Software and Information Systems. The Company has the right to use all electronic data processing systems, information systems, hardware, computer software programs, indexes, program specifications, charts, procedures, source codes, input data, routines, data bases and report layouts and formats, record file layouts, diagrams, functional specifications and narrative descriptions, flow charts and other related material (if any) used in and reasonably necessary for the conduct of its business (collectively the "Software"). Schedule 415 attached hereto contains an accurate, correct and complete summary description of all Software (other than non-proprietary commercially available Software).
Software and Information Systems. Except as set forth in SCHEDULE 4.31 (the "CUSTOMIZED SOFTWARE"), all computer software programs used in the Business are standard, off-the-shelf programs. The Company or a Subsidiary owns or holds, royalty free, non-exclusive licenses to use the Customized Software in connection with the Business. Except as set forth in SCHEDULE 4.31, the Customized Software is not subject to any transfer, assignment, source code escrow agreement, reversion, site, equipment, or other operational limitations. Copies of all licenses and other agreements with respect to Customized Software have been made available to Purchaser.
Software and Information Systems. (a) The Software and other information technology hardware used by the Acquired Companies to operate the businesses of the Acquired Companies as they are currently conducted and as they are currently proposed to be conducted by the Company (i) are in satisfactory working order, are substantially free from reproducible programming errors other than customary bugs and are believed by the Acquired Companies in good faith to be scalable to meet current and reasonably anticipated capacity; (ii) except as set forth on Section 3.25(a) of the Disclosure Schedule, have reasonably appropriate security, backups, disaster recovery arrangements, and hardware and software support and maintenance intended to minimize the risk of material error, breakdown, failure, or security breach occurring; (iii) are configured and maintained using practices intended to minimize the effects of viruses and malware; and (iv) have not suffered any material error, breakdown, failure, or security breach in the last twelve (12) months that has caused material disruption or material damage to the operation of the business of any Acquired Company or that was reportable to any Governmental Body. The Acquired Companies use commercially available anti-virus Software to screen their products and service offerings for computer viruses, worms, Trojan horse routines and similar code and the products and service offerings of each of the Acquired Companies do not contain any undisclosed malicious code or protective feature designed to prevent its use, including, without limitation, any computer virus, worm, software lock, drop dead device, Trojan horse routine, trap door, bomb or any other code or instruction that may be used in an unauthorized way to access, modify, delete, damage or disable it, excluding license keys and other self-help mechanisms (such as password controls and time-out devices).
Software and Information Systems. 15 10.17 Contracts and Leases ............................................16 10.18
Software and Information Systems. (a) The software described on Schedule 10.16 includes all information systems, programs and software, other than non-exclusive commercial software, used in or related to TXEN's business or necessary for the operation of such business. Schedule 10.16 lists all such software and identifies (a) software which is owned by TXEN, (b) software which is licensed to TXEN, and (c) any other software in which TXEN has any use, possessory, or proprietary rights and which is used in or related to its business. Except as set forth on Schedule 10.16, TXEN has the sole and exclusive right, title, and interest in and to all software listed on Schedule 10.16. Except as set forth on Schedule 10.16, TXEN has good and marketable title to the software listed, free and clear of all security interests, liens, pledges, encumbrances and restrictions. Except as set forth on Schedule 10.16, all of the software which is owned by TXEN, including all related source codes and documentation, is owned solely by TXEN and has not been disclosed to any unaffiliated entity or person. The proprietary software owned by TXEN includes, without limitation, TXEN FirstStepp. The proprietary software owned by TXEN is (i) owned exclusively by TXEN, (ii) not subject to any liens, claims, security interests or encumbrances, (iii) not subject to any outstanding licenses or agreements, except for the non-exclusive licensing of such proprietary software by TXEN to customers in the ordinary course of business in the manner disclosed to Subsidiary, (iv) merchantable and fit for the purposes for which such software is intended for use, (v) conforming in all material respects with the specifications and documentation for such software and (vi) without material defects or material programming errors.
Software and Information Systems. Schedule 5.26 identifies or -------------------------------- describes all material computer software, programs and information systems ("Software") used by the Company or any Subsidiary, all of which is licensed from third parties. Schedule 5.26 describes the procedures and actions to be taken by DBI with respect to the continued effective use of its software and information systems after December 31, 1999. Neither DBI nor its Subsidiaries is in violation of any third party software license.
Software and Information Systems. Schedule 5.15 sets forth an accurate and complete list of all computer software programs and other information systems, in any media, including, without limitation, all program specifications, charts, procedures, input data, databases, compilations, routines, tool sets, compilers, higher level or "proprietary" languages, report layouts and formats, record file layouts, diagrams, functional specifications and narrative descriptions, flow charts and related documentation and materials, whether in source code, object code or human readable form, and all other related material used by Seller (the "Software") and identifies (i) Software that is owned by Seller, and (ii) Software that is licensed to Seller, the licensor of the licensed Software, and, if different, the owner thereof, any other Software in which Seller has any right of use, possessory or proprietary rights, and the manner in which Seller acquired rights and the owner of the Software. With respect to the Software:
Software and Information Systems. For purposes of this Section, the term "Software" means all computer software programs, program specifications, charts, procedures, source codes (including annotations), object codes, input data, diagnostic and other routines, data bases and report layouts and formats, record file layouts, diagrams, functional specifications and narrative descriptions and flow charts owned or used by QCC or employed in the Business. For purposes of this Section, the term "computer software programs" includes any set of arithmetic and/or logical instructions meant to run on, or to control the operation of, any computer (i) whether those instructions are a complete program, a collection of programs making up a subsystem or system, or are merely subroutines or meant to operate in conjunction with other software, and (ii) whether such instructions must be run through another computer program before being useable on a computer, whether such instructions can be used at execution time only in conjunction with another computer program (i.e., an "interpreter") or whether such instructions are in a form that can be run on a computer "as is," except for any necessary interfaces with the computer's microcode, operating system or reference-resolving routines.
Software and Information Systems. Schedule 3 sets forth an accurate and complete list and summary description of all the Software used in and related to the Business. The Software identified on Schedule 3 is all the software necessary for the operation of the Business as it is presently conducted and as presently proposed to be conducted. section 3(l) of the Disclosure Schedule identifies or describes (y) Software which is owned by the Seller and (z) Software which is licensed to the Seller by third parties. Except as provided at section3(l) of the Disclosure Schedule, with respect to the Software that is owned by the Seller:
Software and Information Systems. Schedule 4.12 sets forth an accurate and complete list and summary description of all the Software. Schedule 4.12 identifies or describes (i) Software which is owned by the Selling Entities; and (ii) Software which is licensed to the Selling Entities by third parties. Except as provided on Schedule 4.12, with respect to the Software that is reflected as being owned by one or more of the Selling Entities:
