Transferred Business Software definition

Transferred Business Software has the meaning set forth in Section 1.1(a).
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Transferred Business Software means the Business Software (i) licensed to Seller Group or any of their Affiliates (excluding the Alias Companies and the Subsidiaries), (ii) primarily used by Seller Group (or any of their Affiliates) in the operation of the Business, (iii) assignable by its terms from Seller Group or any of their Affiliates to Buyer and (iv) not sublicensed to Buyer by Seller Group or any of its Affiliates or otherwise validly extended to Buyer (e.g., under the "spin off" rights described in Section 5.12) under this Agreement or under the Patent License Agreement; provided that the defined term
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Transferred Business Software shall not include any Business Software set forth on Schedule 1.01 under the caption "Excluded Business Software".
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Examples of Transferred Business Software in a sentence

  • To the Knowledge of Seller, neither Seller nor its Subsidiaries has any duty or obligation (whether present, contingent or otherwise) to deliver, license, or make available the material Source Code for any Data Center Product or any Transferred Business Software to any escrow agent or other Person.

  • Nothing in this Section shall prohibit Grantor from transferring or assigning any of its obligations and/or interests under this Agreement to a successor political subdivision of the Commonwealth of similar composition and powers.

  • Seller and its Subsidiaries implement commercially reasonable measures designed to prevent the introduction of Malicious Code into material Transferred Business Software, including firewall protections and regular virus scans consistent with industry practice.

  • Steward,Chairman, World Wide TechBryan Jordan,CEO, First Horizonƒ IberiaBank9th District – Minneapolis Marcus Owens, Director, African American Leader ForumNarayana Kocherlakota, Chairf, Minnesota Black Chamber of Commerce 10th District – Kansas City Chris Turner,President, First State BankNikki NewtonPresident − Private Wealth Mgmt, UMB BankEdmond Johnson,deputy chair of KC Fed 11th District – Dallas Gerald B.

  • Staff anticipates holding a hybrid meeting during the month of February, and will provide an update on how this will affect future meetings.

  • The Company and its Subsidiaries implement commercially reasonable measures designed to prevent the introduction of Malicious Code into material Transferred Business Software, including firewall protections and regular virus scans consistent with industry practice.

  • To the Knowledge of the Company, no material Source Code for any Transferred Business Software embodied in any Data Center Product has been delivered, licensed, or made available to any escrow agent or any other Person who is not either a current or former employee of the Company or its Subsidiaries, or a Person to whom the Company or its Subsidiaries has disclosed any such Source Code in the ordinary course of business pursuant to reasonable confidentiality terms.

  • Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, to the Knowledge of the Company, none of the Transferred Business Software (or Third Party Software incorporated in Data Center Products) contains any bug, defect or error that materially and adversely affects the use, functionality or performance of such Software or any product or system containing or used in conjunction with such Software.


More Definitions of Transferred Business Software

Transferred Business Software means all Software owned by the Allscripts Companies that is used exclusively in the operation of the Hospital & Large Physician Practice Business as currently conducted. For the avoidance of doubt, “Transferred Business Software” does not include any Common Components.
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Transferred Business Software means the Software included in the Transferred Business Technology.
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Transferred Business Software means Software (i) that is included in the Data Center Products or otherwise primarily related to or primarily used in the operation or conduct of the Business, and (ii) in which the Company or any of its Subsidiaries owns (or represents to own for purposes of the transactions contemplated by this Agreement by inclusion in the Annexes hereto) the Copyright as of the Closing Date. For clarity, “Transferred Business Software” does not include the SLX Operating System.
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Transferred Business Software does not include the SLX Operating System.
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Related to Transferred Business Software

  • Business Software means with respect to a Licensor, all Software to the extent Controlled by such Licensor or any of its Affiliates as of the Effective Date, which Software is reasonably required as of the Effective Date for the conduct of (i) the Agriculture Business if the Licensee is AgCo, including as listed on section (i) of Schedule Q, or (ii) the Materials Science Business if the Licensee is MatCo, including as listed on section (ii) of Schedule Q, in each case (in respect of the foregoing (i) and (ii)), only if and to the extent such Licensee and its Affiliates have not been granted a license or other rights to use such Software under the Separation Agreement or any other Ancillary Agreement. Notwithstanding the foregoing, Business Software expressly excludes any and all Excluded IP.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • SAP Group Software means (i) any and all software products listed on the Price List as well as any SAP SDK which are provided by SAP or any other member of the SAP Group to Partner or to an End User (either directly or indirectly via Partner) under any part of this Agreement all as developed by or for the SAP Group; (ii) any new releases, updates or versions thereof made available through unrestricted shipment pursuant to Maintenance Services or warranty obligation by any member of the SAP Group; and (iii) any complete or partial copies of any of the foregoing.

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Business Systems means all Software, computer hardware (whether general or special purpose), electronic data processing, information, record keeping, communications, telecommunications, networks, interfaces, platforms, servers, peripherals, and computer systems, including any outsourced systems and processes, that are owned or used or held for use in the conduct of the Company Business.

  • Licensed Business means the activities connected with the conveyance of

  • food business operator means the natural or legal persons responsible for ensuring that the requirements of food law are met within the food business under their control;

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Company Software means Software owned or purported to be owned by or developed by or for the Company or any Company Subsidiary.

  • Company Business means the business of the Company and its Subsidiaries as presently conducted.

  • Retained Businesses means all businesses now, previously or hereafter conducted by Parent, the Sellers or any of their Subsidiaries or Affiliates, other than the Business.

  • Operating Software means those routines, whether or not identified as Program Products, that reside in the Equipment and are required for the Equipment to perform its intended function(s), and which interface the operator, other Contractor-supplied programs, and user programs to the Equipment.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Transferred Intellectual Property has the meaning set forth in Section 2.1(k).

  • Customer Software means software which is owned by or licensed to the Customer, including software which is or will be used by the Supplier for the purposes of providing the Goods and/or Services but excluding the Supplier Software;

  • Acquired Business means the entity or assets acquired by the Borrower or another Loan Party in an Acquisition, whether before or after the date hereof.

  • Transferred Technology has the meaning set forth in Section 2.3(a).

  • Tyler Software means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement. • “we”, “us”, “our” and similar terms mean Xxxxx. • “you” and similar terms mean Client.

  • Excluded Businesses means Business types which are excluded from application for an Inter-Community Business Licence and includes those Business types referred to in Schedule “A”.

  • Computer software means computer programs, source code, source code listings, object code listings, design details, algorithms, processes, flow charts, formulae, and related material that would enable the software to be reproduced, recreated, or recompiled. Computer software does not include computer databases or computer software documentation.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Excluded Business has the meaning set forth in Section 6.10.

  • Restricted computer software means computer software developed at private expense and that is a trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer software, including minor modifications of the computer software.

  • Valid business purpose means one or more business purposes that alone or in combination

  • Customer Technology means Customer's proprietary technology, including Customer's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Customer or licensed to Customer from a third party) and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed during the term of this Agreement by Customer.

  • Parent Business shall have the meaning set forth in the Separation and Distribution Agreement.