Retail Software Licenses definition
Retail Software Licenses as defined in Section 2.17(c).
Retail Software Licenses mean standard “click-wrap”, “shrink-wrap” or similar licenses for commercially available off-the-shelf software (e.g. Microsoft Office), including by way of a software-as-a-service model, and “Newswire and Promotional Licenses” mean licenses for commercially available business news and financial information services and licenses for artwork, illustrations, photographs and other material used in marketing, advertising and promotional material. The agreements set forth in Schedule 2.17(c), the Retail Software Licenses and the Newswire and Promotional Licenses are collectively referred to as the “In-Bound Licenses.” Except set forth in Schedule 2.17(c), each In-Bound License (i) is in full force and effect and enforceable in accordance with its terms against the Company, and no default by the Company, nor to Shareholder’s Knowledge by the licensor, exists or is threatened thereunder. To Shareholders’ Knowledge, each In-Bound License licenses or permits that which it purports to license or permit. The Company has made available to Buyer complete and correct copies of all licenses and arrangements (including amendments, supplements, waivers and other modifications) set forth or required to be set forth in Schedule 2.17(c). All royalties, license fees, charges and other amounts payable by, on behalf of, to or for the account of the Company in respect of any Intellectual Property are reflected in the Financial Statements.