Proprietary Rights; Year 2000 Compliance. (a) Except as disclosed in Section 3.17(a) of the Disclosure Schedule, each Company owns or possesses the right to use all material trademarks, service marks, patents, patent rights, assumed names, logos, trade secrets, copyrights and trade names ("Intellectual Property") and all material computer software, programs and similar systems that are used by it in the conduct of its business and PCFS owns or possesses the right to use all Intellectual Property and all material computer software, programs and systems that are used by PCFS in the conduct of its business, and all such assets and rights are included in the PCFS Assets. All such Intellectual Property and material computer software, programs and similar systems are in full force and effect in accordance with their terms. None of the Companies or PCFS has received any notice of any conflict with or violation or infringement of or any claimed conflict with or violation or infringement of, any asserted rights of any other Person with respect to any such Intellectual Property or computer software, programs, or similar systems. None of the Companies or PCFS is in conflict with or in violation or infringement of any asserted rights of any other Person with respect to any such Intellectual Property or computer software, programs, or similar systems, except to the extent that any such conflict, violation or infringement does not have, or could not be reasonably expected to have, a Material Adverse Effect. (b) Except as disclosed in Section 3.17(b) of the Disclosure Schedule, all material computer hardware and software (including all computer hardware and software in embedded systems) used by the Companies and PCFS (whether such hardware and software is owned by the Companies or PCFS or licensed from third parties) (collectively, the "Technology Systems") is designed or is being modified to be used prior to, during and after the calendar year 2000 and the Companies have taken measures they believe to be sufficient to prepare such hardware and software to continue to operate during each such time period to accurately process date data (including, but not limited to calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, including leap year calculations.
Appears in 2 contracts
Samples: Purchase Agreement (Penncorp Financial Group Inc /De/), Purchase Agreement (Universal American Financial Corp)
Proprietary Rights; Year 2000 Compliance. (a) Except as disclosed in Section 3.17(a) of the Disclosure Schedule, each Company owns or possesses the right to use all material trademarks, service marks, patents, patent rights, assumed names, logos, trade secrets, copyrights and trade names ("Intellectual Property") and all material computer software, programs and similar systems that are used by it in the conduct of its business and PCFS owns or possesses the right to use all Intellectual Property and all material computer software, programs and systems that are used by PCFS in the conduct of its business, and all such assets and rights are included in the PCFS Assets. All such Intellectual Property and material computer software, programs and similar systems are in full force and effect in accordance with their terms. None of the Companies or PCFS has received any notice of any conflict with or violation or infringement of or any claimed conflict with or violation or infringement of, any asserted rights of any other Person with respect to any such Intellectual Property or computer software, programs, or similar systems. None of the Companies or PCFS is in conflict with or in violation or infringement of any asserted rights of any other Person with respect to any such Intellectual Property or computer software, programs, or similar systems, except to the extent that any such conflict, violation or infringement does not have, or could not be reasonably expected to have, a Material Adverse Effect.
(b) Except as disclosed in Section 3.17(b) of the Disclosure Schedule, all material computer hardware and software (including all computer hardware and software in embedded systems) used by the Companies and PCFS (whether such hardware and software is owned by the Companies or PCFS or licensed from third parties) (collectively, the "Technology Systems") is designed or is being modified to be used prior to, during and after the calendar year 2000 and the Companies have taken measures they believe to be sufficient to prepare such hardware and software to continue to operate during each such time period to accurately process date data (including, but not limited to calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, including leap year calculations.,
Appears in 1 contract
Samples: Purchase Agreement (Penncorp Financial Group Inc /De/)
Proprietary Rights; Year 2000 Compliance. (a) Except as disclosed in Section 3.17(a) of the Disclosure Schedule, each Company and each Company Subsidiary owns or possesses the right to use all material trademarks, service marks, patents, patent rights, assumed names, logos, trade secrets, copyrights and trade names ("Intellectual PropertyINTELLECTUAL PROPERTY") and all material computer software, programs and similar systems that are used by it in the conduct of its business and PCFS owns business. Each agreement pursuant to which either Company or possesses the right to use all any Company Subsidiary licenses such Intellectual Property and all or material computer software, programs and systems that are used by PCFS in the conduct of its business, and all such assets and rights are included in the PCFS Assets. All such Intellectual Property and material computer software, programs and or similar systems are is in full force and effect in accordance with their its terms. None Neither of the Companies or PCFS nor any Company Subsidiary has received any notice of any conflict with or violation or infringement of or any claimed conflict with or violation or infringement ofof (which, in any such case, remains substantially unresolved), any asserted rights of any other Person with respect to any such Intellectual Property or computer software, programs, or similar systems. None Neither of the Companies or PCFS nor any Company Subsidiary is in conflict with or in violation or infringement of any asserted rights of any other Person with respect to any such Intellectual Property or computer software, programs, or similar systems, except to the extent that any such conflict, violation or infringement does not have, or could would not be reasonably expected to have, a Material Adverse Effect.
(b) Except as disclosed in Section 3.17(b) of the Disclosure Schedule, all material computer hardware and software (including all computer hardware and software in embedded systems) used by the Companies and PCFS or any Company Subsidiary (whether such hardware and software is owned by the Companies or PCFS or licensed from third parties) (collectively, the "Technology SystemsTECHNOLOGY SYSTEMS") is designed or is being modified to be used prior to, during and after the calendar year 2000 and the Companies and the Company Subsidiaries have taken measures they believe to be sufficient to prepare such hardware and software to continue to operate during each such time period to accurately process date data (including, but not limited to calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, including leap year calculations.
Appears in 1 contract
Samples: Stock Purchase Agreement (Penncorp Financial Group Inc /De/)