Software and Other Intangibles Sample Clauses

Software and Other Intangibles. 22 4.13 Contracts.......................................................22 4.14

Software and Other Intangibles. (i) Part 4.20(i) of the Parent’s Disclosure Schedule contains an accurate and complete list and description of (1) Company Owned Software and (2) material Software (other than Company Owned Software) which is licensed, marketed, supported, maintained or used by an Acquired Company (“Company Embedded Software”) (collectively referred to as “Company Intangibles”). (ii) The Acquired Companies have good and valid title to, and has the full right to use, all of the Company Owned Software and the full right to use all of the Embedded Software, in each case free and clear of any Encumbrance. No rights of any third party are necessary to market, license, sell, modify, update and/or create derivative works for the Company Owned Software. (iii) No third party has any ownership rights or ownership interests in any customizations, modifications, enhancements or other similar changes to the Company Owned Software, whether made by an Acquired Company or a third party. All derivative works based upon the Company Owned Software are solely owned by an Acquired Company. (iv) All of the Company Owned Software was created as “works made for hire” by regular full time employees of Acquired Company. To the extent that any author or developer of Acquired Company was not a regular, full-time employee of Acquired Company at the time such Person contributed to any Company Owned Software, such author or developer has irrevocably assigned to Acquired Company in writing all copyrights and other proprietary rights in such Person’s work with respect to such Company Owned Software. (v) No Acquired Company has disclosed or delivered to any escrow agent or to any other Person, or permitted the disclosure to any escrow agent or to any other Person of, the source code (or any aspect or portion thereof) for or relating to any past, present or future product of Acquired Company). (vi) Except with respect to demonstration or trial copies, no portion of any Company Owned Software and, to the Knowledge of Parent, any other Company Intangibles contains any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus,” or other Software routines or hardware components designed to permit unauthorized access to disable or erase Software, hardware, or data without the consent of the user.

Software and Other Intangibles. Except for commercially available Software, set forth on Schedule 3.11 is an accurate and complete list and description of all Software and material Intangibles owned, marketed, licensed, supported, maintained, used or under development by the Acquired Companies, and, in the case of Software, a product description, the language in which it is written and the type of hardware platform(s) on which it runs. Except as explained on Schedule 3.11, each of the Acquired Companies has good and valid title to, and has the full right to use, all of the Software and Intangibles listed on Schedule 3.11, free and clear of any Encumbrance (except for use restrictions contained in licensed commercially available Software). Except as set forth in Schedule 3.11, all shrinkwrap and other commercially available Software has been properly licensed and all related fees paid. To the knowledge of HealthAxis, all application Software utilized in its business is year 2000 compliant. To the knowledge of HealthAxis, none of the Software or Intangibles listed on Schedule 3.11, or their respective past or current uses, including the preparation, distribution, marketing or licensing, has violated or infringed upon, or is violating or infringing upon, any Software, technology, patent, copyright, trade secret or other Intangible of any Person. To the knowledge of HealthAxis, no Person is violating or infringing upon, or has violated or infringed upon at any time, any of the Software or Intangibles listed on Schedule 3.11. Except as set forth on Schedule 3.11, none of the Software or Intangibles listed on Schedule 3.11 is owned by or registered in the name of any current or former owner, shareholder, partner, director, executive, officer, employee, salesman, agent, customer, representative or contractor of any of the Acquired Companies or any of the HealthAxis Shareholders nor does any such Person have any interest therein or right thereto, including the right to royalty payments.

