Software Licenses. Seller has all necessary licenses to use all material third-party software used in connection with the Purchased Assets, and to Sellers’ knowledge, Sellers’ use of third-party software does not infringe the rights of any Person or Entity.
Software Licenses. All Software Versions or other enhancements, modifications or fixes to the Software provided to the Licensee pursuant to this Agreement constitute RCDevs Software licensed to the Licensee under any applicable Software License Agreement between RCDevs and the Licensee. This Agreement is not an amendment to any such Software License Agreement but is a separate binding agreement that incorporates terms of any such Software License Agreement relating to license and ownership rights, use limitations, limitation of liability, and confidentiality and non- disclosure obligations. Additionally, this Agreement incorporates by reference any “Miscellaneous” or “General” provisions of any such Software License Agreement in their entirety.
Software Licenses. To the extent Contractor purchases or provides any software, which software is necessary or otherwise desirable for the continued operation of the Project after Substantial Completion, Contractor shall register Owner as the licensee of such software with the applicable Subcontractor and provide any other reasonable assistance necessary to procure the rights for Owner to use such software. In the event that Contractor becomes Bankrupt, or ceases business operations, Contractor shall provide (or cause to be provided) a copy of all object code and all associated source code for all software (other than third party “off the shelf” generally available software) delivered in connection with this Agreement, including all relevant documentation and instructions necessary to maintain, duplicate, and compile the source code.
Software Licenses. (a) Licensor hereby at its option (i) grants to Licensee a non-exclusive sublicense or (ii) agrees to cause an Affiliate to grant to Licensee a non-exclusive license, in each case, during the Term to use the Licensed Software in connection with the Licensed Vacation Ownership Business. Licensee shall comply with all terms and conditions of the applicable license or sublicense (which shall be equivalent in all material respects to the then-current version of the Hilton Information Technology System Agreement) in connection with such use.
(b) Licensor hereby grants to Licensee the non-exclusive right during the Term to access the Licensed System and provide the Licensed System with information as to the current inventory of vacant rooms at Licensed Vacation Ownership Properties.
Software Licenses. 2.1 Software licenses may be Ordered by the Customer in terms of either a perpetual or subscription basis.
Software Licenses. To the extent O&M Contractor purchases any software which software is necessary for the continued operation of the Project, O&M Contractor shall register Owner as a licensee of such software.
Software Licenses. All software that is made available for downloading from the website ("Software") is protected by copyright and may be protected by other rights. The use of such Software is governed by the terms of the software license agreement or designated Legal Notice accompanying such software ("License Agreement"). The downloading and use of such Software is conditioned on your agreement to be bound by the terms of the License Agreement.
Software Licenses. CSG owns the licenses for the software installed on each Convertible Laptop. Under no circumstances may any of this software be transferred to any other computer except under the direction of the CSG Technology Department.
Software Licenses. The execution and performance of the First Step Transfer Agreement and the Second Step Transfer Agreement do not infringe any licenses or other agreements for the use of the software connected to the Devices.
Software Licenses. 3.01 Seller hereby grants to Buyer a fully paid-up, royalty-free worldwide, irrevocable, non-transferable (except as provided in Article X) and nonexclusive license to use, copy, sublicense and distribute the Licensed Software, and create, use, copy, sublicense and distribute Derivative Works from the Licensed Software in connection with the conduct or operation of the CATV Business, under any and all copyright, trade secret and other intellectual property rights (other than patent rights which are specifically granted in Article VI herein) in the Licensed Software owned by Seller or its Related Companies or in which Seller or its Related Companies have a right to license as of the Effective Date including, without limitation, the right (i) to reproduce the Code of and Documentation for such Licensed Software; (ii) to sell, lease, sublicense (but only to the extent that Seller has a right to authorize Buyer to grant such a sublicense and provided that Seller shall not be obligated to pay any consideration for such sublicense authorization) or otherwise transfer copies of the Licensed Software and Derivative Works therefrom, in whole or in part for use within the scope of the CATV Business; and (iii) to combine the Licensed Software and Derivative Works therefrom with other software or hardware within the scope of the CATV Business.
3.02 Seller agrees to deliver to Buyer, within 30 days of Closing, complete and useable copies of the Licensed Software and any related documentation. To Seller's knowledge, all of the Licensed Software will, at Closing, be included in the Principal Equipment transferred to Buyer or otherwise in the possession of the Transferred Employees. Notwithstanding the foregoing, Seller agrees to take all steps reasonably requested by Buyer in connection with promptly delivering to Buyer any copies of any components of the Licensed Software or documentation not delivered to Buyer at Closing. Buyer agrees that the previous sentence provides Buyer's sole remedy for Seller's failure to deliver the Licensed Software.
3.03 The Parties recognize that the best or only available copy of certain Assigned Software and Licensed Software may reside, after the Closing Date, within the CATV Business or in the possession of the CATV Business, and that Seller may require certain access to or copies of the Assigned Software and Licensed Software for purposes consistent with this Agreement, which, because of inadvertence or oversight, a copy was not retain...
