IT Licenses definition
Examples of IT Licenses in a sentence
Notwithstanding anything to the contrary in Section 6.3 (relating to obtaining consents for the assignment of Contracts), Purchaser shall pay the costs or fees required to obtain the Necessary IT Licenses (the “IT Transfer Fees”) up to $8,000,000.
Subject to the requirement to obtain the consent of the third party licensor, as set out in Appendix 11, the information technology software covered by the IT Licenses transferred as a part of the Transfer Assets can be used by the Purchaser as from the Transfer Date.
The IT Licenses have been duly executed and are legally valid and enforceable in accordance with their respective terms, as disclosed to the Purchaser in writing in connection with the Purchaser’s due diligence review.
The IT Licenses are as of the Transfer Date transferred to the Purchaser.
The Purchaser shall perform and be responsible for all obligations and liabilities under or related to the IT Licenses to the extent such obligations are required under the IT Licenses to be performed or discharged or such liabilities accrue or relate to events or circumstances occurring following the Transfer Date (however, excluding any obligations or liabilities relating to the fact that a consent or waiver required from a third party has not been obtained by the Transfer Date).
The Sellers shall perform and be responsible for all obligations and liabilities under or related to the IT Licenses to the extent such obligations are required under the IT Licenses to be performed or discharged or such liabilities accrue or relate to events or circumstances occurring prior to and including the Transfer Date.
The Agreement stipulates defined obligations for each party to ensure effective operation of the system.
All Liabilities under the IT Licenses required to have been paid or performed by Sellers on or prior to the Transfer Date have been paid or performed in accordance with the terms of such contracts.
For the avoidance of doubt, the above described division of obligations and liabilities in relation to the IT Licenses shall apply between the Sellers and the Purchaser regardless of anything to the contrary agreed with any licensor or other contracting counterparty under IT Licenses under any assignment agreement or other document.
The Parties acknowledge that consents for transferring IT Licenses have been obtained by Closing only for software and/or other applications listed in Appendix 11.