(l) entering into, amendment of, relinquishment, termination or non renewal by CCC of any contract, lease,
transaction, commitment or other right or obligation other than in the ordinary course of its business consistent with its past practice or, to CCC's knowledge, any written or oral indication or assertion by the other party thereto of problems with CCC's services or performance under such contract, lease, transaction, commitment or other right or obligation or such other party's desire to so amend, relinquish, terminate or not renew any such contract, lease, transaction, commitment or other right or obligation;
(m) material change in the manner in which CCC extends discounts or credits to customers or otherwise deals
with its customers;
(n) entering into by CCC of any transaction, contract or agreement or the conduct of business or operations other
than in the ordinary course of its business consistent with its past practices; or
(o) transfer or grant of a right under any CCC IP Rights (as defined in Section 3.13 below), other than those
transferred or granted in the ordinary course of CCC's business consistent with CCC's past practice.
3.11 Contracts and Commitments. Exhibit 3.11 sets forth, as of the date hereof, a list of each of the following written or
oral contracts, agreements, commitments or other instruments to which CCC is a party or to which it or any of its assets or properties is bound:
(a) consulting or similar agreement under which CCC provides any advice or services to a customer of CCC; (b) continuing contract for the future purchase, sale, license, provision or manufacture of products, material,
supplies, equipment or services requiring payment to or from CCC in an amount in excess of ZAR 300,000 per annum which is not terminable on 90 days' or less notice without cost or other liability to CCC or in which CCC has granted or received manufacturing rights, most favored customer pricing provisions or exclusive marketing rights relating to any product or services, group of products or services or territory; (c) contract providing for the acquisition of software by CCC, for the development of software for CCC, or the
license of software to CCC, which software is used or incorporated in any products currently distributed by CCC or services currently provided by CCC or is contemplated to be used or incorporated in any products to be distributed or services to be provided by CCC (other than software generally available to the public at a per copy license fee of less than ZAR 30,000);
(d) joint venture or partnership contract or agreement or other agreement which has involved or is reasonably
expected to involve a sharing of profits or losses in excess of ZAR 300,000 per annum with any other party;
(e) contract or commitment for the employment of any officer, employee or consultant of CCC or any other type
of contract or understanding with any officer, employee or consultant of CCC which is not immediately terminable by CCC without cost or other liability, except as otherwise provided by _________(PLACENAME) law;
(f) indenture, mortgage, trust deed, promissory note, loan agreement, guarantee or other agreement or commitment
for the borrowing of money, for a line of credit or for a leasing transaction of a type required to be capitalized in accordance with _________(PLACENAME) GAAP;
(g) lease or other agreement under which CCC is lessee of or holds or operates any items of tangible personal
property or real property owned by any third party and under which payments to such third party exceed ZAR _________ per annum;
(h) agreement or arrangement for the sale of any assets, properties, services or rights having a value in excess of
ZAR _________, other than in the ordinary course of business consistent with past practice, and except as otherwise contemplated by this Agreement;
(i) agreement which restricts CCC from engaging in any aspect of its business or competing in any line of
business in any geographic area;
(j) CCC IP Rights Agreement (as defined in Section 3.13 below);
(k) agreement relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any
shares of CCC Stock or any options, warrants or other rights to purchase or otherwise acquire any such shares of CCC Stock, other securities or options, warrants or other rights therefor; (l) contract with or commitment to any labor union; or
(m) other agreement, contract, commitment or instrument that is material to the business of CCC or that involves a
commitment by CCC in excess of $25,000.
A copy of each agreement or document required by this Section to be listed on Exhibit 3.11 (collectively, the \Material Agreements\required to ensure that, following the Closing, any CCC Material Agreement shall continue to be in full force and effect without any breach or violation thereof caused by virtue of the Exchange or by any other transaction called for by this Agreement.
3.12 No Default. CCC is not in breach or default of any CCC Material Agreement. CCC is not a party to any contract,
agreement or arrangement which has had, or could reasonably be expected to have, a Material Adverse Effect on CCC. CCC does not have any material liability for renegotiation of government contracts or subcontracts, if any.
