Key Software definition
Examples of Key Software in a sentence
Section 3.22 of the Disclosure Schedule contains a list of all material approvals or consents relating to the Business which are required to be given to or obtained by Seller from any Person in connection with the consummation of the transactions contemplated by this Agreement, it being acknowledged that the consents related to the continued use of the Key Software Licenses shall be deemed material.
Purchaser shall have obtained the right to assume and assign, or otherwise obtained consent of the applicable licensors with respect to, the Key Software Licenses so as to assure the continued availability of such licensed software to Purchaser from and after the Closing on terms and conditions reasonably acceptable to Purchaser.
Key Software Enterprise (KSE) status is subject to review by the relevant authorities every year and the timing of annual review and notification by the relevant authorities may vary from year to year.
Neither Corel nor any Subsidiary has directly or indirectly granted to any person any rights or interests in the source code of the Key Software Programs or any other Proprietary Software that is currently marketed, other than third-party developers who have the right to use that source code in the performance of their development in the ordinary course.
The Corporation has not directly or indirectly granted to any person any rights or interests in the source code of the Key Software Programs or any Proprietary Software.
No person other than the Corporation has the right to make modifications to, enhancements to or derivative works based upon the Key Software Programs or upon any Proprietary Software.
Otherwise than in the ordinary course of business, no person other than Corel or any Subsidiary has the right to make modifications to, enhancements to or derivative works based upon the Key Software Programs or upon any other Proprietary Software.
The Required Lenders hereby waive any Default or Event of Default that may have occurred as a result of the transfer of the Key Software Programs to Corel Technologies Corp.
Subject to any rights a customer has in respect of the Corel Modifications by virtue of the inclusion thereof in the Key Software Programs, Designer or Proprietary Software, no person other than Corel or a Subsidiary has any right or interest of any kind or nature in or to any Corel Modifications.
In the event that, for any reason, Seller's right, title and interest in all or any of the software license agreements set forth on Schedule 3.2 hereof under the heading "Key Software Agreements" are not assigned to Buyer at the Closing, the Purchase Price shall be reduced by an amount equal to the value of all such non-transferred Assets as set forth on Schedule 3.2 hereof.