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$34	Full Doc	2004	Assignment and Consent Agreement Assignment and Consent Agreement (4K) Doc #241506: This document is immediately available for purchase, but does not have a preview available for viewing. 241506	HomeCom HomeCom Communications Inc. ( Software & Programming ) ;	HomeCom HomeCom Communications Inc. ( Software & Programming ) As referenced in this Assignment and Consent Agreement: HomeCom Communications, Inc. – x' day of November, 2003, by and among Joseph Kristul, an individual, and Kristul Group, as assignor (collectively, "Assignor"), Environmental Friendly Materials, GMBH, a German company, as assignee ("Assignee") and HomeCom Communications, Inc. ("Licensor"). Whereas, Assignor is the licensee and Licensor is the licensor under that certain License Agreement (the "License Agreement"), a fully executed copy of which is annexed hereto, as _____________ HOMECOM COMMUNICATIONS, INC. – assignment to Assignee of Assignor's Interest (as hereinabove defined), and (ii) to recognize Assignee as the licensee under the License Agreement as and from the date of this Agreement. HOMECOM COMMUNICATIONS, INC. By: /s/ Michael Sheppard ------------------------------------------- Name/Title: V.P. Lic. Tech. Div. 2 {/TEXT} {/DOCUMENT} _____________ dt 1309177
$32	Preview Full Doc	2001	Opinion and Consent of Counsel Opinion and Consent of Counsel (1K) Doc #1138448: Click preview link for longer preview. OPINION AND CONSENT OF COUNSEL November 15, 2001 CyPost Corporation 1281 West Georgia Street, Ste. 900 Vancouver, British Columbia V6E 3J7 Canada Gentlemen: We have examined the registration statement on Form S-8 of . . . 1138448	CyPost CyPost Corp. ( Software & Programming )
$36	Preview Full Doc	2001	Opinion and Consent of Counsel Opinion and Consent of Counsel (2K) Doc #1163243: Click preview link for longer preview. OPINION AND CONSENT OF COUNSEL February 23, 2001 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc., a Delaware corporation ( . . . 1163243	Synopsys Synopsys, Inc. ( Software & Programming ) As referenced in this Opinion and Consent of Counsel: Synopsys, Inc. – lt;FILENAME>f69877orex5-1.txt <DESCRIPTION>EXHIBIT 5.1 <TEXT> <PAGE> 1 EXHIBIT 5.1 OPINION AND CONSENT OF COUNSEL February 23, 2001 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc., a _____________ Synopsys, Inc. – 1 <TEXT> <PAGE> 1 EXHIBIT 5.1 OPINION AND CONSENT OF COUNSEL February 23, 2001 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc., a Delaware corporation (the "Company"), in connection with the registration on Form _____________ Synopsys, Inc. – 23, 2001 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc. , a Delaware corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 500,000 shares _____________ Synopsys, Inc. – implication or otherwise, as to any other matters relating to the Company, the 1998 Plan or the Shares. Very truly yours, /s/ ROGER KLEIN ---------------------------------------- Roger M. Klein Deputy General Counsel Synopsys, Inc. </TEXT> </DOCUMENT> _____________ dt 1788324 ;	Synopsys Synopsys, Inc. ( Software & Programming ) As referenced in this Opinion and Consent of Counsel: Synopsys, Inc. – lt;FILENAME>f69877orex5-1.txt <DESCRIPTION>EXHIBIT 5.1 <TEXT> <PAGE> 1 EXHIBIT 5.1 OPINION AND CONSENT OF COUNSEL February 23, 2001 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc., a _____________ Synopsys, Inc. – 1 <TEXT> <PAGE> 1 EXHIBIT 5.1 OPINION AND CONSENT OF COUNSEL February 23, 2001 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc., a Delaware corporation (the "Company"), in connection with the registration on Form _____________ Synopsys, Inc. – 23, 2001 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc. , a Delaware corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 500,000 shares _____________ Synopsys, Inc. – implication or otherwise, as to any other matters relating to the Company, the 1998 Plan or the Shares. Very truly yours, /s/ ROGER KLEIN ---------------------------------------- Roger M. Klein Deputy General Counsel Synopsys, Inc. </TEXT> </DOCUMENT> _____________ dt 1788341
