Common use of Software and Other Intangibles Clause in Contracts

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 in the twentieth and twenty-first centuries, and will not be adversely affected by the advent of the twentieth century, or the transition into the twenty-first century. To the knowledge of CTC, all application Software written in-house is year 2000 compliant. To the knowledge of CTC, none of the Software or Intangibles listed on Schedule 3.14, 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 CTC, 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 3.14. None of the Software or Intangibles listed on Schedule 3.14 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 Acquired Companies 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 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 runsruns . Except for shrinkwrap and other commercially available Software, no No other Software or Intangibles Intangible is necessary used to operate the business of each of the Acquired Companies as currently operatedCompanies. Except as explained on Schedule 3.14, each of the Acquired Companies has good and valid marketable 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 Encumbrance. Except as set forth on Schedule 3.14, no rights of any third party are necessary to market, license, sell, modify, update, and/or create derivative works for the Software or Intangibles listed on Schedule 3.14. Except as set forth on Schedule 3.14, all of such Software and Intangibles was created as a work for hire (except for use restrictions contained as defined under U.S. copyright law) by regular full time employees of the Acquired Companies. To the extent that any author or developer of any Software or Intangibles was not a regular full-time salaried employee of the Acquired Companies at the time such person contributed to such Software or Intangibles, such author or developer has irrevocably assigned to the Acquired Companies in licensed commercially available Software). All shrinkwrap writing all copyrights and other commercially available proprietary rights in such person's work on the Software has been properly licensed and registered, and all related fees paidor Intangibles. 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 agreementssystems; (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 in the twentieth and twenty-first centuries, and will not be adversely affected by the advent of the twentieth year 2000, the advent of the twenty- first century, or the transition from the twentieth century through the year 2000 and into the twenty-first century; and (g) 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 any data denominated in the currency known as the "Euro" which was introduced pursuant to the Maastricht Treaty on January 1, 1999, does so accurately, consistent with its processing of data denominated in national currencies and in compliance with the Maastricht Treaty, without any operating defect, loss of functionality or degradation in performance or volume capacity. To the knowledge of CTC, all application Software written in-house is year 2000 compliant. To the knowledge of CTC, none None of the Software or Intangibles listed on Schedule 3.14, 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. The Acquired Companies have adequately maintained all trade secrets and copyrights with respect to the Software. To the knowledge of CTCCompany's knowledge, 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 3.14. None of the Software or Intangibles listed on Schedule 3.14 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 Acquired Companies Companies, 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 KeyCom presently has service and maintenance agreements; and (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 in the twentieth and twenty-first centuries, and will not be adversely affected by the advent of the twentieth century, or the transition into the twenty-first century. To the knowledge of CTC, all application Software written in-house is year 2000 compliant. To the knowledge of CTC, none None of the Software or Intangibles listed on Schedule 3.14, 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 CTCKeyCom, 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 3.14. None of the Software or Intangibles listed on Schedule 3.14 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 Acquired Companies nor does any such Person have any interest therein or right thereto, including the right to royalty payments.