CodeStream Workbench Sample Clauses

CodeStream Workbench. Notwithstanding any provision to the contrary provided herein or elsewhere, Purchaser shall be entitled to notify the Company of its election to exclude from, or to include in, the Purchased Business the items listed under “CodeStream Workbench”in Chapter C of Exhibit 1 (all the assets and liabilities listed in the mentioned paragraph are hereby referred to as “CodeStream Workbench”). Such notice may be submitted by the Purchaser not later than 30 days following the date of the First Closing, after the Company has allowed Purchaser’s representatives to perform a technological, legal, financial and business due diligence check. In the event that Purchaser elects to include CodeStream Workbench in the Purchased Business, it shall be considered as part of the Purchased Business from the date of the First Closing; in the event that Purchaser elects to exclude CodeStream Workbench from the Purchased Business, it shall be considered as excluded business listed under Chapter B of Exhibit 1 effective from the date of the First Closing. Upon the end of the 30 day period, regardless of the Purchaser’s decision to include Codestream Workbench in the Purchased Business or not, the Purchaser shall pay the costs of continuing development, in any event not to exceed £15,000 but not be further responsible for any additional costs or liabities associated with the CodeStream Workbench. If the Purchaser decides to include CodeStream Workbench in the Purchased Business, it shall be responsible for all costs associated with the CodeStream Workbench from the First Closing which will be disclosed to the Purchaser in writing. It is hereby clarified, that in no event is Purchaser obligated to pay any additional consideration regarding the foregoing and regarding Codestream Workbench, regardless of the inclusion or exclusion of CodeStream Workbench. Whether Codestream WorkBench is excluded from, or included in, the Purchased Buisness, by signing this agreement, the Company assign all Intellectual Property in such source code to the Company, and the source code of Codestream WorkBench shall be transferred to BluePhoenix (for no additional consideration). The Company and Indemnifying Shareholders make no warranty nor give any indemnity relating to the Intellectual Property relating to Codestream WorkBench. The Purchaser shall be given the source code, design documents, and all other relevant materials of the software relating to Codestream Workbench.
Sample 1
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Related to CodeStream Workbench

  • Design 4.2.1 Seller, at no cost to Edison, shall:

  • Review Systems The Asset Representations Reviewer will maintain and utilize an electronic case management system to manage the Tests and provide systematic control over each step in the Review process and ensure consistency and repeatability among the Tests.

  • USE OF THIRD PARTY SYSTEMS-LEVEL SOFTWARE State Street and the Fund acknowledge that in connection with the Data Access Services provided under this Addendum, the Fund will have access, through the Data Access Services, to Fund Data and to functions of State Street’s proprietary systems; provided, however that in no event will the Fund have direct access to any third party systems-level software that retrieves data for, stores data from, or otherwise supports the System.

  • Creative Work The Executive agrees that all creative work and work product, including but not limited to all technology, business management tools, processes, software, patents, trademarks, and copyrights developed by the Executive during the term of this Agreement, regardless of when or where such work or work product was produced, constitutes work made for hire, all rights of which are owned by the Employer. The Executive hereby assigns to the Employer all rights, title, and interest, whether by way of copyrights, trade secret, trademark, patent, or otherwise, in all such work or work product, regardless of whether the same is subject to protection by patent, trademark, or copyright laws.

  • Software Additional provisions relating to software.

  • Review Systems; Personnel It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Receivable and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.

  • DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM (a) Notwithstanding the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that DTC’s Direct Registration System (“DRS”) and Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register that transfer.

  • Training Materials Training Materials will be provided for each student. Training Materials may be used only for either (i) the individual student’s reference during Boeing provided training and for review thereafter or (ii) Customer’s provision of training to individuals directly employed by the Customer.

  • Infrastructure (a) The Borrower has and will maintain a sufficient infrastructure to conduct its business as presently conducted and as contemplated to be conducted following its execution of this Agreement.

  • Licensed Software Section 3.17(f).......................................27

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