Common use of Software Source Code Clause in Contracts

Software Source Code. Seller has not disclosed, delivered, licensed or made available to any Person or agreed or obligated itself to disclose, deliver, license or make available to any Person, or permitted the disclosure or delivery to any escrow agent or other Person of, any Business Source Code, other than disclosures to employees and consultants involved in the development of Business Products under binding written agreements that prohibit use or disclosure except in the performance of services for Seller. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the disclosure, delivery or license by Seller of any Business Source Code, other than disclosures to employees and consultants involved in the development of Business Products under binding written agreements that prohibit use or disclosure except in the performance of services for Seller. Without limiting the foregoing, neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will result in a release from escrow or other delivery to a third party of any Business Source Code. The software used by Seller in the provision of any Business Product: (i) to the knowledge of Seller, has sufficiently documented source code enabling a reasonably skilled software developer to understand, modify, compile and otherwise utilize the related technology; and (ii) does not contain any disabling mechanisms or protection features which are designed to disrupt, disable, harm or otherwise impede in any manner the operation of, or provide unauthorized access to, a computer system or network or other device on which Business Product software is stored or installed or damage or destroy any data or file without the user's consent. Seller has implemented procedures consistent with standard industry practices to ensure that each Business Product and any software included in the Business Intellectual Property are free from viruses, disabling or other malicious codes. The Business Products and the software included in the Business Intellectual Property do not contain any errors or bugs that adversely affect, or may reasonably be expected to adversely affect, the value, functionality or fitness for the intended purpose of such Business Products or software included in the Business Intellectual Property. None of the software used in the provision of any Business Product fails to comply with any applicable warranty or other contractual commitment relating to the use, functionality or performance of such Business Product or any product or system containing or used in conjunction with such Business Product.

Software Source Code. Seller has not disclosed, delivered, licensed or made available to any Person or agreed or obligated itself to disclose, deliver, license or make available to any Person, or permitted the disclosure or delivery to any escrow agent or other Person of, any Business Seller Source Code, other than disclosures to employees and consultants involved in the development of Business Seller Products under binding written agreements that prohibit use or disclosure except in the performance of services for Seller. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the disclosure, delivery or license by Seller of any Business Seller Source Code, other than disclosures to employees and consultants involved in the development of Business Seller Products under binding written agreements that prohibit use or disclosure except in the performance of services for Seller. Without limiting the foregoing, neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will result in a release from escrow or other delivery to a third party of any Business Seller Source Code. The software used by Seller in the provision of any Business Seller Product: (i) to the knowledge of Seller, has sufficiently documented source code enabling a reasonably skilled software developer to understand, modify, compile and otherwise utilize the related technology; and (ii) does not contain any disabling mechanisms or protection features which are designed to disrupt, disable, harm or otherwise impede in any manner the operation of, or provide unauthorized access to, a computer system or network or other device on which Business Seller Product software is stored or installed or damage or destroy any data or file without the user's consent. Seller has implemented procedures consistent with standard industry practices to ensure that each Business Seller Product and any software included in the Business Seller Owned Intellectual Property are free from viruses, disabling or other malicious codes. The Business Seller Products and the software included in the Business Seller Owned Intellectual Property do not contain any errors or bugs that adversely affect, or may reasonably be expected to adversely affect, the value, functionality or fitness for the intended purpose of such Business Seller Products or software included in the Business Seller Owned Intellectual Property. None of the software used in the provision of any Business Seller Product fails to comply with any applicable warranty or other contractual commitment relating to the use, functionality or performance of such Business Seller Product or any product or system containing or used in conjunction with such Business Seller Product.

