No Special Adverse Circumstances Sample Clauses

No Special Adverse Circumstances. (i) The computer Software source and object code underlying or utilized in the Products, does not incorporate, depend upon or require for its functionality, and is not embedded in or bundled with any source or object code that is not wholly-owned by the Company. The Company has not licensed or provided any third Person, or otherwise permitted any third Person to access or use, any source code of any of the Owned Intellectual Property that is embodied in Software. (ii) No government funding, facilities of a university, college, other educational institution or research center, was used in the creation or development of the Owned Intellectual Property. To the Knowledge of the Company, no current or former employee, consultant or independent contractor, in each case who was involved in, or who contributed to, the creation or development of any Owned Intellectual Property, has performed services for any Governmental Authority, a university, college, or other educational institution, or a research center, during a period of time during which such employee, consultant or independent contractor was also performing services used in the creation or development of the Owned Intellectual Property. The Company is not a party to any Contract, license or agreement with any Governmental Authority that grants to such Governmental Authority any right or license with respect to the Owned Intellectual Property, other than as granted in the ordinary course of business pursuant to a non-exclusive license to any Product, that reserves ownership in Intellectual Property Rights to the Company. (iii) The Company is not a member of, and the Company is not obligated to license or disclose any Intellectual Property to, any official or de facto standards setting or similar organization or to any organization’s members (“Standards Body”). To the extent Company has been a member of a Standards Body, it has complied with all applicable rules and terms and conditions of membership, including all related disclosure obligations. (iv) None of the Software that embodies the Owned Intellectual Property is, in whole or in part, subject to the provision of any written open source agreement or other type of license agreement or distribution model agreement that (A) requires the distribution or making available of the source code for the any such Software, (B) prohibits or limits the Company from charging a fee or receiving consideration in connection with sublicensing or distributing any such Sof...
Sample 1
AutoNDA by SimpleDocs
No Special Adverse Circumstances. The computer Software source and object code underlying or utilized in connection with the Owned Intellectual Property does not incorporate, depend upon or require for its functionality any source or object code or other Intellectual Property that is not wholly-owned by the Company.
Sample 1
No Special Adverse Circumstances. Except as disclosed on Section 3.13(p) of the Seller Disclosure Schedule, the computer software source and object code underlying or utilized in connection with the Owned Intellectual Property does not incorporate, depend upon or require for its functionality any source or object code or other Intellectual Property that is not wholly owned by the Sellers. None of the Purchased Intellectual Property was developed using any Governmental Authority or university funding or facilities, nor was it obtained from a Governmental Authority or university. The Sellers are not a member of, and are not obligated to license or disclose any Intellectual Property to, any official or de facto standards setting or similar organization or to any organization’s members. Except as disclosed on Section 3.13(p) of the Seller Disclosure Schedule, none of the Purchased Intellectual Property (other than the Third Party Intellectual Property) includes any software of the type commonly referred to as “freeware” or “shareware,” or that is subject to any form of “GNU,” “Mozilla,” or other public license (“Freeware”).
Sample 1
No Special Adverse Circumstances. The computer Software source and object code underlying or utilized in connection with the Owned Intellectual Property does not incorporate, depend upon or require for its functionality any source or object code or other Intellectual Property that is not wholly-owned by the Company or to which the Company does not possess sufficient legal rights to use as currently used by the Company or presently intended to be used by the Company. No government funding, facilities of a university, college, other educational institution or research center, was used in the creation or development of the Owned Intellectual Property. To the Knowledge of the Company, no current or former employee, consultant or independent contractor, in each case who was involved in, or who contributed to, the creation or development of any Owned Intellectual Property, has performed services for any Governmental Authority, a university, college, or other educational institution, or a research center, during a period of time during which such employee, consultant or independent contractor was also performing services used in the creation or development of the Owned Intellectual Property in a manner that would provide a basis for such Governmental Authority, university, college, or other educational institution, or a research center, to claim ownership of or any rights to use, license, sublicense or otherwise exploit any Owned Intellectual Property that the current or former employee, consultant or independent contractor, has purported to assign to the Company. The Company is not a party to any Contract, license or agreement with any Governmental Authority that grants to such Governmental Authority any right or license with respect to the Owned Intellectual Property, other than as granted in the ordinary course of business pursuant to a non-exclusive license to any Software. Except as set forth in Section 3.13(m)(iii) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a member or promoter of, or a contributor to, any official or de facto standards setting or similar organization that could reasonably be expected to require or obligate the Company or any Company Subsidiary to license or disclose any Intellectual Property to, any such organization's members or to grant or offer to any of such organization's members, or to any other Person, any license or right to any Company Intellectual Property
Sample 1
No Special Adverse Circumstances. To the Knowledge of Seller, the Software that is included in the Included Intellectual Property does not contain any source or object code or other Intellectual Property that is not wholly-owned by Seller or Tegal France. Neither Seller nor Tegal France is a member of, nor is either obligated to license or disclose any Intellectual Property to, any official standards setting organization or to any such organization’s members. Seller and Tegal France have not used any Software of the type commonly referred to as “freeware” or “shareware” in a manner that requires the Included Intellectual Property to be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works or (iii) redistributable at no charge.