$35	Preview Full Doc	2000	Opinion and Consent of Counsel Opinion and Consent of Counsel (3K) Doc #1163264: Click preview link for longer preview. OPINION AND CONSENT OF COUNSEL September 1, 2000 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc., a Delaware corporation ( . . . 1163264	Synopsys Synopsys, Inc. ( Software & Programming ) As referenced in this Opinion and Consent of Counsel: Synopsys, Inc. – 2 <FILENAME>f65183ex5-1.txt <DESCRIPTION>EXHIBIT 5.1 <TEXT> <PAGE> 1 EXHIBIT 5 OPINION AND CONSENT OF COUNSEL September 1, 2000 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc., a _____________ Synopsys, Inc. – 5.1 <TEXT> <PAGE> 1 EXHIBIT 5 OPINION AND CONSENT OF COUNSEL September 1, 2000 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc., a Delaware corporation (the "Company"), in connection with the registration on Form _____________ Synopsys, Inc. – 1, 2000 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc. , a Delaware corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of (i) 33,985 _____________ dt 1788325 ;	Synopsys Synopsys, Inc. ( Software & Programming ) As referenced in this Opinion and Consent of Counsel: Synopsys, Inc. – 2 <FILENAME>f65183ex5-1.txt <DESCRIPTION>EXHIBIT 5.1 <TEXT> <PAGE> 1 EXHIBIT 5 OPINION AND CONSENT OF COUNSEL September 1, 2000 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc., a _____________ Synopsys, Inc. – 5.1 <TEXT> <PAGE> 1 EXHIBIT 5 OPINION AND CONSENT OF COUNSEL September 1, 2000 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc., a Delaware corporation (the "Company"), in connection with the registration on Form _____________ Synopsys, Inc. – 1, 2000 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc. , a Delaware corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of (i) 33,985 _____________ dt 1788342
$45	Preview Full Doc	2003	Consent and Agreement Consent and Agreement (72K) Doc #1172614: Click preview link for longer preview. CONSENT AND AGREEMENT THIS CONSENT AND AGREEMENT (this "Agreement") is entered into as of January 8, 2003, by and among KPCB Holdings, Inc., as nominee, a Delaware corporation (the "KPCB"), Asera, Inc., a Delaware corporation ("Asera"), Sherwood Partners, Inc., a California corporation ("Sherwood"), solely in its capacity as assignee for the benefit of creditors of Asera, SEEC, Inc., a Pennsylvania corporation (the "Buyer"). RECITALS . . . 1172614	Comdisco Holding Comdisco Holding Co. Inc. ( Rental & Leasing ) As referenced in this Consent and Agreement: Comdisco – shall have received from Asera or the Buyer, as the case may be, an executed counterpart signature page to this Agreement from each other party hereto; and (C) each of Comdisco (as defined in the Asset Purchase Agreement) and the Syndicate (as defined in the Asset Purchase Agreement) shall have entered into loan assumption agreements with the Assignee and the _____________ dt 1551755 ; SEEC SEEC, Inc. ( Software & Programming ) As referenced in this Consent and Agreement: SEEC, Inc. – Delaware corporation (the "KPCB"), Asera, Inc., a Delaware corporation ("Asera"), Sherwood Partners, Inc., a California corporation ("Sherwood"), solely in its capacity as assignee for the benefit of creditors of Asera, SEEC, Inc. , a Pennsylvania corporation (the "Buyer"). RECITALS WHEREAS, pursuant to that certain Note and Warrant Purchase Agreement dated as of November 15, 2002 (as such may from time to time _____________ SEEC, Inc. – be in writing and may be delivered in person, by telecopy, overnight delivery service or registered or certified United States mail, addressed: 17 <PAGE> If to the Buyer: SEEC, Inc. Park West One, Ste. 200 Cliff Mine Road Pittsburgh, Pennsylvania 15275 Facsimile: 412.893.0415 Attention: Chief Executive Officer