ENTERING INTO APPROPRIATE CONFIDENTIALITY AGREEMENTS LISTED IN
SECTION 4.10(K) OF THE DISCLOSURE SCHEDULE.
NONE OF THE BUSINESS TRADE SECRETS
HAS, TO THE KNOWLEDGE OF THE SELLERS, BEEN DISCLOSED OR HAS BEEN AUTHORIZED TO
BE DISCLOSED TO ANY PERSON OTHER THAN TO EMPLOYEES OR AGENTS OF THE COMPANY FOR
USE IN CONNECTION WITH THE BUSINESS OR PURSUANT TO A CONFIDENTIALITY OR
NON-DISCLOSURE AGREEMENT THAT REASONABLY PROTECTS THE INTERESTS OF THE COMPANY
IN AND TO SUCH MATTERS.
TO THE KNOWLEDGE OF THE COMPANY, NO UNAUTHORIZED
DISCLOSURE OF ANY BUSINESS TRADE SECRETS HAS BEEN MADE.
(L)
ALL MATERIAL SOFTWARE THAT IS USED IN OR
HELD FOR USE IN THE BUSINESS IS IN MACHINE READABLE FORM AND IS IN GOOD WORKING
CONDITION SUFFICIENT TO PERFORM THE DATA PROCESSING AND TELECOMMUNICATIONS
FUNCTIONS FOR THE OPERATION OF THE BUSINESS IN THE ORDINARY COURSE.
TO THE
KNOWLEDGE OF THE SELLERS, SUCH SOFTWARE (I) CONTAINS NO DISABLING DEVICES;
(II) OTHER THAN THOSE ERRORS AND DEFECTS INHERENT IN SOFTWARE THAT ARE GENERALLY
KNOWN WITHIN THE INFORMATION TECHNOLOGY INDUSTRY, HAS NOT SUFFERED FROM ANY
MATERIAL AND RECURRING MALFUNCTIONS SINCE JANUARY 1, 2006 THAT HAS NOT BEEN
REMEDIED IN ALL MATERIAL RESPECTS; AND (III) DOES NOT CONTAIN ANY OPEN SOURCE
PROGRAMMING CODE.
25
(M)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT
BY SELLERS DOES NOT, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT (IN EACH CASE, WITH OR WITHOUT THE GIVING OF NOTICE OR LAPSE OF
TIME, OR BOTH), WILL NOT, DIRECTLY OR INDIRECTLY, RESULT IN THE LOSS OR
IMPAIRMENT OF ANY COMPANY INTELLECTUAL PROPERTY, OR GIVE RISE TO ANY RIGHT OF
ANY THIRD PARTY TO TERMINATE OR REPRISE OR OTHERWISE RENEGOTIATE ANY OF THE
COMPANY'S RIGHTS TO OWN ANY OF ITS INTELLECTUAL PROPERTY OR RIGHTS UNDER ANY
OUT-BOUND LICENSE OR IN-BOUND LICENSE, NOR REQUIRE THE CONSENT OF ANY
GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY IN RESPECT OF ANY SUCH INTELLECTUAL
PROPERTY.
Section 4.11
Real Property.
(A)
THE COMPANY OWNS NO REAL PROPERTY.
SECTION 4.11 OF THE DISCLOSURE SCHEDULE LISTS THE STREET ADDRESS OF EACH PARCEL
OF LEASED REAL PROPERTY AND THE IDENTITY OF THE LESSOR, LESSEE AND CURRENT
OCCUPANT (IF DIFFERENT FROM LESSEE) OF EACH SUCH PARCEL OF LEASED REAL
PROPERTY.
THE COMPANY HAS MADE AVAILABLE TO THE PURCHASER, TRUE AND COMPLETE
COPIES OF THE LEASES, SUBLEASES, LICENSES OR ASSIGNMENT AGREEMENTS AND ANY AND
ALL AMENDMENTS, MODIFICATIONS, SUPPLEMENTS, EXHIBITS AND RESTATEMENTS THERETO
AND THEREOF IN EFFECT AS OF THE DATE OF THIS AGREEMENT RELATING TO THE LEASED
REAL PROPERTY.
(B)
EXCEPT AS SET FORTH IN SECTION 4.11 OF THE
DISCLOSURE SCHEDULE, AS TO EACH REAL PROPERTY LEASE: (I) THE TRANSACTIONS
CONTEMPLATED BY THE AGREEMENT DO NOT REQUIRE THE CONSENT OF ANY OTHER PARTY TO
ANY SUCH LEASE, WILL NOT RESULT IN A BREACH OF OR DEFAULT UNDER ANY SUCH LEASE,
DO NOT CREATE A RIGHT TO ACCELERATE THE TERMINATION DATE, TERMINATE SUCH LEASE
OR RECAPTURE THE LEASED PREMISES ON THE PART OF ANY OTHER PARTY TO SUCH LEASE,
OR OTHERWISE CAUSE ANY SUCH LEASE TO CEASE TO