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. 4.13.1 Set forth on Schedule 4.13 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.
4.13.2 Except as set forth on Schedule 4.13, the Company has good and marketable title to, and has the right to use, all of the Company Intangibles owned by the Company (the "Company Owned Intangibles"), free and clear of any Encumbrance.
4.13.3 Except as set forth on Schedule 4.13, all of the Company Owned Intangibles were created as a work for hire (as defined under U.S. copyright law) by regular full time employees of the Company. To the extent that any author or developer of any Company Owned Intangible was not a regular full-time salaried employee of the Company at the time such person contributed to such Company Owned Intangible, such author or developer has irrevocably assigned to the Company in writing all copyrights and other proprietary rights in such person's work with respect to such Company Owned Intangibles.
4.13.4 To the Company's knowledge, after due inquiry, none of the Company Intangibles, or their respective past or current uses, including the preparation, distribution, marketing or licensing thereof is violating or infringing upon, any Software, technology, patent, copyright, trade secret or other Intangible of any Person. None of the Company Intangibles is subject to any Judgment to which the Company is a party. No Proceeding is pending or is threatened against the Company, nor has any claim or demand been made against the Company, which challenges the legality, validity, enforceability, use or exclusive ownership by the Company of any of the Company Owned Intangibles. To the knowledge of the Company and the Selling Shareholders, no Person is violating or infringing upon, or has violated or infringed upon at any time, any of the Company Owned Intangibles.
4.13.5 The Company has used reasonable efforts to maintain the confidentiality of all trade secrets with respect to the Company Owned Intangibles.
4.13.6 Any license, sublicense or other Contract covering or relating to any Company Intangible is legal, valid, binding, enforceable and in full force and effect, and upon consummation of the transactions contemplated hereby, will continue to be legal, valid, binding, enforceable and in full force and effect on terms identical to those in effect immediately prior to the consummation ...
Software and Intangibles. Schedule 4.9.4 Key Software Development Employees
Software and Intangibles. Schedule 4.12 is an accurate and complete list and description of all Intangibles (as defined in Section 1.12) owned, marketed, licensed, used or under development by any Selling Company and used in or for Sellers' Accounts Receivable Collection Business. Except as explained on Schedule 4.12, each Selling Company has good and valid title to all of the Intangibles listed on Schedule 4.12, and has the full right to use and transfer to Buyers all of the Software used in the Accounts Receivable Collection Business and all of the Intangibles listed on Schedule 4.12, free and clear of any Encumbrance (as defined in Section 1.8) (except for use restrictions contained in licensed commercially available Software). To the Knowledge of each of the Selling Companies, none of the Software used in the Accounts Receivable Collection Business and none of the Intangibles listed on Schedule 4.12, 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 each of the Selling Companies, no Person is violating or infringing upon, or has violated or infringed upon at any time, any of the Software used in the Accounts Receivable Collection Business or any of the Intangibles listed on Schedule 4.12. None of the Software used in the Accounts Receivable Collection Business and none of the Intangibles listed on Schedule 4.12 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 any of the Selling Companies 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. 15 4.14 Contracts. 16 4.15 Employees and Independent Contractors. 17 4.16 Employee Benefit Plans. 18 4.17 Customers and Suppliers 20 4.18 Taxes. 20 4.19 Proceedings and Judgments. 21 4.20 Insurance 22 4.21 Questionable Payments 22 4.22 Related Party Transactions 22 4.23 Brokerage Fees 22 4.24 Inapplicability of Anti-takeover Laws 22 4.25 Company's Tax Representations Related to Reorganization. 22 4.26
Software and Intangibles. The Disclosure Letter sets forth a detailed list and description of all Software and Intangibles owned or used by Seller. Except as set forth in the Disclosure Letter, Seller 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 Seller are adequate for the Businesses conducted by it or proposed to be conducted by it. None of the Software or Intangibles owned or used by Seller, 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 Seller, no Person is violating or infringing upon any Software or Intangibles owned by Seller. None of Seller's owned Software or Intangibles is owned by or registered in the name of any current or former partners, officer, employee, salesman, agent, representative or contractor of Seller, nor does any such Person have any interest therein or right thereto.
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. 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
