MATERIAL PORTION THEREOF), WHETHER OR NOT CONSUMMATED AND
INCLUDING ANY CONFIDENTIALITY AGREEMENTS ENTERED INTO WITH RESPECT THERETO; OR
(XIX)
OTHER CONTRACT (OR GROUP OF RELATED CONTRACTS)
THE PERFORMANCE OF WHICH INVOLVES CONSIDERATION IN EXCESS OF $50,000 PER YEAR OR
$100,000 IN THE AGGREGATE OR WHICH CANNOT BE CANCELED BY THE COMPANY OR ITS
SUBSIDIARIES WITHIN 30 DAYS NOTICE WITHOUT PREMIUM OR PENALTY OR ANY OTHER
CONTRACT MATERIAL TO THE COMPANY, WHETHER OR NOT ENTERED INTO IN THE ORDINARY
COURSE OF BUSINESS.
(B)
WITH RESPECT TO THE COMPANY'S OBLIGATIONS
THEREUNDER AND, WITH RESPECT TO THE OBLIGATIONS OF THE OTHER PARTIES THERETO,
ALL OF THE CONTRACTS SET FORTH OR REQUIRED TO BE SET FORTH ON SCHEDULE
2.9(A) (EACH A "MATERIAL CONTRACT") HERETO ARE VALID, BINDING AND ENFORCEABLE
AGAINST THE COMPANY AND ENFORCEABLE BY THE COMPANY AGAINST THE OTHER PARTIES
THERETO, IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
THE COMPANY HAS PERFORMED
ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY IT UNDER SUCH CONTRACT AND THE
COMPANY HAS NOT RECEIVED ANY NOTICE THAT IT IS IN DEFAULT UNDER OR IN BREACH OF
NOR IN RECEIPT OF ANY CLAIM OF DEFAULT OR BREACH UNDER ANY SUCH CONTRACT; NO
EVENT HAS OCCURRED WHICH WITH THE PASSAGE OF TIME OR THE GIVING OF NOTICE OR
BOTH WOULD RESULT IN A DEFAULT, BREACH OR EVENT OF NONCOMPLIANCE BY THE COMPANY
UNDER ANY SUCH CONTRACT.
THE COMPANY SHALL HAVE THE BENEFIT OF EACH MATERIAL
CONTRACT AND SHALL BE ENTITLED TO ENFORCE EACH SUCH CONTRACT IMMEDIATELY
FOLLOWING THE CLOSING.
(C)
A TRUE, CORRECT AND COMPLETE COPY OF EACH
OF THE WRITTEN CONTRACTS AND AN ACCURATE DESCRIPTION OF EACH OF THE ORAL
CONTRACTS WHICH ARE REFERRED TO ON THE ATTACHED SCHEDULE 2.9(A), HAVE BEEN
DELIVERED TO BUYER.
(D)
EXCEPT AS SET FORTH ON THE ATTACHED
SCHEDULE 2.9(D) DURING THE PRECEDING FIVE-YEAR PERIOD, THE COMPANY HAS NOT USED
ANY NAME OR NAMES UNDER WHICH IT INVOICED ACCOUNT DEBTORS, MAINTAINED RECORDS
CONCERNING THEIR ASSETS OR OTHERWISE CONDUCTED THEIR BUSINESS, OTHER THAN THE
EXACT NAMES UNDER WHICH IT HAS EXECUTED THIS AGREEMENT OR THE TRANSACTION
DOCUMENTS.
2.10
Intellectual Property Rights.
(A)
THE ATTACHED SCHEDULE 2.10(A) SETS FORTH
TRUE AND COMPLETE LISTS OF (I) ALL REGISTERED AND UNREGISTERED MARKS, PATENTS
AND COPYRIGHTS OWNED BY THE COMPANY OR ITS SUBSIDIARIES (EACH, A "COMPANY
ENTITY") OR USED OR HELD FOR USE BY A COMPANY ENTITY IN THE BUSINESS OF SUCH
COMPANY ENTITY AS CURRENTLY CONDUCTED OR AS PROPOSED TO BE CONDUCTED (THE
"BUSINESS") (SUCH MARKS, PATENTS AND COPYRIGHTS, TOGETHER WITH ALL OTHER
INTELLECTUAL PROPERTY OWNED BY A COMPANY ENTITY OR USED OR HELD FOR USE BY A
COMPANY ENTITY IN THE BUSINESS, THE "COMPANY INTELLECTUAL PROPERTY"),
(II) PRODUCTS AND/OR SERVICES CURRENTLY OR PREVIOUSLY RESEARCHED, DESIGNED,
DEVELOPED, MANUFACTURED, PERFORMED, LICENSED, SOLD, DISTRIBUTED AND/OR OTHERWISE
MADE COMMERCIALLY AVAILABLE BY A COMPANY ENTITY (THE "PRODUCTS"), (III) ALL
LICENSES OR OTHER AGREEMENTS UNDER WHICH A COMPANY ENTITY IS GRANTED RIGHTS BY
OTHERS IN COMPANY INTELLECTUAL PROPERTY, OTHER THAN LICENSES TO A COMPANY ENTITY
OF UNMODIFIED, MASS-MARKETED, EXECUTABLE DESKTOP SOFTWARE APPLICATIONS WITH A