any Proprietary Asset that "Licensed Assets") or is licensed material to the Parent Corporations under any third party software license generally available to business of the public)Company, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per yearCompany. The Parent Corporations have Company has good, valid and marketable title to and exclusive rights to use all of the Parent Corporation Company Proprietary Assets (except for licensed assets)other than Licensed Assets, free and clear of all Encumbrances, except for (ix) any lien for current taxes not yet due and payable, and (iiy) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent CorporationsCompany. The Parent Corporations have Company has a valid right to use, license and otherwise exploit all Parent Corporation Proprietary Licensed Assets and any rights thereunder will not be affected by the Company entering into this Agreement and the agreements and transactions contemplated hereby. No person who has licensed Licensed Assets to the Company has ownership rights or license rights to improvements made by the Company to such Licensed Assets. Except as set forth in Part 2.9(a)(iv) of the Parent Company Disclosure Schedule, none of the Parent Corporations Company has not developed jointly with any other Person any Parent Corporation Company Proprietary Asset that is material to the business of the Parent Corporations Company with respect to which such other Person has any rights. Except as set forth in Part 2.9(a)(v) of the Parent Company Disclosure Schedule, there is no Parent Corporation Company Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to useuse (for any purpose other than discussion and evaluation pursuant to customary forms of nondisclosure agreements), license or otherwise exploit any Parent Corporation Company Proprietary Asset.

Proprietary Assets. (a) The Parent Part 2.12 of the Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Corporations and Companies registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 2.12 of the Disclosure Schedule identifies and provides a brief description of, of all other Proprietary Assets owned by the Companies (the "Owned Proprietary Assets"). Part 2.12 of the Disclosure Schedule identifies and identifies any ongoing royalty or payment obligations in excess provides a brief description of $25,000 per year with respect to each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations Companies by any Person (except for any Proprietary Asset that is licensed to the Parent Corporations Companies under any third party software license generally available to the publicpublic at a cost of less than $1,000 per copy) (the "Licensed Proprietary Assets"), and identifies the Contract license agreement under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporationthe Companies (the Owned Proprietary Assets and the Licensed Proprietary Assets are hereinafter collectively referred to as the "Company Proprietary Assets"). Excluding the payments required under the Parent Corporation Contracts Except as set forth in Part 2.12 of the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Corporations Companies have good, valid and marketable title to all of the Parent Corporation Owned Proprietary Assets (except for licensed assets), free and clear of all liens and other Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent Corporations. The Parent Corporations have a valid right (contractual or otherwise) to use, license and license, lease, sell or otherwise exploit distribute to others all Parent Corporation Company Proprietary AssetsAssets identified in Part 2.12 of the Disclosure Schedule. Except as set forth in Part 2.12 of the Parent Disclosure Schedule, none the Companies are not obligated to make any payment to any Person for the use of any Company Proprietary Asset. Except as set forth in Part 2.12 of the Parent Corporations has Disclosure Schedule, the Companies have not developed jointly with any other Person any Parent Corporation Company Proprietary Asset that is material to the business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth in the Parent Disclosure Schedule, there is no Parent Corporation Contract pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation Proprietary Asset.

Proprietary Assets. (aPart 2.12(a)(i) The Parent of the Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Corporations Seller and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 2.12(a)(ii) of the Disclosure Schedule identifies and provides a brief description of, and identifies any of each Proprietary Asset owned by the Seller that is material to the Dialog Server Product Business as conducted by the Seller immediately prior to Closing. There are no ongoing royalty or payment obligations in excess of that Seller knows could exceed $25,000 per year 10,000 with respect to to, each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations Seller by any Person and is material to Dialog Server Product Business as conducted by the Seller immediately prior to Closing (except for any Proprietary Asset that is licensed to the Parent Corporations Seller under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Corporations have good, Seller has good and valid and marketable title to all of the Parent Corporation Seller Proprietary Assets (except for licensed assets)identified or required to be identified in Parts 2.12(a)(i) and 2.12(a)(ii) of the Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (iipayable or other encumbrance identified herein. Except as set forth in Part 2.12(a)(ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair Disclosure Schedule, the operations of any of the Parent Corporations. The Parent Corporations have Seller has a valid right to use, license and otherwise exploit all Parent Corporation Proprietary Assets. Except as set forth Assets identified in Part 2.12(a)(i) and (ii) of the Parent Disclosure Schedule, none of subject in all cases to any use, license or other restriction contained in any license or other arrangement in which the Parent Corporations Proprietary Asset is made available to Seller. The Seller has not developed jointly with any other Person any Parent Corporation Seller Proprietary Asset that is material to the business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth in the Parent Disclosure Schedule, there There is no Parent Corporation Seller Contract (with the exception of end user license agreements) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation Seller Proprietary Asset. Except as set forth in Part 2.12(b) of the Disclosure Schedule, Seller has taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all Seller Proprietary Assets (except Seller Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, (i) each current or former employee of the Seller who is or was involved in, or who has contributed to, the creation or development of any material Seller Proprietary Asset has executed and delivered to the Seller an agreement that is substantially in the form of Confidential Information and Invention Assignment Agreement previously delivered by the Seller to the Purchaser, and (ii) each current and former consultant and independent contractor to the Seller who is or was involved in, or who has contributed to, the creation or development of any material Seller Proprietary Asset has executed and delivered to the Seller an agreement that is substantially in the form of Consultant Confidential Information and Invention Assignment Agreement previously delivered to the Purchaser. No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Seller Proprietary Asset. Except as disclosed in Part 2.12(c) of the Disclosure Schedule, none of the Seller Proprietary Assets infringes, misappropriates, conflicts with or makes any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person. The Seller has never received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person. To the knowledge of the Seller, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Seller Proprietary Asset. Except as disclosed in Part 2.5(d) of the Disclosure Schedule, the Seller Proprietary Assets constitute all of the intellectual property necessary to enable the Purchaser to conduct the Dialog Server Product Business in the manner that such business has been conducted by Seller immediately prior to Closing. The Seller has not (i) licensed any of the material Seller Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting or purporting to limit the ability of the Seller to exploit fully any material Seller Proprietary Assets or to transact business in any market or geographical area or with any Person. The Seller has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any Seller Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of any Seller Source Code or the release from any escrow of any other Seller Proprietary Asset. There are no Contracts pursuant to which the Seller has deposited or is required to deposit with an escrowholder or any other Person of any Seller Source Code, and the execution of this Agreement and the consummation of any of the transactions contemplated hereby could not reasonably be expected to result in the release or disclosure of any Seller Source Code or the release from any escrow of any other Seller Proprietary Asset. Except with respect to demonstration or trial copies, to the knowledge of the Seller, no product, system, program or software module designed, developed, sold, licensed or otherwise made available by the Seller to any Person in the conduct of the Dialog Server Product Business contained, at the time of delivery, any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus" or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data without the consent of the user.

