SELLER’S DATA Sample Clauses

SELLER’S DATA. Excluding Data marked with an appropriate legend and protected in accordance with a separate Proprie- tary Information Agreement, any Data, which Seller discloses to Buyer while performing this Order, that Seller has not marked with a limited rights legend in accordance with the applicable rights in technical data and computer software clauses/provisions called out herein shall not be considered proprietary to Seller or in any way restrict Buyer’s use of such Data.
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SELLER’S DATA. (a) Seller agrees that all information, including but not limited to technical data, computer software and documentation, or other information furnished with items or required to be furnished by this Order, together with any information furnished orally, shall be free from proprietary restriction except if elsewhere authorized in this Order. Subject to provision 5(b) below, Seller’s data, for which a restrictive use marking is authorized in this Order, may be duplicated, modified, distributed or otherwise used by Buyer in performance of its customer contracts. Such usage includes, as a minimum, preparation of logistics and instructional information and delivery thereof as required by such customer’s contract. Any other specific rights, not inconsistent with these minimum rights, shall be listed or described in a license or agreement and made a part of this Order. (b) Except as to data available to Buyer without restriction from other sources or independently developed by Buyer or released by Seller without restriction, Seller’s data subject to an authorized restrictive use marking shall not without Seller’s permission be: (1) used by Buyer for procurement from other than Seller; (2) used by Buyer for manufacture of items described by such data; or (3) disclosed outside Buyer or its customers. (1) To the Extent that Seller establishes a claim to statutory copyright in any data first produced or furnished in the performance of this Order, Seller grants Buyer a royalty-free, nonexclusive, irrevocable, world-wide license to publish, distribute, translate, duplicate, exhibit, or perform any such data copyrighted by Seller with the right to grant sublicenses. (2) Seller further agrees not to knowingly include any data copyrighted by others in technical data delivered under this Order without first obtaining, at no additional cost and for the benefit of Buyer, a license therein of the same scope as set forth in provision 5(c)(1).
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SELLER’S DATA. (AS APPLICABLE) 11.1 Seller agrees that all data or information, regardless of form and including but not limited to tapes, photo prints, and other graphic information, furnished with Item(s) or required to be furnished by this Order, together with any information furnished orally, shall be free from proprietary restriction. Data for which a restrictive use marking is authorized herein or by special agreement may be duplicated and used by Buyer as required. 11.2 To the extent that Seller establishes a claim to statutory copyright in any data first produced and furnished in the performance of this Order, Seller grants the Buyer a royalty-free, perpetual, nonexclusive, irrevocable, worldwide license to publish, distribute, translate, duplicate, exhibit, or perform any such data copyrighted by the Seller with the right to grant sublicenses. 11.3 Exclusive of computer software and related documentation, Seller agrees to grant a license for the benefit of Buyer of the same scope set forth in Section 11.2 to any technical data delivered under this Order that are copyrighted by Seller. 11.4 Exclusive of computer software and related documentation, Xxxxxx further agrees not to knowingly include any material copyrighted by others in technical data delivered under this Order without first obtaining, at no additional cost and for the benefit of Buyer, a license therein of the same scope as set forth in section 13.
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SELLER’S DATA. (a) Seller agrees that any document, such as drawings, or any printed or written material furnished to Buyer under the terms of this Purchase Order may be used and duplicated in connection with further use or disposition of the work performed under this Purchase Order. Buyer agrees to reproduce any restrictive legends or copyright notice on copies thereof and abide by military security requirements relating thereto, if any. (i) To the extent that Seller established a claim to statutory copyright in the data first produced and furnished in the performance of this Purchase Order, Seller grants the Buyer a royalty-free, non-exclusive, irrevocable, world- wide license to publish, distribute, translate, duplicate, exhibit or perform any such data copyrighted by the Seller with the right to grant sublicenses. (ii) Exclusive of computer software, related documentation and other proprietary data, the Seller agrees to grant a license for the benefit of the Buyer of the same scope as set forth in Article 12(b)(i) to any technical data delivered under this Purchase Order that is copyrighted by the Seller. (iii) Exclusive of computer software and related documentation, the Seller further agrees not to knowingly include any material copyrighted by others in technical data delivered under this Purchase Order without first obtaining at no additional cost a license therein for the benefit of the Buyer of the same scope as set forth in Article 12(b)(i). (c) To the extent that this Purchase Order is for the purchase of “off-the- shelf” computer software, the following provisions apply: Notwithstanding any other provision of Buyer’s License Agreement, Buyer may transfer the computer software licensed hereunder to a foreign noncommunist Government with the following restrictive rights: This computer software is the property of Seller. It may not be used, duplicated, nor disclosed by the foreign noncommunist Government except as provided below: (i) Use this computer software with the computer for which it was acquired, including use at any foreign noncommunist Government installation to which the computer may be transferred; (ii) Use this computer software with a backup computer if the computer for which it was acquired is inoperative; (iii) Copy this computer software for safekeeping (archives) or backup purposes; (iv) Modify this computer software or combine it with other software, subject to the provision that where the derivative software contains portions which shall rema...
