Software and Technology. (i) To the knowledge of the Sellers, except as would not, individually or in the aggregate, have a Material Adverse Change of the Purchased Companies, the computer and data processing systems, facilities and services used by any Purchased Company are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of any Purchased Company has been disclosed to a third party.
Software and Technology. (i) Schedule 4.2(k)(i) of the Disclosure Letter contains a complete list of software (excluding off-the-shelf software) owned by, licensed to or used by Corporation. To the knowledge of the Silanis Companies, such software does not contain any undisclosed program routine, device or other feature, including viruses, worms, bugs, time locks, Trojan horses or back doors, in each case that is designed to delete, disable, deactivate, interfere with or otherwise harm such software, and any virus or other intentionally created, undocumented contaminant that may, or may be used to, access, modify, delete, damage or disable any hardware, system or data. Corporation is complying and has at all times complied with the terms of use or other license terms of any software (including off-the-shelf software).
Software and Technology. Neither MMG nor MMC owns or licenses any material Software, other than off-the-shelf Software.
Software and Technology. 4.17.1 The Company is not a party, either as licensee or licensor of Technology, to any Contract which is material to the Business and any other Contracts under which the Company grants or receives any rights to Technology which is material to the Business.
Software and Technology. User will not, directly or indirectly: (a) sell, rent, lease, license, sublicense, or otherwise make available the Software or any other Megger IP to any third party; (b) decompile, disassemble, attempt to access the Software’s source code, or reverse engineer the Software or the Equipment, in whole or in part; (c) write or develop any software or otherwise create any derivative works based upon the Software; or (d) use the Software for any unlawful purpose or in an unlawful manner.
Software and Technology. (i) To the knowledge of Naturo, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Naturo, the computer and data processing systems, facilities and services used by Naturo are substantially free of any material defects, bugs, errors and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses, time locks, backdoors or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data and any other intentionally created, undocumented contaminant that may, or may be used to, access, modify, delete, damage or disable any hardware, system or data (“Unauthorized Code”).
Software and Technology. Section 5.1(s) of the Disclosure Letter contains a complete list of software owned by, licensed to or used by the Vendor in connection with the Purchased Business, which is not generally commercially available.
Software and Technology. Hearst understand and agrees that IV, in performing its obligations hereunder, may incorporate or use IV Tools in connection with the Hosting Services, Production Services and incorporation of the Magazine Sites into the Network. By way of example, IV Tools could include without limitation toolbars for maneuvering between pages, search engines, and Java applets, quiz technology, newsletter templates. In the event any IV Tools are incorporated by IV into or are used IV in connection with any Magazine Site, or any IV Tools are used to manipulate Proprietary Content for distribution on the Magazine Site or through the Network, then IV hereby grants to Hearst during the Term of this Agreement a worldwide, non-exclusive, nontransferable, royalty-free, free right to use the IV Tools on and in connection with the Magazine Sites and as permitted hereunder at Sections 8(a) and (c) hereunder. By way of example, the text (e.g., clues) and page graphics apparent to a viewer of a quiz shall, as between the parties, be Proprietary Content. The underlying graphic template and the application that runs the quiz shall be an IV Tool. However, if Hearst requests IV to create a Hearst Tool, or technology exclusively for Hearst, such application, tool or technology shall be deemed a work made for hire and included within Original Site Content.
Software and Technology. The following are the ASP Services to be provided to Client by FIS under this Section 9: Proprietary and Confidential Information – Fidelity Information Services, LLC (PID # 224877) ) Page 5 of 26 Exhibit 10.50 Schedule C – Virtual Back Office (VBO) with AutoSuite Services
Software and Technology. Schedule 3.3.24 of the Vendors' Disclosure Letter contains a complete and accurate list of Software owned by, licensed to or used by the Acquired Companies, which constitutes all of the Software necessary for the conduct of the Business as conducted immediately prior to the Pre-Closing Reorganization Effective Time and as of the date hereof. The Acquired Companies have secured, in respect of all licensed Software, the appropriate number of licenses to access and operate the Software based on the number of users thereof at the Acquired Companies, which licenses are in full force and effect and the Acquired Companies are not in default thereunder. To the Knowledge of Vendors, such Software does not contain any undisclosed program routine, device or other feature, including viruses, worms, bugs, time locks, Trojan horses or back doors, in each case that is designed to delete, disable, deactivate, interfere with or otherwise harm such Software, and any virus or other intentionally created, undocumented contaminant that may, or may be used to, access, modify, delete, damage or disable any hardware, system or data.
