AND
USER MANUALS FOR THE MOST CURRENT RELEASES AND VERSIONS THEREOF, (B) IT CAN BE
MAINTAINED AND MODIFIED BY REASONABLY COMPETENT PROGRAMMERS FAMILIAR WITH SUCH
LANGUAGE AND HARDWARE, AND (C) IT OPERATES IN ACCORDANCE WITH THE USER MANUALS
AND TECHNICAL DOCUMENTATION THEREFOR WITHOUT MATERIAL OPERATING DEFECTS.
NO
PORTION OF ANY SUCH COMPUTER SOFTWARE (IN OBJECT CODE OR SOURCE CODE), PROGRAMS,
SYSTEMS, ALGORITHMS, MENU STRUCTURES, SYNTAX, OR APPLICATIONS OWNED, DEVELOPED,
OR UNDER DEVELOPMENT BY ANY SELLER OR PARTHENON LTD., AND, TO THE KNOWLEDGE OF
THE SELLERS AND PARTHENON LTD., NO PORTION OF ANY SUCH COMPUTER SOFTWARE (IN
OBJECT CODE OR SOURCE CODE), PROGRAMS, SYSTEMS, ALGORITHMS, MENU STRUCTURES,
SYNTAX, OR APPLICATIONS NOT OWNED,
19
DEVELOPED, OR UNDER DEVELOPMENT BY ANY SELLER OR PARTHENON LTD., CONTAINS ANY
"BACK DOOR," "TIME BOMB," "TROJAN HORSE," "WORM," "DROP DEAD DEVICE," "VIRUS" OR
OTHER SOFTWARE ROUTINE, CODE, OR PROGRAM OR HARDWARE COMPONENT THAT PERMITS
UNAUTHORIZED ACCESS TO OR USE OF OR DISABLES OR ERASES SOFTWARE, HARDWARE, OR
DATA WITHOUT THE CONSENT OF THE USER, OR THAT IS INTENDED OR DESIGNED TO DO SO.
3.11.
INSURANCE.
THE INSURANCE CONTRACTS (THE
"POLICIES") MAINTAINED BY THE SELLERS ARE SUBSTANTIALLY CONSISTENT WITH INDUSTRY
STANDARDS, THE REQUIREMENTS OF ANY APPLICABLE LEASES AND ARE IN AT LEAST THE
MINIMUM AMOUNTS REQUIRED BY, AND ARE OTHERWISE SUFFICIENT FOR PURPOSES OF, ANY
CURRENTLY APPLICABLE LAW.
EACH OF THE POLICIES IS VALID AND ENFORCEABLE.
3.12.
TAX MATTERS.
(A)
FOR PURPOSES OF THIS AGREEMENT (EXCEPT IN
THE CASE OF THE PARTHENON TAX WARRANTIES AND THE PARTHENON TAX COVENANT),
"TAXES" SHALL MEAN (I) ANY FEDERAL, STATE, PROVINCIAL, LOCAL, TERRITORIAL AND
FOREIGN INCOME, PROFITS, FRANCHISE, GROSS RECEIPTS, PAYROLL, SALES, EMPLOYMENT,
USE, PROPERTY, REAL ESTATE, TRANSFER, EXCISE, VALUE ADDED, ESTIMATED, STAMP,
ALTERNATIVE OR ADD- ON MINIMUM, ENVIRONMENTAL, WITHHOLDING AND ANY OTHER TAXES,
DUTIES OR ASSESSMENTS, TOGETHER WITH ALL INTEREST, PENALTIES AND ADDITIONS
IMPOSED WITH RESPECT TO SUCH AMOUNTS OR (II) LIABILITY FOR THE PAYMENT OF ANY
AMOUNTS OF THE TYPE DESCRIBED IN CLAUSE (I) AS A RESULT OF BEING A PARTY TO ANY
AGREEMENT OR ANY EXPRESS OR IMPLIED OBLIGATIONS TO INDEMNIFY ANY OTHER PERSON.
FOR PURPOSES OF THIS AGREEMENT, "TAX RETURNS" SHALL MEAN ANY RETURN,
DECLARATION, REPORT, CLAIM FOR REFUND, OR INFORMATION RETURN OR STATEMENT
RELATING TO TAXES, INCLUDING ANY SCHEDULE OR ATTACHMENT THERETO, AND INCLUDING
ANY AMENDMENT THEREOF.
"POST-CLOSING TAX PERIOD" SHALL MEAN ANY TAX PERIOD OR
PORTION THEREOF COMMENCING AFTER THE CLOSING DATE.
FOR PURPOSES OF THIS
AGREEMENT, "PRE-CLOSING TAX PERIOD" SHALL MEAN ANY TAX PERIOD OR PORTION THEREOF
ENDING ON OR BEFORE THE CLOSING DATE.
(B)
THERE ARE NO TAX LIENS WITH RESPECT TO THE
ASSETS OTHER THAN FOR TAXES NOT YET DUE AND PAYABLE.
(C)
THE SELLERS HAVE TIMELY PAID ALL MATERIAL
TAXES PAYABLE FOR THE PRE-CLOSING TAX PERIOD WHICH WILL HAVE BEEN REQUIRED TO BE
PAID ON OR PRIOR TO THE CLOSING DATE, THE NON-PAYMENT OF WHICH WOULD RESULT IN A
LIEN ON ANY ASSET, OR WOULD RESULT IN THE BUYERS BECOMING LIABLE OR RESPONSIBLE
THEREFOR.
(D)
THE SELLERS HAVE WITHHELD FROM THE