Software and Technology Sample Clauses

Software and Technology. (i) To the knowledge of the Sellers, except as would not, individually or in the aggregate, have a Material Adverse Change of the Purchased Companies, the computer and data processing systems, facilities and services used by any Purchased Company are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of any Purchased Company has been disclosed to a third party. (ii) The Company has not developed any proprietary Software. Section 3.1(y)(i) of the Disclosure Letter sets forth a list of all material third-party Software used in the Business. (iii) Section 3.1(y)(iii) of the Disclosure Letter contains a complete list of all cybersecurity measures and policies each Purchased Company has in place. (iv) Section 3.1(y)(iv) of the Disclosure Letter contains a complete list of business interruption plans of each Purchased Company and a complete list of material interruptions in the technology support of each Purchased Company that have occurred in the past two (2) years and a description of the source and such Purchased Company’s responses to such interruption.

Software and Technology. (i) To the knowledge of Vendors, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change, the computer and data processing systems, facilities and services used by either Purchased Corporation are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of either Purchased Corporation has been disclosed to a third party ("Self-Help Code or Unauthorized Code"). (ii) Section 3.1(v) of the Vendors’ Disclosure Letter sets forth a list of all Software owned by a Purchased Corporation and used by either Purchased Corporation in the Business ("Corporation Software") and all third-party Software contained or embedded in the Corporation Software and a list of all material third-party Software used in the Business. Except as set out in Section 3.1(v) of the Vendors’ Disclosure Letter, none of the Corporation Software incorporates or is comprised of or distributed with any Publicly Available Software in a manner which (i) requires the distribution of source code in connection with the distribution of such software in object code form; (ii) materially limits either Purchased Corporation's freedom to seek full compensation in connection with marketing, licensing, and distributing such applications; or (iii) allows a user to have the right to decompile, disassemble or otherwise reverse engineer the software by its terms and not by operation of applicable Law. Except as set forth in Section 3.1(v) of the Vendors’ Disclosure Letter, at least one of the Purchased Corporations is in actual possession and control of the applicable source code, object code, code writes, notes, documentation, programmers' notes, source code annotations, user manuals and know-how to the extent required for use, distribution, development, enhancement, maintenance and support of each item of material Corporation Software, subject to any licenses granted to third parties therein. Except as set forth in Section 3.1(v)of the Vendors’ Disclosure Letter, to the knowledge of the Vendors, the Corporation Software does not contain any Self-Help Code or Unauthorized Code.

Software and Technology. (i) Schedule 4.2(k)(i) of the Disclosure Letter contains a complete list of software (excluding off-the-shelf software) owned by, licensed to or used by Corporation. To the knowledge of the Silanis Companies, such software does not contain any undisclosed program routine, device or other feature, including viruses, worms, bugs, time locks, Trojan horses or back doors, in each case that is designed to delete, disable, deactivate, interfere with or otherwise harm such software, and any virus or other intentionally created, undocumented contaminant that may, or may be used to, access, modify, delete, damage or disable any hardware, system or data. Corporation is complying and has at all times complied with the terms of use or other license terms of any software (including off-the-shelf software). (ii) Schedule 4.2(k)(ii) sets forth all Public Software used by Corporation in its business or included in, or on which is based, any software or product of Corporation, together with the manner of such use or the identification of such software or product and the license under which such Public Software is used by Corporation.

Software and Technology. 4.17.1 The Company is not a party, either as licensee or licensor of Technology, to any Contract which is material to the Business and any other Contracts under which the Company grants or receives any rights to Technology which is material to the Business. 4.17.2 The Company does not own, hold, license or use any Technology that is material in nature and related to the conduct of the Business.