Software Source Code. Seller The Company has not disclosed, delivered, licensed or made available to any Person or agreed or obligated itself to disclose, deliver, license or make available to any Person, or permitted the disclosure or delivery to any escrow agent or other Person of, any Business Company Source Code, other than disclosures to employees and consultants involved in the development of Business Company Products under binding written agreements that prohibit use or disclosure except in the performance of services for Sellerthe Company. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the disclosure, delivery or license by Seller the Company of any Business Company Source Code, other than disclosures to employees and consultants involved in the development of Business Company Products under binding written agreements that prohibit use or disclosure except in the performance of services for Sellerthe Company. Without limiting the foregoing, neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will result in a release from escrow or other delivery to a third party of any Business Company Source Code; provided that the foregoing representations and warranties of the Company shall not be deemed breached by the operation of any Contract either (i) to which Acquiror or any of its Affiliates is a party prior to the Closing or (ii) that is entered into after the Closing. The software used by Seller the Company in the provision of any Business Company Product: (i) to the knowledge of Sellerthe Company, has sufficiently documented source code enabling a reasonably skilled software developer to understand, modify, compile and otherwise utilize the related technology; and (ii) does not contain any disabling mechanisms or protection features which are designed to disrupt, disable, harm or otherwise impede in any manner the operation of, or provide unauthorized access to, a computer system or network or other device on which Business Company Product software is stored or installed or damage or destroy any data or file without the user's ’s consent. Seller The Company has implemented procedures consistent with standard industry practices to ensure that each Business Company Product and any software included in the Business Company Owned Intellectual Property are free from viruses, disabling or other malicious codes. The Business Company Products and the software included in the Business Company Owned Intellectual Property do not contain any errors or bugs that adversely affect, or may reasonably be expected to adversely affect, the value, functionality or fitness for the intended purpose of such Business Company Products or software included in the Business Company Owned Intellectual Property. None of the software used in the provision of any Business Company Product fails to comply with any applicable warranty or other contractual commitment relating to the use, functionality or performance of such Business Company Product or any product or system containing or used in conjunction with such Business Company Product.

Software Source Code. Seller The Corporation has not disclosed, delivered, licensed or made available to any Person or agreed or obligated itself to disclose, deliver, license or make available to any Person, or permitted the disclosure or delivery to any escrow agent or other Person of, any Business Company Source Code, other than disclosures to employees and consultants involved in the development of Business Company Products under binding written agreements that prohibit use or disclosure except in the performance of services for Sellerthe Corporation. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the disclosure, delivery or license by Seller the Corporation of any Business Company Source Code, other than disclosures to employees and consultants involved in the development of Business Company Products under binding written agreements that prohibit use or disclosure except in the performance of services for Sellerthe Corporation. Without limiting the foregoing, neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will result in a release from escrow or other delivery to a third party any other Person of any Business Company Source Code; provided that the foregoing representations and warranties shall not be deemed breached by the operation of any Contract either (i) to which Purchaser or any of its Affiliates is a party prior to the Closing or (ii) that is entered into after the Closing. The software used by Seller the Corporation in the provision of any Business Company Product: (i) to the knowledge of Seller, has sufficiently documented source code enabling a reasonably skilled software developer to understand, modify, compile and otherwise utilize the related technology; and (ii) does not contain any disabling mechanisms or protection features which are designed to disrupt, disable, harm or otherwise impede in any manner the operation of, or provide unauthorized access to, a computer system or network or other device on which Business Company Product software is stored or installed or damage or destroy any data or file without the user's ’s consent. Seller The Corporation has implemented procedures consistent with standard industry practices to ensure that each Business Company Product and any software included in the Business Company Owned Intellectual Property are free from viruses, disabling or other malicious codes. The Business Company Products and the software included in the Business Company Owned Intellectual Property do not contain any errors or bugs that adversely affect, or may reasonably be expected to adversely affect, the value, functionality or fitness for the intended purpose of such Business Company Products or software included in the Business Company Owned Intellectual Property. None of the software used in the provision of any Business Company Product fails to comply with any applicable warranty or other contractual commitment relating to the use, functionality or performance of such Business Company Product or any product or system containing or used in conjunction with such Business Company Product.