Computer Software and Intellectual Property Sample Clauses

Computer Software and Intellectual Property. (a) Sellers have set forth on Schedule 3.06(A) hereto a true and complete listing of all computer software programs which are owned or licensed by Sellers and are reasonably material to the conduct of the Business. Schedule 3.06(A) hereto also sets forth whether each such computer software program is: (i) owned by Sellers (the "Owned Software"); or (ii) licensed by Sellers from a third party (the "Licensed Software"). Except as set forth on Schedule 3.06(A), Sellers have: (i) the right to use all Owned Software, free and clear of any royalty or other similar payment obligations, claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance of any kind, except for any such claims, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect; and (ii) the right to use the Licensed Software, which right, to the Knowledge of Sellers, is free and clear of claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance of any kind, except for (x) any such claims, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect, or (y) such costs, charges, fees or other payments required under the terms of the licenses, contracts or agreements governing the Licensed Software.
Sample 1Sample 2
AutoNDA by SimpleDocs
Computer Software and Intellectual Property. (a) Company Software Products. Schedule 4.22(a) contains a list ------------------------- of all Company Software Products.
Sample 1Sample 2
Computer Software and Intellectual Property. (a) Seller has set forth on Schedule 3.06(A) hereto a true and complete listing, to the knowledge of the Seller Key People, of all computer software programs used principally in the conduct of the Business. Schedule 3.06(A) hereto also sets forth whether each such computer software program is (i) owned by Seller (the "Owned Principally Used Software") or (ii) licensed by Seller from a third party (the "Licensed Principally Used Software"). Seller has set forth on Schedule 3.06(B) hereto a true and complete listing, to the knowledge of the Seller Key People, of all computer software programs used generally in the conduct of the Seller's businesses as well as in the conduct of the Business. Schedule 3.06(B) hereto also sets forth whether each such computer software program is (i) owned by Seller (the "Owned Generally Used Software") or (ii) licensed by Seller from a third party (the "Licensed Generally Used Software"). Seller has, and on the Closing Date Purchaser or LLANY, as applicable, will have the right to use all Owned Principally Used Software, free and clear of any royalty or other similar payment obligations, claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance of any kind other than the License Agreement, except for any such claims, liens, charges or encumbrances that would not, individually or in the aggregate, have a material adverse effect on the Business. Seller has, and immediately prior to the Closing will have, the right to use the Licensed Principally Used Software, free and clear of claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance of any kind, except for any such claims, liens, charges or encumbrances that would not, individually or in the aggregate, have a material adverse effect on the Business. Seller is not in conflict with or violation or infringement of, nor, to the knowledge of the Seller Key People, has Seller received any notice of any such conflict with, or violation or infringement of, any asserted rights of any other Person with respect to any Owned Principally Used Software or Licensed Principally Used Software, except for any such conflicts, violations or infringements that would not, individually or in the aggregate, have a material adverse effect on the Business.
Sample 1
Computer Software and Intellectual Property. (a) Each Seller has set forth on Schedule 3.06(a) hereto a true and complete listing of all material computer software programs used in the conduct of the Business. Such computer software program is either (i) owned by the Seller (the "Owned Software") or (ii) licensed by the Seller from a third party (the "Licensed Software"). Each Seller has the right to use all Owned and Licensed Software as currently used in the Business, and to grant to Purchaser the rights and licenses to the Owned Software as are set forth in the Software License Agreement free and clear of any royalty or other similar payment obligations, claims of infringement or alleged infringement or other lien, charge, claim or other encumbrance of any kind, except for any such claims, liens, charges or encumbrances that would not, individually or in the aggregate, have a material adverse effect on the Business. Each Seller's use of the Owned Software and the Licensed Software is not in conflict with or violation or infringement of, nor, to the knowledge of the Seller Key People, has any Seller received any notice of any such conflict with, or violation or infringement of, any asserted rights of any other Person, except for any such conflicts, violations or infringements that would not, individually or in the aggregate, have a material adverse effect on the Business. Sellers represent that all Coinsured Contracts are on the LifeComm/CORE Computer System.
Sample 1
Computer Software and Intellectual Property. 25 3.07. Brokerage and Financial Advisers . . . . . . . . . . .26 3.08.
Sample 1
Computer Software and Intellectual Property 
Sample 1Sample 2Sample 3

Related to Computer Software and Intellectual Property

  • Technology and Intellectual Property (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.”

  • Intellectual Property; Software (a) Schedule 4.12 contains a list and description (showing in each case any product, device, process, service, business or publication covered thereby, the registered or other owner, expiration date and number, if any) of all Copyrights, Patent Rights and Trademarks owned by, licensed to or used by the Company.

  • Computer Software All computer applications software, owned or licensed, whether for general business usage (e.g., accounting, word processing, graphics, spreadsheet analysis, etc.), or specific, unique-to-the-business usage, and all computer operating, security or programming software, owned or licensed by Seller and used in the operation of the Business; and

  • Background Intellectual Property The Recipient must own the Background Intellectual Property or hold sufficient Background Intellectual Property Rights to permit the Project to be carried out and the Project Intellectual Property to be exploited by the Recipient.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • License for Use of Software and Other Intellectual Property Unless expressly prohibited by the licensor thereof or any provision of applicable law, if any, the Borrower hereby grants to the Administrative Agent on behalf of the Secured Parties a limited license to use, without charge, the Borrower’s and the Servicer’s computer programs, software, printouts and other computer materials, technical knowledge or processes, data bases, materials, trademarks, registered trademarks, trademark applications, service marks, registered service marks, service xxxx applications, patents, patent applications, trade names, rights of use of any name, labels, fictitious names, inventions, designs, trade secrets, goodwill, registrations, copyrights, copyright applications, permits, licenses, franchises, customer lists, credit files, correspondence, and advertising materials or any property of a similar nature, as it pertains to the Borrower Collateral, or any rights to any of the foregoing, only as reasonably required in connection with the collection of the Transferred Receivables and the advertising for sale, and selling any of the Borrower Collateral, or exercising of any other remedies hereto, and the Borrower agrees that its rights under all licenses and franchise agreements shall inure to the Administrative Agent’s benefit (on behalf of the Secured Parties) for purposes of the license granted herein. Except upon the occurrence and during the continuation of a Termination Event, the Administrative Agent and the Lenders agree not to use any such license without giving the Borrower prior written notice.

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

Time is Money Join Law Insider Premium to draft better contracts faster.