PROPRIETARY COMPUTER SOFTWARE, AND LAWS GOVERNING THE REPORTING, WITHHOLDING OR
PAYMENT OF PAYROLL, INCOME, FRANCHISE OR EXCISE TAXES.
(B)
GOVERNMENTAL PERMITS.
EXCEPT AS SHOWN AT
SCHEDULE 5.10(B), THE GOVERNMENTAL PERMITS TO BE CONVEYED TO BUYER COMPRISE ALL
OF THE PERMITS, CONCESSIONS, GRANTS, FRANCHISES, LICENSES, FILINGS,
AUTHORIZATIONS AND APPROVALS REQUIRED FROM ANY GOVERNMENTAL DIVISION OR AGENCY
WHICH ARE NECESSARY FOR THE CONDUCT OF THE BUSINESS.
A COMPLETE AND CORRECT
LIST OF THE GOVERNMENTAL PERMITS IS SHOWN AT SCHEDULE 5.10(B) AND, EXCEPT AS
SHOWN ON SAID SCHEDULE: (I) TO THE KNOWLEDGE OF SELLER AND PARENT, SELLER IS IN
COMPLIANCE WITH THE RESPECTIVE TERMS AND CONDITIONS OF ALL SUCH GOVERNMENTAL
PERMITS WHICH ARE MATERIAL TO THE CONDUCT OF THE BUSINESS; AND (II) THERE ARE NO
PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF SELLER OR PARENT, THREATENED WHICH
MAY RESULT IN THE REVOCATION, CANCELLATION,
15
SUSPENSION OR ADVERSE MODIFICATION OF ANY GOVERNMENTAL PERMIT; AND (III) TO THE
KNOWLEDGE OF SELLER AND PARENT, THE CONSUMMATION OF THE TRANSACTIONS PROVIDED
FOR IN THIS AGREEMENT WILL NOT RESULT IN ANY REVOCATION, CANCELLATION,
SUSPENSION OR ADVERSE MODIFICATION OF ANY GOVERNMENTAL PERMIT WHICH IS MATERIAL
TO THE CONDUCT OF THE BUSINESS.
5.11
RECEIVABLES.
THE RECEIVABLES CONSIST OF THOSE
IDENTIFIED PURSUANT TO THE REQUIREMENTS OF SECTION 1.1(E) AND NEITHER SELLER NOR
PARENT HAS RECEIVED ANY WRITTEN NOTICE, NOR HAVE ANY KNOWLEDGE OF THE EXISTENCE
OF ANY CLAIM OF OFFSET OR COUNTERCLAIM BY ANY ACCOUNT DEBTOR.
OTHERWISE, SELLER
MAKES NO REPRESENTATION OR WARRANTY REGARDING THE QUALITY OF THE RECEIVABLES NOR
WHETHER OR NOT THEY ARE COLLECTABLE.
5.12
SOFTWARE.
EXCEPT AS SET FORTH ON SCHEDULE 5.12,
THE SOFTWARE USED BY SELLER AND COMPRISING A PART OF THE PURCHASED ASSETS IS ALL
THEREOF WHICH IS NECESSARY TO BE ASSIGNED HEREUNDER IN ORDER TO ENABLE BUYER TO
CONDUCT THE BUSINESS ON AND AFTER THE EFFECTIVE DATE IN A MANNER CONSISTENT WITH
THE MANNER IN WHICH THE BUSINESS IS PRESENTLY CONDUCTED AND HAS BEEN CONDUCTED
DURING THE YEAR PRIOR TO THE EFFECTIVE DATE, AND WITHOUT INFRINGING UPON OR
CONFLICTING WITH THE RIGHTS OF ANY OTHER PERSON.
NEITHER SELLER NOR PARENT HAS
ANY KNOWLEDGE OF ANY INFRINGEMENT OR IMPROPER USE BY ANY THIRD PERSON OF THE
SOFTWARE OF SELLER.
5.13
ASSIGNED CONTRACTS.
EXCEPT AS REFLECTED ON
SCHEDULE 5.13:
(A)
THE ASSIGNED CONTRACTS ARE, AND ON THE
EFFECTIVE DATE WILL BE, IN FULL FORCE AND EFFECT AND THERE DOES NOT EXIST, AND
WILL NOT EXIST, ANY DEFAULT OR EVENT OR CONDITION WHICH, AFTER NOTICE OR LAPSE
OF TIME OR BOTH, WOULD CONSTITUTE A DEFAULT THEREUNDER BY SELLER OR, TO THE BEST
OF SELLER'S OR PARENT'S KNOWLEDGE, BY ANY OTHER PERSON.
(B)
SELLER HAS NOT RECEIVED WRITTEN NOTICE THAT
ANY PERSON WHO IS A PARTY TO ANY OF THE ASSIGNED CONTRACTS INTENDS TO CANCEL OR
TERMINATE SUCH AGREEMENTS, OR TO DISCONTINUE DOING BUSINESS WITH SELLER.
5.14
LITIGATION.
EXCEPT AS SET FORTH ON SCHEDULE
5.14, (A) THERE ARE NO PENDING OR, TO THE KNOWLEDGE OF SELLER AND PARENT,
THREATENED CLAIMS, ACTIONS, SUITS, PROCEEDINGS, HEARINGS OR INVESTIGATIONS,
WHETHER INITIATED