NO CHARGE OR MINIMAL CHARGE).
(L)
EMPLOYEE AND CONTRACTOR ASSIGNMENTS.
EACH EMPLOYEE OF THE SELLER AND EACH INDEPENDENT CONTRACTOR OF THE SELLER WHO
HAS CREATED ANY PORTION OF THE ACQUIRED ASSETS HAS EXECUTED A VALID AND BINDING
WRITTEN AGREEMENT EXPRESSLY ASSIGNING TO THE SELLER ALL RIGHT, TITLE AND
INTEREST IN ANY INVENTIONS AND WORKS OF AUTHORSHIP, WHETHER OR NOT PATENTABLE,
INVENTED, CREATED, DEVELOPED, CONCEIVED AND/OR REDUCED TO PRACTICE DURING THE
TERM OF SUCH EMPLOYEE'S EMPLOYMENT OR SUCH INDEPENDENT CONTRACTOR'S WORK FOR THE
SELLER, AND ALL INTELLECTUAL PROPERTY RIGHTS THEREIN, AND HAS WAIVED ALL MORAL
RIGHTS THEREIN TO THE EXTENT LEGALLY PERMISSIBLE.
(M)
QUALITY.
THE ACQUIRED ASSETS ARE FREE FROM
SIGNIFICANT DEFECTS (DEFINED, IN THE CASE OF THE SOFTWARE, AS DEFECTS THAT WOULD
PREVENT THE SOFTWARE SUBSTANTIALLY FROM FULFILLING ITS FUNDAMENTAL PURPOSE) IN
DESIGN, WORKMANSHIP AND MATERIALS. THE ACQUIRED ASSETS AND THE INTERNAL SYSTEMS
DO NOT CONTAIN ANY DISABLING DEVICE, VIRUS, WORM, BACK DOOR, TROJAN HORSE OR
OTHER DISRUPTIVE OR MALICIOUS CODE THAT MAY OR ARE INTENDED TO IMPAIR THEIR
INTENDED PERFORMANCE OR OTHERWISE PERMIT UNAUTHORIZED ACCESS TO, HAMPER, DELETE
OR DAMAGE ANY COMPUTER SYSTEM, SOFTWARE, NETWORK OR DATA.
(N)
SUPPORT AND FUNDING.
EXCEPT AS SET FORTH IN
SECTION 2.9(N) OF THE DISCLOSURE SCHEDULE, THE SELLER HAS NEITHER SOUGHT,
APPLIED FOR NOR RECEIVED ANY SUPPORT, FUNDING, RESOURCES OR ASSISTANCE FROM ANY
FEDERAL, STATE, LOCAL OR FOREIGN GOVERNMENTAL OR QUASI-GOVERNMENTAL AGENCY OR
FUNDING SOURCE IN CONNECTION WITH THE EXPLOITATION OF THE ACQUIRED ASSETS, THE
INTERNAL SYSTEMS OR ANY FACILITIES OR EQUIPMENT USED IN CONNECTION THEREWITH.
8
2.10
CONTRACTS.
(A)
SECTION 2.10 OF THE DISCLOSURE SCHEDULE
LISTS ALL CONTRACTS OR AGREEMENTS (WRITTEN OR ORAL) TO WHICH THE SELLER IS A
PARTY AS OF THE DATE OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION:
(I)
ANY AGREEMENT (OR GROUP OF RELATED
AGREEMENTS) FOR THE LEASE OF PERSONAL PROPERTY;
(II)
ANY AGREEMENT (A) WHICH CALLS FOR
PERFORMANCE OVER A PERIOD OF MORE THAN ONE YEAR, (B) WHICH INVOLVES MORE THAN
THE SUM OF $10,000, OR (C) IN WHICH THE SELLER HAS GRANTED "MOST FAVORED NATION"
PRICING PROVISIONS OR MARKETING OR DISTRIBUTION RIGHTS;
(III)
ANY AGREEMENT UNDER WHICH THE SELLER HAS
GRANTED TO A THIRD PARTY ANY LICENSE, ASSIGNMENT OR OTHER TRANSFER OF RIGHTS OR
INTERESTS (INCLUDING ANY COVENANTS NOT TO ASSERT RIGHTS) IN OR TO SELLER
INTELLECTUAL PROPERTY;
(IV)
ANY AGREEMENT FOR THE DISPOSITION OF ANY
SIGNIFICANT PORTION OF THE ASSETS OR BUSINESS OF THE SELLER;
(V)
ANY AGREEMENT CONCERNING EXCLUSIVITY OR
CONFIDENTIALITY;
(VI)
ANY EMPLOYMENT OR CONSULTING AGREEMENT
RELATING TO INDIVIDUALS WHO HAVE CREATED ANY PORTION OF THE ACQUIRED ASSETS;
(VII)
ANY AGREEMENT INVOLVING ANY CURRENT OR FORMER
OFFICER, DIRECTOR OR MEMBER OF THE SELLER OR AN AFFILIATE THEREOF;
(VIII)
ANY AGREEMENT UNDER WHICH THE CONSEQUENCES OF A
DEFAULT OR TERMINATION WOULD REASONABLY BE EXPECTED TO HAVE A SELLER MATERIAL
ADVERSE EFFECT;
(IX)
ANY AGREEMENT WHICH CONTAINS ANY PROVISIONS
REQUIRING THE SELLER TO INDEMNIFY ANY OTHER PARTY (EXCLUDING INDEMNITIES
CONTAINED IN AGREEMENTS FOR THE PURCHASE, SALE OR LICENSE OF PRODUCTS ENTERED
INTO IN THE ORDINARY