Software and Other Intangibles. 11 3.12 Contracts......................................................................................11 3.13
Software and Other Intangibles. Except for commercially available Software, set forth on Schedule 4.12 is an accurate and complete list and description of all Software and material Intangibles owned, marketed, licensed, supported, maintained, used or under development by the Acquiring Companies, 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 explained on Schedule 4.12, each of the Acquiring Companies has good and valid title to, and has the full right to use, all of the Software and Intangibles listed on Schedule 4.12, free and clear of any Encumbrance (except for use restrictions contained in licensed commercially available Software). Except as set forth in Schedule 4.12, all shrinkwrap and other commercially available Software has been properly licensed and all related fees paid. To the knowledge of HAI, all application Software utilized in its business is year 2000 compliant. To the knowledge of HAI, none of the Software or Intangibles listed on Schedule 4.12, or their respective past or current uses, including the preparation, distribution, marketing or licensing, has violated or infringed upon, or is violating or infringing upon, any Software, technology, patent, copyright, trade secret or other Intangible of any Person. To the knowledge of HAI, 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. Except as set forth on Schedule 4.12, none of the Software or Intangibles listed on Schedule 4.11 is owned by or registered in the name of any current or former owner, shareholder, partner, director, executive, officer, employee, salesman, agent, customer, representative or contractor of any of the Acquiring Companies or any of the HAI Shareholders nor does any such Person have any interest therein or right thereto, including the right to royalty payments.
Software and Other Intangibles. Except for shrinkwrap and other commercially available Software, set forth on Schedule 3.14 is an accurate and complete list and description of all Software and Intangibles owned, marketed, licensed, supported, maintained, used or under development by the Acquired Companies, 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 shrinkwrap and other commercially available Software, no other Software or Intangibles is necessary to operate the business of each of the Acquired Companies as currently operated. Except as explained on Schedule 3.14, each of the Acquired Companies has good and valid title to, and has the full right to use, all of the Software and Intangibles listed on Schedule 3.14, free and clear of any Encumbrance (except for use restrictions contained in licensed commercially available Software). All shrinkwrap and other commercially available Software has been properly licensed and registered, and all related fees paid. With respect to the Software listed on Schedule 3.14 and except as set forth on Schedule 3.14, (a) the Acquired Companies maintain machine-readable master-reproducible copies, source code listings, technical documentation and user manuals (if any) for the most current releases or versions thereof and for all earlier releases or versions thereof currently being supported by them; (b) to the knowledge of CTC, in each case, the machine-readable copy substantially conforms to the corresponding source code listing; (c) to the knowledge of CTC, it is written in the language set forth on Schedule 3.14, for use on the hardware set forth on Schedule 3.14 with standard operating systems; (d) to the knowledge of CTC, it can be maintained and modified by reasonably competent programmers familiar with such language, hardware and operating systems or other Persons with whom CTC presently has service and maintenance agreements; (e) in each case, it operates in accordance with the user manual therefor without material operating defects; and (f) to the knowledge of CTC, in each case, each component of such Software that creates, accepts, displays, stores, retrieves, accesses, recognizes, distinguishes, compares, sorts, manipulates, processes, calculates, converts or otherwise uses dates or date-related data, will do so accurately, without any operating defects, loss of functionality or degradation in performance or volume capacity, using dates i...
Software and Other Intangibles. 3.13.1 Schedule 3.13 contains an accurate and complete list and description of all names, corporate names, fictitious names, trademarks, service marks, trade names, brand names, symbols, copyrights, Web sites, designs, logos, formulae, inventions, product rights, technology, and Software owned or licensed (in or out), under development or held for use by any of the Aspen Companies that are material to the Business, and, in the case of Software developed by the Aspen Companies, if any, a product description, the language in which it is written and the type of hardware platform(s) on which it runs.
Software and Other Intangibles. 3.13.1 Schedule 3.13 contains an accurate and complete list and description of all names, corporate names, fictitious names, trademarks, service marks, trade names, brand names, product names, symbols, slogans, copyrights, Web sites, designs, logos, formulae, inventions, product rights, technology, and Software owned, marketed, licensed (in or out), supported, maintained, used, under development, or held for use by each of the WD Group that are material to the 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.
