Common use of Sale of Products; Performance of Services Clause in Contracts

Sale of Products; Performance of Services. (a) Except as set forth in Part 2.11(a) of the Company Disclosure Schedule, since January 1, 2004, each product, system, program, item of Intellectual Property or other asset designed, developed to the point of a marketing requirements document, prototype, or alpha version, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Acquired Corporations to any Person: (i) conformed and complied in all material respects with the terms and requirements of any applicable express warranty or other Contract and with all applicable Legal Requirements; and (ii) was free of any bug, virus, design defect or other defect or deficiency at the time it was sold or otherwise made available, other than any immaterial bug or similar defect that has not had and would not have an adverse effect, in any material respect, on such product, system, program, Company IP or other asset (or the operation or performance thereof). Part 2.11(a) of the Company Disclosure Schedule contains an accurate and complete copy of the most recent “bug list” with respect to each product, system, program or software module of each of the Acquired Corporations as of June 18, 2007. (b) All development services, support services, training services, upgrade services and other services that have been performed by the Acquired Corporations were performed properly and in full conformity with the terms and requirements of all applicable warranties and other Contracts and with all applicable Legal Requirements. (c) Excluding complaints in the ordinary course of business from individual customers regarding service quality, and except for complaints from individual customers accounting for less than one thousand dollars ($1,000) of revenue per year regarding nonmaterial product or service issues, and except as set forth in Part 2.11(c) of the Company Disclosure Schedule, since January 1, 2005, no customer or other Person has asserted or threatened to assert any claim against any of the Acquired Corporations (i) under or based upon any warranty provided by or on behalf of any of the Acquired Corporations, or (ii) under or based upon any other warranty relating to any product, system, program, Intellectual Property or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Acquired Corporations or any services performed by any of the Acquired Corporations.

Sale of Products; Performance of Services. (a) Except as set forth in Part 2.11(a) of the Company Disclosure Schedule, since January 1, 2004, each Each product, system, program, item of Intellectual Property Proprietary Asset or other asset designed, developed to the point of a marketing requirements document, prototype, or alpha versiondeveloped, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Acquired Corporations Companies to any Person: : (i) substantially conformed and complied in all material respects with the terms and requirements of any applicable express warranty or other Contract and with all applicable Legal Requirements; and and (ii) was free of any bug, virus, design defect or other defect or deficiency at the time it was sold or otherwise made available, other than any immaterial bug bug, virus, design defect or similar other defect that has not had and (A) would not have an adverse effect, adversely affect in any material respect, on respect such product, system, program, Company IP Proprietary Asset or other asset (or the operation or performance thereof). Part 2.11(a, or (B) could be fixed in the ordinary course of business through the Company Disclosure Schedule contains an accurate and complete copy performance of the most recent “bug list” with respect to each product, system, program or software module of each of the Acquired Corporations as of June 18, 2007ordinary maintenance activities. (b) All development installation services, programming services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Acquired Corporations Companies were performed properly in all material respects and in full conformity in all material respects with the terms and requirements of all applicable warranties and other Contracts and with all applicable Legal Requirements. (c) Excluding complaints in the ordinary course of business from individual customers regarding service qualitySince March 31, and except for complaints from individual customers accounting for less than one thousand dollars ($1,000) of revenue per year regarding nonmaterial product or service issues, and except as set forth in Part 2.11(c) of the Company Disclosure Schedule, since January 1, 20052000, no customer or other Person has asserted or threatened to assert any claim against any of the Acquired Corporations (i) Companies under or based upon any warranty provided by or on behalf of any of the Acquired CorporationsCompanies, or (ii) under or based upon any other warranty relating to any product, system, program, Intellectual Property or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Acquired Corporations or any services performed by any of the Acquired CorporationsCompanies, other than routine and ordinary claims in the ordinary course of business consistent with past practice.

