Computer Software and Databases Clause Samples

Computer Software and Databases. ▇▇▇▇ will procure all required software and may engage a private firm or firms selected by the project Steering Committee to provide technical support and maintain computer software and databases at the Operation Green Light Traffic Operations Center. MARC staff shall be responsible for providing day-to-day maintenance of the computer software and databases including but not limited to data entry, backups, upgrades, etc., at the Operation Green Light Traffic Operations Center.

Computer Software and Databases. Schedule 3.17(a) identifies all Computer Software and Databases owned, licensed, leased, internally developed, or otherwise used in connection with the Business ("Seller's Computer Software and Databases") which are to be purchased by Buyer. Seller has all Computer Software and Databases that are necessary to conduct Seller's business as presently conducted by Seller and all documentation relating to all such Computer Software and Databases. Schedule 3.17(b) identifies each Person to whom Seller, in the last two (2) years, has sold, licensed, leased, or otherwise transferred or granted any interest or rights to any of Seller's Computer Software and Databases and the date of each such sale, license, lease, or other transfer or grant.

Computer Software and Databases. To the extent they are transferable, all computer software, applications and databases owned, licensed, leased, internally developed or otherwise used by Lessor in the operation of the Hospital.

Computer Software and Databases. Schedule 2.15 identifies all Material Computer Software and Databases owned, licensed, leased, internally developed or otherwise used in connection with the Business. The Company and each of the Subsidiaries have use of or the ability to freely acquire, without substantial costs to the Company or any of the Subsidiaries for such acquisition, all Computer Software and Databases that are necessary to conduct the Business as presently conducted by the Company and each of the Subsidiaries and all documentation relating to all such Material Computer Software and Databases. Such Computer Software and Databases perform in all Material respects in accordance with the documentation related thereto or used in connection therewith and are free of Material defects in programming and operation. The Company has previously delivered to Purchaser complete and accurate copies of all documents (other than the WEAU Agreement) relating to the sale, license, lease or other transfer or grant of Material Computer Software and Databases by the Company or any of its Subsidiaries since January 1, 1996.

Computer Software and Databases. Schedule 3.13 identifies all Material Computer Software and Databases owned, licensed, leased, internally developed or otherwise used in connection with the Business. Each of the Sellers has use of or the ability to freely acquire, without substantial costs to the Sellers for such acquisition, all Computer Software and Databases that are necessary to conduct the Business as presently conducted by the Sellers and all documentation relating to all such Material Computer Software and Databases. Such Computer Software and Databases perform in all Material respects in accordance with the documentation related thereto or used in connection therewith and are free of Material defects in programming and operation. Each of the Sellers has previously made available to Purchaser complete and accurate copies of all documents relating to the sale, license, lease or other transfer or grant of Material Computer Software and Databases by the Sellers since January 1, 1996.

Computer Software and Databases. The Company owns or has the right to use pursuant to valid and existing licenses all of the material computer software and databases necessary for the conduct of its business as presently conducted ("Computer Software and Databases"). The Company has undertaken a program to determine that the Computer Software and Databases, and all computer hardware used by the Company and its subsidiaries, will process dates correctly prior to, during, and after the calendar year 2000, including but not limited to century recognition and calculations that accommodate same century and multi-century formulas, date values, and interface values and that reflect century changes ("Year 2000 Compliant"). The Company believes that it has taken reasonable steps to determine that its vendors, customers and other Persons with whom it does a material amount of business are Year 2000 Compliant.

Computer Software and Databases. Schedule 2.16 contains a list of all Computer Software and Databases (except for off-the-shelf Computer Software) owned by, licensed to, or used by, the Company, and sets forth as to each such item (i) whether such item is owned by the Company or licensed by another Person to the Company and (ii) if licensed (A) whether such License is paid-up or is subject to a royalty or fee and (B) the duration of such License. The Company has sufficient rights in all Computer Software and Databases that are necessary to enable the Company to conduct its business as currently conducted. To Seller's Knowledge, the Company's continued use of its Computer Software and the Databases after the Closing will not violate the rights of any other Person, and the Company has not received any communication from any Third Party alleging such a violation during the past three years. The Company has not sold, licensed, leased or otherwise transferred or granted any interest in or rights to any of the Computer Software and Databases.

Computer Software and Databases. Schedule 1.1(a)(ii) lists and identifies by category all of the computer software programs and databases material to the Business (other than off-the-shelf software) which are owned, licensed, leased or otherwise used by Systems Chemistry in connection with the Business as currently conducted, whether purchased, licensed, leased or internally developed. To the best knowledge of Seller, Systems Chemistry has, or will have as of the Closing, such ownership of or such rights by license, lease or other agreement to such scheduled computer programs and databases as are necessary to permit Systems Chemistry to conduct its operations as currently conducted, except as set forth in Schedule 1.1(a)(ii).

Computer Software and Databases. Section 5.31 of the Disclosure Schedule identifies all computer software and databases owned, licensed, leased, internally developed or otherwise used in connection with the Business. Each Company has all computer software and databases that are necessary to conduct the Business as currently conducted and all documentation relating to such computer software in all material respects and databases. Each Company's computer software and databases perform in accordance with the documentation relating thereto or used in connection therewith. The relevant Company owns all right, title and interest in and to all computer software and databases designated on Section 5.31 of the Disclosure Schedule as owned or internally developed by such Company ("Proprietary Software"). To the knowledge of Sellers, no impediment exists to the Companies' exclusive ownership and use of any Proprietary Software. To the knowledge of Sellers, no other person, corporation, partnership, joint venture, organization, association or entity owns any interest in or uses in any way any of the Proprietary Software. None of the Proprietary Software is involved in, or the subject of, any pending, or to the knowledge of Sellers, threatened, action, suit or proceeding or has otherwise been challenged in any way. To the knowledge of Sellers, the ownership or use by the Companies of the Proprietary Software does not breach any license or other contractual obligation between either Company and any other person, firm, corporation or entity. To the knowledge of Sellers, neither the ownership or use by the Companies of the Proprietary Software infringes upon or conflicts with any patent, trademark, trade name, service mark, copyright, privilege, franchise, immunity, trade ▇▇▇ret or right of any other person, firm, corporation or entity.