OR VIOLATION
(INCLUDING ANY CLAIM THAT SELLER MUST LICENSE OR REFRAIN FROM USING ANY
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY). TO SELLER'S OR PARENT'S
KNOWLEDGE, NO THIRD PARTY HAS INTERFERED WITH, INFRINGED UPON, MISAPPROPRIATED,
OR OTHERWISE COME INTO CONFLICT WITH ANY INTELLECTUAL PROPERTY RIGHTS OF SELLER.
(C)
SELLER HAS DELIVERED TO BUYER TRUE AND COMPLETE COPIES OF ALL
LICENSES, SUBLICENSES, AGREEMENTS, AND PERMISSIONS (AS AMENDED TO DATE) FOR EACH
ITEM OF INTELLECTUAL PROPERTY THAT ANY THIRD PARTY OWNS AND THAT SELLER USES IN
CONNECTION WITH THE BUSINESS.
(D)
EXCEPT AS SET FORTH ON SCHEDULE 6.12(D), THE SOFTWARE USED BY
SELLER AND COMPRISING A PART OF THE PURCHASED ASSETS IS ALL THEREOF WHICH IS
NECESSARY TO BE ASSIGNED HEREUNDER IN ORDER TO ENABLE BUYER TO CONDUCT THE
BUSINESS ON AND AFTER THE EFFECTIVE DATE IN A MANNER CONSISTENT WITH THE MANNER
IN WHICH THE BUSINESS IS PRESENTLY CONDUCTED AND HAS BEEN CONDUCTED DURING THE
YEAR PRIOR TO THE EFFECTIVE DATE, AND WITHOUT INFRINGING UPON OR CONFLICTING
WITH THE RIGHTS OF ANY OTHER PERSON.
NEITHER SELLER NOR PARENT HAS ANY
KNOWLEDGE OF ANY INFRINGEMENT OR IMPROPER USE BY ANY THIRD PERSON OF THE
SOFTWARE OF SELLER.
6.13
ASSIGNED CONTRACTS.
AT SCHEDULE 6.13 IS A LIST OF ALL THE ASSIGNED
CONTRACTS.
EXCEPT AS REFLECTED ON SCHEDULE 6.13:
(A)
THE ASSIGNED CONTRACTS ARE, AND ON THE EFFECTIVE DATE WILL BE, IN
FULL FORCE AND EFFECT AND THERE DOES NOT EXIST, AND WILL NOT EXIST, ANY DEFAULT
OR EVENT OR CONDITION WHICH, AFTER NOTICE OR LAPSE OF TIME OR BOTH, WOULD
CONSTITUTE A DEFAULT THEREUNDER BY SELLER OR, TO THE BEST OF SELLER'S AND
PARENT'S
KNOWLEDGE, BY ANY OTHER PERSON.
(B)
NEITHER SELLER NOR PARENT HAS RECEIVED NOTICE THAT ANY PERSON WHO
IS A PARTY TO ANY OF THE ASSIGNED CONTRACTS INTENDS TO CANCEL OR TERMINATE SUCH
AGREEMENTS, OR TO DISCONTINUE OR MATERIALLY DECREASE THE AMOUNT OF BUSINESS IT
DOES WITH SELLER; AND NO PARTY HAS REPUDIATED ANY PROVISION OF ANY ASSIGNED
CONTRACT.
(C)
AT SCHEDULE 6.13 ARE TRUE AND COMPLETE COPIES OF EACH WRITTEN
AGREEMENT (AS AMENDED TO DATE) LISTED ON SCHEDULE 6.13 AND A WRITTEN SUMMARY
SETTING FORTH THE TERMS AND CONDITIONS OF EACH ORAL AGREEMENT REFERRED TO ON
SCHEDULE 6.13.
6.14
LITIGATION.
EXCEPT AS SET FORTH ON SCHEDULE 6.14, (A) THERE ARE NO
PENDING OR, TO THE KNOWLEDGE OF SELLER OR PARENT, THREATENED CLAIMS OR ACTIONS,
WHETHER INITIATED BY SELLER OR OTHER PERSONS, BEFORE ANY COURT, ARBITRATOR OR
GOVERNMENTAL AUTHORITY, ADMINISTRATIVE OR REGULATORY AGENCY WHICH INVOLVE
SELLER, THE BUSINESS OR ANY OF THE PURCHASED ASSETS OR ASSUMED LIABILITIES; AND
(B) THERE IS NO OUTSTANDING OR UNSATISFIED WRIT, ORDER, JUDGMENT, STIPULATION,
INJUNCTION, DECREE, DETERMINATION, AWARD OR OTHER ORDER OF ANY COURT, ARBITRATOR
OR GOVERNMENTAL AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, AGAINST SELLER
OR PARENT THAT ADVERSELY AFFECTS OR INVOLVES ANY OF THE PURCHASED ASSETS, THE
ASSUMED LIABILITIES OR THE BUSINESS.
26
6.15
EMPLOYEES AND COMPENSATION.
(A)
SHOWN ON SCHEDULE 6.15(A) IS A LIST OF THE NAME OF EACH EMPLOYEE,
SALES AGENT