Certain Software. The software necessary for the layout and pagination of all Company directories is licensed to the Company and available on the Company's computer system.
Certain Software. Buyer acknowledges that, from and after the Closing, neither the Company nor any of its subsidiaries will have any rights under the Hyperion or ADP license agreement to which PMC and/or its affiliates are currently parties, except to the extent provided in the Transition Services Agreement with respect to the ADP license agreement. Buyer intends to add the Company to Buyer’s existing Hyperion license agreement on the Closing Date.
Certain Software. (a) Without limiting Section 6.15, in order to effect the transactions contemplated by this Agreement and to permit Buyer to operate the Business substantially in the manner such Business was operated by the Seller, Seller agrees to and hereby grants to Buyer a worldwide, perpetual, nonexclusive, fully paid up royalty free license to use, distribute, copy and make and own derivative works from the source code and documentation for all software owned or licensable by any member of the Seller Group, and not part of the Acquired Assets, and currently being used in the Business. Seller shall use commercially reasonable efforts to cause Gore xx granx xx Buyer a license to the source code and documentation for the "Gore Xxxtware," including without limitations
Certain Software. The Seller represents and warrants that each item of Software contemplated to be identified by the Seller pursuant to Section 7.23 is readily available in the market place under substantially the same rights licensed by the applicable third party to the Seller or any of its Subsidiaries, and that all material license and other fees paid by the Seller or any of its Subsidiaries in respect of such Software to the applicable third party licensing such Software to the Seller or any of its Subsidiaries have been included in the Audited Financial Statements previously provided by the Seller to the Purchaser (to the extent incurred in the respective periods covered thereby).
Certain Software. The software necessary for the operation the Company’s business as currently conducted and of xxx.xxxxxxx.xxx is either owned by the Company or duly licensed to the Company and available on the Company’s computer system.
Certain Software. Purchaser agrees and acknowledges that the Assets do not include, and nothing in this Agreement or otherwise grants or transfers any rights of any nature whatsoever to Purchaser in, any copyrightable works or original authorship (including but not limited to computer programs, technical specifications, documentation, manuals, business plans and product literature), ideas, know-how, processes, compilations of information, or other intellectual property relating to Advance for JAVA.
Certain Software. The software listed on Section 1.01(a) (xv) of the Disclosure Schedule (the "Software"); provided that the Assets will include the rights of Purchaser under the sublease for each of the Subleased Branch Offices (collectively the "Subleases") but will not include the Excluded Assets. To the extent that any Business Contract or Personal Property Lease is utilized by or are for the benefit of any of Sellers' businesses other than the Business, Purchaser and the Sellers shall use commercially reasonable efforts to allocate in writing the rights and obligations under such Contract or Personal Property Lease in a fair and equitable manner that is reasonably satisfactory to the parties prior to the Closing Date.
Certain Software. At Seller's election, Seller shall obtain a license for the font software from Bloc, comparable in its terms and duration to the license Seller presently has from Bloc for use by Xxxxxxx, or Seller shall reimburse Buyer for the cost to Buyer of obtaining such a license.
Certain Software. Each Party in its respective capacity as joint owner of the ATLAS Software covenants and agrees that, until the later of the completion of (i) the IT Transition or (ii) the ATLAS Development Projects, neither it, nor any member of the SLM BankCo Group or Navient Group, as applicable, shall sell, license, sublicense, distribute, rent, lease or in any way transfer the ATLAS Software to any third party other than pursuant to a transaction contemplated by Section 5.4(f)(i)(C) or Section 5.4(f)(ii)(C) without the written consent of the other Party; provided, however, that either Party may license the ATLAS Software to a Governmental Authority (other than a private or state institution of higher learning (e.g., school, college, university)) pursuant to an agreement with such Governmental Authority if the grant of such license is required by applicable Law or published procurement policy of such Governmental Authority.
Certain Software. (a) Without limiting Section 6.15, in order to effect the transactions contemplated by this Agreement and to permit Buyer to operate the Business substantially in the manner such Business was operated by the Seller, Seller agrees to and hereby grants to Buyer a worldwide, perpetual, nonexclusive, fully paid up royalty free license to use, distribute, copy and make and own derivative works from the source code and documentation for all software owned or licensable by any member of the Seller Group, and not part of the Acquired Assets, and currently being used in the Business. Seller shall use commercially reasonable efforts to cause Xxxx to xxxxx to Buyer a license to the source code and documentation for the "Xxxx Software," including without limitations the "Works" and "WorkCell" programs and all tools and documentation relating thereto (the "Xxxx Software"), the license for which shall be paid by Buyer, with terms satisfactory to Buyer. To the extent Seller is permitted to do so without cost to Seller, Seller shall, at no charge by Seller to Buyer, for a period of two years provide Buyer with all upgrades, enhancements and fixes to the Xxxx Software made by or for Seller to the extent related to the Business.