Software and Other Intangibles. Except for shrinkwrap and other commercially available Software, set forth on Schedule 3.14 is an accurate and complete list and description of all Software and Intangibles owned, marketed, licensed, supported, maintained, used or under development by the Acquired Companies, and, in the case of Software, a product description, the language in which it is written and the type of hardware platform(s) on which it runs. Except for shrinkwrap and other commercially available Software, no other Software or Intangibles is necessary to operate the business of each of the Acquired Companies as currently operated. Except as explained on Schedule 3.14, each of the Acquired Companies has good and valid title to, and has the full right to use, all of the Software and Intangibles listed on Schedule 3.14, free and clear of any Encumbrance (except for use restrictions contained in licensed commercially available Software). All shrinkwrap and other commercially available Software has been properly licensed and registered, and all related fees paid. With respect to the Software listed on Schedule 3.14 and except as set forth on Schedule 3.14, (a) the Acquired Companies maintain machine-readable master-reproducible copies, source code listings, technical documentation and user manuals (if any) for the most current releases or versions thereof and for all earlier releases or versions thereof currently being supported by them; (b) to the knowledge of CTC, in each case, the machine-readable copy substantially conforms to the corresponding source code listing; (c) to the knowledge of CTC, it is written in the language set forth on Schedule 3.14, for use on the hardware set forth on Schedule 3.14 with standard operating systems; (d) to the knowledge of CTC, it can be maintained and modified by reasonably competent programmers familiar with such language, hardware and operating systems or other Persons with whom CTC presently has service and maintenance agreements; (e) in each case, it operates in accordance with the user manual therefor without material operating defects; and (f) to the knowledge of CTC, in each case, each component of such Software that creates, accepts, displays, stores, retrieves, accesses, recognizes, distinguishes, compares, sorts, manipulates, processes, calculates, converts or otherwise uses dates or date-related data, will do so accurately, without any operating defects, loss of functionality or degradation in performance or volume capacity, using dates i...

Software and Other Intangibles. (a) Section 3.13(a) of the Company Disclosure Letter contains an accurate and complete list and description of all (i) Software owned, purported to be owned, developed or under development by any of the Acquired Companies (“Owned Company Software”); (ii) material Software which is licensed, marketed, supported, maintained or used by the Acquired Companies (other than Commercially Available Software and the Owned Company Software); and (iii) all material names, material corporate names, material fictitious names, material trade names, material trademarks, material trademark applications, material service marks, material service xxxx applications, material brand names, material product names, and material slogans, material patents, material patent applications, material copyrights (other than Software), material copyright applications, material copyright registrations, material designs and material logos owned, marketed, licensed, supported, maintained, used or under development by the Company and its Subsidiaries (such Software and Intangibles described in subsections (i), (ii) and (iii) above and Commercially Available Software collectively referred to herein as the “Company Intangibles”), and, in the case of Owned Company Software, a product description, the language in which it is written, and the type of standard operating systems on which it runs. Except as set forth in Section 3.13(a) of the Company Disclosure Letter, no other Software or Intangibles (other than Commercially Available Software, trade secrets and know-how) are currently used in a material manner to operate the business of any of the Acquired Companies. (b) Except as set forth in Section 3.13(b) of the Company Disclosure Letter, each of the Acquired Companies has good and valid title to, and has the full right to use, in all material respects, all of the Company Intangibles owned, purported to be owned, developed or under development by any of the Acquired Companies (collectively, “Owned Company Intangibles”), and the full right to use, in all material respects, all other Company Intangibles, in each case free and clear of any Encumbrance other than Permitted Encumbrances. Except as set forth in Section 3.13(b) of the Company Disclosure Letter, no rights of any third party are materially necessary to market, license, sell, modify, update, and/or create derivative works for the Owned Company Intangibles. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Letter, the Com...

