OF ANY SELLER HAVE EXECUTED
NONDISCLOSURE AGREEMENTS AND HAVE EXECUTED APPROPRIATE INSTRUMENTS OF ASSIGNMENT
IN FAVOR OF THE APPLICABLE SELLER GIVING SUCH SELLER EXCLUSIVE OWNERSHIP OF ALL
TANGIBLE AND INTANGIBLE BUSINESS INTELLECTUAL PROPERTY THEREBY ARISING.
EACH
SELLER HAS TAKEN COMMERCIALLY REASONABLE SECURITY MEASURES TO PROTECT THE
SECRECY, CONFIDENTIALITY AND VALUE OF ALL KNOW-HOW AND TRADE SECRETS USED IN THE
BUSINESS.
(G)
EACH SELLER HAS OBTAINED AND POSSESSES VALID LICENSES FROM
THIRD PARTIES TO USE ALL OF THE THIRD PARTY SOFTWARE PROGRAMS PRESENT ON THE
COMPUTERS AND OTHER SOFTWARE-ENABLED ELECTRONIC DEVICES THAT IT OWNS OR LEASES
OR THAT IT HAS OTHERWISE PROVIDED TO ITS RESPECTIVE EMPLOYEES FOR THEIR USE.
SCHEDULE 4.17(G) LISTS ALL SOFTWARE OR OTHER MATERIAL THAT IS DISTRIBUTED AS
"FREE SOFTWARE," "OPEN SOURCE SOFTWARE" OR UNDER A SIMILAR LICENSING OR
DISTRIBUTION MODEL (INCLUDING THE GNU GENERAL PUBLIC LICENSE, GNU LESSER GENERAL
PUBLIC LICENSE, MOZILLA PUBLIC LICENSE, BSD LICENSES, THE ARTISTIC LICENSE, THE
NETSCAPE PUBLIC LICENSE, THE SUN COMMUNITY SOURCE LICENSE, THE SUN INDUSTRY
STANDARDS LICENSE AND THE APACHE LICENSE) ("OPEN SOURCE MATERIALS") WHICH IS
USED BY THE COMPANY, AND DESCRIBES THE MANNER IN WHICH SUCH OPEN SOURCE
MATERIALS ARE OR WERE USED.
SELLERS' USE OF OPEN SOURCE MATERIALS INCLUDED
WITHIN THE COMPANY'S PRODUCTS WILL NOT REQUIRE, AS A CONDITION OF USE,
MODIFICATION OR DISTRIBUTION OF SUCH OPEN SOURCE MATERIALS, THAT OTHER SOFTWARE
INCORPORATED INTO, DERIVED FROM OR DISTRIBUTED WITH SUCH OPEN SOURCE MATERIALS
BE (A) DISCLOSED OR DISTRIBUTED IN SOURCE CODE FORM, (B) BE LICENSED FOR THE
PURPOSE OF MAKING DERIVATIVE WORKS, OR (C) BE REDISTRIBUTABLE AT NO CHARGE.
13
4.18.
PERMITS.
THE APPLICABLE SELLER POSSESSES THE PERMITS SET FORTH ON
SCHEDULE 4.18.
THE PERMITS SET FORTH ON SCHEDULE 4.18 INCLUDE ALL OF THE
PERMITS NECESSARY FOR SUCH SELLER TO OWN THE RESPECTIVE PURCHASED ASSETS AND
OPERATE THE BUSINESS AS CONDUCTED AS OF THE CLOSING.
THE BUSINESS IS OPERATED
IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH, ALL PERMITS.
ALL OF THE PERMITS
LISTED ON SCHEDULE 4.18 ARE IN FULL FORCE AND EFFECT, AND NO SELLER HAS
RECEIVED, DURING THE PAST THREE (3) YEARS, ANY WRITTEN NOTICE TO THE CONTRARY
EXCEPT AS SET FORTH ON SCHEDULE 4.18.
4.19.
CONTRACTS.
(A)
SET FORTH ON SCHEDULE 4.19(A) IS AN ACCURATE AND COMPLETE
LIST OF ALL MATERIAL CONTRACTS.
SELLERS HAVE DELIVERED OR MADE AVAILABLE TO
PURCHASER A COMPLETE COPY OF EACH MATERIAL CONTRACT INCLUDED IN THE PURCHASED
CONTRACTS AND ALL AMENDMENTS THERETO.
THE TERM "MATERIAL CONTRACT" MEANS EACH
OF THE FOLLOWING CONTRACTS INCLUDED IN THE PURCHASED CONTRACTS RELATING TO THE
BUSINESS:
(i)
Any contract (or group of related contracts) for the
purchase or sale of commodities, supplies, products or other personal property,
or for the furnishing or receipt of services that involves expenditures or
receipts of the Business in excess of $25,000 annually and which cannot be
terminated on thirty (30) or less days notice without penalty;
(ii)
Any contract not made in the ordinary course of the Business;
(iii)
Any distribution, franchise, license, sales or commission
contract related to the Business;