Condition of Software. Except as set forth on Schedule 4.10(b), to the best of Seller's Knowledge, all software used on or stored or resident in the Computers ("Software") is currently operating and is lawfully held and used and, to the Knowledge of Seller, does not infringe the intellectual property rights of any Person and all copies held have been lawfully made.
Condition of Software. All software used on or stored or resident in the Computers (“Software”):
1. performs efficiently in accordance with its specifications and does not contain any defect or feature which may have an Adverse Effect on its performance or the performance;
2. is lawfully held and used and does not infringe the intellectual property rights of any Person and all copies held have been lawfully made; and
3. as to copyrights in connection with the Software:
a. standard packaged Software, is licensed to Company on an express or implied license,
Condition of Software. All software used on or stored or resident in the Computers ("Software"): (1) performs in accordance with its specifications and does not contain any defect or feature which may materially adversely affect its performance or the performance of any other software in the future (providing such future software is otherwise compatible); (2)
(A) in the case of Software that is necessary for the businesses or operations of the Xxxxx Parties or is otherwise material to those businesses or operations (collectively, "Core Software"), is lawfully held and used and does not infringe the intellectual property rights of any Person and all copies held have been lawfully made, and (B) in the case of Software that is not Core Software, is lawfully held and used and does not infringe the intellectual property rights of any Person and all copies held have been lawfully made, except where such unlawful holding or use, such infringement or such unlawful copying would not, individually or in the aggregate, have a material adverse affect on any of the Xxxxx Parties; and (3) as to copyrights in connection with the Core Software: (A) such Core Software written or commissioned by any Xxxxx Party is owned exclusively by that Xxxxx Party, no other person has the rights therein or rights to the use or copies of the Core Software or source codes, and complete written listings and written copies of the source codes for the Core Software are in the possession of the Xxxxx Parties; (B) standard packaged software, is licensed to the Xxxxx Parties on an express or implied license which does not require the Xxxxx Parties to make any further payments, is not terminable without the consent of the relevant Xxxxx Party and which imposes no material restrictions except as to copying or the use or transfer of the Core Software; and (C) all other Core Software is licensed to the Xxxxx Parties on the terms of written licenses which require payment by the Xxxxx Parties of a fixed annual license fee at a rate not exceeding that paid in calendar 1998, except for reasonable fees for software support, require the Xxxxx Parties to make no further or other payments, are not terminable, except for failure to pay the license fee, without the consent of the Xxxxx Parties, and impose no material restrictions except as to copying or the use or transfer of the Core Software.
Condition of Software. All Software:
(1) performs efficiently in accordance with its specifications and does not contain any defect or feature which may have an Adverse Effect on its performance or the performance of any other software in the future (providing such future software is otherwise compatible);
(2) is lawfully held and used and does not infringe the intellectual property rights of any Person and all copies held have been lawfully made; and
(3) as to copyrights in connection with the Software:
(A) Software written or commissioned by the Company is owned exclusively by the Company, no other person has the rights therein or rights to the use or copies of the Software or source codes and complete written listings and written copies of the source codes for the Software are in the possession of the Company;
(B) standard packaged Software is licensed to the Company on an express or implied license which does not require the Company to make any further payments, is not terminable without the consent of the Company and which imposes no material restrictions, except as to copying, on the use or transfer of the Software; and
(C) all other Software is licensed to the Company on the terms of such written licenses which require payment by the Company of a fixed annual license fee at a rate not exceeding that paid in fiscal year 2000, as set forth on Schedule 5.15(b), and except for ---------------- reasonable fees for software support, require the Company to make no further or other payment, are not terminable, except for failure to pay the license fee, without the consent of the Company and impose no material restrictions, except as to copying, on the use or transfer of the Software.
Condition of Software. Except in such respects as would not result in a material Adverse Effect, all software used on or stored or resident in the Computers of Buildscape ("Software"):
(1) performs efficiently in accordance with its specifications and does not contain any defect or feature which may have an Adverse Effect on its performance or the performance of any other software in the future (providing such future software is otherwise compatible);
(2) is lawfully held and used and does not infringe the intellectual property rights of any Person and all copies held have been lawfully made; and
(3) as to copyrights in connection with the Software:
(A) Software written or commissioned by Buildscape is owned exclusively by it, no other person has the rights therein or rights to the use or copies of the Software or source codes, and complete written listings and written copies of the source codes for the Software are in the possession of Buildscape, as applicable; and
(B) all other Software is licensed to Buildscape on an express or implied license which does not require any further payments, is not terminable and which imposes no material restrictions except as to copying on the use or transfer of the Software.