3.13 Intellectual Property.
3.13.1 CCC owns, or has the irrevocable right to use, sell or license all material Intellectual Property Rights (as
defined below) necessary or required for the conduct of its business as presently conducted (such Intellectual Property Rights being hereinafter collectively referred to as the \hts\such rights to use, sell or license are sufficient for such conduct of its business. CCC is the legal and beneficial owner of all rights, including all copyright and worldwide distribution rights, to those certain computer software programs, including all object code, source code, configurations, routines and algorithms contained therein with annotations and related documentation, known as the CCC Roots together with all alterations, modifications and reconfigurations thereof in all forms of expression, including but not limited to, the source code, object code, flowcharts, block diagrams, manuals and all other documentation no matter how stored, transmitted, read or utilized and all copyrights, trade secrets, patents, inventions (whether patentable or not), proprietary rights and intellectual property rights associated therewith (collectively the \Rights\t limitation, the Software. Any and all rights to the Software previously owned or held by third parties, including (but not limited to) the CCC Subsidiaries have been transferred to CCC and are owned outright, free and clear of any claims, liens, security interest,
mortgages, encumbrances or obligations, by CCC. Numerous parties worldwide hold distribution rights of some sort to the Software. Some examples and descriptions of the arrangements by which parties may hold such rights may be found on the Internet at http://www.CCC.com/partners/contents.html.
3.13.2 The execution, delivery and performance of this Agreement and the consummation of the Exchange and the
other transactions contemplated hereby will not constitute a material breach of or default under any instrument, contract, license or other agreement governing any CCC IP Right (the \hts Agreements\re or termination, or give rise to a right of forfeiture or termination, of any CCC IP Right or materially impair the right of CCC to use, sell, license, provide or otherwise commercially exploit any CCC IP Right or portion thereof (except where such breach, forfeiture or termination would not have a Material Adverse Effect on CCC). Other than pursuant to agreements entered into in the ordinary course of business between CCC and its representative offices, or to resellers under the Chained Certification Authority Program, there are no royalties, honoraria, fees or other payments payable by CCC to any person by reason of the ownership, use, license, sale, exploitation or disposition of the CCC IP Rights.
3.13.3 Neither the manufacture, marketing, license, sale, furnishing or intended use of any product or service
currently licensed, utilized, sold, provided or furnished by CCC or currently under development by CCC has violated or now violates any license or agreement between CCC and any third party or, to the knowledge of CCC or the CCC Shareholder infringes or misappropriates any Intellectual Property Right of any other party; and there is no pending or, to the best knowledge of CCC and the CCC Shareholder, threatened claim or litigation contesting the validity, ownership or right to use, sell, license or dispose of any CCC IP Right nor, to the best knowledge of CCC and the CCC Shareholder, is there any basis for any such claim, nor has CCC received any notice asserting that any CCC IP Right or the proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any other party, nor, to the best knowledge of CCC and the CCC Shareholder, is there any basis for any such assertion. To the best knowledge of CCC and the CCC Shareholder, no employee or agent of or consultant to CCC is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, non solicitation agreement or any other contract or agreement, or any restrictive covenant relating to the right of any such employee, agent or consultant to be employed thereby, or to use trade secrets or proprietary information of others, and the employment of such employees or engagement of such agents and consultants does not subject CCC to any liability.
3.13.4 CCC is currently taking reasonable and practicable steps, detailed on Schedule 3.13.4, designed to protect,
preserve and maintain the secrecy and confidentiality of all material CCC IP Rights and all CCC's proprietary rights therein. All officers, employees, agents and consultants of CCC having access to proprietary information have executed and delivered to CCC an agreement regarding the protection of such proprietary information and the assignment of inventions to CCC in the form provided to counsel for AAA and copies of all such agreements, executed by all such persons, have been delivered to AAA's counsel.
3.13.5 Exhibit 3.13 contains a list of all CCC IP Rights and all worldwide applications, registrations, filings and
other formal actions made or taken pursuant to national, provincial and foreign laws by CCC to secure, perfect or protect its interest in CCC IP Rights, including, without limitation, all patents,
patent applications, copyrights (whether or not registered), copyright applications, trademarks, service marks and trade names (whether or not registered) and trademark, service mark and trade name applications. Exhibit 3.13 lists, with respect to each item of CCC IP Rights, the entity (CCC or one of the CCC Subsidiaries) which owns or holds such IP Rights.
3.13.6 As used herein, the term \
intellectual property rights, including, without limitation, patents, patent applications, patent rights, trademarks, trademark applications, trade dress rights, trade names, service marks, service mark applications, copyrights, copyright applications, mask work rights, mask work registrations, franchises, licenses, inventions, trade secrets, know how, customer lists, proprietary processes and formulae, software source and object code, algorithms, architecture, structure, display screens, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including, without limitation, manuals, memoranda and records.
