Software and Intangibles. Schedule 4.11 is an accurate and ------------------------ complete list and description of all Software and Intangibles owned, marketed, licensed, used or under development by Seller and exclusively used in or for the Division's business, and, in the case of Software, a product description, the language in which it is written and the type of hardware platform(s) on which it runs. No other Software is required to operate the Division's business as it is presently conducted. Except as explained on Schedule 4.11, Seller has valid title to, and has the full right to use and transfer to Buyer, all of the Software and Intangibles listed on Schedule 4.11, free and clear of any Encumbrance. To the knowledge of Seller, none of the Software or Intangibles listed on Schedule 4.11, or their respective past or current uses, has violated or infringed upon, or is violating or infringing upon, any Software, patent, copyright, trade secret or other Intangible of any Person. To the knowledge of Seller, no Person is violating or infringing upon, or has violated or infringed upon at any time, any of the Software or Intangibles listed on Schedule 4.11. None of the Software or Intangibles listed on Schedule 4.11 is owned by or registered in the name of any current or former shareholder, partner, director, executive, officer, employee, salesman, agent, customer, representative or contractor of Seller nor does any such Person have any interest therein or right thereto, including but not limited to the right to royalty payments.
Software and Intangibles. 3.13.1 Set forth on Schedule 3.13 is an accurate and complete list and description of all Company Intangibles (other than commercially available, off the shelf, software programs). No other Software or Intangible is used to operate the Business of the Company.
Software and Intangibles. Schedule 4.12 is an accurate and complete list and description of all Software (as defined in Section 1.23), other than the Maximis Software, and Intangibles (as defined in Section 1.14), other than Intangibles related to Maximis, owned (designated as to ownership between Premier and Premier's Subsidiary), marketed, licensed, used or under development by Seller, and, in the case of Software, a product description, the language in which it is written and the type of hardware platform(s) on which it runs. Except as set forth on Schedule 4.12, no other Software is required to operate Seller's Business. Except as explained on Schedule 4.12, Seller has good and marketable title to, and has the full right to use and transfer to Buyer, all of the Software and Intangibles, other than those related to Maximis, listed on Schedule 4.12, free and clear of any Encumbrance (as defined in Section 1.8), other than the Permitted Encumbrances. Except as set forth on Schedule 4.12, no rights of any third party are necessary to market, license, sell, modify, update, and/or create derivative works for the Software listed on Schedule 4.12. With respect to the Software listed on Schedule 4.12, (a) Seller maintains machine-readable master-reproducible copies, source code listings, technical documentation and user manuals for the most current releases or versions thereof and for all earlier releases or versions thereof currently being supported by Seller; (b) in each case, the machine-readable copy substantially conforms to the corresponding source code listing; (c) such Software is written in the language set forth on Schedule 4.12, for use on the hardware set forth on Schedule 4.12 with the operating systems described on Schedule 4.12; (d) such Software can be maintained and modified by reasonably competent programmers familiar with such language, hardware and operating systems; (e) in each case, the Software operates substantially in accordance with the user manual therefor without material operating defects; and (f) except for the NIDS and Global Plus Software, in each case, each component of such Software that creates, accepts, displays, stores, retrieves, accesses, recognizes, distinguishes, compares, sorts, manipulates, processes, calculates or otherwise uses dates or date-related data will do so accurately, without material operating defects, using dates in the twentieth and twenty-first centuries, and will not be adversely affected by the advent of the year 2000, the adve...
Software and Intangibles. Schedule 4.9.4 Key Software Development Employees Schedule 4.9.6 Interest in Software or Intangibles Schedule 4.9.7 Standard Form Contracts Schedule 4.11 Documents of and Information with Respect to Seller Schedule 4.11.2 Insurance Matters Schedule 4.11.3 Customer List Schedule 4.12 Litigation Schedule 4.16 Employment and Labor Matters Schedule 4.17.1 Benefit Plans -38- 40 Schedule 4.19 Consents and Approvals Schedule 4.20 Related Party Transactions Schedule 4.22 Customer Prepayments Schedule 9.8 Persons Signing Covenants Agreements
Software and Intangibles. 10- 3.14. Contracts................................................. -10- 3.15. Employees and Independent Contractors..................... -11- 3.16.
