ASSETS.
(E)
SET FORTH ON SCHEDULE 3.10(E) OF THE
DISCLOSURE SCHEDULE ARE ALL INTERNET DOMAIN NAMES OWNED, HELD, REGISTERED, OR
USED BY ANY SELLER OR BY PARTHENON LTD.
THE SELLERS OR PARTHENON LTD., AS THE
CASE MAY BE, ARE THE REGISTRANTS OF ALL SUCH DOMAIN NAMES (AND THE APPLICABLE
SELLER OR PARTHENON LTD. IS IDENTIFIED AS SUCH IN THE RECORDS OF THE APPLICABLE
DOMAIN NAME REGISTRARS), AND ALL REGISTRATIONS OF DOMAIN NAMES ARE CURRENT AND
IN GOOD STANDING UNTIL SUCH DATES AS SET FORTH ON SCHEDULE 3.10(E) OF
THE
DISCLOSURE SCHEDULE.
NO ACTION OR ACTIVITY HAS BEEN TAKEN OR IS PENDING TO
CHALLENGE RIGHTS TO, SUSPEND, CANCEL OR DISABLE ANY SUCH DOMAIN NAME, ANY
REGISTRATION THEREFOR, OR ANY RIGHT OF ANY SELLER THERETO (INCLUDING, BUT NOT
LIMITED TO, THE RIGHT TO USE A DOMAIN NAME).
FOR A PERIOD OF ONE (1) YEAR
FOLLOWING THE CLOSING DATE, THE SELLERS SHALL PROVIDE PROMPT WRITTEN NOTICE TO
THE BUYERS OF EACH WRITTEN NOTICE OR COMMUNICATION RECEIVED BY ANY SELLER FROM
AN INTERNET DOMAIN NAME REGISTRAR OR REGISTRY PERTAINING TO SUCH DOMAIN NAMES.
(F)
TO THE EXTENT THAT ANY SELLER HAS ANY
RIGHT OR LICENSE TO REPRODUCE, PERFORM, DISPLAY, DISTRIBUTE, PUBLISH, OR PREPARE
DERIVATIVE WORKS BASED UPON A PUBLICATION, THE SELLERS SHALL, IN ALL MATERIAL
INSTANCES, HAVE THE RIGHT AND LICENSE TO SO REPRODUCE, PERFORM, DISPLAY,
DISTRIBUTE, PUBLISH, OR PREPARE DERIVATIVE WORKS BASED UPON THE PUBLICATION, IN
WHOLE OR IN PART, BY ANY AND ALL MEANS AND IN ANY AND ALL MEDIA, FORMS, AND
FORMATS, NOW KNOWN OR DEVELOPED IN THE FUTURE, INCLUDING, BUT NOT LIMITED TO,
PAPER, ELECTRONIC, DIGITAL, MAGNETIC, OPTICAL, AND OTHER MEANS, MEDIA, FORMS,
AND FORMATS, AND TO DO SO SEPARATELY, IN COMBINATION WITH OTHER WORKS, OR AS
PART OF A COMPILATION OF WORKS, COLLECTIVE WORK, DATABASE OF WORKS, OR NEW WORK
OR WORKS, WHETHER OR NOT SUCH OTHER WORK OR WORKS OR RESULTING WORK OR WORKS ARE
IN THE SAME MEDIUM, FORM, OR FORMAT AS THE WORK OF AUTHORSHIP AS DELIVERED TO
ANY SELLER.
(G)
TO SELLERS' KNOWLEDGE, CONSISTENT WITH PAST
PRACTICES, THERE IS NO FORESEEABLE REASON WHY PUBLISHING OR OTHER DEADLINES FOR
THE PUBLICATION OR DISTRIBUTION OF ANY ISSUE OR EDITION OF ANY OF THE
PUBLICATIONS WILL NOT BE MET.
NO SELLER HAS RECEIVED WRITTEN NOTICE OF ANY
OBJECTION FROM ANY PERSON TO THE CARRYING ON OF THE BUSINESS OF ANY OF THE
SELLERS UNDER THE NAME OF ANY OF THE PUBLICATIONS.
(H)
TO THE EXTENT THAT ANY SELLER INTELLECTUAL
PROPERTY OR INTELLECTUAL PROPERTY USED BY PARTHENON LTD. IN THE ORDINARY COURSE
OF ITS BUSINESS IS COMPUTER SOFTWARE (IN OBJECT CODE OR SOURCE CODE), PROGRAMS,
SYSTEMS, ALGORITHMS, MENU STRUCTURES, SYNTAX, OR APPLICATIONS OWNED, DEVELOPED,
OR UNDER DEVELOPMENT BY ANY SELLER OR PARTHENON LTD., SCHEDULE 3.10(H) OF THE
DISCLOSURE SCHEDULE SETS FORTH A DESCRIPTION OF EACH, THE LANGUAGE IN WHICH EACH
IS WRITTEN, AND THE TYPE OF HARDWARE PLATFORM(S) ON WHICH EACH RUNS.
WITH
RESPECT TO THE FOREGOING, (A) THE SELLERS MAINTAIN MACHINE-READABLE
MASTER-REPRODUCIBLE COPIES, SOURCE CODE LISTINGS, TECHNICAL DOCUMENTATION