VALID BASIS FOR ANY SUCH SUITS OR CLAIMS EXISTS.
(VI)
TO THE COMPANY'S KNOWLEDGE, NO SUIT IS PENDING CONCERNING ANY
MATERIAL LICENSED INTELLECTUAL PROPERTY, INCLUDING ANY SUIT CONCERNING (I) A
CLAIM THAT SUCH LICENSED INTELLECTUAL PROPERTY HAS BEEN VIOLATED OR IS INVALID,
UNENFORCEABLE, UNPATENTABLE, UNREGISTERABLE, CANCELABLE; OR (II) THE COMPANY'S
OR ITS SUBSIDIARIES' USE OF OR RIGHTS TO SUCH LICENSED INTELLECTUAL PROPERTY.
TO THE COMPANY'S KNOWLEDGE, NO SUCH CLAIM HAS BEEN THREATENED OR ASSERTED TO ANY
OFFICER, DIRECTOR OR LEGAL REPRESENTATIVE OF THE COMPANY.
(VII)
TO THE COMPANY'S KNOWLEDGE, NO PERSON IS VIOLATING ANY OF THE
COMPANY'S OR ITS SUBSIDIARIES' RIGHTS IN THE MATERIAL BUSINESS INTELLECTUAL
PROPERTY.
(VIII)
TO THE COMPANY'S KNOWLEDGE, THE COMPANY AND ITS SUBSIDIARIES OWN
OR OTHERWISE HAVE THE RIGHT TO USE PURSUANT TO A VALID LICENSE SUFFICIENT FOR
THE COMPANY'S AND ITS SUBSIDIARIES' USE, ALL MATERIAL INTELLECTUAL PROPERTY USED
OR CONTEMPLATED TO BE USED BY THE COMPANY AND ITS SUBSIDIARIES, INCLUDING,
WITHOUT LIMITATION, ALL MATERIAL SOFTWARE CURRENTLY USED BY THE COMPANY OR ANY
OF ITS SUBSIDIARIES.
EXCEPT AS INDICATED ON SCHEDULE 5.1(Q)(VIII), ALL SUCH
RIGHTS THAT ARE OWNED BY THE COMPANY OR ITS SUBSIDIARIES ARE FREE OF ALL LIENS
(EXCLUDING LICENSES GRANTED IN THE ORDINARY COURSE) AND ALL SUCH RIGHTS SHALL
SURVIVE THE EXECUTION, CONSUMMATION AND PERFORMANCE OF THIS AGREEMENT UNCHANGED.
(IX)
THE COMPANY AND ITS SUBSIDIARIES HAVE TAKEN ALL REASONABLE
MEASURES TO PROTECT THE SECRECY, CONFIDENTIALITY AND VALUE OF ALL MATERIAL TRADE
SECRETS WHICH ARE BUSINESS INTELLECTUAL PROPERTY (COLLECTIVELY, "BUSINESS TRADE
SECRETS").
TO THE
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COMPANY'S KNOWLEDGE, ITS MATERIAL BUSINESS TRADE SECRETS HAVE ONLY BEEN
DISCLOSED OR MADE ACCESSIBLE TO PERSONS WITH A BONA FIDE BUSINESS PURPOSE AND
NEED FOR RECEIVING OR ACCESSING SUCH INFORMATION.
EACH SUCH PERSON HAS EXECUTED
A VALID AND APPROPRIATE NON-DISCLOSURE AND NON-USE AGREEMENT IN CONNECTION
THEREWITH.
(X)
THE COMPANY'S AND ITS SUBSIDIARIES' MATERIAL IT ASSETS OPERATE
AND PERFORM AS DESCRIBED ON THE COMPANY'S WEB SITE AND IN ALL MATERIAL RESPECTS
IN ACCORDANCE WITH PAST PERFORMANCE, SUBJECT TO REASONABLE SCHEDULED AND
UNSCHEDULED DOWNTIME.
TO THE COMPANY'S KNOWLEDGE, THE IT ASSETS DO NOT CONTAIN
ANY "TIME BOMBS," "TROJAN HORSES," "BACK DOORS," "TRAP DOORS," "WORMS", VIRUSES
OR OTHER SIMILAR DEVICES OR EFFECTS THAT (A) ENABLE OR ASSIST ANY PERSON TO
ACCESS WITHOUT AUTHORIZATION THE IT ASSETS, OR (B) OTHERWISE HINDER OPERATION OF
MATERIAL FUNCTIONALITY OF THE IT ASSETS EXCEPT AS DISCLOSED IN ITS
DOCUMENTATION.
THE COMPANY AND THE SUBSIDIARIES HAVE TAKEN REASONABLE MEASURES
TO PROTECT THE CONFIDENTIALITY OF ITS TRADE SECRET AND CONFIDENTIAL INFORMATION
CONTAINED WITHIN THE IT ASSETS.
THE COMPANY AND THE SUBSIDIARIES HAVE TAKEN
REASONABLE SECURITY MEASURES TO PROTECT THE OPERATION OF THE MATERIAL IT ASSETS
CONSISTENT WITH INDUSTRY PRACTICE.
TO THE COMPANY'S AND SUBSIDIARIES' KNOWLEDGE
NO PERSON HAS ACCESSED ANY MATERIAL IT ASSETS WITHOUT PROPER AUTHORIZATION.
(XI)
ALL MATERIAL COMPUTER SOFTWARE THAT IS OWNED INTELLECTUAL
PROPERTY HAS BEEN EXCLUSIVELY DEVELOPED EITHER (A) INTERNALLY BY EMPLOYEES OF
THE COMPANY AND ITS SUBSIDIARIES WORKING WITHIN THE SCOPE OF THEIR EMPLOYMENT OR
(B) BY THIRD PERSONS PURSUANT TO WRITTEN WORK MADE FOR