COMPANY TO CUSTOMERS AND ALL SERVICES PROVIDED BY OR THROUGH THE COMPANY TO
CUSTOMERS ON OR PRIOR TO THE CLOSING DATE CONFORM TO APPLICABLE CONTRACTUAL
COMMITMENTS, EXPRESS AND IMPLIED WARRANTIES (TO THE EXTENT NOT SUBJECT TO
LEGALLY EFFECTIVE EXPRESS EXCLUSIONS THEREOF), AND TO ANY REPRESENTATIONS
PROVIDED TO CUSTOMERS AND CONFORM IN ALL MATERIAL RESPECTS TO PACKAGING,
ADVERTISING AND MARKETING MATERIALS AND TO APPLICABLE PRODUCT OR SERVICE
SPECIFICATIONS OR DOCUMENTATION.
THE COMPANY HAS NO LIABILITY (AND, TO THE
KNOWLEDGE OF THE COMPANY, THERE IS NO LEGITIMATE BASIS FOR ANY PRESENT OR FUTURE
ACTION, SUIT, PROCEEDING, HEARING, INVESTIGATION, CHARGE, COMPLAINT, CLAIM OR
DEMAND AGAINST THE COMPANY GIVING RISE TO ANY MATERIAL LIABILITY RELATING TO THE
FOREGOING CONTRACTS) FOR REPLACEMENT OR REPAIR THEREOF OR OTHER DAMAGES IN
CONNECTION THEREWITH IN EXCESS OF ANY RESERVES THEREFOR REFLECTED ON THE COMPANY
BALANCE SHEET.
3.12.24.
THE COMPANY HAS PROVIDED PURCHASER WITH ALL DOCUMENTATION AND
NOTES RELATING TO THE TESTING OF ALL COMPANY PRODUCTS.
THE COMPANY HAS
DOCUMENTED ALL BUGS, ERRORS AND DEFECTS IN ALL THE COMPANY PRODUCTS, AND SUCH
DOCUMENTATION IS RETAINED AND IS AVAILABLE INTERNALLY AT THE COMPANY.
ALL
COMPANY PRODUCTS ARE FREE FROM ANY MATERIAL DEFECT, BUG, VIRUS, TIME BOMB,
TROJAN HORSE, BACKDOOR OR PROGRAMMING, DESIGN OR DOCUMENTATION ERROR AND OPERATE
AND RUN IN A REASONABLE MANNER.
3.12.25.
FOR ALL SOFTWARE USED BY THE COMPANY IN PROVIDING SERVICES, OR IN
DEVELOPING OR MAKING AVAILABLE ANY OF THE COMPANY PRODUCTS, THE COMPANY HAS
IMPLEMENTED ANY AND ALL SECURITY PATCHES OR UPGRADES THAT ARE GENERALLY
AVAILABLE FOR THAT SOFTWARE.
3.12.26.
NO (I) GOVERNMENT FUNDING; (II) FACILITIES OF A UNIVERSITY,
COLLEGE, OTHER EDUCATIONAL INSTITUTION OR RESEARCH CENTER; OR (III) FUNDING FROM
ANY PERSON (OTHER THAN FUNDS RECEIVED IN CONSIDERATION FOR THE MEMBERSHIP
INTERESTS) WAS USED IN THE DEVELOPMENT OF THE COMPANY-OWNED IP RIGHTS.
NO
CURRENT OR FORMER EMPLOYEE, CONSULTANT OR INDEPENDENT CONTRACTOR OF THE COMPANY,
WHO WAS INVOLVED IN, OR WHO CONTRIBUTED TO, THE CREATION OR DEVELOPMENT OF ANY
COMPANY-OWNED IP RIGHTS, HAS PERFORMED SERVICES FOR OR OTHERWISE WAS UNDER
RESTRICTIONS RESULTING FROM HIS/HER RELATIONS WITH ANY GOVERNMENT, UNIVERSITY,
COLLEGE OR OTHER EDUCATIONAL INSTITUTION OR RESEARCH CENTER DURING A PERIOD OF
TIME DURING WHICH SUCH EMPLOYEE, CONSULTANT OR INDEPENDENT CONTRACTOR WAS ALSO
PERFORMING SERVICES FOR THE COMPANY.
3.12.27.
NEITHER THE COMPANY NOR ANY OTHER PERSON THEN ACTING ON ITS BEHALF
HAS DISCLOSED, DELIVERED OR LICENSED TO ANY PERSON, AGREED TO DISCLOSE, DELIVER
OR LICENSE TO ANY PERSON, OR PERMITTED THE DISCLOSURE OR DELIVERY TO ANY ESCROW
AGENT OR OTHER PERSON OF, ANY COMPANY SOURCE CODE.
NO EVENT HAS OCCURRED, AND
NO CIRCUMSTANCE OR CONDITION EXISTS, THAT (WITH OR WITHOUT NOTICE OR LAPSE OF
TIME, OR BOTH) WILL, OR WOULD REASONABLY BE EXPECTED TO, RESULT IN THE
DISCLOSURE, DELIVERY OR LICENSE BY THE COMPANY OR ANY PERSON THEN ACTING ON ITS
BEHALF TO ANY PERSON OF ANY COMPANY SOURCE CODE.
SCHEDULE 3.12.27 OF THE
DISCLOSURE SCHEDULE IDENTIFIES EACH CONTRACT PURSUANT TO WHICH THE COMPANY HAS
DEPOSITED, OR IS OR MAY BE REQUIRED TO DEPOSIT, WITH AN ESCROW HOLDER