ModaCAD Cataloguing Products definition
Examples of ModaCAD Cataloguing Products in a sentence
Each of Seller and Buyer shall preserve until the seventh anniversary of the Closing Date all records possessed or to be possessed by such Party relating to any of the Assets, the ModaCAD Cataloguing Products and the ModaCAD CAD Core Technology prior to the Closing Date.
Following the Closing Date, Buyer agrees to discharge in accordance with their terms the Assumed Liabilities and Seller agrees to discharge in accordance with their terms all Liabilities relating to the Assets, the ModaCAD Cataloguing Products and the ModaCAD CAD Core Technology which are not Assumed Liabilities.
To Seller's Knowledge, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of Seller relating to the ModaCAD CAD Products, the ModaCAD Cataloguing Products as licensed to Buyer in the Cataloguing License, the ModaCAD CAD Core Technology as licensed to Buyer in the Core Technology License, the ModaCAD CAD Product Copyrights and the ModaCAD CAD Product Trademarks.
No investigation by or on behalf of Buyer into the business, operations, prospects, assets or condition (financial or otherwise) of the Assets, the ModaCAD Cataloguing Products and the ModaCAD CAD Core Technology shall diminish in any way the effect of any representations or warranties made by Seller in this Agreement or shall relieve Seller of any of its obligations under this Agreement.
There is no action, suit, investigation, arbitration or proceeding pending or, to Seller's Knowledge, threatened against or affecting Seller's rights in and to, or otherwise involving, the Assets, the ModaCAD CAD Core Technology or the ModaCAD Cataloguing Products (including without limitation no charge of patent, copyright and/or trademark infringement), by or before any Governmental Entity, or any Basis in fact therefor known to Seller, whether at law or in equity.
During the Technical Support Period, Seller shall, ** , provide programming services to Buyer as necessary to localize the ModaCAD CAD Products and the ModaCAD Cataloguing Products in the foreign languages listed on Schedule 6.02 hereto to the extent such languages or characters are supported by Microsoft operating systems commonly in use in the United States.
Seller acknowledges that the Lectra Group markets its products on a worldwide basis and that the ability to localize the ModaCAD CAD Products and the ModaCAD Cataloguing Products is a material inducement to Buyer's purchase of the Assets.
Seller shall promptly pay over to Buyer all amounts (other than amounts in respect of the ModaCAD Cataloguing Products) due to Seller in respect of the Distribution Agreement from and after the Effective Date.
Seller has taken all necessary and desirable action to maintain and protect each item of Intellectual Property necessary or desirable in connection with the Assets, the ModaCAD Cataloguing Products as licensed to Buyer in the Cataloguing License and the ModaCAD CAD Core Technology as licensed to Buyer in the Core Technology License.