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SELLER’S DATA. Any knowledge, information, drawings, designs, data or computer programs (herein called "Data") which Seller discloses to Buyer in connection with this Order, which Data Seller has not marked with a limited rights legend, in accordance with DoD FAR Supplement 52.227-7013, shall not be considered as proprietary to Seller or in any way restrict Buyer's use of such Data.
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SELLER’S DATA. Revise paragraph 4(c)(1), revise the opening portion of the sentence as follows: "To the extent that Seller establishes a claim to statutory copyright in any data first produced in the performance of this Order, Seller grants the Buyer..."
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SELLER’S DATA. Seller agrees that all data or information, regardless of form and including but not limited to tapes, photo prints and other graphic information, furnished with Item(s) or required to be furnished by this Order, together with any information furnished orally, shall be free from proprietary restriction. Data for which a restrictive use marking is authorized herein or by special agreement, may be duplicated and used by Buyer as required.
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SELLER’S DATA a. Seller agrees that all information, including but not limited to technical data, computer software and documentation, tapes, photo prints, and other information, furnished with items or required to be furnished by this Order, together with any information furnished orally, shall be free from proprietary restriction except if elsewhere authorized in this Order. Subject to Provision 4(b) below, Seller's data for which a restrictive use marking is authorized by the DFARS or elsewhere, in this order, may be duplicated, modified, distributed or otherwise used by Buyer in performance of its customer contracts. Such usage includes, as a minimum, preparation of logistics and instructional information and delivery thereof as required by such customer's contract. Any other specific rights, not inconsistent with these minimum right, shall be listed or described in a license or agreement and made a part of this Order. Seller also grants to the Buyer the same rights granted above to the Government for use by Buyer in performance of its higher tier contracts. b. Except as to data available to Buyer, without restriction from other sources or independently developed by Buyer or released by Seller without restriction, Seller's data subject to an authorized restrictive use marking shall not without Seller's permission be: (1) used by Buyer for procurement from other that Seller, (2) used by Buyer for manufacture of items described by such data, or (3) disclosed outside Buyer or its customers. (1) To the extent that Seller established a claim to statutory copyright in any data first produces of this Order, Seller grants the Buyer a royalty-free, nonexclusive, transferable , world-wide license to consider, duplicate or perform any such data copyrighted by the Seller. (2) The Seller further agrees not to knowingly include any data copyrighted by others in technical data delivered under this Order without first obtaining, at no additional cost and for the benefit of the Buyer, a license therein of the same scope as set forth in Provision 4 (C)(1).
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SELLER’S DATA processing
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Related to SELLER’S DATA

  • Seller’s Deliveries Seller’s delivery at Closing of the following, all documents to be executed originals and, if applicable, witnessed and properly acknowledged (the Closing Documents”): (i) Limited warranty deeds from each entity constituting Seller as to the portion of the Property each such entity owns in the form attached hereto as Exhibit D, subject to the following matters (collectively, the “Deed”): (A) Non-delinquent real property taxes, water and sewer charges and all assessments (governmental and private) and unpaid installments thereof which are not yet due and payable, subject to the provisions of Section 11.2 below; (B) Any matter (including any lien, encumbrance or easement) voluntarily imposed or consented to in writing by Purchaser prior to or as of the Closing; (C) Laws and governmental regulations, including all building codes, zoning regulations and ordinances, that affect the use, operation and maintenance of the Property, and any violations thereof; (D) Such state of facts as may be shown on an accurate and current survey or by inspection of the Property; (E) Variations between locations of fences, retaining walls, guy poles, xxxxxx, treelines and shrubs; (F) Rights of tenants, as tenants only, of the Land and Improvements under the terms and conditions of all Leases with Purchaser hereby acknowledging that Purchaser has examined such Leases; and (G) the Permitted Exceptions, as defined in Section 8.1. (ii) Reserved; (iii) The Assignment and Assumption Agreement in the form attached as Exhibit F (the “Assignment and Assumption Agreement”); (iv) The Leases, together with any letters of credit held as security deposits under any of the Leases and all instruments reasonably required to transfer such letters of credit to Purchaser; (v) The Certification in the form attached hereto as Exhibit G that Seller is not a “foreign person”; (vi) An Assistant Secretary’s Certificate evidencing the authority of individuals to execute any instruments executed and delivered by Seller at Closing, together with a certificate of good standing of Seller; (vii) The Xxxx of Sale in the form attached hereto as Exhibit H; (viii) A closing statement in form and content satisfactory to Seller and Purchaser (the “Closing Statement”) signed by Seller; (ix) All keys and lock combinations for the Property and all leasing and other files relating to the Property and all other licenses, certificates, permits, plans, books, records and reports and other materials that comprise the Intangible Property, to the extent such items are in Seller’s actual possession or control; (x) At least three (3) business days prior to closing Seller must have delivered to Purchaser original tenant estoppel certificates executed by tenants under existing Leases from the following tenants of the Improvements: (1) Coyote Logistics LLC, (2) AGS LLC, and (3) GSMA LTD.