IMPROVEMENTS, ENHANCEMENTS AND ADDITIONS AND INCLUDING, BUT NOT LIMITED TO,
ANY INTELLECTUAL PROPERTY BASED ON THE CUSTOMER SOFTWARE;
2.1.31
"SOFTWARE REVENUES" MEANS MONIES COLLECTED
AND EARNED FROM CUSTOMERS FOR SOFTWARE FOR WHICH THEY HAVE CONTRACTED TO LICENSE
THE USE OF THE SOFTWARE, EXCLUDING "MAINTENANCE REVENUES" PER CANADIAN GAAP.
2.1.32
"SOURCE CODE ESCROW AGREEMENT" HAS THE
MEANING GIVEN IT IN SECTION 11.2.10;
2.1.33
"STANDARD CUSTOMER SOFTWARE LICENSE
AGREEMENT" MEANS THE LICENSE AGREEMENT ATTACHED HERETO AS SCHEDULE 2.1.33;
2.1.34
"BLOCKADE INDEMNIFIED PARTY" HAS THE MEANING
GIVEN IT IN SECTION 12.1;
2.1.35
"TRANSFERS" HAS THE MEANING GIVEN IT IN
SECTION 3.1.1; AND
2.1.36
"TRANSITION PLAN" MEANS THE TRANSITION PLAN
ATTACHED HERETO AS SCHEDULE 2.1.36.
2.1.37
"VASCO TOKEN REVENUES" REVENUES DERIVED FROM
SALES OF VASCO TOKENS.
2.1.38
"ETA" MEANS PART IX OF THE EXCISE TAX ACT
(CANADA), AS AMENDED FROM TIME TO TIME.
2.1.39
"GST" MEANS THE GOODS AND SERVICES TAX AS
LEVIED UNDER THE ETA.
2.1.40
"RSTA" MEANS THE RETAIL TAX ACT (ONTARIO),
AS AMENDED FROM TIME TO TIME.
2.2
IF ANY ACTION IS REQUIRED TO BE TAKEN PURSUANT TO
THIS AGREEMENT ON OR BY A SPECIFIED DATE WHICH IS NOT A BUSINESS DAY, SUCH
ACTION SHALL BE VALID IF TAKEN ON OR BY THE NEXT SUCCEEDING BUSINESS DAY.
2.3
IN THIS AGREEMENT, A PERIOD OF DAYS SHALL BE
DEEMED TO BEGIN ON THE FIRST DAY AFTER THE EVENT WHICH BEGAN THE PERIOD AND TO
END AT 5:00 P.M. (NEW YORK CITY TIME) ON THE LAST DAY OF THE PERIOD.
3
HOWEVER, IF THE LAST DAY OF THE PERIOD IS NOT A BUSINESS DAY, THE PERIOD SHALL
TERMINATE AT 5:00 P.M. (NEW YORK CITY TIME) ON THE NEXT BUSINESS DAY.
2.4
THE FOLLOWING SCHEDULES ARE INCORPORATED INTO AND FORM A PART OF THIS
AGREEMENT:
Schedule 2.1.9
• List of Customers of the Software; List of Customers with Maintenance Support
as of the Effective Date
SCHEDULE 2.1.20
• SOFTWARE TO BE ACQUIRED
SCHEDULE 2.1.33
• STANDARD SOFTWARE LICENSE AGREEMENT
SCHEDULE 2.1.36
•- TRANSITION PLAN
SCHEDULE 3.1.4
• DISTRIBUTOR AGREEMENT(S)
SCHEDULE 3.1.5
• OTHER ASSETS ACQUIRED
SCHEDULE 3.1.6
• OPERATING LEASES AND SECURITY INTERESTS TO BE ASSUMED
SCHEDULE 3.1.7
• VASCO AGREEMENT
SCHEDULE 3.1.8
• RSA AGREEMENT
SCHEDULE 3.3
• JOINT CUSTOMER NOTICE
SCHEDULE 3.11
• ACCOUNTS PROSPECTS LIST
SCHEDULE 4.1
• LIST OF STAFF TO BE CONSIDERED
SCHEDULE 5.1.1
• MAINTENANCE REVENUES ADJUSTED
SCHEDULE 5.1.2
• SOFTWARE REVENUES ADJUSTED
SCHEDULE 5.1.3
• VASCO TOKEN REVENUES ADJUSTED
SCHEDULE 5.1.4
• PROFESSIONAL SERVICES REVENUES ADJUSTED
SCHEDULE 5.3.2
• DISPUTED ACCOUNTS
SCHEDULE 5.10
• PURCHASE PRICE ALLOCATION
SCHEDULE 6.5.2
•ANNUAL MAINTENANCE REVENUE ; DEFERRED REVENUE AMOUNT(S)
SCHEDULE 6.6
• FORM OF SECURITY AGREEMENT
SCHEDULE 8.3
• FACILITY USE
SCHEDULE 9
• FORM OF ESCROW AGREEMENT
SCHEDULE 10.4
• JOINT PRESS RELEASE
SCHEDULE 11.2.1
• LIST OF PATENTS AND TRADEMARKS
SCHEDULE 11.2.2
• EXCEPTIONS TO OWNERSHIP OF SOFTWARE
SCHEDULE 11.2.7
• CERTAIN CUSTOMER AGREEMENTS
SCHEDULE 11.2.8
• OUTSTANDING COMMITMENTS OF BLOCKADE
SCHEDULE 11.2.10
• SOFTWARE ESCROW AGREEMENT
SCHEDULE 11.2.11
• DEFAULTS; CONSENTS
SCHEDULE15.1
• BLOCKADE DELIVERABLES
SCHEDULE