Computer Software and Hardware. Except as described in Section 1.3.(e), all computer hardware of the Business owned by the Company at the Facilities and all of Company's right, title and interest, if any, in and to computer software utilized in conjunction with such computer hardware.
Computer Software and Hardware. The "Symix" software and all computer hardware utilized in connection with "Symix" listed on Schedule 1.3.(e).
Computer Software and Hardware. (a) Notwithstanding the introductory paragraph to Article III.A., OneBeacon has set forth on SCHEDULE 3.13(a)(i) hereto a true and complete listing of all Owned Exclusively Used Software. SCHEDULE 3.13(a)(i) hereto also sets forth a true and complete list of Licensed Exclusively Used Software, except for such software the failure of which to have the use of would otherwise not, individually or in the aggregate, reasonably be expected to have a OneBeacon Material Adverse Effect. OneBeacon has set forth on SCHEDULE 3.13(a)(ii) hereto a true and complete listing of all Licensed Generally Used Software, except for such software the failure of which to have the use of would otherwise not, individually or in the aggregate, reasonably be expected to have a OneBeacon Material Adverse Effect. Other than those set forth on SCHEDULE 3.13(a)(i), SCHEDULE 3.13(a)(ii) or Exhibit C to the Software License Agreement, there are no material computer software programs or databases used in the conduct of the Business or the operation of the Data Centers. Notwithstanding the introductory paragraph to Article III.A., subject to consummation of the Closing, Liberty and its designated Affiliates will have exclusive ownership of all rights, including all copyright and other rights whatsoever, in the Owned Exclusively Used Software, free and clear of any royalty or other payment obligations or Liens (except for Permitted Liens). Subject to consummation of the Closing, Liberty and its designated Affiliates will have (A) pursuant to an assignment or sublicense of all of the OneBeacon Subsidiaries' and OneBeacon's rights to the Licensed Exclusively Used Software (except with respect to any Licensed Exclusively Used Software as to which the underlying licensor has not consented to such assignment or sublicense or has consented on altered terms other than those terms that allow the software to continue to reside and operate on systems owned by OneBeacon or the OneBeacon Subsidiaries and, if applicable, to permit Liberty or its designated Affiliates to have its data processed by the software) in accordance with Section 5.05(c) or 5.05(d), subject to the same terms, rates and conditions of the existing license to the OneBeacon Subsidiaries or OneBeacon for the Licensed Exclusively Used Software, the right to use the Licensed Exclusively Used Software in the same manner as used by the OneBeacon Subsidiaries and OneBeacon prior to the Closing Date and, as of the Closing Date, free and clear...
Computer Software and Hardware. All of Seller's right, title and interest in and to all computer software and all hardware owned, leased or licensed by or to Seller which is located at or exclusively used for the Seller's SF Restaurants that is not otherwise prohibited from transfer by contract between Seller and the owner thereof.
Computer Software and Hardware. All rights of the Sellers to computer software (however recorded), programs, and data bases, including, but not limited to, systems data, source programs, record layouts, program libraries, and any other documentation in those application areas that may pertain to any data processing system or operation related to the engineering, marketing, accounting, receiving, purchasing, and maintenance functions, and all computer hardware, including the software and hardware listed on Schedule 2.1(c).
Computer Software and Hardware. All Software owned or licensed by Seller or, to Seller’s Knowledge, used or held for use in the Business is described on Schedule 3.21, which sets forth the source of Seller’s entitlement to use such Software, a description of such Software and its function with respect to the Business, and identifies any licenses and contracts for the development and/or conveyance of any rights with respect to such Software, including any sublicenses granted by Seller. There are no restrictions which would preclude, or result in any charge for, Buyer’s continued use of such Software in the Business as currently conducted.
Computer Software and Hardware. 7.1.5.1 The Operator shall determine the choice of computer operating system and/or software which shall be utilised for the conduct of the Business, but shall ensure that such operating system and/or software is compatible with the SANParks system from time to time so as to ensure a seamless integration of data and systems at the Skukuza Facility with those utilised by SANParks throughout its entire operations.
7.1.5.2 The Operator shall ensure the provision of sufficient computer software, hardware and upgrades and replacements in accordance with the terms and conditions of Schedule 2; provided that the Operator shall only be entitled to upgrade and/or purchase any additional software and hardware in the event that the existing computer software and hardware is not sufficient or appropriate for the Operator to carry out its duties.
Computer Software and Hardware. (i) With respect to all Licensed Principally Used Software and all Licensed Generally Used Software listed on the Final Schedule 5.12(b) hereto as requiring third party consents to assignment or sub-license, Fremont shall use its best efforts to obtain from the licensors of the Licensed Generally Used Software and the licensors of the Licensed Principally Used Software the right for Employers Insurance to operate the Licensed Generally Used Software and the Licensed Principally Used Software as stated herein and in Section 3.16 hereof; provided, however, to the extent that governmental consents or consent from other Persons are required for such assignment or sub-license and such consents have not been obtained prior to the Closing Date, Fremont shall use its best efforts to obtain such consents and effect such assignment or sub-license pursuant to Section 2.04 hereof; (ii) with respect to Licensed Generally Used Software and the Licensed Principally Used Software listed on the Final Schedule 5.12(b) hereto and the leased Computer Hardware listed on the Final Schedule 5.12(a)(xii) hereto as requiring third party consents for Fremont to perform services for the benefit of Employers Insurance or a designee of Employers Insurance, Fremont shall use its best efforts to obtain from the licensors of the Licensed Generally Used Software, the licensors of the Licensed Principally Used Software and the lessors of the leased Computer Hardware the right for Fremont to operate the Licensed Generally Used Software, the Licensed Principally Used Software and the leased Computer Hardware for the benefit of Employers Insurance. Fremont and Employers Insurance shall share equally the costs and expenses associated with obtaining such rights as provided in (i) and (ii) from the licensors of the Licensed Generally Used Software and the Licensed Principally Used Software and the lessors of leased Computer Hardware, including any costs that may be required to obtain service bureau use rights for the Computer Software and Computer Hardware in connection with the Transition Services and Facilities Agreement and any rights necessary for use of the Computer Software and Computer Hardware in connection with the Reverse Transition Services Agreement. Employers Insurance shall be entitled to participate fully in any negotiation with any such licensors and lessors. With respect to the Licensed Generally Used Software and the Licensed Principally Used Software for which Employers Insura...
Computer Software and Hardware. The computer software and hardware owned or licensed by or to Seller that is not otherwise prohibited from transfer by contract between Seller and the owner thereof or applicable law set forth on Schedule 1.2(f) hereto.
Computer Software and Hardware. All computer software and hardware used or intended for use in connection with the business of any Seller, owned, leased, or licensed by or to any Seller, to the extent that the transfer of such software and hardware is not otherwise prohibited by contract between a Seller and owner thereof. Schedule 1.2(i) hereto constitutes a list of all computer software and hardware.
