THE BUSINESSES AS PRESENTLY CONDUCTED ("LISTED
LICENSE AGREEMENTS"). EXCEPT AS SET FORTH IN SCHEDULE 5.14(C), THE COMPANY AND
THE RETAINED SUBSIDIARIES ARE IN MATERIAL COMPLIANCE WITH ALL THE LISTED LICENSE
AGREEMENTS AND NEITHER THE COMPANY NOR THE RETAINED SUBSIDIARIES WILL BE, AS A
RESULT OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS AGREEMENT, IN BREACH OF ANY LISTED LICENSE AGREEMENT.
NEITHER COMPANY NOR THE RETAINED SUBSIDIARIES HAS RECEIVED WRITTEN NOTICE OF A
MATERIAL DEFAULT OF ANY LISTED LICENSE AGREEMENT WHICH REMAINS UNCURED AS OF THE
CLOSING.
(D)
EXCEPT AS SET FORTH IN SCHEDULE 5.14(D),
NEITHER THE COMPANY NOR THE RETAINED SUBSIDIARIES HAS MADE ANY CLAIM OF A
VIOLATION, INFRINGEMENT, MISUSE OR
25
MISAPPROPRIATION BY ANY THIRD PARTY (INCLUDING ANY EMPLOYEE OR FORMER EMPLOYEE
OF THE COMPANY OR THE RETAINED SUBSIDIARIES) OF ANY INTELLECTUAL PROPERTY OWNED
BY THE COMPANY OR THE RETAINED SUBSIDIARIES, WHICH CLAIM IS PENDING.
EXCEPT AS
SET FORTH IN SCHEDULE 5.14(D), NEITHER THE COMPANY NOR THE RETAINED SUBSIDIARIES
HAVE ENTERED INTO ANY AGREEMENT TO INDEMNIFY ANY OTHER PERSON AGAINST ANY CHARGE
OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY, OTHER THAN INDEMNIFICATION
PROVISIONS CONTAINED IN EMPLOYMENT POLICIES AND AGREEMENTS, CUSTOMER AGREEMENTS,
AGREEMENTS FOR THE PURCHASE OF CAPACITY, EQUIPMENT PROCUREMENT AGREEMENTS,
SOFTWARE LICENSE AGREEMENTS AND MAINTENANCE AGREEMENTS RELATED TO THE FOREGOING
ARISING IN THE ORDINARY COURSE OF BUSINESS.
(E)
THE COMPANY AND RETAINED SUBSIDIARIES HAVE
TAKEN REASONABLE STEPS, INCLUDING, WITHOUT LIMITATION, THE EXECUTION OF
APPROPRIATE CONFIDENTIALITY AGREEMENTS, TO PROTECT AND PRESERVE THE
CONFIDENTIALITY OF ALL THE COMPANY'S AND RETAINED SUBSIDIARIES' TRADE SECRETS,
INCLUDING CUSTOMER DATA, OWNED AND LICENSED SOFTWARE, OWNED AND LICENSED
DATABASES AND CUSTOMER LISTS, AND ALL DISCLOSURES OF SUCH INFORMATION TO, AND
USE BY, ANY THIRD PARTY (OTHER THAN (I) TO COMPETENT REGULATORS, ACCOUNTANTS AND
COUNSEL, IN EACH INSTANCE ACTING IN THEIR PROFESSIONAL CAPACITIES, OR
(II) PURSUANT TO AN APPLICABLE COURT ORDER) HAVE BEEN PURSUANT TO THE TERMS OF
WRITTEN CONFIDENTIALITY UNDERTAKINGS BETWEEN SUCH THIRD PARTY AND THE COMPANY OR
RETAINED SUBSIDIARIES.
(F)
TO THE KNOWLEDGE OF THE SELLER AND EXCEPT
IN CONNECTION WITH OCCASIONAL SALES OF EXCESS EQUIPMENT OR INVENTORY, NEITHER
THE COMPANY NOR THE RETAINED SUBSIDIARIES HAVE PURCHASED OR SOLD ANY MATERIAL
TELECOMMUNICATIONS EQUIPMENT WITHOUT PROCURING OR HAVING THE TRANSFEREE PROCURE
A SOFTWARE LICENSE FOR THE IMBEDDED SOFTWARE IN SUCH EQUIPMENT.
(G)
THIS SECTION 5.14 SHALL CONSTITUTE THE SOLE
AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES REGARDING INTELLECTUAL PROPERTY OF
THE SELLER OTHER THAN AS SET FORTH IN SECTIONS 5.13(A) AND (B) HEREOF.
SECTION 5.15.
LICENSES AND PERMITS.
EXCLUSIVE OF ANY ZONING OR CONSTRUCTION
PERMITS, CONTRACTOR LICENSES OR LOCAL GOVERNMENT LICENSES AND PERMITS TO DO
BUSINESS, VARIANCES, ORDERS, EXCEPTIONS OR SIMILAR LICENSES ISSUED BY
GOVERNMENTAL ENTITIES, WHICH THE PARTIES HERETO AGREE ARE NOT MATERIAL EITHER
INDIVIDUALLY OR IN THE AGGREGATE, SCHEDULE 5.15 SETS FORTH A TRUE AND COMPLETE
LIST OF ALL MATERIAL LICENSES, PERMITS, FRANCHISES,
REGISTRATIONS,
AUTHORIZATIONS AND APPROVALS ISSUED OR GRANTED TO ANY OF THE COMPANY OR THE
RETAINED SUBSIDIARIES BY ANY GOVERNMENTAL ENTITY (THE "LICENSES AND PERMITS,"
WHICH