Condition of Software. All software used on or stored or resident in Target’s and the Company’s Computers (“Software”) is lawfully held and used and does not infringe the intellectual property rights of any Person and all copies held have been lawfully made; and as to copyrights in connection with the Software, standard packaged Software, is licensed to the Company or Target on an express or implied license,
Condition of Software. Set forth on Schedule 6.9(b) and except for those facts and circumstances which either individually or in the aggregate would not have an Adverse Effect, is a list of all software used on or stored or resident in the Computers which are included in the Acquisition Assets (“Software”), and:
(1) performs efficiently in accordance with its specifications and does not contain any defect or feature which may have an Adverse Effect;
(2) is lawfully held and used and, to the Knowledge of Seller, does not infringe the intellectual property rights of any Person and all copies held have been lawfully made; and
(3) as to copyrights in connection with the Software:
(A) Software written or commissioned by Seller is owned exclusively by Seller, no other person has rights therein or rights to the use or copies of the Software or source codes and complete written listings and copies of the sources codes are in Seller’s possession; and
(B) standard packaged Software is licensed to Seller on an express or implied license which does not require Seller to make any further payments, is not terminable without the consent of Seller and which imposes no material restrictions, except as to copying, on the use or transfer of the Software.
Condition of Software. All software used on or stored or resident in the Company’s Computers (“Software”) is lawfully held and used and does not infringe the intellectual property rights of any Person and all copies held have been lawfully made; and as to copyrights in connection with the Software, standard packaged Software, is licensed to the Company on an express or implied license,
Condition of Software. All software used on or stored or resident in the Computers (“Software”):
(1) performs efficiently in accordance with its specifications and does not contain any defect or feature which may have an Adverse Effect on its performance or the performance of any other software in the future (providing such future software is otherwise compatible);
(2) is lawfully held and used and does not infringe the intellectual property rights of any Person and all copies held have been lawfully made; and
(3) as to copyrights in connection with the Software:
(A) standard packaged Software, is licensed to Company on an express or implied license which does not require Company to make any further payments, is not terminable without the consent of Company and which imposes no material restrictions except as to copying on the use or transfer of the Software; and
(B) all other Software, is licensed to Company on the terms of such written licenses which require payment by Company of a fixed annual license fee at a rate not exceeding that paid in calendar 2009, but except for reasonable fees for software support, require Company to make no further or other payment, are not terminable, except for failure to pay the license fee, without the consent of Company and impose no material restrictions except as to copying on the use or transfer of the Software.
Condition of Software. All software used on or stored or resident in the Computers of Seller, including the Software to be licensed to Buyer pursuant to the License Agreements:
(1) performs efficiently in accordance with its specifications and does not contain any defect or feature which may have an Adverse Effect on its performance or the performance of any other software in the future (providing such future software is otherwise compatible);
(2) is lawfully held and used and does not infringe the intellectual property rights of any Person and all copies held have been lawfully made; and
(3) as to the Software, subject to the License Agreements, specifically including the Software System, OPS, ES and Software, such Software:
(A) is owned exclusively by Seller, no other person has the rights therein or rights to the use of the Software, or copies of the Software or source codes, and
(B) standard packaged or other software contains all links necessary for the execution of each software program;
(C) standard packaged software is licensed to Seller on an express or implied license that does not require Seller to make any further payments, is not terminable without the consent of Seller, and imposes no material restrictions except as to copying on the use or transfer of the Software;
(D) all other software is licensed to Seller on the terms of such written licenses that do not require payment by Seller of a fixed annual license fee, and, except for reasonable fees for software support, do not require Seller to make further or other payment, are not terminable, and impose no material restrictions except as to copying on the use or transfer of the Software; and
(E) all standard packaged and other software used in the Software is described on Schedule 4.10(b)(3)(E), attached hereto.
