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. 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.

Computer Software Assets has the meaning ascribed in Section 2.08 of this Agreement.

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.
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.
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.
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.
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.
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.
All licenses permitting Sellers to use any Intellectual Property, Related Rights, Technical Information or Computer Software Assets are in full force and effect.
All Technical Information in electronic form and Computer Software Assets have been scanned for and cleaned of all computer viruses.
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.

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.