Company Software. “Company Software” means software (including firmware and other software embedded in hardware devices) owned, developed (or currently being developed), marketed, distributed, licensed, or sold by any of the Acquired Corporations and any software that is part of or is distributed with, any Company Product.
Company Software. (a) Section 4.39 of the Company Disclosure Schedule sets forth a true and complete list of all software programs, systems and applications (A) designed or developed or under development by employees of the Company or by consultants on the Company's behalf including all documentation therefor (the "OWNED SOFTWARE") or (B) licensed by the Company from any third party or constituting "off-the-shelf" software (the "LICENSED SOFTWARE"), in each case that is manufactured or used by the Company in the operation of its business (collectively, the "SOFTWARE") and, in the case of Licensed Software, Section 4.39 of the Company Disclosure Schedule identifies each license agreement with respect thereto.
(b) All of the Owned Software are original works of authorship and are protected by the copyright laws of the United States. The Company owns all right, title and interest in and to the Owned Software, and all copyrights thereto, free and clear of all Liens, claims, encumbrances, charges, pledges, restrictions or rights of third parties of any kind whatsoever ("ENCUMBRANCES"), and has not sold, assigned, licensed, distributed or in any other way disposed of or subjected the Owned Software to any Encumbrance. None of the Owned Software incorporates, is based on or is a derivative work of any third party code that is subject to the terms of a public source license or otherwise imposes conditions on the terms and conditions under which the Owned Software may be used or distributed. To the knowledge of the Company, no other person is currently infringing upon the rights of the Company with respect to the Owned Software. No claim has been asserted against the Company to the effect that the use of any Owned Software by the Company infringes the rights of any person.
(c) The Licensed Software is validly held and used by the Company and may be used by the Company pursuant to the applicable license agreement with respect thereto without the consent of, notice to, or payment of any royalty or any other fee to any third party and is fully and freely utilizable by the Buyer without the consent of, notice to or payment of any royalty to any third party. All of the Company's computer hardware has validly licensed software installed therein and the Company's use thereof does not conflict with or violate any such license. No claim has been asserted against the Company to the effect that the use of any Licensed Software by the Company infringes the rights of any person.
(d) To the knowl...
Company Software. Neither the Company nor any Subsidiary has disclosed the source code (other than source code required to be disclosed pursuant to a Government Contract) for any of the proprietary or third party Software or other Company Confidential Information constituting, embodied in or pertaining to the proprietary or third party Software to any Person, except pursuant to the agreements listed in Section 4.13(i) of the Company Disclosure Schedule, and the Company and its Subsidiaries have taken reasonable measures to prevent disclosure of such code.
Company Software. (i) The Company Disclosure Schedule sets forth a true and complete list and description of all software systems and applications (A) designed or developed by employees of the Company or by consultants or independent contractors on the Company's behalf (the "Owned Software") or (B) licensed by the Company from any third party or constituting "off-the-shelf" software (the "Licensed Software"), in each case that is manufactured or used by the Company in the operation of its business or marketed, licensed or sold or proposed to be marketed, licensed or sold by the Company to third parties (collectively, the "Software") and, in the case of Licensed Software, the Company Disclosure Schedule identifies each license agreement with respect thereto.
(ii) All of the Owned Software is original and is protected by the copyright laws of the United States. The Company owns the Owned Software free and clear of Encumbrances (other than valid third party patent rights of which the Company is unaware) and has not sold, assigned, licensed, distributed or in any other way disposed of or Encumbered the Owned Software other than licenses granted in the ordinary course of business as disclosed on the Company Disclosure Schedule.
(iii) The Licensed Software is validly held and used by the Company and is currently, and after giving effect to the Merger, will be, fully utilizable by the Company pursuant to the applicable license agreement with respect thereto without the consent of or notice to any third party. To the best knowledge of the Company, all of the Company's computer hardware has validly licensed software installed therein and the Company's use thereof does not conflict with or violate any such license.
(iv) The Company has not knowingly altered its data, or any Software or supporting software that may in turn damage the integrity of the data, whether stored in electronic, optical or magnetic or other form. To the best knowledge of the Company, the Software does not contain any viruses (the Company having employed standard virus checkers to identify the same). The Company has furnished Purchaser with all existing documentation relating to the use, maintenance and operation of the Software.
Company Software. A. Performs in accordance with all published specifications for such Software;
B. Complies with all other published documentation, descriptions and literature with respect to such Software; and
C. Complies with all representations, warranties and other requirements specified in all of Company's License Agreements.
Company Software. (a) The Disclosure Schedule sets forth a true and complete list of all software used in connection with the business of the Company other than off-the-shelf software acquired for less than $10,000 per application (the "Company Software"). The Company has all technical and descriptive materials for the Company Software as is necessary to run its business in accordance with its historical practices, except as would not have a Material Adverse Effect.
(b) The use of the Company Software does not breach any terms of any contract or agreement. The Company either owns or has been granted under license agreements relating to the Company Software (the "Company License Agreements") valid and subsisting rights with respect to all software comprising the Company Software and such rights may be exercised anywhere in the world. The Company is in compliance with each of the terms and conditions of each of the Company License Agreements except to the extent failure to so comply, individually or in the aggregate, would not have a Material Adverse Effect. In the case of any commercially available "shrink-wrap" software programs (such as Lotus 1-2-3 or Microsoft Word), the Company has not made and is not using any unauthorized copies of any such software programs and, to the knowledge of the Company, none of the employees, agents or representatives of the Company have made or are using any such unauthorized copies in the conduct of the Company's business, except as would not have a material adverse effect on the Company.
(c) The Company Software and the related computer hardware used by the Company in its operations (the "Company Hardware") are adequate in all material respects, when taken together with the other assets, resources and personnel of the Company, to run the business of the Company in the same manner as such business has operated since inception. The Disclosure Schedule contains a summary description of any unusual problems experienced by the Company in the past twelve months with respect to the Company Software or Company Hardware that would result in a Material Adverse Effect.
Company Software. Section 3.15(l), ........31
Company Software. “Company Software” shall mean any software (including firmware and other software embedded in hardware devices) owned, developed (or currently being developed), marketed, distributed, licensed or sold by any of the Acquired Corporations at any time (other than (a) third-party software licensed to any of the Acquired Corporations solely for internal use on a non-exclusive basis and (b) third-party software resold by any Acquired Corporation without any change or modification by any Acquired Corporation that is not incorporated into any software owned or developed (or currently being developed) by any Acquired Corporation) and shall include each version of the software products known as HSIM (including HSIM-XL, HSIM-MS, HSIM-SC and HSIM-plus), LEXSIM, CRITIC and HANEX.
Company Software. 3.13.1 Contracts 3.13.2 Contract Breaches 3.14 Litigation
3.15.1 Compliance with Laws; Permits
Company Software. “Company Software” shall mean any software owned by the Company or any of its Subsidiaries, including software development tools and firmware and other software owned by the Company or any of its Subsidiaries that is embedded in hardware devices, and all updates, upgrades, releases, enhancements and bug fixes thereto owned by the Company or any of its Subsidiaries.