Software and Intangibles. Schedule 3.13 is an accurate and complete list and description of all Software (as defined in Section 1.21) and Intangibles (as defined in Section 1.12) owned, marketed, licensed, used or under development by MACESS, and, in the case of Software, a product description, the language in which it is written and the type of hardware platform(s) on which it runs. Except for general business third party Software which is readily, commercially available and is not embedded in or necessary to run any of the Software products of MACESS, no other Software is required to operate MACESS' Business. Except as explained on Schedule 3.13, MACESS has good and marketable title to, and has the full right to use, all of the Software and Intangibles listed on Schedule 3.13, free and clear of any Encumbrance (as defined in Section 1.8). No rights of any third party are necessary to market, license, sell, modify, update, and/or create derivative works for the Software listed on Schedule 3.13. With respect to the Software listed on Schedule 3.13, (a) MACESS maintains machine-readable master-reproducible copies, reasonably complete technical documentation and/or user manuals for the most current releases or versions thereof and for all earlier releases or versions thereof currently being supported by MACESS; (b) in each case, the machine-readable copy substantially conforms to the corresponding source code listing; (c) such Software is written in the language set forth on Schedule 3.13, for use on the hardware set forth on Schedule 3.13 with standard operating systems; (d) such Software can be maintained and modified by reasonably competent MACESS programmers familiar with such language, hardware and operating systems; and (e) in each case, the Software operates in accordance with the user manual therefor without material operating defects. None of the Software or Intangibles listed on Schedule 3.13, or their respective past or current uses, has violated or infringed upon, or is violating or infringing upon, any Software, patent, copyright, trade secret or other Intangible of any Person. MACESS has adequately maintained all trade secrets and copyrights with respect to the Software. To the best knowledge of MACESS and each of the Principals, no Person is violating or infringing upon, or has violated or infringed upon at any time, any of the Software or Intangibles listed on Schedule 3.13. None of the Software or Intangibles listed on Schedule 3.13 is owned by or registered in the n...
Software and Intangibles. 3.14 Contracts. 3.15A Employees. 3.15B Sales Representatives and Independent Contractors. 3.16 Employee Benefit Plans. 3.17
Software and Intangibles. Except for Software which is readily available ------------------------ commercially, the Disclosure Letter sets forth a detailed list and description of all Software and Intangibles owned or used by AEMI. Except as set forth in the Disclosure Letter, AEMI has (i) good and marketable title to all of its owned Software and Intangibles, free and clear of any Encumbrances, and (ii) the right to use all non-owned Software and Intangibles used by it. The Software and Intangibles owned or used by AEMI are adequate for the Business conducted by it or proposed to be conducted by it. None of the Software or Intangibles owned or used by AEMI, or their respective past or current uses, has violated or infringed upon or is violating or infringing upon any Software or Intangible of any Person, and to the knowledge of AEMI and Sellers, no Person is violating or infringing upon any Software or Intangibles owned by AEMI. None of AEMI's owned Software or Intangibles is owned by or registered in the name of any current or former shareholder, director, officer, employee, salesman, agent, representative or contractor of AEMI, nor does any such Person have any interest therein or right thereto.
Software and Intangibles. Schedule 4.01(n) is a complete list and description of all Software and Intangibles owned, marketed, licensed, used or under development by the Selling Companies and used in or for the RMS Division Business, and, in the case of Software, a product description, the language in which it is written, the type of hardware platform(s) on which it runs, and any royalties or license fees required to be paid to a third party for use of such Software. Except as set forth on Schedule 4.01(n), Seller has good title to, and has the full right to use and transfer to Buyer, all of the Software and Intangibles listed on Schedule 4.01(n), free and clear of any Encumbrance. No rights of any third party are necessary to market, license, sell, modify, or update the Software, and/or to create derivative works for the Software listed on Schedule 4.01(n). To Seller's Knowledge, none of the Software or Intangibles listed on Schedule 4.01(n), or their respective past or current uses, has violated or infringed upon, or is violating, infringing upon, any Software, patent, copyright, trade secret or other Intangible of any Person. To Seller's Knowledge, except as otherwise listed on Schedule 4.01(n), no Person is violating or infringing upon, or has violated or infringed upon at any time, or has access to any source code to, any of the Software or Intangibles listed on Schedule 4.01(n). To Seller's Knowledge, Schedule 4.01(n) sets forth the procedures followed and testing conducted in making the Software Millennium compliant, and Seller believes in good faith that the Software is Millennium compliant, but Seller does not warrant that the Software is Millennium compliant. "Millennium compliant" means that the Software will continue to operate at the same levels of functionality and performance following the date change to the year 2000, as before that date.
Software and Intangibles. 21 4.14 Obligations................................................... 22 4.15 Contracts..................................................... 22 4.16
