Technology Assets Clause Samples

Technology Assets. 7.1 The Parties acknowledge that there may be certain: (a) end user computer devices used exclusively (in whole, not in part) by any employee of a Target Group Company; and (b) network assets and servers used exclusively (in whole, not in part) by a Target Group Company, in each case which are both (i) wholly owned, on Closing, by the Seller or a member of the Seller’s Group and (ii) not used in connection with any business or activities of the Seller’s Group (the Transferrable IT). 7.2 If the Seller or the Purchaser becomes aware of any Transferrable IT during the six month period immediately following Closing, the Seller or the Purchaser shall promptly give written notice to the other Party setting out the details of the Transferrable IT (a Transfer Notice). 7.3 Within 10 Business Days after the Transfer Notice, the Purchaser shall have the right, by way of written notice to the Seller, to request for a transfer of the Transferrable IT set out in the Transfer Notice from the Seller’s Group to a Target Group Company, provided the Purchaser undertakes to the Seller and each member of the Seller’s Group that it shall, with effect from the date of transfer of such Transferrable IT, assume (or procure a Target Group Company assumes) responsibility for and pay, satisfy, perform or discharge when due all duties, liabilities and obligations relating to the Transferrable IT, whether actual or contingent.

Technology Assets. The Technology Assets operate and perform in all material respects (i) in accordance with their documentation and functional specifications; and (ii) as necessary for the performance, use and exploitation of the MyPRS Assay. To the knowledge of Seller, the Technology Assets that are under the control of the Seller have not materially malfunctioned or failed within the past 12 months (or, if developed within that period, since completion of development) and do not contain any viruses, worms, Trojan horses, bugs, faults, or other devices, errors or contaminants that (i) significantly disrupt or adversely affect the functionality of any Technology Assets or other software or systems, or (ii) enable or assist any person to access without authorization any Technology Assets. Except as set forth on Schedule 3.11, no open source code, public source code, freeware or shareware is included in, integrated or bundled with, or otherwise necessary for the use of any Technology Assets. Seller has established and maintained safeguards within the past 12 months against the material destruction, loss or alteration of any data included within the Technology Assets. All such data has been collected and used in accordance with applicable law in all material respects and Seller’s privacy policies and contractual commitments and the transaction contemplated hereunder will not require the consent of or notice to any third party with respect to the transfer of such data to or use of the data by Buyer.

Technology Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller will sell and transfer the Technology Assets to Buyer or Buyer's designee, and Buyer or Buyer' designee will purchase the Technology Assets from Seller.

Technology Assets all laptops, computers and computer equipment and accessories and hardware and software used or held for use by the Seller in or in connection with the Business and all rights, privileges, licenses and entitlements to use that property in the same manner as are and have been used by the Seller (the “Technology Assets”);

Technology Assets. The Technology Assets, including all of the intangible and intellectual property of Seller related to the Technology Assets or otherwise related to the Business, and specifically including the Software and Trade Secrets, the URLs, and all rights to file applications for registration of Trademarks, Trade Names, Services Marks, Copyrights and Patents relating to the Technology Assets.

Technology Assets. ▇▇▇▇▇▇▇ ▇▇▇▇ has exclusive legal right and title to the Technology Assets, which are comprised of the following:

Technology Assets. The following technology-related assets owned or controlled by Seller and transferred to Buyer pursuant to the Asset Purchase Agreement:

Technology Assets. The "Purchased Assets" as defined in the Technology Purchase Agreement of even date herewith among Seller, the Sole Shareholder and Founding Partners (the "Technology Purchase Agreement").