3.14 Compliance with Laws. CCC has complied, and is now and at the Closing Date will be in compliance, in all material
respects, with all applicable national, provincial, or foreign laws, ordinances, regulations, and rules, and all orders, writs, injunctions, awards, judgments, and decrees applicable to CCC or to CCC's assets, properties, and business, except where the failure to so comply would not have a Material Adverse Effect. CCC holds all permits, licenses and approvals from, and has made all filings with, third parties, including government agencies and authorities, that are necessary in connection with CCC's present business, except those where failure to do so would not have a Material Adverse Effect.
3.15 Certain Transactions and Agreements. except as contemplated by this Agreement, none of the officers, directors or
the CCC Shareholder of CCC, nor any member of their immediate families, has any direct or indirect ownership interest in any firm or corporation that competes with, or does business with, or has any contractual arrangement with CCC (except with respect to any interest in less than one percent (1%) of the stock of any corporation whose stock is publicly traded). None of said officers, directors, employees or the CCC Shareholder or any member of their immediate families, is directly or indirectly interested in any contract or informal arrangement with CCC, except for normal compensation for services as an officer, director or employee thereof that have been disclosed to AAA. Except as contemplated by this Agreement, none of said officers, directors, employees or the CCC Shareholder or family members has any interest in any property, real or personal, tangible or intangible (including but not limited to any CCC IP Rights or any other Intellectual Property Rights) that is used in or that pertains to the business of CCC, except for the normal rights of a shareholder.
3.16 Employees.
3.16.1 CCC is in compliance in all material respects with all applicable laws, agreements and contracts relating to
employment, employment practices, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters in each of the jurisdictions in which it conducts business. A list of all employees, officers and consultants of CCC, their title, date of hire, employer entity and current compensation is set forth on Exhibit 3.16.1, which has been delivered to AAA. CCC does not have any employment contracts or consulting agreements currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions), other than as may be required by _________(PLACENAME) law.
3.16.2 CCC (i) has never been and is not now subject to a union organizing effort, (ii) is not subject to any
collective bargaining agreement with respect to any of its employees, (iii) is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, and (iv) does not have any current labor disputes. CCC has good labor relations, and has no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations. As of the date hereof, neither CCC nor the CCC Shareholder has any knowledge that any key employee of CCC intends to leave the employ of CCC.
3.16.3 CCC does not have any \
Income Security Act of 1974, as amended (\has since the enactment of ERISA constituted, a \ERISA. No CCC pension plans are subject to Title IV of ERISA. CCC does not have any employee benefit plans that are subject to statutory regulation under the laws of _________(PLACENAME).
3.16.4 Exhibit 3.16.4 lists each employment, severance or other similar contract, arrangement or policy, each
\ISA (if any) and each plan or arrangement (written or oral) providing for insurance coverage (including any self insured arrangements), workers' benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post retirement insurance, compensation or benefits for employees, consultants or directors which is entered into, maintained or contributed to by CCC and covers any employee or former employee or consultant or former consultant of CCC. Such contracts, plans and arrangements as are described in this Section 3.16.4 are hereinafter collectively referred to as the \The CCC Benefit Arrangement has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all laws, statutes, orders, rules and regulations that are applicable to such CCC Benefit Arrangement. CCC has delivered to AAA and its counsel, DDD LLP, a complete and correct copy and summary description of the CCC Benefit Arrangement.
3.16.5 There has been no amendment to, written interpretation or announcement (whether or not written) by CCC
relating to, or change in employee participation or coverage under, any CCC Benefit Arrangement that would increase materially the expense of maintaining such CCC Benefit Arrangement above the level of the expense incurred in respect thereof for CCC's fiscal year ended _________,_________,_________(M/D/Y).
3.16.6 The group health plans (as defined in Section 4980B(g) of the Code) that benefit employees of CCC are in
compliance, in all material respects, with the continuation coverage requirements of Section 4980B of the Code as such requirements affect CCC and its employees. As of the Closing Date, there will be no material outstanding, uncorrected violations under the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (\Arrangements, covered employees, or qualified beneficiaries that could result in a Material Adverse Effect on CCC, or in a material adverse effect on the business, operations or financial condition of AAA as its successor. CCC has provided, or shall have provided prior to the Closing, to individuals entitled thereto, all required notices and coverage pursuant to Section 4980B of COBRA, with respect to any \(f)(3) of the Code) occurring prior to
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