With a copy to: Cohen & Grigsby, P.C. 11 _____________ SEEC, INC. – left blank) 19 <PAGE> IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first above written. "KPCB" "BUYER" KPCB HOLDINGS, INC., as nominee, SEEC, INC. , a Pennsylvania corporation a Delaware corporation By: /s/ John A. Denniston By: /s/ Ravindra Koka --------------------------- --------------------------- Name: John A. Denniston Name: Ravindra Koka Title: President Title: President and CEO "SHERWOOD" _____________ dt 1543467 ;	SEEC SEEC, Inc. ( Software & Programming ) As referenced in this Consent and Agreement: SEEC, Inc. – Delaware corporation (the "KPCB"), Asera, Inc., a Delaware corporation ("Asera"), Sherwood Partners, Inc., a California corporation ("Sherwood"), solely in its capacity as assignee for the benefit of creditors of Asera, SEEC, Inc. , a Pennsylvania corporation (the "Buyer"). RECITALS WHEREAS, pursuant to that certain Note and Warrant Purchase Agreement dated as of November 15, 2002 (as such may from time to time _____________ SEEC, Inc. – be in writing and may be delivered in person, by telecopy, overnight delivery service or registered or certified United States mail, addressed: 17 <PAGE> If to the Buyer: SEEC, Inc. Park West One, Ste. 200 Cliff Mine Road Pittsburgh, Pennsylvania 15275 Facsimile: 412.893.0415 Attention: Chief Executive Officer With a copy to: Cohen & Grigsby, P.C. 11 _____________ SEEC, INC. – left blank) 19 <PAGE> IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first above written. "KPCB" "BUYER" KPCB HOLDINGS, INC., as nominee, SEEC, INC. , a Pennsylvania corporation a Delaware corporation By: /s/ John A. Denniston By: /s/ Ravindra Koka --------------------------- --------------------------- Name: John A. Denniston Name: Ravindra Koka Title: President Title: President and CEO "SHERWOOD" _____________ dt 1543482
$40	Preview Full Doc	2004	Loan Modification and Consent Agreement Loan Modification and Consent Agreement (19K) Doc #1391960: Click preview link for longer preview. LOAN MODIFICATION AND CONSENT AGREEMENT This Loan Modification and Consent Agreement is entered into as of December __, 2004 by and among Roxio, Inc. ("Roxio") whose address is 9044 Melrose Avenue, Los Angeles, California, 90069, Napster, LLC ("Napster", and together with Roxio, "Borrower") whose address is 9044 Melrose Avenue, Los Angeles, California 90069, and Silicon Valley Bank ("Bank") whose address is 3003 Tasman Drive, Santa Clara, California 95054. A. Among other indebtedness which may be owing by Borrower . . . 1391960	Napster Napster Inc ; Roxio Roxio, Inc. ( Software & Programming ) As referenced in this Loan Modification and Consent Agreement: Roxio, Inc. – ex10_2.txt <TEXT> Exhibit 10.2 LOAN MODIFICATION AND CONSENT AGREEMENT This Loan Modification and Consent Agreement is entered into as of December __, 2004 by and among Roxio, Inc. ("Roxio") whose address is 9044 Melrose Avenue, Los Angeles, California, 90069, Napster, LLC ("Napster", and together with Roxio, "Borrower") whose address is 9044 Melrose Avenue, Los Angeles, California 90069, _____________ Roxio, Inc – covenants as of any date. 4. CONSENT TO SALE OF ASSETS. Subject to the terms and conditions contained herein, Bank hereby consents to the sale of the Acquired Assets by Roxio, Inc to Sonic Solutions pursuant to the Purchase Agreement. 5. RELEASE OF SECURITY INTEREST IN ASSETS TO BE SOLD. Subject to the terms and conditions contained herein, Bank hereby consents to _____________ ROXIO, INC. – and Napster with respect to the transactions described herein. [signatures on following page] 4 <PAGE> This Agreement is executed as of the date first written above. BORROWER: BANK: ROXIO, INC. SILICON VALLEY BANK By: By: ---------------------------- --------------------------- Name: Name: -------------------------- ------------------------- Title: Title: ------------------------- ------------------------ NAPSTER, LLC By: , ---------------------------- Manager/Member By: ---------------------------- Name: -------------------------- Title: ------------------------- 5 <PAGE> EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK _____________ ROXIO, INC. – Title: Title: ------------------------- ------------------------ NAPSTER, LLC By: , ---------------------------- Manager/Member By: ---------------------------- Name: -------------------------- Title: ------------------------- 5 <PAGE> EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, CA 95054 FROM: ROXIO, INC. and NAPSTER, LLC The undersigned authorized officer of ROXIO, INC. and NAPSTER, LLC (together "Borrower") certifies that under the terms and conditions of the Loan and Security Agreement between _____________ ROXIO, INC. – 5 <PAGE> EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, CA 95054 FROM: ROXIO, INC. and NAPSTER, LLC The undersigned authorized officer of ROXIO, INC. and NAPSTER, LLC (together "Borrower") certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the "Agreement"), (i) Borrower is in complete _____________ dt 1369019 ; Roxio Roxio, Inc. ( Software & Programming ) As referenced in this Loan Modification and Consent Agreement: Roxio, Inc. – ex10_2.txt <TEXT> Exhibit 10.2 LOAN MODIFICATION AND CONSENT AGREEMENT This Loan Modification and Consent Agreement is entered into as of December __, 2004 by and among Roxio, Inc. ("Roxio") whose address is 9044 Melrose Avenue, Los Angeles, California, 90069, Napster, LLC ("Napster", and together with Roxio, "Borrower") whose address is 9044 Melrose Avenue, Los Angeles, California 90069, _____________ Roxio, Inc – covenants as of any date. 4. CONSENT TO SALE OF ASSETS. Subject to the terms and conditions contained herein, Bank hereby consents to the sale of the Acquired Assets by Roxio, Inc to Sonic Solutions pursuant to the Purchase Agreement. 5. RELEASE OF SECURITY INTEREST IN ASSETS TO BE SOLD. Subject to the terms and conditions contained herein, Bank hereby consents to _____________ ROXIO, INC. – and Napster with respect to the transactions described herein. [signatures on following page] 4 <PAGE> This Agreement is executed as of the date first written above. BORROWER: BANK: ROXIO, INC. SILICON VALLEY BANK By: By: ---------------------------- --------------------------- Name: Name: -------------------------- ------------------------- Title: Title: ------------------------- ------------------------ NAPSTER, LLC By: , ---------------------------- Manager/Member By: ---------------------------- Name: -------------------------- Title: ------------------------- 5 <PAGE> EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK _____________ ROXIO, INC. – Title: Title: ------------------------- ------------------------ NAPSTER, LLC By: , ---------------------------- Manager/Member By: ---------------------------- Name: -------------------------- Title: ------------------------- 5 <PAGE> EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, CA 95054 FROM: ROXIO, INC. and NAPSTER, LLC The undersigned authorized officer of ROXIO, INC. and NAPSTER, LLC (together "Borrower") certifies that under the terms and conditions of the Loan and Security Agreement between _____________ ROXIO, INC. – 5 <PAGE> EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, CA 95054 FROM: ROXIO, INC. and NAPSTER, LLC The undersigned authorized officer of ROXIO, INC. and NAPSTER, LLC (together "Borrower") certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the "Agreement"), (i) Borrower is in complete _____________ dt 1369087 ;	SVB Silicon Valley Bank As referenced in this Loan Modification and Consent Agreement: Silicon Valley Bank – Roxio") whose address is 9044 Melrose Avenue, Los Angeles, California, 90069, Napster, LLC ("Napster", and together with Roxio, "Borrower") whose address is 9044 Melrose Avenue, Los Angeles, California 90069, and Silicon Valley Bank ("Bank") whose address is 3003 Tasman Drive, Santa