THE ACQUIRED BUSINESS SOFTWARE HELD BY THE SELLERS.
(H)
THE SELLERS HAVE TAKEN ALL REASONABLE STEPS IN ACCORDANCE WITH
NORMAL INDUSTRY PRACTICE TO PROTECT THE BUSINESS INTELLECTUAL PROPERTY,
INCLUDING THE SELLERS' RIGHTS IN CONFIDENTIAL INFORMATION AND TRADE SECRETS
INCLUDED IN THE BUSINESS INTELLECTUAL PROPERTY. TRUE AND COMPLETE COPIES OF
PROPRIETARY INFORMATION, CONFIDENTIAL AND ASSIGNMENT AGREEMENTS THAT SELLERS
HAVE FROM PERSONS EMPLOYED IN OR CONTRACTED WITH, IN CONNECTION WITH THE CONDUCT
OF THE BUSINESS, HAVE BEEN DELIVERED OR MADE AVAILABLE TO THE BUYER
(COLLECTIVELY, THE "PROPRIETARY INFORMATION AGREEMENTS") AND, TO THE KNOWLEDGE
OF THE SELLERS, NO SUCH PERSON IS IN BREACH OR VIOLATION OF ANY SUCH AGREEMENT.
TO THE KNOWLEDGE OF THE SELLERS, EXCEPT PURSUANT TO ENFORCEABLE CONFIDENTIALITY
OBLIGATIONS IN FAVOR OF THE SELLERS, THERE HAS BEEN NO DISCLOSURE OF ANY THE
CONFIDENTIAL INFORMATION OR TRADE SECRETS INCLUDED IN THE BUSINESS INTELLECTUAL
PROPERTY.
TO THE KNOWLEDGE OF THE SELLERS, NO CURRENT OR FORMER EMPLOYEE,
CONSULTANT, CONTRACTOR OR POTENTIAL PARTNER OR INVESTOR OF EITHER SELLER IS IN
UNAUTHORIZED POSSESSION OF ANY OF THE TRADE SECRETS OR SOFTWARE INCLUDED IN THE
BUSINESS INTELLECTUAL PROPERTY.
(I)
SECTION 3.12(J) OF THE DISCLOSURE SCHEDULE DESCRIBES ALL
DATABASES USED BY EITHER SELLER IN CONNECTION WITH THE OPERATION OF EITHER
ACQUIRED BUSINESS (THE "DATABASES").
AT THE CLOSING, THE DATABASES WILL HAVE AT
LEAST THE SAME INFORMATION AND FUNCTIONALITY AS EXISTS PRIOR TO THE CLOSING.
NO
PERSON HAS ANY RIGHT, TITLE OR INTEREST IN OR TO ANY OF THE INFORMATION
CONTAINED IN ANY OF THE DATABASES AND NEITHER SELLER HAS SOLD, ASSIGNED, LEASED,
TRANSFERRED, PERMITTED THE USE OF OR OTHERWISE DISCLOSED TO ANY PERSON ANY
INFORMATION CONTAINED IN ANY OF THE DATABASES, INCLUDING ANY PERSONALLY
IDENTIFIABLE INFORMATION, EXCEPT IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH
APPLICABLE LAW.
THE SELLERS HAVE COMPLIED AND ARE IN COMPLIANCE IN MATERIAL
RESPECTS IN WITH ALL APPLICABLE PRIVACY LAWS IN CONNECTION WITH THE OPERATION OF
THE BUSINESS AND ALL INFORMATION CONTAINED IN THE DATABASES HAS BEEN COLLECTED,
USED AND MAINTAINED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH ALL APPLICABLE
PRIVACY LAWS.
THE SELLERS HAVE THE RIGHT TO SELL AND ASSIGN ALL OF ITS RIGHTS
IN AND TO THE DATABASES AND ALL INFORMATION CONTAINED THEREIN TO THE BUYER (AND
ITS SUCCESSORS AND ASSIGNS), AND ANY SUCH SALE AND ASSIGNMENT WILL NOT VIOLATE
ANY PRIVACY POLICY APPLICABLE TO ANY PERSONALLY IDENTIFIABLE INFORMATION
CONTAINED THEREIN AT THE TIME IT WAS COLLECTED.
13
(J)
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT
RESULT IN THE LOSS OR IMPAIRMENT OF THE BUYER'S OWNERSHIP OR RIGHTS IN AND TO
ANY OF THE ACQUIRED BUSINESS INTELLECTUAL PROPERTY, REQUIRE THE BUYER TO GRANT
TO ANY THIRD PARTY ANY RIGHT TO ANY ACQUIRED BUSINESS INTELLECTUAL PROPERTY OR
OBLIGATE THE BUYER TO PAY ANY ROYALTIES OR OTHER AMOUNTS TO ANY THIRD PARTY IN
EXCESS OF ANY AMOUNTS PAYABLE TO SUCH THIRD PARTIES PRIOR TO THE CLOSING, NOR
WILL THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY REQUIRE THE
APPROVAL OR CONSENT OF ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON IN RESPECT OF
ANY ACQUIRED