Software and Technology. Hearst understand and agrees that IV, in performing its obligations hereunder, may incorporate or use IV Tools in connection with the Hosting Services, Production Services and incorporation of the Magazine Sites into the Network. By way of example, IV Tools could include without limitation toolbars for maneuvering between pages, search engines, and Java applets, quiz technology, newsletter templates. In the event any IV Tools are incorporated by IV into or are used IV in connection with any Magazine Site, or any IV Tools are used to manipulate Proprietary Content for distribution on the Magazine Site or through the Network, then IV hereby grants to Hearst during the Term of this Agreement a worldwide, non-exclusive, nontransferable, royalty-free, free right to use the IV Tools on and in connection with the Magazine Sites and as permitted hereunder at Sections 8(a) and (c) hereunder. By way of example, the text (e.g., clues) and page graphics apparent to a viewer of a quiz shall, as between the parties, be Proprietary Content. The underlying graphic template and the application that runs the quiz shall be an IV Tool. However, if Hearst requests IV to create a Hearst Tool, or technology exclusively for Hearst, such application, tool or technology shall be deemed a work made for hire and included within Original Site Content.

Software and Technology. 10.1 If any third party software is separately provided by one party to the other in connection with this Agreement, the party providing the third party software shall provide the License Agreements for review by the receiving party. Upon acceptance, the receiving party is responsible for complying with any supplier license terms and conditions that relate to such software. Neither party shall be responsible for the functionality or performance of third party software. Any third party software License Agreements shall be attached to and made part of this Agreement. Upon termination of the Agreement, all third party software shall be returned to the party that originally provided the software. 10.2 UnitedHealthcare will provide reasonable cooperation and assistance to Gevity as it modifies and enhances its technology systems in order to satisfy its responsibilities under this Agreement.

Software and Technology. Schedule 3.3.24 of the Vendors' Disclosure Letter contains a complete and accurate list of Software owned by, licensed to or used by the Acquired Companies, which constitutes all of the Software necessary for the conduct of the Business as conducted immediately prior to the Pre-Closing Reorganization Effective Time and as of the date hereof. The Acquired Companies have secured, in respect of all licensed Software, the appropriate number of licenses to access and operate the Software based on the number of users thereof at the Acquired Companies, which licenses are in full force and effect and the Acquired Companies are not in default thereunder. To the Knowledge of Vendors, such Software does not contain any undisclosed program routine, device or other feature, including viruses, worms, bugs, time locks, Trojan horses or back doors, in each case that is designed to delete, disable, deactivate, interfere with or otherwise harm such Software, and any virus or other intentionally created, undocumented contaminant that may, or may be used to, access, modify, delete, damage or disable any hardware, system or data.

Software and Technology. (i) To the knowledge of Absolute, Absolute has not incorporated any Software that is subject to any Copyleft License into any Absolute Software, and no Absolute Software is derived from, or used or distributed with any Software that is subject to any Copyleft License, in each case, in a manner that would have a Copyleft Effect on any Absolute Software that Absolute intended to maintain as confidential and proprietary, and except as would not otherwise be material to Absolute and its Subsidiaries taken as a whole. (ii) Except as set forth in Schedule 3.1(s)(ii) of the Absolute Disclosure Letter, to the knowledge of Absolute, the source code of the Absolute Software (A) has not been disclosed or provided by either Absolute or its Subsidiaries to any Person except to Employees and consultants who have had a need to have such information and who are also subject to appropriate obligations of confidentiality; and (B) has not been deposited in escrow or entered into any similar arrangement under which source code may be released to any Person upon the happening of certain events or conditions, in each case, except as would not material to Absolute and its Subsidiaries taken as a whole.

Software and Technology. (i) To the knowledge of Moka, except as would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Change, the computer and data processing systems, facilities and services used by any Moka Corporation are (A) substantially free of any material defects, bugs and errors, and (B) do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials by a Person other than a Moka Corporation wherein any trade secrets, or proprietary information of any Moka Corporation has been disclosed to a third party ("Self-Help Code or Unauthorized Code"); (ii) To the knowledge of Moka, none of the Corporation Software incorporates or is comprised of or distributed with any Publicly Available Software in a manner which (A) requires the distribution of source code in connection with the distribution of such software in object code form; (B) materially limits any Moka Corporation's freedom to seek full compensation in connection with marketing, licensing, and distributing such applications; or (C) allows a user to have the right to decompile, disassemble or otherwise reverse engineer the software by its terms and not by operation of applicable Law. At least one of the Moka Corporations is in actual possession and control of the applicable source code, object code, code writes, notes, documentation, programmers' notes, source code annotations, user manuals and know-how to the extent required for use, distribution, development, enhancement, maintenance and support of each item of material Corporation Software, subject to any licenses granted to third parties therein;