Common use of Technology and Intellectual Property Clause in Contracts

Technology and Intellectual Property. (a) The electronic data processing, information, record keeping, communications, telecommunications, portfolio trading and computer systems and Intellectual Property (including Software) which are used by Parent and the Parent Subsidiaries in their businesses (collectively, the "Parent Technology Systems") are adequate for the operation of the business of Parent and the Parent Subsidiaries as currently operated. Parent owns or has the right to use all components of the Parent Technology Systems that are reasonably necessary to the normal operations of the business of Parent as currently conducted by it. Parent has good title to all Parent Technology Systems owned by it. There has not been any material malfunction with respect to any of the Parent Technology Systems since December 31, 1998 that has not been remedied or replaced in all material respects, in each case without material disruption to the businesses of Parent and the Parent Subsidiaries. The completion of the Transactions shall not materially alter or impair the right of Parent and the Parent Subsidiaries to use each of the components of the Parent Technology Systems. No database included in the Intellectual Property of Parent and the Parent Subsidiaries has been disclosed or authorized to be disclosed to any third-party other than pursuant to a confidentiality or non-disclosure agreement that reasonably protects Parent's and the Parent Subsidiaries' interest in and to such database. (b) The conduct of the business of Parent and the Parent Subsidiaries does not infringe upon any intellectual property right owned or controlled by any third-party. There are no claims, proceedings or actions pending or, to Parent's knowledge, threatened in writing, and Parent has not received any notice of any claim or suit (i) alleging that Parent's or any Parent Subsidiary's activities infringes upon or constitutes the unauthorized use of the proprietary rights of any third-party or (ii) challenging the ownership, use, validity or enforceability of any Intellectual Property owned or controlled by Parent or any Parent Subsidiary, nor is there a valid basis for any such claim or suit. No third-party is, to Parent's knowledge, infringing upon any Intellectual Property owned or controlled by Parent or any Parent Subsidiary, and no such claims have been made by Parent or any Parent Subsidiary.

Technology and Intellectual Property. (a) The electronic data processing, information, record keeping, communications, telecommunications, portfolio trading and computer systems and Intellectual Property (including Software) which are used by Parent the Company and the Parent Company Subsidiaries in their businesses (collectively, the "Parent Technology Systems") are adequate for the operation of the business of Parent the Company and the Parent Company Subsidiaries as currently operated. Parent The Company owns or has the right to use all components of the Parent Company Technology Systems that are reasonably necessary to the normal operations of the business of Parent the Company as currently conducted by it. Parent The Company has good title to all Parent the Company Technology Systems owned by it. There has not been any material malfunction with respect to any of the Parent Company Technology Systems since December 31, 1998 that has not been remedied or replaced in all material respects, in each case without material disruption to the businesses of Parent the Company and the Parent Company Subsidiaries. The completion of the Transactions shall not materially alter or impair the right of Parent the Company and the Parent Company Subsidiaries to use each of the components of the Parent Company Technology Systems. No database included in the Intellectual Property of Parent the Company and the Parent Company Subsidiaries has been disclosed or authorized to be disclosed to any third-party other than pursuant to a confidentiality or non-non- disclosure agreement that reasonably protects Parentthe Company's and the Parent Company Subsidiaries' interest in and to such database. (b) The conduct of the business of Parent the Company and the Parent its Subsidiaries does not infringe upon any intellectual property right owned or controlled by any third-party. There are no claims, proceedings or actions pending or, to Parentthe Company's knowledge, threatened in writing, and Parent the Company has not received any notice of any claim or suit (i) alleging that Parentthe Company's or any Parent Company Subsidiary's activities infringes upon or constitutes the unauthorized use of the proprietary rights of any third-party or (ii) challenging the ownership, use, validity or enforceability of any Intellectual Property owned or controlled by Parent the Company or any Parent Company Subsidiary, nor is there a valid basis for any such claim or suit. No third-party is, to Parentthe Company's knowledge, infringing upon any Intellectual Property owned or controlled by Parent the Company or any Parent the Company Subsidiary, and no such claims have been made by Parent the Company or any Parent the Company Subsidiary.