Software and Other Intangibles. (a) Schedule 4.14 contains an accurate and complete list and description of all Company Intangibles consisting of trademark applications and registrations, patents and patent applications, registered copyrights and copyright applications and Software, in each case whether and the precise extent to which any of the Acquired Companies owns such Company Intangibles, and, in the case of Software (other than Off-the-Shelf Software), a product description thereof, the language in which it is written, and the type of hardware platform(s) on which it runs, and in the case of third-party Software or other Software not owned by any of the Acquired Companies, the number of user licenses held by the Companies. Except as set forth on Schedule 4.14, no other Software or Intangibles are used to operate the Company Business. (b) Except as set forth on Schedule 4.14, each Acquired Company has good and valid title to, and has the full right to use, all of the Software and Intangibles owned, purported to be owned, developed or designed, or under development or design by such Acquired Company (“Owned Software and Intangibles”) and the full right to use all other Software and Intangibles held or used by such Acquired Company (including Intangibles that appear on any Company Web Sites (as defined in Section 4.14(l)) or in their catalogs, brochures and other marketing materials) (“Licensed Software and Intangibles”), in each case free and clear of any Encumbrance. Except as set forth on Schedule 4.14, no rights of any third party are necessary to market, license, sell, modify, update, and/or create derivative works for the Owned Software and Intangibles or, additionally except to the extent set forth in any Specified Contract, the Licensed Software and Intangibles. No Intangibles other than Owned Software and Intangibles and Licensed Software and Intangibles are necessary or used to conduct the Company Business. Except for Off the Shelf Software or as set forth on Schedule 4.14, none of the Owned Software and Intangibles and Licensed Software and Intangibles requires the Consent of any Person (including notice to any Person) in connection with the execution and delivery of this Agreement and the performance of the Merger and the other transactions contemplated hereby. (c) Except as set forth on Schedule 4.14, all of the Owned Software and Intangibles were created as a work for hire (as defined under U.S. copyright law) by regular full time employees of the Acquired Companies or,...

Software and Other Intangibles. Except for shrinkwrap and other commercially available Software, each of the Borrower Companies has good and valid title to, and has the full right to use, all of the Software and General Intangibles, free and clear of any Encumbrance (except for use restrictions contained in licensed commercially available Software). All shrinkwrap and other commercially available Software has been properly licensed and all related fees paid. With respect to the Software, (a) the Borrower Companies maintain machine-readable master-reproducible copies, source code listings, technical documentation and user manuals for the most current releases or versions thereof and for all earlier releases or versions thereof currently being supported by them; (b) in each case, the machine-readable copy substantially conforms to the corresponding source code listing; (c) it is written for use on standard operating systems; (d) it can be maintained and modified by reasonably competent programmers familiar with such language, hardware and operating systems or other Persons with whom the Borrower presently has service and maintenance agreements; and (e) in each case, it operates in accordance with the user manual therefore without material operating defects. None of the Software or General Intangibles, or their respective past or current uses, including the preparation, distribution, marketing or licensing, has violated or infringed upon, or is violating or infringing upon, any Software, technology, patent, copyright, trade secret or other Intangible of any Person. To the knowledge of the Borrower, no Person is violating or infringing upon, or has violated or infringed upon at any time, any of the Software or General Intangibles. None of the Software or General Intangibles is owned by or registered in the name of any current or former owner, shareholder, partner, director, executive, officer, employee, salesman, agent, customer, representative or contractor of any of the Borrower Companies nor does any such Person have any interest therein or right thereto, including the right to royalty payments. Notwithstanding the foregoing, the Company is obligated to pay royalty payments equal to not more than 12% of sales on the Company’s “Fatigue Fuse” product, and a royalty of approximately 10% of sales of the Company’s Fatigue Sensor product.

Software and Other Intangibles. Section 5.8 of the Seller Disclosure Letter sets forth an accurate and complete list and description of all Software programs owned or under development by Parent or the Subsidiaries and used in the Acquired Business. Except as explained in Section 5.8 of the Seller Disclosure Letter, Parent and the Subsidiaries have good and marketable title to all Intellectual Property Assets listed in Section 5.8 of the Seller Disclosure Letter and to all Specified Software and has the full right to use all of the Specified Software and Intellectual Property Assets listed in Section 5.8 of the Seller Disclosure Letter, free and clear of any Lien. Except as set forth in Section 5.8 of the Seller Disclosure Letter, all Specified Software and all Copyrights purported to be owned or under development by Parent or the Subsidiaries were created as works for hire (as defined under U.S. copyright law) or are otherwise owned by Parent or the Subsidiaries. With respect to any "shrinkwrap" or other third-party Software licensed or used by any Seller Party, such Software has been properly licensed and all related fees have been paid. With respect to the Specified Software: (i) Parent and the Subsidiaries maintain machine-readable master-reproducible copies, source code listings, technical documentation and user manuals for the most current releases or versions thereof and for all earlier releases or versions thereof currently being supported by Parent and the Subsidiaries;

