A SUMMARY OF TERMS OF ANY AND ALL LICENSES OR OTHER CONTRACTS
RELATING THERETO).
SELLER IS NOT IN BREACH OF OR DEFAULT UNDER ANY OF THE
FOREGOING CONTRACTS, AND, TO THE KNOWLEDGE OF SELLER, NO OTHER PARTY TO ANY SUCH
CONTRACT IS IN BREACH THEREOF OR DEFAULT THEREUNDER.
OTHER THAN AS SET FORTH
UNDER THE CAPTION "MATERIAL SOFTWARE" ON SCHEDULE 4.11(M) OF THE SELLER
DISCLOSURE SCHEDULE THERE
33
EXISTS NO SOFTWARE THAT IS MATERIAL TO THE BUSINESS OR OPERATIONS OF SELLER OR
THAT AFFECTS IN ANY MATERIAL WAY ANY OF THE ACQUIRED ASSETS.
(N)
OTHER THAN THE STANDARD INDEMNITIES AND
WARRANTIES SET FORTH IN THE CONTRACTS LISTED ON SCHEDULE 4.11(M), AND SUBJECT TO
SUCH REASONABLE VARIATIONS THEREIN AS WOULD NOT RESULT IN A MATERIAL ADVERSE
EFFECT, SCHEDULE 4.11(N) LISTS ALL CONTRACTS BETWEEN SELLER AND ANY OTHER PERSON
WHEREIN OR WHEREBY SELLER HAS AGREED TO, OR ASSUMED, ANY OBLIGATION OR DUTY TO
WARRANT, INDEMNIFY, REIMBURSE, HOLD HARMLESS, GUARANTY OR OTHERWISE ASSUME OR
INCUR ANY OBLIGATION OR LIABILITY OR PROVIDE A RIGHT OF RESCISSION WITH RESPECT
TO THE INFRINGEMENT OR MISAPPROPRIATION BY SELLER OF THE INTELLECTUAL PROPERTY
RIGHTS OF ANY PERSON OTHER THAN SELLER.
(O)
THERE ARE NO CONTRACTS BETWEEN OR AMONG
SELLER AND ANY OTHER PERSON WITH RESPECT TO SELLER INTELLECTUAL PROPERTY UNDER
WHICH THERE IS, TO THE KNOWLEDGE OF SELLER, ANY DISPUTE REGARDING THE SCOPE OF
SUCH CONTRACT OR RIGHTS UNDER SUCH CONTRACT, INCLUDING WITH RESPECT TO ANY
PAYMENTS TO BE MADE OR RECEIVED BY SELLER THEREUNDER.
(P)
THE OPERATION OF THE BUSINESS OF SELLER AS
CURRENTLY CONDUCTED OR AS CURRENTLY CONTEMPLATED TO BE CONDUCTED, INCLUDING BUT
NOT LIMITED TO THE DESIGN, DEVELOPMENT, USE, IMPORT, BRANDING, ADVERTISING,
PROMOTION, MARKETING, MANUFACTURE AND SALE OF SELLER PRODUCTS AND THE USE OF
SELLER INTELLECTUAL PROPERTY BY BUYER HAS NOT, DOES NOT, AND WILL NOT WHEN
CONDUCTED BY BUYER IN SUBSTANTIALLY THE SAME MANNER FOLLOWING THE CLOSING,
INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHT OF ANY PERSON,
VIOLATE ANY RIGHT OF ANY PERSON (INCLUDING ANY RIGHT TO PRIVACY OR PUBLICITY) OR
CONSTITUTE UNFAIR COMPETITION OR TRADE PRACTICES UNDER THE LAWS OF ANY
JURISDICTION, AND SELLER HAS NOT RECEIVED NOTICE FROM ANY PERSON CLAIMING THAT
SUCH OPERATION OR ANY SUCH SELLER PRODUCT INFRINGES OR MISAPPROPRIATES ANY
INTELLECTUAL PROPERTY RIGHT OF ANY PERSON OR CONSTITUTES UNFAIR COMPETITION OR
TRADE PRACTICES UNDER THE LAWS OF ANY JURISDICTION (NOR DOES SELLER HAVE
KNOWLEDGE OF ANY BASIS THEREFOR).
(Q)
TO THE KNOWLEDGE OF SELLER, NO PERSON IS
INFRINGING OR MISAPPROPRIATING ANY SELLER INTELLECTUAL PROPERTY.
(R)
NO SELLER INTELLECTUAL PROPERTY OR SELLER
PRODUCT IS SUBJECT TO ANY PROCEEDING OR OUTSTANDING GOVERNMENTAL ORDER OR ANY
SETTLEMENT AGREEMENT OR STIPULATION THAT RESTRICTS IN ANY MANNER THE USE,
TRANSFER OR LICENSING THEREOF BY SELLER OR THAT MAY AFFECT THE VALIDITY, USE OR
ENFORCEABILITY OF SUCH SELLER INTELLECTUAL PROPERTY.
(S)
NO (I) SELLER PRODUCT, (II) MATERIAL
PUBLISHED OR DISTRIBUTED BY SELLER, OR (III) CONDUCT OR STATEMENT OF SELLER
CONSTITUTES A DEFAMATORY STATEMENT OR MATERIAL OR FALSE ADVERTISING OR, TO THE
KNOWLEDGE OF SELLER,