Licensed Computer Programs definition
Examples of Licensed Computer Programs in a sentence
Other than the assets and services identified on Schedule 2.06, the Transferred Assets, Seller Real Property Leases and Licensed Computer Programs (together with the assets, properties, rights and privileges of the Purchased Companies) include all the assets, properties, rights and privileges necessary to permit Purchaser to conduct, in all material respects, the Business in the same manner as the Business has been conducted prior to the date hereof.
Provided Sellers’ representations are true and accurate, Sellers’ sole obligations to the Purchased Companies with respect to the Licensed Computer Programs shall be those described in this Section 5.11.
The use of the Owned Principally-Used Computer Programs and the Owned Generally-Used Computer Programs, and to the Knowledge of Sellers, the use of the Licensed Computer Programs in the conduct of the Business does not infringe upon or otherwise violate the rights of any Person.
Upon such termination, CUSTOMER shall deliver to the Vendor all material furnished by the Vendor pertaining to the Licensed Computer Programs, and shall warrant in writing that all copies thereof have been returned to the Vendor or destroyed.
Those Licensed Computer Programs for which sufficient consents have been obtained by Sellers to assign the licenses for such Licensed Computer Programs are hereby duly assigned to Purchaser and shall be termed herein "Assumed Computer Programs" and are set forth on Schedule 4 hereto.
Seller and its Affiliates (including the Companies) have not received any written notice that the use in the Business of the Owned Principally Used Computer Programs, the Owned Generally Used Computer Programs, the Embedded Computer Programs, the Licensed Computer Programs or the Shrink Wrap Computer Programs infringes upon or otherwise violate the rights of any Person.
CUSTOMER shall take all reasonable steps necessary to ensure that the Licensed Computer Programs, or any portion thereof, are not made available or disclosed by CUSTOMER or by any of its employees to any other person.
CUSTOMER shall not sublicense, distribute, transmit, reverse engineer, decompile, disassemble or otherwise divulge, directly or indirectly, by any means or any form, the Licensed Computer Programs, or any portion thereof, without the prior written consent of the Vendor.
Provider shall maintain substantially the same safeguards which are in use with respect to Provider's software to protect against (x) the accidental or unauthorized deletion, destruction or alteration of the Owned Principally-Used Computer Programs and the Licensed Computer Programs in Provider's possession or control and (y) the unauthorized access thereto.
If required by CUSTOMER, the Vendor shall be responsible for conducting pre-installation inspections of one or more installation sites immediately prior to the installation of the Licensed Computer Programs to ensure, to the extent reasonably possible, that such sites conform to required specifications for installation.