Software and Other Intangibles. (a) Schedule 4.9(a) contains an accurate and complete list and description of all Intangibles, including corporate names, fictitious names, trade names, trademarks, trademark applications, service marks, service xxxx applications, brand names, product names, and slogans, patents, formulas, patent applications, copyrights, copyright applications, design, logos and Software owned, marketed, licensed, supported, maintained, used or under development by Seller in any jurisdiction throughout the world and used in connection with the Boss Division (the “Boss Intangibles”). (b) Except as set forth on Schedule 4.9(b), Seller has all right, title and interest in and to, including good and indefeasible title and the full right to use, all Boss Intangibles, free and clear of any Encumbrance. (c) None of the Boss Intangibles set forth on or their respective past or current uses, including the preparation, manufacture, distribution, marketing, selling or licensing thereof, has violated or infringed upon, or is violating or infringing upon, or by conducting the Seller Business as currently conducted by Seller, will violate or infringe upon any Software, technology, patent, copyright, trade secret or other Intangible of any Person. None of the Boss Intangibles is subject to any Judgment. No Proceeding is pending or is threatened, nor has any claim or demand been made, which challenges or challenged the legality, validity, enforceability, use or exclusive ownership by Seller of any such Boss Intangibles. Except as set forth on Schedule 4.9(c), no Person is violating or infringing upon, or has violated or infringed upon at any time, any Boss Intangible. (d) Seller has adequately maintained all trade secrets and copyrights with respect to the Boss Intangibles.

Software and Other Intangibles. 3.13.1 Schedule 3.13 contains an accurate and complete list and description of all names, corporate names, fictitious names, trademarks, service marks, trade names, brand names, product names, symbols, slogans, copyrights, Web sites, designs, logos, formulae, inventions, product rights, technology, and Software owned, marketed, licensed (in or out), supported, maintained, used, under development, or held for use by each of the WD Group that are material to the Business, and, in the case of Software, a product description, the language in which it is written and the type of hardware platform(s) on which it runs. 3.13.2 Each of the WD Group owns solely and exclusively and has good and marketable title to, or otherwise has the full right to use pursuant to an off-the-shelf license agreement commercially available to the general public, all Intangibles of each of the WD Group, free and clear of all Encumbrances. No rights or permission of any of the WD Group, any equity owner, or any other Person are necessary to use, make, manufacture, reproduce, distribute, display, perform, market, license, sell, offer to sell, modify, adapt, translate, enhance, improve, update, or create derivative works based upon any Intangible, to the extent the Intangible is used, made, manufactured, reproduced, distributed, displayed, performed, marketed, licensed, sold, offered for sale, modified, adapted, translated, enhanced, improved, updated, and/or with respect to which derivative works are created in connection with, related to, pursuant to, in the conduct of, or as part of the Business. None of the Intangibles of any of the WD Group are registered in the name of any one or more Persons other than any of the WD Group, including any one or more current or former owners, equity owners, partners, directors, executives, officers, employees, salesmen, agents, patients, representatives, clients or contractors or any equity owners of any of the WD Group, nor does any such Person have any interest therein or right thereto, including, but not limited to, the right to royalty payments. 3.13.3 None of the Intangibles or their respective past or current uses of any of the WD Group, including the preparation, distribution, marketing or licensing thereof, has violated or infringed upon, or is violating or infringing upon, any Intellectual Property Right or other proprietary right of any Person. None of the Intangibles of any of the WD Group is subject to any Encumbrance or Judgment. No Proce...