Computer Software Assets definition

Computer Software Assets means all Software, data rights, documentation and associated license, escrow, support and maintenance agreements used in the conduct of the Business.
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Computer Software Assets has the meaning ascribed in Section 2.08 of this Agreement.
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Computer Software Assets. All computer software, data rights, and documentation used in the conduct of the Business as of the date hereof including those described in Schedule 2.08 (the "Computer Software Assets"); provided, that any such software, data rights and documentation that are subject to a license or other agreement shall be deemed Computer Software Assets and included in the Business Assets only if such license or agreement constitutes a Contract and, then, subject to the terms of said license or agreement. As to any such software or rights which are not so transferable by Seller, Seller shall use reasonable efforts to arrange for Buyer to obtain the right to use that software or those rights, and Buyer shall reasonably assist Seller's efforts. Except as otherwise explicitly set forth herein, the transfer of any Computer Software Assets shall not be a condition of closing. Buyer shall be responsible for any fees or royalty payments required to obtain such right, and Seller shall not be required to incur or bear any cost or expense in order for Buyer to obtain such right.
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Examples of Computer Software Assets in a sentence

  • Schedule 4.14 contains a true and complete list of all Intellectual Property, Technical Information and Computer Software Assets necessary to carry on the Business as currently conducted or as currently proposed to be conducted.

  • All licenses permitting the Company to use any Intellectual Property, Technical Information or Computer Software Assets are in full force and effect and the terms of such licenses do not provide that they may be terminated or restricted as a result of the execution of this Agreement or the consummation of the transactions contemplated herein.

  • To Seller's Knowledge, all licenses permitting Seller to use any Intellectual Property, Technical Information or Computer Software Assets are in full force and effect and the terms of such licenses do not provide that they may be terminated or restricted as a result of the execution of this Agreement or the consummation of the transactions contemplated herein.

  • The Intellectual Property, Technical Information and Computer Software Assets include all intellectual property and proprietary rights necessary or desirable to carry on the Business as currently conducted by Seller.

  • Company has no Technical Information, Computer Software Assets, or Intellectual Property that it asserts ownership of, but rights in which it has given to any Governmental Authority or others.

  • All licenses permitting Seller to use any Intellectual Property, Technical Information or Computer Software Assets are in full force and effect, and, assuming the necessary consents are obtained from the Licensors as required by the terms of the license, the terms of such licenses do not provide that they may be terminated or restricted as a result of the execution of this Agreement or the consummation of the transactions contemplated herein.

  • The Intellectual Property, Related --------------------- Rights, Technical Information and Computer Software Assets include all intellectual property and proprietary rights that are necessary to operate the Business as currently conducted by Sellers.

  • After the Closing Buyer shall permit Seller and its Affiliate, Kao Infosystems U.K. Limited, reasonable access to and the right to use Computer Software Assets to the extent needed by Seller in the period it winds up and concludes its affairs concerning the Company or needed by such Affiliate pending transition to an alternate system under new ownership.

  • Sellers own all Intellectual Property, Related Rights, Technical Information and Computer Software Assets, including the lawful right to use same, and no material rights under any patent, trade secret or other proprietary information or computer software license known to Sellers, is required in order to conduct the Business as currently conducted or to manufacture and sell any product manufactured and sold by the Business.

  • All Technical Information in electronic form and Computer Software Assets have been scanned for and cleaned of all computer viruses.


More Definitions of Computer Software Assets

Computer Software Assets means all computer software (which term shall be deemed to include all source codes), data rights, documentation and associated license, escrow, support, maintenance and software development agreements, used in the conduct of the Business, including, without limitation to, those described in Section 4.4(e) of the Sellers’ Disclosure Schedule.
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Related to Computer Software Assets

  • Computer software means computer programs, source code, source code listings, object code listings, design details, algorithms, processes, flow charts, formulae, and related material that would enable the software to be reproduced, recreated, or recompiled. Computer software does not include computer databases or computer software documentation.

  • Computer Hardware and Software means all of each Loan Party’s and each of its Subsidiary’s rights (including rights as licensee and lessee) with respect to (a) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (b) all software and all software programs designed for use on the computers and electronic data processing hardware described in clause (a) above, including all operating system software, utilities and application programs in whatsoever form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (c) any firmware associated with any of the foregoing; and (d) any documentation for hardware, software and firmware described in clauses (a), (b) and (c) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes.

  • Business Software means with respect to a Licensor, all Software to the extent Controlled by such Licensor or any of its Affiliates as of the Effective Date, which Software is reasonably required as of the Effective Date for the conduct of (i) the Agriculture Business if the Licensee is AgCo, including as listed on section (i) of Schedule Q, or (ii) the Materials Science Business if the Licensee is MatCo, including as listed on section (ii) of Schedule Q, in each case (in respect of the foregoing (i) and (ii)), only if and to the extent such Licensee and its Affiliates have not been granted a license or other rights to use such Software under the Separation Agreement or any other Ancillary Agreement. Notwithstanding the foregoing, Business Software expressly excludes any and all Excluded IP.

  • Restricted computer software means computer software developed at private expense and that is a trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer software, including minor modifications of the computer software.

  • Computer software documentation means owner's manuals, user's manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software.

  • Computer Systems means computers and associated input and output devices, data storage devices, networking equipment, and back up facilities:

  • Computer System means a computer and all input, output, processing, storage, off-line media libraries, and communication facilities which are connected to the computer and which are under the control and supervision of the operating system(s) or application(s) software used by the ASSURED.

  • Customer Software means software which is owned by or licensed to the Customer;

  • Commercial computer software means software developed or regularly used for non-governmental purposes which—

  • Computer database or “database” means a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software.

  • Computer Hardware means any computer hardware, equipment and peripherals of any kind and of any platform, including desktop and laptop personal computers, handheld computerized devices, servers, mid-range and mainframe computers, process control and distributed control systems, and all network and other communications and telecommunications equipment.

  • Company Software means Software owned or purported to be owned by or developed by or for the Company or any Company Subsidiary.

  • Owned Software means all computer, software or firmware programs, modules or libraries owned or purported to be owned by the Company or any of its Subsidiaries.

  • Computer Equipment means Covered Property that is electronic computer or other data processing equipment, including peripherals used in conjunction with such equipment, and electronic media and records.

  • Covered Computer System means any Computer System as to which the Insured has possession, custody and control.

  • Supplier Software means software which is proprietary to the Supplier and software which is or will be used by the Supplier for the purposes of providing the Services;

  • Developed Software means software specifically designed for the Principal under the Contract. Depending how advanced its development is, it may be either a Product or a Service or both.

  • Server Software means software that provides services or functionality on a computer acting as a server.

  • computer data means any representation of facts, information or concepts in a form suitable for processing in a computer system, including a program suitable to cause a computer system to perform a function;

  • Noncommercial computer software means software that does not qualify as commercial computer software under paragraph (a)(1) of this clause.

  • System Software means Software that provides the operating and management instructions for the underlying hardware and other components, and is identified as such in Appendix 4 of the Contract Agreement and such other Software as the parties may agree in writing to be Systems Software. Such System Software includes, but is not restricted to, micro-code embedded in hardware (i.e., “firmware”), operating systems, communications, system and network management, and utility software.

  • Embedded Software means one or more software applications which permanently reside on a computing device.

  • Licensed Software includes error corrections, upgrades, enhancements or new releases, and any deliverables due under a maintenance or service contract (e.g., patches, fixes, PTFs, programs, code or data conversion, or custom programming).