Business Software. Royal Philips hereby assigns and transfers, and shall procure that its Associated Companies will assign and transfer, to PSI Group Philips Group’s entire right, title and interest to the Business Software, including all copyrights and trade secrets in the Business Software, for all countries of the world, subject to (i) all prior commitments and prior undertakings, either within Philips Group-Old or vis-à-vis third parties, entered into by Philips Group-Old prior to the Closing Date, and (ii) Philips Group retaining a nonexclusive, irrevocable, world-wide, fully paid-up and royalty-free licence to use (in the broadest sense) such Software within the scope of business of Philips Group, including, without limitation, the right to modify, create derivative works and the right to grant sublicenses for the use of such Software, in the context of and to the extent necessary for marketing or supplying Philips products and provided such Software is available within Philips Group on the Closing Date.
Business Software. (a) Prior to the Closing Date, Seller shall use commercially reasonable efforts to locate (including in response to specific requests by the Company) and return to the Company all copies of Business Software in the possession of Seller and all of its Affiliates (other than the Company) except for Portions of Business Software.
Business Software. (a) The parties hereto acknowledge and agree that certain components of the Business Software overlap with, and/or are identical to, certain components of a software system retained by Parent and used in connection with the Argus II Retinal Prosthesis System, and, notwithstanding such overlap, the Separation contemplated by this Agreement involves the separation of such software systems.
Business Software. 34 ARTICLE V ADDITIONAL CONTINUING COVENANTS
Business Software. 4.8(c)(i) Licensed-In Intellectual Property 4.8(c)(ii) Licensed-Out Intellectual Property 4.8(e) Intellectual Property Ownership Exceptions 4.8(g) Intellectual Property Legal Proceedings 4.8(i) Intellectual Property License Exceptions 4.8(k) Software Exceptions 4.8(n) Trademark Registration Exceptions 4.9 Material Commitments 4.10 Arrangements with Affiliates 4.11(a) Pending or Threatened Litigation and Claims (Imaging Group) 4.11(b) Pending or Threatened Litigation and Claims (Seller) 4.12
Business Software. (a) The Business Exclusive Software is owned by Seller and the Selling Subsidiary and is all Software that is material to the provision of the Services (other than Software licensed from third parties under the License Agreements or other third party shrink wrap Software). Except as disclosed on Schedule 5.15, each of Seller and the Selling Subsidiary has all rights and powers necessary to make the transfer of the Business Exclusive Software owned by Seller and the Selling Subsidiary. To Seller's Knowledge, except as disclosed on Schedule 5.15, there is no written claim by a third party that the use by Seller or the Selling Subsidiary in the conduct of the Business of the Business Exclusive Software infringes on the intellectual property rights of any third party. Except as disclosed on Schedule 5.15, the Business Exclusive Software is sufficient to permit Seller to provide the Services as currently provided. Notwithstanding anything to the contrary contained herein, none of the representations and warranties set forth above in this Section 5.15(a) shall apply to the Provisioning Software (as defined on Schedule 1.5). Except as set forth herein or in the Transition Services Agreement, the Business Exclusive Software (including but not limited to the Provisioning Software) owned by Seller and the Selling Subsidiary is transferred "As Is," without any support, assistance, maintenance or warranties of any kind. Except as otherwise set forth herein or in the Transition Services Agreement, Buyer assumes all responsibility and risk for its use of any Software covered by this Agreement. Except as otherwise set forth herein or in the Transition Services Agreement, Seller does not make, and expressly disclaims, any express or implied warranties of any kind whatsoever relating to Software, including but not limited to, implied warranties of merchantability or fitness for a particular purpose, warranties of title or non infringement, or any warranties that the Software is error free.
Business Software. The accounting, inventory control and ----------------- other business related software used in connection with Seller's operation of the Business and/or in connection with the Machinery and Equipment and existing on the Closing Date to the extent such software is assignable.
Business Software. Verizon Companies and their Affiliates shall: (i) secure, or assist Company in securing, United States copyright registrations in the Business Software in the name of the Company; (ii) execute such documents of assignment as may be required to convey and transfer to Company, subject to rights and licenses previously granted to any Person (those rights and licenses that are exclusive being listed in Attachment A to this Intellectual Property Agreement), all interest, if any, subject to the rights and licenses granted pursuant to Section 2.1(a) hereof, that Verizon Companies and their Affiliates may have in Business Software; and (iii) use commercially reasonable efforts to locate (including in response to specific requests by the Company) and return to the Company all copies of Business Software in the possession of Seller and all of its Affiliates (other than the Company) except for Portions of Business Software.
Business Software. “Business Software” has the meaning set forth in Section 2.4(k).
