Seller Licensed Software definition

Seller Licensed Software means all Software licensed to the Seller (to the extent related to the Business) or any of the Business Subsidiaries.
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Seller Licensed Software means Software owned (i.e., in which the copyright is owned) by a party other than Seller (or a Seller Affiliate) that is licensed by Seller (or a Seller Affiliate). “Seller Owned Software” means Software, other than the ABS Software, owned (i.e., in which the copyright is owned) by Seller (or a Seller Affiliate). “Seller Material Adverse Effect” means any change, event, circumstance or development that has or is reasonably likely to have a material adverse effect on, (a) the Acquired Assets as a whole, or (b) the ability of Buyer to use and operate Acquired Assets as a whole immediately after the Closing in the same manner as Seller used and operated the Acquired Assets immediately prior to the Closing; except, in either case, when resulting from a change in Law. “Service Recipient” means any of the following who are designated by Seller from time to time as recipients of Services under the MSA: Seller’s Affiliates, former Seller Affiliates, licensees, customers, providers (e.g., physicians, medical groups, hospitals, etc.), contractors and other entities with which Seller has a business relationship. “Software” means (i) program code, in binary object code (machine language) form and source code (programming language) form and all supporting documentation, media, on-line help facilities and tutorials, including any updates thereto, (ii) frameworks, utilities, macros, Software configurations, templates and tools used to deliver services or enhance the productivity or quality of services, and (iii) derivative works of any item described in clauses (i) and (ii). “Taxes” means all taxes and similar charges, fees, levies or assessments, including income, gross receipts, ad valorem, premium, value-added, excise, real property, personal property sales, use, harmonized sales, goods and service, transfer, withholding (including withholding taxes on payments
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Seller Licensed Software means the computer software owned, developed or currently being developed, by, or on behalf of, any of the Sellers or acquired by any such Seller from third parties, the ownership of which will not be transferred to the Purchaser under this Agreement, but that Purchaser shall be granted licenses to use thereof, as listed on Schedule 2.1(a)(xvii)C hereto, including, to the extent in Seller's direct or indirect control, source code, object code, objects, comments, screens, user interfaces, report formats, templates, menus, buttons, icons, and all files, data materials, data base designs and electronic formats, manuals, design notes, technical information and other items, documentation related thereto or associated therewith owned by any Seller regardless of the form of manifestation thereof.
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Examples of Seller Licensed Software in a sentence

  • Shareholder has (and shall convey to Purchaser at the Closing) good and valid title to or, in the case of leased personal property, valid leasehold interests in the Shareholder Assets, or, in the case of Seller Intellectual Property, Seller Licensed Intellectual Property, Seller Licensed Software or Seller Proprietary Software that is licensed to Shareholder, valid licenses to the Shareholder Assets, free and clear of all Liens except Permitted Liens.

  • None of the Sellers has received any written charge, complaint, claim, demand or notice alleging that the ownership or use of the Intellectual Property, the Seller Transferred Software, the Seller Licensed Software or the Third Party Software constitutes any interference with or infringement or misappropriation of any rights of any Person, and none of the Sellers has knowledge of any reasonable basis therefor, which claim is currently unresolved.

  • The Sellers have the right to use the Intellectual Property, the Seller Transferred Software, the Seller Licensed Software and the Third Party Software.

  • To the Sellers' knowledge, no Person has interfered with, infringed on or misappropriated any of the Intellectual Property, the Seller Transferred Software or the Seller Licensed Software.

  • All fees and actions reasonably required to be taken for the registration, maintenance, operation, use or protection of the Intellectual Property, the Seller Transferred Software and the Seller Licensed Software have been paid and taken.

  • Except as set forth in Schedule 4.11(a), none of the Intellectual Property, the Seller Transferred Software or the Seller Licensed Software is subject to any outstanding Judgment or Contract to which any Seller is a party prohibiting or restricting the use thereof by such Seller with respect to the Businesses or prohibiting or restricting the licensing or transfer thereof by such Seller to the Purchaser or any other Person, or restricting the use thereof by the Purchaser or any other Person.

Related to Seller Licensed Software

  • Licensed Software includes error corrections, upgrades, enhancements or new releases, and any deliverables due under a maintenance or service contract (e.g., patches, fixes, PTFs, programs, code or data conversion, or custom programming).

  • Third Party Software means software which is proprietary to any third party (other than an Affiliate of the Contractor) which is or will be used by the Contractor for the purposes of providing the Services.