Sale of Products; Performance of Services. (a) Except as set forth in Part 2.11(a2.17(a) of the Company Disclosure Schedule, since January 1, 2004, each product, system, program, item of Intellectual Property Proprietary Asset or other asset designed, developed to the point of a marketing requirements document, prototype, or alpha versiondeveloped, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Acquired Corporations Company to any Person: : (i) conformed and complied in all material respects with the terms and requirements of any applicable express warranty or other Contract warranty; and with all applicable Legal Requirements; and (ii) was free of any bug, virus, design defect or other defect or deficiency at the time it was sold or otherwise made available, other than any immaterial bug or similar defect that has not had and would not have an adverse effect, in any material respect, on such product, system, program, Company IP Proprietary Asset or other asset (or the operation or performance thereof). Part 2.11(a2.17(a) of the Company Disclosure Schedule contains an accurate and complete copy of the most recent “"bug list” " with respect to each product, system, program or software module of each of the Acquired Corporations as of June 18, 2007Company. (b) All installation services, design services, development services, programming services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Acquired Corporations Company were performed properly and in full conformity with the terms and requirements of all applicable warranties and other Contracts and with all applicable Legal Requirements. (c) Excluding complaints in the ordinary course of business from individual customers regarding service quality, and except for complaints from individual customers accounting for less than one thousand dollars ($1,000) of revenue per year regarding nonmaterial product or service issues, and except Except as set forth in Part 2.11(c2.17(d) of the Company Disclosure Schedule, since January 1, 2005, no customer or other Person has ever asserted or threatened to assert any claim against any of the Acquired Corporations Company (i) under or based upon any warranty provided by or on behalf of any of the Acquired CorporationsCompany, or (ii) under or based upon any other warranty relating to any product, system, program, Intellectual Property system or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed program designed or otherwise made available developed by any of the Acquired Corporations Company or any services performed by any the Company. To the Knowledge of the Acquired CorporationsCompany and the Principal Shareholders, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) directly or indirectly give rise to or serve as a basis for the assertion of any such claim.

Sale of Products; Performance of Services. (a) Except as set forth in Part 2.11(a) of the Disclosure Schedule accurately identifies and describes each Company Disclosure ScheduleSoftware product that is being developed, since January 1marketed, 2004, each product, system, program, item of Intellectual Property or other asset designed, developed to the point of a marketing requirements document, prototype, or alpha version, manufactured, assembled, sold, installed, repaireddistributed, licensed or otherwise made available sold by any Acquired Corporation as of the Acquired Corporations to any Person: (i) conformed and complied in all material respects with the terms and requirements date of any applicable express warranty or other Contract and with all applicable Legal Requirements; and (ii) was free of any bug, virus, design defect or other defect or deficiency at the time it was sold or otherwise made available, other than any immaterial bug or similar defect that has not had and would not have an adverse effect, in any material respect, on such product, system, program, Company IP or other asset (or the operation or performance thereof). Part 2.11(a) of the Company Disclosure Schedule contains an accurate and complete copy of the most recent “bug list” with respect to each product, system, program or software module of each of the Acquired Corporations as of June 18, 2007this Agreement. (b) All development installation services, programming services, integration services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Acquired Corporations were performed properly and in full conformity in all material respects with the terms and requirements of all applicable warranties and other Contracts and with all applicable Legal Requirements. (c) Excluding complaints in the ordinary course of business from individual customers regarding service quality, and except for complaints from individual customers accounting for less than one thousand dollars ($1,000) of revenue per year regarding nonmaterial product or service issues, and except Except as set forth in Part 2.11(c) of the Company Disclosure Schedule, since January 1April 30, 20052008, no customer or other Person has asserted or or, to the knowledge of the Company, threatened to assert any claim against any of the Acquired Corporations (other than immaterial warranties claims): (i) under or based upon any warranty provided by or on behalf of any of the Acquired Corporations, Corporations under any Contract; or (ii) under or based upon any other warranty relating to any product, system, program, Intellectual Property or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by any of the Acquired Corporations or any services performed by any of the Acquired CorporationsCorporations under any Contract. (d) Except as set forth in Part 2.11(d) of the Disclosure Schedule, since April 30, 2008, no end-user customer, distributor, reseller, or sales representative has terminated or, to the knowledge of the Company, threatened or expressed an intention or desire to terminate or not to renew, its relationship or any Material Contract with any of the Acquired Corporations due to an expressed dissatisfaction with the performance, operation or functionality of the Company Software (other than reporting “bugs” in the ordinary course of business).