Sample 1
No Special Adverse Circumstances. The computer software source and object code underlying or utilized in connection with the Owned Intellectual Property does not incorporate, depend upon or require for its functionality any source or object code or other Intellectual Property that is not wholly-owned by the Sellers. None of the Purchased Intellectual Property was developed using any Governmental Authority or university funding or facilities, nor was it obtained from a Governmental Authority or university. The Sellers are not a member of, and are not obligated to license or disclose any Intellectual Property to, any official or de facto standards setting or similar organization or to any organization’s members. None of the Purchased Intellectual Property (other than the Third Party Intellectual Property) includes any software of the type commonly referred to as “freeware” or “shareware,” or that is subject to any form of “GNU,” “Mozilla,” or other public license.
Sample 1
No Special Adverse Circumstances. (i) No Governmental Entity funding (excluding revenue pursuant to services and licenses with third parties in the Ordinary Course) was or is used in the creation or development of the Owned Intellectual Property. (ii) Except as set forth on Schedule 5.13(o)(ii), the Company has not been and is not a member of, and the Company has not been and is not obligated to license or disclose any Intellectual Property to, any official or de facto standards setting or similar organization or to any such organization’s members. (iii) Except as set forth on Schedule 5.13(o)(iii), none of the Software in the Owned Intellectual Property offered for use in the Company’s products or used externally by Company in the conduct of the Business is, in whole or in part, subject to the provision of any written open source agreement or other license agreement that requires any portion of such Software to be made available without charging any fee, requires the Company to permit preparing derivative works based on such Software, requires making available any source code for any portion of such Software, or imposes any other material limitation, restriction or condition on the right or ability of the Company to use, distribute or enforce any Owned Intellectual Property. None of the Software set forth on Schedule 5.13(o)(iii) that is incorporated or integrated into the Company’s products or any other externally-facing Software, is used, or distributed by the Company in a manner that would trigger any of the aforementioned obligations under such open source or other license agreement.
Sample 1
AutoNDA by SimpleDocs
No Special Adverse Circumstances. None of the Fallout Intellectual Property was developed using any government or university funding or facilities, nor was it obtained from a governmental entity or university. The Seller is not a member of, and is not obligated to license or disclose any Intellectual Property to, any official or de facto standards setting or similar organization or to any organization's members. None of the Fallout Intellectual Property (or any of the other Purchased Intellectual Property embedded or contained in or linking to any of the Fallout Intellectual Property includes any Software of the type commonly referred to as "open source software," "freeware" or "shareware," or that is subject to any form of "GNU," "Mozilla," or other public license or open source license, rights or other obligations.
Sample 1
No Special Adverse Circumstances. (i) Except as specifically set forth in Section 3.13(r) of the Company Disclosure Schedule, no government funding, facilities of a university, college, other educational institution or research center, was used in the creation or development of the Owned Intellectual Property. To the Knowledge of the Company, no current or former employee, consultant or independent contractor, in each case who was involved in, or who contributed to, the creation or development of any Owned Intellectual Property, has performed services for any Governmental Authority, a university, college, or other educational institution, or a research center, during a period of time during which such employee, consultant or independent contractor was also performing services used in the creation or development of the Owned Intellectual Property. The Company is not a party to any Contract, license or agreement with any Governmental Authority that grants to such Governmental Authority any right or license with respect to the Owned Intellectual Property, other than as granted in the ordinary course of business pursuant to a non-exclusive license to any Software. (ii) The Company is not a member of, and the Company is not obligated to license or disclose any Intellectual Property to, any official or de facto standards setting or similar organization or to any organization’s members (“Standards Body”). To the extent Company has been a member of a Standards Body, it has complied with all applicable rules and terms and conditions of membership, including all related disclosure obligations.
Sample 1

Related to No Special Adverse Circumstances

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • No Material Adverse Changes There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.

  • Material Adverse Change A Material Adverse Change occurs;

  • No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

  • Absence of Material Adverse Change On the Closing Date, no circumstance shall exist that constitutes a REIT II Material Adverse Effect.

  • Absence of Material Adverse Changes No material adverse change in the business, assets, financial condition, or prospects of the Company shall have occurred, no substantial part of the assets of the Company not substantially covered by insurance shall have been destroyed due to fire or other casualty, and no event shall have occurred which has had or will have a material adverse effect on the business, assets, financial condition or prospects of the Company.

  • Parent Material Adverse Effect Since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

  • No Parent Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect.

  • Notice of Material Adverse Change Firm agrees to notify Citizens in writing of any “Material Adverse Change” to Firm within ten (10) days of said change. A “Material Adverse Change” means: (i) a change in the business operations or financial condition of Firm which negatively impacts its capacity to meet its professional or financial obligations;

  • Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!