Software and Systems. All management and other systems (including computers and peripheral equipment), databases, computer software, computer disks and similar assets, and all licenses and rights in relation thereto, to the extent set forth on Schedule 1.2(a)(y), Schedule 1.2(a)(z) or Schedule 1.2(c).
Software and Systems. As between Practice and FIGmd, FIGmd shall exclusively own the software and systems provided by or used in connection with the data, data sets, databases and the like of the HDW and all intellectual property rights therein. Without limiting the foregoing, as between Practice and FIGmd, Practice acknowledges and agrees that FIGmd exclusively owns the data sets, databases and the like of the HDW and all intellectual property rights prepared by or for FIGmd related thereto (including, without limitation, processes, techniques, algorithms, know-how and trade secrets). Further without limiting the foregoing, Practice acknowledges and agrees that, once any data submitted by FIGmd is accepted by the HDW, such data shall not be considered Confidential Information subject to the rights and obligations under Section 7.
Software and Systems. (a) Section 3.20(a) of the Seller Disclosure Schedule contains a true, correct, complete and accurate list of all material Software used by the Company, other than off-the-shelf Third-Party Software. The Company is the sole and exclusive owner of the material Software (other than the Third-Party Software) and has the right, power and authority to sell, transfer, assign, convey and license such material Software without liability to, or any requirement of, consent from, or obligation to pay royalties to, any other Person, other than would not reasonably be expected to have a Company Material Adverse Effect.
(b) The material Third-Party Software is used pursuant to an agreement or license and each such agreement or license is, to Seller’s Knowledge, valid and enforceable and in full force and effect and neither the Company nor, to Seller’s Knowledge, any licensor is in default under or in breach of any such license or agreement (nor has any event occurred which would, with the passage of time, notice, or both, constitute a breach or default).
(c) The Software and, to Seller’s Knowledge, the Third-Party Software is free of material defects in features, functions, performance and operations and the material Software and, to Seller’s Knowledge, the material Third-Party Software contains no Disabling Devices.
(d) The Source Code for the Software will, in all material respects, compile into object code or otherwise be capable of being installed and operated and when so installed will have, in all material respects, the features, functions and performance described in the documentation pertaining to the Software and will, in all material respects, execute on the computer platforms for which it is designed. All Source Code and other documentation concerning the Software is, in all material respects, correct, accurate and sufficiently documented to enable a software developer of reasonable skill to understand, modify, debug, enhance, compile, support and otherwise utilize all aspects of the Software, without reference to other sources of information.
(e) No portion of the material Software is subject to a license having terms that obligate the Company or any other Person (i) to provide or disclose the source code for the Software to the public or (ii) to dedicate the Software, or any portion thereof, to the public domain.