Software and Other Intangibles. Except for shrinkwrap and other commercially available Software, each of the Borrower Companies has good and valid title to, and has the full right to use, all of the Software and General Intangibles, free and clear of any Encumbrance (except for use restrictions contained in licensed commercially available Software). All shrinkwrap and other commercially available Software has been properly licensed and all related fees paid. With respect to the Software, (a) the Borrower Companies maintain 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 them; (b) in each case, the machine-readable copy substantially conforms to the corresponding source code listing; (c) it is written for use on standard operating systems; (d) it can be maintained and modified by reasonably competent programmers familiar with such language, hardware and operating systems or other Persons with whom the Borrower presently has service and maintenance agreements; and (e) in each case, it operates in accordance with the user manual therefore without material operating defects. None of the Software or General Intangibles, or their respective past or current uses, including the preparation, distribution, marketing or licensing, has violated or infringed upon, or is violating or infringing upon, any Software, technology, patent, copyright, trade secret or other Intangible of any Person. To the knowledge of the Borrower, no Person is violating or infringing upon, or has violated or infringed upon at any time, any of the Software or General Intangibles. None of the Software or General Intangibles is owned by or registered in the name of any current or former owner, shareholder, partner, director, executive, officer, employee, salesman, agent, customer, representative or contractor of any of the Borrower Companies nor does any such Person have any interest therein or right thereto, including the right to royalty payments. Notwithstanding the foregoing, the Company is obligated to pay royalty payments equal to not more than 12% of sales on the Company’s “Fatigue Fuse” product, and a royalty of approximately 10% of sales of the Company’s Fatigue Sensor product.
Software and Other Intangibles. (i) Part 4.20(i) of the Parent’s Disclosure Schedule contains an accurate and complete list and description of (1) Company Owned Software and (2) material Software (other than Company Owned Software) which is licensed, marketed, supported, maintained or used by an Acquired Company (“Company Embedded Software”) (collectively referred to as “Company Intangibles”).
Software and Other Intangibles. (i) Part 5.20(i) of the Buyer’s Disclosure Schedule contains an accurate and complete list and description of (1) Buyer Owned Software and (2) material Software (other than Buyer Owned Software) which is licensed, marketed, supported, maintained or used by Buyer or any Buyer Subsidiary (“Buyer Embedded Software”) (collectively referred to as “Buyer Intangibles”).
Software and Other Intangibles. (a) Schedule 4.9(a) contains an accurate and complete list and description of all Intangibles, including corporate names, fictitious names, trade names, trademarks, trademark applications, service marks, service xxxx applications, brand names, product names, and slogans, patents, formulas, patent applications, copyrights, copyright applications, design, logos and Software owned, marketed, licensed, supported, maintained, used or under development by Seller in any jurisdiction throughout the world and used in connection with the Boss Division (the “Boss Intangibles”).
Software and Other Intangibles. Section 5.8 of the Seller Disclosure Letter sets forth an accurate and complete list and description of all Software programs owned or under development by Parent or the Subsidiaries and used in the Acquired Business. Except as explained in Section 5.8 of the Seller Disclosure Letter, Parent and the Subsidiaries have good and marketable title to all Intellectual Property Assets listed in Section 5.8 of the Seller Disclosure Letter and to all Specified Software and has the full right to use all of the Specified Software and Intellectual Property Assets listed in Section 5.8 of the Seller Disclosure Letter, free and clear of any Lien. Except as set forth in Section 5.8 of the Seller Disclosure Letter, all Specified Software and all Copyrights purported to be owned or under development by Parent or the Subsidiaries were created as works for hire (as defined under U.S. copyright law) or are otherwise owned by Parent or the Subsidiaries. With respect to any "shrinkwrap" or other third-party Software licensed or used by any Seller Party, such Software has been properly licensed and all related fees have been paid. With respect to the Specified Software: (i) Parent and the Subsidiaries maintain 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 Parent and the Subsidiaries; (ii) the machine-readable copy substantially conforms to the corresponding source code listing; and (iii) such Specified Software operates substantially in accordance with the user manual therefor without material operating defects. To the Knowledge of Parent or the Subsidiaries, none of the Specified Software or any Seller Party's corporate name is, and none of their respective current uses thereof is, violating or infringing upon, any software, patent, copyright, trade secret or other Intangible Property of any Person. Except as set forth in Section 5.8 of the Seller Disclosure Letter, to the Knowledge of Parent or the Subsidiaries, no Person is violating or infringing upon, or has violated or infringed upon at any time, any of the Specified Software or Intellectual Property Assets owned by Parent of or one of the Subsidiaries. Except as set forth in Section 5.8 of the Seller Disclosure Letter, none of the Specified Software or Intellectual Property Assets set forth in Section 5.8 of the Seller Disclosure Lette...