Clara, California 95054. A. Among other indebtedness which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant _____________ SILICON VALLEY BANK – with respect to the transactions described herein. [signatures on following page] 4 <PAGE> This Agreement is executed as of the date first written above. BORROWER: BANK: ROXIO, INC. SILICON VALLEY BANK By: By: ---------------------------- --------------------------- Name: Name: -------------------------- ------------------------- Title: Title: ------------------------- ------------------------ NAPSTER, LLC By: , ---------------------------- Manager/Member By: ---------------------------- Name: -------------------------- Title: ------------------------- 5 <PAGE> EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 3003 Tasman Drive _____________ SILICON VALLEY BANK – BORROWER: BANK: ROXIO, INC. SILICON VALLEY BANK By: By: ---------------------------- --------------------------- Name: Name: -------------------------- ------------------------- Title: Title: ------------------------- ------------------------ NAPSTER, LLC By: , ---------------------------- Manager/Member By: ---------------------------- Name: -------------------------- Title: ------------------------- 5 <PAGE> EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, CA 95054 FROM: ROXIO, INC. and NAPSTER, LLC The undersigned authorized officer of ROXIO, INC. and NAPSTER, LLC (together "Borrower") certifies that under the _____________ dt 1392321 ; Sonic Solutions Sonic Solutions ( Computer Networks ) As referenced in this Loan Modification and Consent Agreement: Sonic Solutions – of the Revolving Facility to December 15, 2006, (ii) add Napster, LLC as a co-Borrower under the Loan Agreement, (iii) consent to the sale of assets by Roxio to Sonic Solutions pursuant to that certain Asset Purchase Agreement to be entered into between Roxio and Sonic Solutions (which Asset Purchase Agreement, in the form provided to Bank as of the date _____________ Sonic Solutions – under the Loan Agreement, (iii) consent to the sale of assets by Roxio to Sonic Solutions pursuant to that certain Asset Purchase Agreement to be entered into between Roxio and Sonic Solutions (which Asset Purchase Agreement, in the form provided to Bank as of the date hereof is hereinafter referred to as the "Purchase Agreement"), (iv) release Bank's security interest _____________ Sonic Solutions – provided to Bank as of the date hereof is hereinafter referred to as the "Purchase Agreement"), (iv) release Bank's security interest in all assets being sold by Roxio to Sonic Solutions pursuant to the Purchase Agreement, and (v) make such other changes to the Loan Agreement all as more fully set forth herein, D. Defined terms used but not otherwise defined _____________ Sonic Solutions – any date. 4. CONSENT TO SALE OF ASSETS. Subject to the terms and conditions contained herein, Bank hereby consents to the sale of the Acquired Assets by Roxio, Inc to Sonic Solutions pursuant to the Purchase Agreement. 5. RELEASE OF SECURITY INTEREST IN ASSETS TO BE SOLD. Subject to the terms and conditions contained herein, Bank hereby consents to the release of _____________ Sonic Solutions – TO BE SOLD. Subject to the terms and conditions contained herein, Bank hereby consents to the release of its security interests in the Acquired Assets being sold by Roxio to Sonic Solutions pursuant to the Purchase Agreement. 6. Compliance Certificate. From and after the effective date hereof, Exhibit C (Compliance Certificate) of the Loan Agreement shall be deleted in its entirety and _____________ dt 1455315
$40	Full Doc	2006	Consent Agreement Consent Agreement (8K) Doc #2573316: This document is immediately available for purchase, but does not have a preview available for viewing. 2573316	Artisoft Artisoft, Inc. ( Software & Programming ) ;	Artisoft Artisoft, Inc. ( Software & Programming )

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