of
all Encumbrances, except (i) Permitted Encumbrances incurred in the ordinary
course of business consistent with past practice for obligations not past due,
(ii) such imperfections of title and non-monetary Encumbrances as do not and
will not detract from or interfere with the use of the properties subject
thereto or affected thereby, or otherwise impair business operations involving
such properties, and (iii) liens securing indebtedness that is reflected on the
Company Balance Sheet, if any.
The plant, property and equipment of each of the
Company that are used in the operations of its business are (i) in good
operating condition and repair, subject to normal wear and tear and (ii) not
obsolete, dangerous or in need of renewal or replacement, except for renewal or
replacement in the ordinary course of business, consistent with past practice.
All properties used in the operations of the Company are reflected on the
Company Balance Sheet to the extent required under GAAP to be so reflected.
Schedule 3.11 of the Disclosure Schedule identifies each parcel of real property
leased or sub-leased by the Company.
The Company has adequate rights of ingress
and egress into any real property used in the operation of their respective
businesses.
The Company has heretofore provided to Purchaser true, correct and
complete copies of all leases, subleases and other Contracts under which the
Company uses or occupies or has the right to use or occupy, now or in the
future, any real property or facility, including all modifications, amendments
and supplements thereto.
The Company does not currently owns any real property
or any tenant improvement.
3.12.
INTELLECTUAL PROPERTY AND INTERNET PRACTICES.
3.12.1.
AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE
MEANINGS INDICATED BELOW:
.
"INTELLECTUAL PROPERTY" MEANS ANY AND ALL STATUTORY OR COMMON LAW
WORLDWIDE INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS AND ALL RIGHTS ASSOCIATED
THEREWITH, INCLUDING ALL PATENTS AND APPLICATIONS THEREFOR AND ALL REISSUES,
DIVISIONS, RENEWALS, EXTENSIONS, PROVISIONALS, CONTINUATIONS AND
CONTINUATIONS-IN-PART THEREOF, ALL INVENTIONS (WHETHER PATENTABLE OR NOT),
INVENTION DISCLOSURES, IMPROVEMENTS, TRADE SECRETS, PROPRIETARY INFORMATION,
KNOW HOW, TECHNOLOGY, TECHNICAL DATA, PROPRIETARY PROCESSES AND FORMULAE,
ALGORITHMS, SPECIFICATIONS, CUSTOMER LISTS AND SUPPLIER LISTS, ALL INDUSTRIAL
DESIGNS AND ANY REGISTRATIONS AND APPLICATIONS THEREFOR, ALL TRADEMARKS, TRADE
NAMES, TRADE DRESS, LOGOS, AND SERVICE NAMES AND MARKS (IN EACH CASE WHETHER OR
NOT REGISTERED) AND REGISTRATIONS AND APPLICATIONS THEREFORE AND THE RIGHT TO
FILE APPLICATIONS FOR THE REGISTRATION THEREOF, INTERNET DOMAIN NAMES, INTERNET
AND WORLD WIDE WEB URLS OR ADDRESSES, ALL COPYRIGHTS (WHETHER OR NOT
REGISTERED), REGISTRATIONS AND APPLICATIONS THEREFOR AND THE RIGHT TO FILE
APPLICATIONS FOR REGISTRATION THEREOF, AND ALL OTHER RIGHTS CORRESPONDING
THERETO, ALL COMPUTER SOFTWARE, INCLUDING ALL SOURCE CODE, OBJECT CODE,
FIRMWARE, DEVELOPMENT TOOLS, FILES, RECORDS, DOCUMENTATION, SCREEN DISPLAYS,
LAYOUTS, AND DATA, TEST METHODOLOGIES, EMULATION AND SIMULATION TOOLS AND
REPORTS, ALL DATABASES AND DATA COLLECTIONS AND ALL RIGHTS THEREIN, ALL
PUBLICITY AND PRIVACY RIGHTS, AND ALL MORAL AND ECONOMIC RIGHTS OF AUTHORS AND
INVENTORS, HOWEVER DENOMINATED, AND ANY SIMILAR OR EQUIVALENT RIGHTS TO ANY OF
THE FOREGOING, ARISING UNDER THE