APPLICATIONS FOR REGISTRATION THEREOF); AND (F) PATENTS, PATENT
APPLICATIONS, AND FOREIGN COUNTERPARTS, DIVISIONALS, CONTINUATIONS,
CONTINUATIONS-IN-PART, REISSUES, REEXAMINATIONS, AND CONTINUING PROSECUTION
APPLICATIONS, THEREOF.
AS USED IN THIS SECTION 3.17, "PUBLIC SOFTWARE" MEANS
ANY SOFTWARE THAT (I) CONTAINS, OR IS DERIVED IN ANY MANNER (IN WHOLE OR IN
PART) FROM, ANY SOFTWARE THAT IS DISTRIBUTED AS FREE SOFTWARE, OPEN SOURCE
SOFTWARE (E.G., LINUX) OR (II) REQUIRES AS A CONDITION OF ITS USE, MODIFICATION
OR DISTRIBUTION THAT IT BE DISCLOSED OR DISTRIBUTED IN SOURCE CODE FORM OR MADE
AVAILABLE AT NO CHARGE. PUBLIC SOFTWARE INCLUDES WITHOUT LIMITATION SOFTWARE
LICENSED UNDER THE GNU'S GENERAL PUBLIC LICENSE (GPL) OR LESSER/LIBRARY GPL, THE
MOZILLA PUBLIC LICENSE, THE NETSCAPE PUBLIC LICENSE, THE SUN COMMUNITY SOURCE
LICENSE, THE SUN INDUSTRY STANDARDS LICENSE, THE BSD LICENSE, AND THE APACHE
LICENSE.
SECTION 3.18.
INSURANCE.
ALL INSURANCE POLICIES TO WHICH ANY OF THE COMPANY
AND ITS SUBSIDIARIES IS EITHER AN INSURED OR A BENEFICIARY (THE "INSURANCE
POLICIES") ARE WITH REPUTABLE INSURANCE CARRIERS (OTHER THAN EXISTING
SELF-INSURANCE), PROVIDE COVERAGE FOR THOSE RISKS INCIDENT TO THE BUSINESS OF
THE COMPANY AND ITS SUBSIDIARIES AND THEIR RESPECTIVE PROPERTIES AND ASSETS AS
IS CUSTOMARY FOR COMPANIES CONDUCTING THE RESPECTIVE BUSINESSES CONDUCTED BY THE
COMPANY AND ITS SUBSIDIARIES DURING SUCH TIME PERIOD, ARE IN CHARACTER AND
AMOUNT AT LEAST EQUIVALENT TO THAT CARRIED BY PERSONS ENGAGED IN SIMILAR
BUSINESSES AND SUBJECT TO THE SAME OR SIMILAR PERILS OR HAZARDS.
(I) ALL
PREMIUMS DUE AND PAYABLE IN RESPECT OF EACH INSURANCE POLICY HAVE BEEN PAID AND
NONE OF THE COMPANY AND ITS SUBSIDIARIES HAS RECEIVED NOTICE FROM ANY INSURER OR
AGENT OF ANY INTENT TO CANCEL ANY SUCH INSURANCE POLICY, (II) THE INSURANCE
POLICIES ARE VALID AND ENFORCEABLE POLICIES AND (III) NONE OF THE COMPANY AND
ITS SUBSIDIARIES HAS RECEIVED WRITTEN NOTICE FROM ANY INSURANCE COMPANY OR
GOVERNMENTAL AUTHORITY OF ANY DEFECTS OR INADEQUACIES THAT WOULD ADVERSELY
AFFECT THE INSURABILITY OF, OR CAUSE ANY MATERIAL INCREASE IN THE PREMIUMS FOR,
INSURANCE COVERING ANY OF THE COMPANY AND ITS SUBSIDIARIES OR ANY OF THEIR
RESPECTIVE PROPERTIES OR ASSETS THAT HAVE NOT BEEN CURED OR REPAIRED TO THE
SATISFACTION OF THE PARTY ISSUING THE NOTICE.
SECTION 3.19.
PROPERTY.
(A)
EACH OF THE COMPANY AND EACH OF ITS SUBSIDIARIES
HAS GOOD AND MARKETABLE TITLE TO, OR VALID AND ENFORCEABLE RIGHT TO USE UNDER
EXISTING FRANCHISES, EASEMENTS OR LICENSES, OR VALID AND ENFORCEABLE LEASEHOLD
INTERESTS IN, ALL OF ITS PROPERTIES, RIGHTS AND ASSETS EXCEPT FOR DEFECTS IN
TITLE, EASEMENTS, RESTRICTIVE COVENANTS AND SIMILAR ENCUMBRANCES THAT,
INDIVIDUALLY OR IN THE AGGREGATE, DO NOT AND COULD NOT REASONABLY BE EXPECTED TO
MATERIALLY AFFECT THE USE OF THE PROPERTIES, RIGHTS OR ASSETS SUBJECT THERETO OR
OTHERWISE MATERIALLY IMPAIR THE BUSINESS OPERATIONS OF THE COMPANY OR ITS
SUBSIDIARIES AS CURRENTLY CONDUCTED.
ALL SUCH PROPERTIES, RIGHTS AND ASSETS,
OTHER THAN PROPERTIES, RIGHTS AND ASSETS IN WHICH THE COMPANY OR ANY OF ITS
SUBSIDIARIES HAS A LEASEHOLD INTEREST, ARE FREE AND CLEAR OF ALL LIENS, EXCEPT
FOR LIENS SPECIFICALLY DISCLOSED IN SCHEDULE 3.19(A) OR LIENS THAT, INDIVIDUALLY