Technology and Intellectual Property. (a) The electronic data processing, information, record keeping, communications, telecommunications, portfolio trading and computer systems and Intellectual Property (including Software) which are used by Parent SoundView and the Parent SoundView Subsidiaries in their businesses (collectively, the "Parent Technology Systems") are adequate for the operation of the business of Parent SoundView and the Parent SoundView Subsidiaries as currently operated. Parent SoundView owns or has the right to use all components of the Parent SoundView Technology Systems that are reasonably necessary to the normal operations of the business of Parent SoundView as currently conducted by it. Parent SoundView has good title to all Parent SoundView Technology Systems owned by it. There has not been any material malfunction with respect to any of the Parent SoundView Technology Systems since December 31, 1998 1994 that has not been remedied or replaced in all material respects, in each case without material disruption description to the businesses of Parent SoundView and the Parent SoundView Subsidiaries. The completion of the Transactions shall will not materially alter or impair the right of Parent SoundView and the Parent SoundView Subsidiaries to use each of the components of the Parent SoundView Technology Systems. No database included in the Intellectual Property of Parent SoundView and the Parent SoundView Subsidiaries has been disclosed or authorized to be disclosed to any third-party other than pursuant to a confidentiality or non-disclosure agreement that reasonably protects ParentSoundView's and the Parent SoundView Subsidiaries' interest in and to such database. (b) The conduct of the business of Parent SoundView and the Parent SoundView Subsidiaries does not infringe upon any intellectual property right owned or controlled by any third-party. There are no claims, proceedings or actions pending or, to ParentSoundView's knowledge, threatened in writingthreatened, and Parent SoundView has not received any notice of any claim or suit (i) alleging that ParentSoundView's or any Parent SoundView Subsidiary's activities infringes upon or constitutes the unauthorized use of the proprietary rights of any third-party or (ii) challenging the ownership, use, validity or enforceability of any Intellectual Property owned or controlled by Parent SoundView or any Parent SoundView Subsidiary, nor is there a valid basis for any such claim or suit. No third-party is, to ParentSoundView's knowledge, infringing upon any Intellectual Property owned or controlled by Parent SoundView or any Parent SoundView Subsidiary, and no such claims have been made by Parent SoundView or any Parent SoundView Subsidiary. (c) SoundView's code, critical systems and other programs which are material to the operation of SoundView's business are Year 2000 compliant. SoundView is also actively working to ascertain Year 2000 compliance of counterparty banks, brokers, administrators and clearing, settlement and other service providers and SoundView has received assurances from each such Person that it has developed strategies for addressing and resolving Year 2000 issues and that it expects to be able to implement such strategies in advance of January 1, 2000.

Technology and Intellectual Property. (a) a The electronic data processing, information, record keeping, communications, telecommunications, portfolio trading and computer systems and Intellectual Property (including Software) which are used by Parent and the Parent Subsidiaries in their businesses (collectively, the "Parent Technology Systems") are adequate for the operation of the business of Parent and the Parent Subsidiaries as currently operated. Parent owns or has the right to use all components of the Parent Technology Systems that are reasonably necessary to the normal operations of the business of Parent as currently conducted by it. Parent has good title to all Parent Technology Systems owned by it. There has not been any material malfunction with respect to any of the Parent Technology Systems since December 31, 1998 1996 that has not been remedied or replaced in all material respects, in each case without material disruption description to the businesses of Parent and the Parent Subsidiaries. The completion of the Transactions shall will not materially alter or impair the right of Parent and the Parent Subsidiaries to use each of the components of the Parent Technology Systems. No database included in the Intellectual Property of Parent and the Parent Subsidiaries has been disclosed or authorized to be disclosed to any third-party other than pursuant to a confidentiality or non-disclosure agreement that reasonably protects Parent's and the Parent Subsidiaries' interest in and to such database. (b) b The conduct of the business of Parent and the Parent Subsidiaries does not infringe upon any intellectual property right owned or controlled by any third-party. There are no claims, proceedings or actions pending or, to Parent's knowledge, threatened in writingthreatened, and Parent has not received any notice of any claim or suit (i) alleging that Parent's or any Parent Subsidiary's activities infringes upon or constitutes the unauthorized use of the proprietary rights of any third-party or (ii) challenging the ownership, use, validity or enforceability of any Intellectual Property owned or controlled by Parent or any Parent Subsidiary, nor is there a valid basis for any such claim or suit. No third-party is, to Parent's knowledge, infringing upon any Intellectual Property owned or controlled by Parent or any Parent Subsidiary, and no such claims have been made by Parent or any Parent Subsidiary.