Source Code definition
Examples of Source Code in a sentence
The Transferred Entities or one of its Subsidiaries is in possession of the Source Code and Object Code to compile and operate the Transferred Entities Products and other Software that is reasonably necessary for the use, maintenance, or other exploitation of such Transferred Entities Products as currently used in, or currently under development for, the businesses of the Transferred Entities or any of its Subsidiaries.
No such Source Code has been disclosed, licensed, released, distributed, escrowed or made available to or for any Person and no Person has been granted any rights thereto or agreed to disclose, license, release, deliver, or otherwise grant any right thereto under any circumstance other than employees and independent contractors subject to the applicable obligations in Section 4.15(f).
If any “critical” or “high” deficiency is identified in the Source Code audit report, Seller and its Affiliates shall use commercially reasonable efforts to remediate such deficiency on a schedule and in a manner reasonably acceptable to Purchaser; provided that Seller’s and its Affiliates’ aggregate costs and expenses incurred in connection with any such remediation shall not exceed $2,500,000.
No Person other than the Transferred Entities or one of its Subsidiaries is in possession of, or has been granted any license or other right with respect to, any Source Code constituting Business Intellectual Property other than employees and independent contractors subject to the applicable obligations in Section 4.15(f).
Schedule 5.9(h) of the Disclosure Schedule identifies each Contract, agreement and instrument pursuant to which the Company has deposited, or is or may be required to deposit, with an escrow agent or any Person, any Source Code.