  • Supplier Software means software which is proprietary to the Supplier or its Affiliates which is used or supplied by the Supplier in the provision of the Services; Supplier Staff means all persons employed or engaged by the Supplier together with the Supplier's servants, agents, suppliers, consultants and Sub-Contractors (and all persons employed by any Sub-Contractor together with the Sub-Contractor’s servants, consultants, agents, suppliers and Sub-Contractors) used in the performance of its obligations under this Contract; Time and Materials means the pricing mechanism for the Services as may be agreed by the Parties and set out at paragraph Error: Reference source not found in the SOW; TUPE means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) as amended or replaced or any other regulations or UK legislation implementing the Acquired Rights Directive; Velocity means the Metric which measures the total number of Story Points for Stories that have been accepted in a Sprint, indicating the rate of progress towards Acceptance of all Stories from the Product Backlog;

  • Developed Software means software specifically designed for the Principal under the Contract. Depending how advanced its development is, it may be either a Product or a Service or both.

  • Licensed Materials means any materials that Executive utilizes for the benefit of the Company (or any Subsidiary thereof), or delivers to the Company or the Company’s Customers, which (a) do not constitute Work Product, (b) are created by Executive or of which Executive is otherwise in lawful possession and (c) Executive may lawfully utilize for the benefit of, or distribute to, the Company or the Company’s Customers.

  • Customer Technology means Customer's proprietary technology, including Customer's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Customer or licensed to Customer from a third party) and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed during the term of this Agreement by Customer.

  • Licensed Material means the artistic or literary work, database, or other material to which the Licensor applied this Public License.

  • Company Software means Software owned or purported to be owned by or developed by or for the Company or any Company Subsidiary.

  • Licensed Technology means the Licensed Know-How and Licensed Patents.

  • Licensed IP means the Intellectual Property owned by any person other than the Corporation and to which the Corporation has a license which has not expired or been terminated;

  • Business Software means with respect to a Licensor, all Software to the extent Controlled by such Licensor or any of its Affiliates as of the Effective Date, which Software is reasonably required as of the Effective Date for the conduct of (i) the Agriculture Business if the Licensee is AgCo, including as listed on section (i) of Schedule Q, or (ii) the Materials Science Business if the Licensee is MatCo, including as listed on section (ii) of Schedule Q, in each case (in respect of the foregoing (i) and (ii)), only if and to the extent such Licensee and its Affiliates have not been granted a license or other rights to use such Software under the Separation Agreement or any other Ancillary Agreement. Notwithstanding the foregoing, Business Software expressly excludes any and all Excluded IP.

  • Customer Software means software which is owned by or licensed to the Customer;

  • SAP Software means: (i) any and all software products and Cloud Services licensed to Customer under the License Agreement as specified in software order forms or Cloud Service Order Forms (or other order forms, schedules or appendices as applicable) thereto; (ii) any new releases, updates or versions thereof made available through unrestricted shipment pursuant to the respective support agreement or warranty obligation and (iii) any complete or partial copies of any of the foregoing.

  • Font Software means the software provided by Branding with Type which, when used on an appropriate Device or Devices, generates typeface and typographic designs and ornaments. Font Software shall include all bitmap representations of typeface and typographic designs and ornaments created by or derived from the Font Software. Font Software includes upgrades, updates, related files, permitted copies, permitted conversions, and related documentation.

  • Oracle Software means any software agent, application or tool that Oracle makes available to You for download specifically for purposes of facilitating Your access to, operation of, and/or use with, the Services.

  • Tyler Software means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement. • “we”, “us”, “our” and similar terms mean Xxxxx. • “you” and similar terms mean Client.

  • Proprietary Software means computer software developed for and owned by the Failed Bank for its own purpose and use.

  • End User License means any license terms imposed by any Third Party Vendor on Customers and End Users. “Force Majeure Event” means an event or occurrence:

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company or a Subsidiary by any third party.

  • Embedded Software means one or more software applications which permanently reside on a computing device.

  • Transferred Technology has the meaning set forth in Section 2.3(a).

  • Client Software means software that allows a Device to access or utilize the services or functionality provided by the Server Software.

  • Licensed Content means those articles or other parts of a Licensed Title which form part of the content licensed in accordance with the Order (including all content published during the Subscription Period or other period specified in the Order to which access and use rights are granted under this Licence, and including all Previously Subscribed Material).

  • Owned Software means all computer, software or firmware programs, modules or libraries owned or purported to be owned by the Company or any of its Subsidiaries.

  • Software License means a license for the Software granted under this XXXX to the Licensee;

  • Company Technology means all Technology owned or purported to be owned by the Company.