Proprietary Assets. (a) The Parent Part 2.11(a)(i) of the Seller Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Corporations Seller and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Part 2.11(a)(ii) of the Seller Disclosure Schedule identifies and provides a brief description of each material Proprietary Asset owned by the Seller that is not otherwise listed in Part 2.11(a)(i) of the Seller Disclosure Schedule. Part 2.11(a)(iii) of the Seller Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 per year 10,000 with respect to to, each Proprietary Asset included in the Assets that is licensed or otherwise made available to the Parent Corporations Seller by any Person (except for any Proprietary Asset that is licensed to the Parent Corporations Seller under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per yearSeller. The Parent Corporations have good, Seller has good and valid and marketable title to all of the Parent Corporation Seller Proprietary Assets (except for licensed assets)included in the Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent CorporationsPermitted Liens. The Parent Corporations have Seller has a valid right to useuse (and in the case of patents, license the right to exclude the use by third parties and the right to sublicense), modify, manufacture, offer to sell, sell, import and otherwise exploit all Parent Corporation Proprietary Assets identified in Part 2.11(a)(iii) of the Seller Disclosure Schedule on an exclusive basis (except for any Proprietary Asset that is licensed to the Seller under any third party software license generally available to the public). The Seller is not obligated to make any payment to any Person for the manufacture, use, sale, import or other exploitation of any Seller Proprietary Asset included in the Assets. Except as set forth in the Parent Disclosure Schedule, none of the Parent Corporations The Seller has not developed jointly with any other Person any Parent Corporation Seller Proprietary Asset that is material to included in the business of the Parent Corporations Assets and with respect to which such other Person has any rights. Except as set forth in the Parent Disclosure Schedule, there There is no Parent Corporation Assigned Contract pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation Seller Proprietary AssetAsset included in the Assets. No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Seller Proprietary Asset included in the Assets.

Proprietary Assets. (a) The Part 3.9(a) of Parent Disclosure Schedule sets forth, with respect to each Proprietary Asset owned or licensed by the Parent Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary AssetAssets, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Part 3.9(a) of Parent Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 50,000 per year with respect to to, each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations by any Person (except for any Proprietary Asset that is licensed to the Parent Corporations under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent CorporationParent. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 100,000 per year. The Parent Corporations have has good, valid and marketable title to all of the Parent Corporation Proprietary Assets (except for licensed assets), free and clear of all Encumbrances, except for (i) as set forth in Part 3.9(a) of the Parent Disclosure Schedule, (ii) for any lien for current taxes not yet due and payable, and (iiiii) for minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent. To Parent's knowledge, Parent Corporations. The Parent Corporations have has a valid right to use, license and otherwise exploit all Parent Corporation Proprietary Assets. Except as set forth in the Part 3.9(a) of Parent Disclosure Schedule, none of the Parent Corporations has not developed jointly or does not jointly own or have joint rights with any other Person any Parent Corporation Proprietary Asset that is material to the business of the Parent Corporations with respect to which such other Person has any rightsParent. Except as set forth in Part 3.9(a) of the Parent Disclosure Schedule, there is no Parent Corporation Contract pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Corporation Proprietary Asset.