Acquired Company Software Sample Clauses
The "Acquired Company Software" clause defines the specific software assets owned, developed, or used by the company being acquired as part of a transaction. This clause typically outlines what constitutes the company's proprietary software, including source code, object code, related documentation, and any associated intellectual property rights. It may also clarify whether third-party or open-source components are included and how they are treated. The core function of this clause is to ensure both parties have a clear understanding of which software assets are being transferred or retained, thereby reducing the risk of disputes over ownership or scope after the acquisition.
Acquired Company Software. “Acquired Company Software” shall mean (a) software components of design kits owned or purported to be owned by any Acquired Company and used in connection with Acquired Company Process Technology and (b) any software (including software development tools and firmware and other software embedded in hardware devices, and all updates, upgrades, releases, enhancements and bug fixes) owned or currently being developed by or on behalf of any Acquired Company (the results of which development will be owned exclusively by an Acquired Company), including all modules and components of such software and all prior versions and releases of such software.
Acquired Company Software. “Acquired Company Software” shall mean all software products and services distributed, marketed, offered, sold or licensed to a third party by or on behalf of an Acquired Company and any software owned by any Acquired Company and used to run or operate the foregoing software products or services at any time since inception and up until the date of this Agreement. For the avoidance of doubt, Acquired Company Software does not include Open Source Code.
Acquired Company Software. As of the Agreement Date, the Acquired Company Software does not contain any bug, defect or error (including any bug, defect or error relating to or resulting from the display, manipulation, processing, storage, transmission or use of date data) that: (A) materially and adversely affects the use, functionality or performance of such Acquired Company Software or any product or system containing or authorized or intended to be used in conjunction with such Acquired Company Software; or (B) causes or would cause an Acquired Company or any Subsidiary to fail to comply, with any applicable warranty or other contractual commitment relating to the use, functionality or performance of such Acquired Company Software or any product or system containing or authorized or intended to be used in conjunction with such Acquired Company Software, in each case to an extent greater than in the Ordinary Course of Business. As of the Agreement Date, no Acquired Company Software contains any Contaminant other than those resolved in the Ordinary Course of Business.
Acquired Company Software. Acquired Company Software" shall mean any software (including firmware and other software embedded in hardware devices) owned, developed (or currently being developed), used, marketed, distributed, licensed or sold by any of the Acquired Companies at any time (other than non-customized third-party software licensed to any of the Acquired Companies for internal use on a non-exclusive basis). Acquired Company Transaction Expenses. "Acquired Company Transaction Expenses" shall mean the amount of all fees, costs and expenses of the type described in Section 7.3 of the Agreement that have been incurred or that are incurred by any of the Acquired Companies in connection with the transactions contemplated by the Agreement, including any fees, costs or expenses payable to the Company Counsel or to any financial advisor, accountant or other Person who performed services for or on behalf of the Acquired Companies, or who is otherwise entitled to any compensation from the Acquired Companies, in connection with the Agreement or any of the transactions contemplated by the Agreement.