COMPANY DISCLOSURE
SCHEDULE, EACH CONTRACT IS TERMINABLE BY THE COMPANY, AT THE COMPANY'S SOLE AND
ABSOLUTE DISCRETION, ON NO MORE THAN THIRTY (30) DAYS NOTICE WITHOUT LIABILITY
OR PENALTY, OTHER THAN PAYMENT OF ACCRUED BUT UNPAID CONTRACT MONEY OBLIGATIONS
THROUGH THE EFFECTIVE DATE OF TERMINATION OR (IN THE CASE OF CONTRACTS RELATED
TO COMPANY INDEBTEDNESS) PAYMENT OF THE PRINCIPAL BALANCE AND ACCRUED BUT UNPAID
INTEREST THROUGH THE EFFECTIVE DATE OF TERMINATION.
(D)
PRIOR TO THE DATE OF THIS AGREEMENT, C&T HAS BEEN SUPPLIED WITH A
TRUE AND CORRECT COPY OF EACH WRITTEN CONTRACT, AND A WRITTEN DESCRIPTION OF
EACH ORAL CONTRACT, REFERRED TO IN THE COMPANY DISCLOSURE SCHEDULE (WHETHER OR
NOT UNDER THE CAPTION REFERENCING THIS SECTION 3.17), TOGETHER WITH ALL
AMENDMENTS, WAIVERS OR OTHER CHANGES THERETO.
(E)
TO THE KNOWLEDGE OF COMPANY, WITH RESPECT TO ANY CONTRACT WHOSE
LOSS, PREMATURE TERMINATION, DEFAULT OR NON-RENEWAL WOULD CONSTITUTE A MATERIAL
ADVERSE EFFECT, THERE IS NO INDICATION FROM THE OTHER PARTY OR PARTIES THERETO
OF A PRESENT INTENT TO CAUSE TO HAPPEN, OR SET OF FACTS OR CIRCUMSTANCES, THAT
COULD REASONABLY BE EXPECTED TO RESULT IN, A LOSS, PREMATURE TERMINATION,
DEFAULT OR NON-RENEWAL THEREOF. WITH RESPECT TO ANY SUCH CONTRACT CURRENTLY UP
FOR RENEWAL, SAME SHALL BE RENEWED WITHOUT (I) ADDITIONAL FINANCIAL OUTLAY OR
REDUCTION IN ANTICIPATED REVENUES (OR INCREASE IN ANTICIPATED COSTS) BY COMPANY,
SURVIVING CORPORATION OR C&T OR (II) ANY MATERIAL COMMITMENT OF NON-FINANCIAL
RESOURCES TO ACCOMPLISH SAME.
3.18.
Intellectual Property Rights.
(A)
SECTION 3.18 OF THE COMPANY DISCLOSURE SCHEDULE IS A FULL AND
COMPLETE LISTING AND DESCRIPTION OF (I) ALL RIGHTS IN PATENTS, PATENT
APPLICATIONS AND PATENTABLE SUBJECT MATTER, WHETHER OR NOT THE SUBJECT OF ANY
APPLICATION; TRADEMARKS, SERVICE MARKS, TRADE NAMES, TRADE DRESS, MATERIAL
LOGOS, MATERIAL SLOGANS, MATERIAL TAG LINES, AND OTHER MATERIAL DESIGNATORS OF
ORIGIN (ALL WHETHER REGISTERED OR NOT); MATERIAL SOFTWARE, WHETHER IN OBJECT
CODE, SOURCE CODE OR OTHER FORM (OTHER THAN OFF-THE-SHELF COMPUTER PROGRAMS OR
COMMERCIALLY AVAILABLE COMPUTER PROGRAMS LICENSED FOR A ONE-TIME FEE OR THAT
HAVE ANNUAL FEES OF $5,000 OR LESS); UNIFORM RESOURCE LOCATORS, INTERNET DOMAIN
NAME REGISTRATIONS AND INTERNET DOMAIN NAME APPLICATIONS; COPYRIGHT
APPLICATIONS, REGISTERED COPYRIGHTED WORKS AND MATERIAL UNREGISTERED
COPYRIGHTABLE WORKS (INCLUDING WITHOUT LIMITATION, PROPRIETARY SOFTWARE, BOOKS,
WRITTEN MATERIALS, PRERECORDED VIDEO OR AUDIO TAPES, AND OTHER COPYRIGHTABLE
WORKS); MATERIAL TRADE SECRETS; MATERIAL KNOW-HOW; AND ALL
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OTHER MATERIAL INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS OF EVERY KIND AND
NATURE AND HOWEVER DESIGNATED, WHETHER ARISING BY OPERATION OF LAW, CONTRACT,
LICENSE OR OTHERWISE CURRENTLY OWNED BY, LICENSED TO OR OTHERWISE CONTROLLED BY
THE COMPANY OR USED IN, OR DEVELOPED FOR USE IN, THEIR BUSINESS AS NOW CONDUCTED
OR PROPOSED BY THE COMPANY TO BE CONDUCTED, WITHOUT TAKING INTO ACCOUNT THE
TRANSACTIONS CONTEMPLATED HEREBY (COLLECTIVELY, THE "COMPANY INTELLECTUAL
PROPERTY"), AND (II) ALL CONTRACTS THAT COVER COMPANY INTELLECTUAL PROPERTY
OWNED BY A THIRD PARTY THAT, BY THIRD PARTY PERMISSION, ARE USED OR HELD FOR USE
BY THE COMPANY IN ITS BUSINESS AS PRESENTLY CONDUCTED OR PROPOSED BY THE COMPANY
TO BE CONDUCTED (WITHOUT TAKING