OR, TO THE BEST OF THE COMPANY'S KNOWLEDGE, THREATENED,
AND THE COMPANY HAS NOT RECEIVED ANY NOTICE FROM ANY THIRD PARTY (I) ALLEGING
THAT ANY OF THE COMPANY'S ACTIVITIES OR THE CONDUCT OF ITS BUSINESS HAS
INFRINGED UPON OR CONSTITUTES THE UNAUTHORIZED USE OF THE INTELLECTUAL PROPERTY
RIGHTS OF ANY THIRD PARTY, OR (II) CHALLENGING THE OWNERSHIP, USE, VALIDITY OR
ENFORCEABILITY OF ANY COMPANY IP RIGHTS.
(G)
TO THE BEST OF THE COMPANY'S KNOWLEDGE, NO
THIRD PARTY IS MISAPPROPRIATING, INFRINGING, DILUTING, OR VIOLATING ANY OF THE
COMPANY IP RIGHTS, AND NO SUCH CLAIMS ARE PENDING AGAINST A THIRD PARTY BY THE
COMPANY.
(H)
SCHEDULE 4.19 LISTS ALL MATERIAL COMPUTER
PROGRAMS AND COMPUTER DATABASES, OTHER THAN OFF-THE-SHELF APPLICATIONS, WHICH
ARE OWNED OR OTHERWISE USED BY THE COMPANY ("COMPANY SOFTWARE").
THERE IS NO
SOFTWARE CURRENTLY OR PREVIOUSLY, OR CONTEMPLATED TO BE, LICENSED, SUBLICENSED
OR SOLD TO OR BY THE COMPANY.
"SOFTWARE" MEANS ANY AND ALL (I) COMPUTER
PROGRAMS, INCLUDING ANY AND ALL SOFTWARE IMPLEMENTATIONS OF ALGORITHMS, MODELS
AND METHODOLOGIES, WHETHER IN SOURCE CODE OR OBJECT CODE, (II) COMPUTER
DATABASES AND COMPUTER COMPILATIONS, INCLUDING ANY AND ALL DATA AND COLLECTIONS
OF DATA, WHETHER MACHINE READABLE OR OTHERWISE, (III) DESCRIPTIONS, FLOW-CHARTS
AND OTHER WORK PRODUCT USED TO DESIGN, PLAN, ORGANIZE AND DEVELOP ANY OF THE
FOREGOING, (IV) ANY DOMAIN NAMES AND THE TECHNOLOGY SUPPORTING AND CONTENT
CONTAINED ON ANY INTERNET SITE(S), AND (V) ALL DOCUMENTATION, INCLUDING USER
MANUALS AND TRAINING MATERIALS, RELATING TO ANY OF THE FOREGOING.
(I)
EACH ITEM OF SOFTWARE LISTED IN
SCHEDULE 4.19 IS EITHER (I) OWNED BY THE COMPANY, OR (II) CURRENTLY IN THE
PUBLIC DOMAIN OR OTHERWISE AVAILABLE TO THE COMPANY WITHOUT THE LICENSE, LEASE
OR CONSENT OF ANY THIRD PARTY.
EXCEPT AS SET FORTH IN SCHEDULE 4.19, TO THE
BEST OF THE COMPANY'S KNOWLEDGE, THE COMPANY'S USE OF THE SOFTWARE SET FORTH IN
SCHEDULE 4.19 DOES NOT VIOLATE THE RIGHTS OF ANY THIRD PARTY.
WITH RESPECT TO
THE SOFTWARE SET FORTH IN SCHEDULE 4.19 WHICH THE COMPANY PURPORTS TO OWN, SUCH
SOFTWARE WAS EITHER DEVELOPED BY (X) EMPLOYEES OF THE COMPANY WITHIN THE SCOPE
OF THEIR EMPLOYMENT; OR (Y) INDEPENDENT CONTRACTORS WHO HAVE ASSIGNED THEIR
RIGHTS TO THE COMPANY AND WAIVED ANY MORAL RIGHTS IN FAVOR OF THE COMPANY
PURSUANT TO WRITTEN AGREEMENTS.
THE COMPANY SOFTWARE GENERALLY FUNCTIONS IN THE
MANNER INTENDED, FREE OF ANY SIGNIFICANT BUGS OR PROGRAMMING ERRORS.
(J)
THE COMPANY HAS NEVER DISTRIBUTED TO ANY
THIRD PARTY ANY OF THE COMPANY SOFTWARE, AND NO SUCH DISTRIBUTION IS PRESENTLY
CONTEMPLATED BY THE COMPANY.
THE COMPANY HAS TAKEN ALL ACTIONS CUSTOMARY IN THE
SOFTWARE INDUSTRY TO DOCUMENT THE COMPANY SOFTWARE AND
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ITS OPERATION, SUCH THAT THE COMPANY SOFTWARE, INCLUDING THE SOURCE CODE AND
DOCUMENTATION, HAVE BEEN WRITTEN IN A CLEAR AND PROFESSIONAL MANNER SO THAT THEY
MAY BE UNDERSTOOD, MODIFIED AND MAINTAINED IN AN EFFICIENT MANNER BY REASONABLY
COMPETENT PROGRAMMERS.
TO THE BEST OF THE COMPANY'S KNOWLEDGE, THE COMPANY HAS
NOT EXPORTED OR TRANSMITTED ANY COMPANY SOFTWARE TO ANY COUNTRY TO WHICH SUCH
EXPORT OR