ANY OUTSTANDING CONSENT, SETTLEMENT,
DECREE, ORDER, INJUNCTIONS, JUDGMENT OR RULING RESTRICTING THE USE THEREOF.
(E)
THE COMPUTER SOFTWARE, FIRMWARE, HARDWARE, NETWORKS, INTERFACES, AND
RELATED SYSTEMS (COLLECTIVELY, THE "COMPANY SYSTEMS") THAT ARE OWNED, USED OR
RELIED ON BY THE COMPANY OR ANY OF THE COMPANY'S SUBSIDIARIES IN THE CONDUCT OF
ITS BUSINESS ARE SUFFICIENT FOR THE IMMEDIATE AND ANTICIPATED FUTURE NEEDS OF
SUCH BUSINESS, INCLUDING AS TO CAPACITY AND ABILITY TO PROCESS PEAK VOLUMES IN A
TIMELY MANNER.
IN THE PAST TWELVE (12) MONTHS, THERE HAVE BEEN NO BUGS IN, OR
FAILURES, BREAKDOWNS, OR CONTINUED SUBSTANDARD PERFORMANCE OF ANY COMPANY
SYSTEMS WHICH HAS CAUSED ANY SUBSTANTIAL DISRUPTION, INTERRUPTION, FAILURE,
BREAKDOWN OR OUTAGE
IN OR TO THE USE OF SUCH COMPUTER SYSTEMS BY THE COMPANY OR
ANY OF THE COMPANY'S SUBSIDIARIES.
EXCEPT AS SET FORTH IN SCHEDULE 2.14(E), ALL
COMPUTER SYSTEMS, OTHER THAN SOFTWARE, USED IN THE BUSINESS OF THE COMPANY ARE
OWNED AND OPERATED BY AND ARE UNDER THE CONTROL OF THE COMPANY OR THE COMPANY'S
SUBSIDIARIES AND ARE NOT WHOLLY OR PARTLY DEPENDENT ON ANY FACILITIES WHICH ARE
NOT UNDER THE OWNERSHIP, OPERATION OR CONTROL OF THE COMPANY.
(F)
THE COMPANY AND EACH OF THE COMPANY'S SUBSIDIARIES TAKES ALL NECESSARY OR
COMMERCIALLY REASONABLE MEASURES AND FOLLOWS PRACTICES COMMON IN THE INDUSTRY TO
PROTECT, MAINTAIN AND ENFORCE THE COMPANY INTELLECTUAL PROPERTY RIGHTS,
INCLUDING (I) THE SECRECY, CONFIDENTIALITY AND VALUE OF ITS TRADE SECRETS AND
OTHER CONFIDENTIAL INFORMATION, AND (II) REQUIRING EACH CURRENT AND FORMER
EMPLOYEE AND INDEPENDENT CONTRACTOR OF THE COMPANY OR ANY OF THE COMPANY'S
SUBSIDIARIES TO ENTER INTO AGREEMENTS PURSUANT TO WHICH HE OR SHE AGREES TO
PROTECT THE CONFIDENTIAL INFORMATION AND TRADE SECRETS OF THE COMPANY AND THE
COMPANY'S SUBSIDIARIES AND ASSIGN TO THE COMPANY OR ONE OF THE COMPANY'S
SUBSIDIARIES ALL INTELLECTUAL PROPERTY RIGHTS CREATED IN THE COURSE OF HIS OR
HER ENGAGEMENT WITH THE COMPANY OR THE COMPANY'S SUBSIDIARIES.
(G)
THE SOFTWARE INCLUDED IN THE COMPANY INTELLECTUAL PROPERTY RIGHTS (THE
"COMPANY SOFTWARE") IS NOT SUBJECT TO ANY "COPYLEFT" OR OTHER OBLIGATION OR
CONDITION (INCLUDING ANY OBLIGATION OR CONDITION UNDER ANY "OPEN SOURCE"
LICENSE) THAT COULD (I) REQUIRE, OR CONDITION THE USE OR DISTRIBUTION OF SUCH
SOFTWARE, ON THE DISCLOSURE, LICENSING, OR DISTRIBUTION OF ANY SOURCE CODE FOR
ANY PORTION OF SUCH SOFTWARE, OR (II) OTHERWISE IMPOSE ANY LIMITATION,
RESTRICTION, OR CONDITION ON THE RIGHT OR ABILITY OF THE COMPANY OR THE
COMPANY'S SUBSIDIARIES TO USE, LICENSE OR DISTRIBUTE ANY COMPANY SOFTWARE.
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(H)
(I) NO SOURCE CODE FOR ANY COMPANY SOFTWARE HAS BEEN DELIVERED, LICENSED,
OR MADE AVAILABLE TO ANY ESCROW AGENT OR OTHER PERSON WHO IS NOT, AS OF THE DATE
OF THIS AGREEMENT, AN EMPLOYEE OF COMPANY OR A COMPANY SUBSIDIARY, (II) NEITHER
COMPANY NOR ANY COMPANY SUBSIDIARY HAS A DUTY OR OBLIGATION (WHETHER PRESENT,
CONTINGENT, OR OTHERWISE) TO DELIVER, LICENSE, OR MAKE AVAILABLE THE SOURCE CODE
FOR ANY COMPANY SOFTWARE TO ANY ESCROW AGENT OR OTHER PERSON WHO IS NOT, AS OF
THE DATE OF THIS AGREEMENT, AN EMPLOYEE OF THE COMPANY