Certain Software use of which is licenced to Aspire by third parties, may require the Customer to enter into an end user agreement with the relevant third party licensor and it shall be a condition of the provision of the Service in question that the Customer enters into and abides by the terms of any applicable end user agreement.
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. (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.
(b) To permit Seller to continue its own operations substantially in the manner they were performed prior to the Closing Date, Buyer agrees to and hereby grants to Seller a worldwide, perpetual, nonexclusive, royalty free license to use, distribute, copy and make derivative works from the source code and documentation for all software transferred as Acquired Assets as described in Exhibit A and currently used in Seller operations, and to the extent the right to grant such license was acquired by Buyer from Seller.
(c) All costs, if any, payable by Seller to third parties with respect to third party software licenses to be transferred or subject to sublicense for the benefit of Buyer pursuant to this Agreement or any Related Agreement shall be paid by Buyer; provided, however, that Buyer may elect to forego such -------- ------- transfer or sublicense, in which event Buyer shall not be obligated to pay such costs with respect thereto.
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 may collect information necessary to perform this function. Any information collected as part of this process will be treated in accordance with Brightspeed’s Privacy Policy, which can be obtained at: xxxxx://xxx.xxxxxxxxxxx.xxx/aboutus/legal/consumer/privacy-notice/, You may choose to turn off the automatic updates function. You acknowledge that doing so may negatively impact performance of the Services, the Brightspeed-provided Equipment and/or the Customer Hardware.
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. 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. 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.