(collectively, the “Major Tenants”) and from a sufficient number of other tenants of the Improvements (the “Minor Tenants”) so that estoppel certificates are received from tenants leasing no less than seventy percent (70%) of the aggregate area leased in the Improvements, exclusive of any parking leases (the “Required Tenant Estoppel Certificates”). Each Required Tenant Estoppel Certificate (1) will be on the form attached to the applicable Lease, if any, or if there is no form attached to the Lease, then will be substantially on the form attached hereto as Exhibit I (provided, however, if any Lease limits the provisions to be included in any estoppel certificate, the form shall be modified accordingly); and (2) will not have been modified in any substantive, adverse manner. The addition of a knowledge qualification or other non-material change to an estoppel certificate will not cause such tenant estoppel certificate to fail to satisfy the requirements for an acceptable Required Tenant Estoppel Certificate. Seller, at its sole option, may elect to satisfy part of the requirements under this Section 4.1(b)(x) by delivery of a Seller estoppel certificate in the form attached hereto as Exhibit N (a “Seller Estoppel Certificate”) for up to ten percent (10%) of the leased square footage of the Improvement leased by Minor Tenants whose Required Tenant Estoppel Certificates have not been received by Closing. Any Seller Estoppel Certificate delivered by Seller to Purchaser shall be subject to all terms and conditions of Sections 15.15 and 15.21 of this Agreement. If Seller or Purchaser subsequently obtains a Required Tenant Estoppel Certificate meeting the requirements of this Section 4.1(b)(x) hereof, from a tenant for which Seller has delivered a Seller Estoppel Certificate, the delivered Seller Estoppel Certificate will be null and void, and Purchaser will accept the Required Tenant Estoppel Certificate in its place. In the event Seller fails, for any reason, to deliver to the Purchaser the required number of Required Tenant Estoppel Certificates in accordance with the provisions of this Section 4.1(b)(x) prior to the Closing, then Seller will not be deemed in default hereunder, and Purchaser’s sole remedy will be to terminate this Agreement, whereupon the Title Company will return the Deposit to Purchaser, and both parties will be relieved of any further obligations hereunder, except for the obligations hereunder which expressly survive Closing or other termination of this Agreement. Seller will deliver to Purchaser a draft of each Required Tenant Estoppel Certificate for Purchaser’s review and approval prior to Seller’s delivery thereof to the tenants. Seller agrees to request a Tenant Estoppel Certificate from each of the tenants under the Leases and to diligently pursue the execution and delivery thereof, provided, Seller shall not be required to pay any money or xxx any tenant to procure a Required Tenant Estoppel Certificate. If Seller has not delivered the Required Tenant Estoppel Certificates prior to Closing, Seller may, at Seller’s option, elect to: (i) adjourn the Closing for a period not to exceed fifteen (15) business days to allow Seller to continue its efforts to obtain the Required Tenant Estoppel Certificates to satisfy. In the event after adjourning the Closing as set forth above, Seller fails to provide a sufficient number of Required Tenant Estoppel Certificates, Purchaser’s sole remedy shall be to either (Y) waive the Estoppel Requirement and proceed to Closing without any abatement in the Purchase Price, or (Z) terminate this Agreement and receive a refund of the Deposit. (xi) Reserved; (xii) A Tenant Notice Letter in the form attached hereto as Exhibit M executed by Seller to be mailed out by Purchaser upon Closing; (xiii) Reserved; (xiv) Reserved; (xv) Reserved; (xvi) Such documents of Seller which authorize the sale of the Property to Purchaser and other documents as all are reasonably required by the Title Company and reasonably approved by Seller; (xvii) A lien waiver executed by the Broker on a customary form, in a form acceptable to the Title Company; (xviii) An owner’s affidavit in the form attached hereto as Exhibit T in order to cause the Title Company to issue to Purchaser an owner’s title insurance policy or policies in the form and condition required by this Agreement (but all such affidavits, certificates or other documents must be reasonably acceptable to Seller); (xix) A certificate or affidavit as is required under applicable provisions of Georgia law to assure Purchaser and Title Company that Georgia withholding tax is not required; and (xx) Such additional assignments, instruments and documents, including title affidavits, certificates or other documents customarily required by the Title Company as defined in Section 8.1 hereof on Seller’s and Title Company’s customary forms, appropriate to be executed and delivered by Seller as may be reasonably necessary to complete the transaction contemplated hereby and to carry out the intent and purposes of this Agreement provided the same are commercially reasonable and do not require disclosure of proprietary information.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

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