Common use of Year 2000 Capability Clause in Contracts

Year 2000 Capability. (a) To the Seller's best knowledge, except as set forth in Schedule 4.31(a), all of the Company's and its Subsidiaries' internal computer systems comprised of software, hardware, databases or embedded control systems (microprocessor controlled, robotic or other device) related to the Company's and its Subsidiaries' businesses (collectively, a "Business System"), that constitutes any material part of, or is used in connection with the use, operation or enjoyment of, any material tangible or intangible asset or real property of the Company and its Subsidiaries, including its accounting systems, will record, store, process and calculate and present calendar dates falling on and after December 31, 1999, and will calculate any information dependent on or relating to such dates in the same manner and with the same functionality, data integrity and performance as the products record, store, process, calculate and present calendar dates on or before December 31, 1999, or calculate any information dependent on or relating to such dates (collectively, "Year 2000 Capable"). Except as set forth in Schedule 4.31(a), to the Seller's best knowledge, the current versions of the Company's and its Subsidiaries' software and all other Intellectual Property may be used prior to, during and after December 31, 1999, such that such Software and Intellectual Property will operate prior to, during and after such time period without error caused by date data that represents or references different centuries or more than one century. (b) Except as set forth on Schedule 4.31(b), to the Seller's best knowledge, the conduct of the Company's business with its material customers and suppliers will not be materially adversely affected by the advent of the 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. Except as set forth on Schedule 4.31(b), to the Seller's best knowledge, neither the Company nor any of its Subsidiaries is reasonably likely to incur material expenses arising from or relating to the failure of any of its Business Systems as a result of the advent of the year 2000, the advent of the twenty-first century or the transition from the twentieth century through the year 2000.

Year 2000 Capability. (ai) To the Seller's best knowledge, except Except as set forth in Schedule 4.31(a)Section 3.15(o) of the Company Disclosure Schedule, all of the Company's and its Subsidiariessubsidiaries' material products (including products currently under development) will record, store, process and calculate and present calendar dates falling on and after December 31, 1998, and will calculate any information dependent on or relating to such dates in the same manner and with the same functionality, data integrity and performance as the products record, store, process, calculate and present calendar dates on or before December 31, 1998, or calculate any information dependent on or relating to such dates (collectively, "Year 2000 Capable"). Except as set forth in Section 3.15(o) of the Company Disclosure Schedule, (i) all of the Company's and its subsidiaries' material products will lose no significant functionality with respect to the introduction of records containing dates falling on or after December 31, 1998; and (ii) all of the Company's and its subsidiaries' internal computer systems comprised of software, hardware, databases or embedded control systems (microprocessor controlled, robotic or other device) related to the Company's and its Subsidiariessubsidiaries' businesses (collectively, a "Business System"), that constitutes any material part of, or is used in connection with the use, operation or enjoyment of, any material tangible or intangible asset or real property of the Company and its Subsidiariessubsidiaries, including its accounting systems, will record, store, process and calculate and present calendar dates falling on and after December 31, 1999, and will calculate any information dependent on or relating to such dates in the same manner and with the same functionality, data integrity and performance as the products record, store, process, calculate and present calendar dates on or before December 31, 1999, or calculate any information dependent on or relating to such dates (collectively, "are Year 2000 Capable"). Except as set forth in Schedule 4.31(a), to on Section 3.15(o) of the Seller's best knowledgeCompany Disclosure Schedule, the current versions of the Company's and its Subsidiariessubsidiaries' software and all other Intellectual Property may be used prior to, during and after December 31, 19991998, such that such Software and Intellectual Property will operate prior to, during and after such time period without error caused by date data that represents or references different centuries or more than one century. (bii) Except as set forth on Schedule 4.31(b)Section 3.15(o) of the Company Disclosure Schedule, to the SellerCompany's best knowledge, material products and the conduct of the Company's business with its material customers and suppliers will not be materially adversely affected by the advent of the 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. Except as set forth on Schedule 4.31(b), to Section 3.15(o) of the Seller's best knowledgeCompany Disclosure Schedule, neither the Company nor any of its Subsidiaries subsidiaries is reasonably likely to incur material expenses arising from or relating to the failure of any of its Business Systems or any products (including all products sold on or prior to the date hereof) as a result of the advent of the year 2000, the advent of the twenty-first century or the transition from the twentieth century through the year 2000.

Year 2000 Capability. (ai) To the Seller's best knowledge, except Except as set forth in Schedule 4.31(a)Section 3.15(p) of the Company Disclosure Schedule, all of the Company's and its Subsidiariessubsidiaries' products (including products currently under development) have recorded, stored, processed and calculated and presented calendar dates falling on and after December 31, 1999, and will continue to calculate any information dependent on or relating to such dates in the same manner and with the same functionality, data integrity and performance as the products recorded, stored, processed, calculated and presented calendar dates on or before December 31, 1999, or calculated any information dependent on or relating to such dates, except for any failure to satisfy the foregoing the existence of which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company (collectively, "Year ---- 2000 Capable"). Except as set forth in Section 3.15(p) of the Company Disclosure ------------ Schedule, (i) all of the Company's and its subsidiaries' products did not lose, and will not lose, any significant functionality with respect to the introduction of records containing dates falling on or after December 31, 1999; and (ii) all of the Company's and its subsidiaries' internal computer systems comprised of software, hardware, databases or embedded control systems (microprocessor controlled, robotic or other device) related to the Company's and its Subsidiariessubsidiaries' businesses (collectively, a "Business System"), that --------------- constitutes any material part of, or is used in connection with the use, operation or enjoyment of, any material tangible or intangible asset or real property of the Company and its Subsidiariessubsidiaries, including its accounting systems, will record, store, process and calculate and present calendar dates falling on and after December 31, 1999, and will calculate any information dependent on or relating to such dates in the same manner and with the same functionality, data integrity and performance as the products record, store, process, calculate and present calendar dates on or before December 31, 1999, or calculate any information dependent on or relating to such dates (collectively, "are Year 2000 Capable"). Except as set forth in Schedule 4.31(a), to on Section 3.15(p) of the Seller's best knowledgeCompany Disclosure Schedule, the current versions of the Company's and its Subsidiariessubsidiaries' software and all other Intellectual Property may be used prior to, during and after December 31, 1999, 1999 such that such Software and Intellectual Property will operate prior to, during and after such time period without error caused by date data that represents or references different centuries or more than one century. (bii) Except as set forth on Schedule 4.31(b)Section 3.15(p) of the Company Disclosure Schedule, to the SellerCompany's best knowledge, products and the conduct of the Company's business with its material customers and suppliers will were not be materially adversely affected impaired by the advent of the 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, except for any such impairment the existence of which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company. Except as set forth on Schedule 4.31(b), to Section 3.15(p) of the Seller's best knowledgeCompany Disclosure Schedule, neither the Company nor any of its Subsidiaries is reasonably likely to incur material subsidiaries incurred expenses arising from or relating to the failure of any of its Business Systems or any products (including all products sold on or prior to the date hereof) as a result of the advent of the year 2000, the advent of the twenty-first century or the transition from the twentieth century through the year 2000.