Seller Logos shall have the meaning ascribed to such term in Section 5.8.
Seller Logos shall be as defined in Section 8.3.1.
Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.
Seller Marks has the meaning set forth in Section 6.4.
Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.
Seller Contracts means those Contracts of Seller or any Other Seller that relate primarily to the Business.
Acquired Assets has the meaning set forth in Section 2.1.
Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.
Purchased Equipment means any equipment, including any Software, sold by BT to the Customer.
Purchased Assets has the meaning set forth in Section 2.1.
Sellers has the meaning set forth in the Preamble.
Acquired Contracts has the meaning given in Section 2.1(a).
Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.
Transferred Contracts has the meaning ascribed to it in Section 2.1(c).
Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.
Seller Affiliates has the meaning assigned to such term in Section 2.7.1;
Seller Entities means, collectively, Seller and all Seller Subsidiaries.
Purchased Intellectual Property has the meaning set forth in Section 1.2(g).
Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.
Assumed Contracts has the meaning set forth in Section 2.1(d).
Buyer Data means all data, records, files, information or content, including text, sound, video, images and software, that is (a) input or uploaded by Buyer or its Users to or collected, received, transmitted, processed, or stored by Buyer or its Users using the Software or SaaS Service in connection with this Agreement, or (b) derived from (a). Buyer Data is Confidential Information of Buyer.
Purchased Contracts has the meaning set forth in Section 2.1.1(a).
Seller has the meaning set forth in the Preamble.
Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).
Seller Disclosure Letter means the letter, dated as of the date hereof, delivered by Seller to Buyer prior to the execution of this Agreement and identified as the Seller Disclosure Letter.
Buyer Disclosure Schedule means the disclosure schedule dated as of the date hereof delivered by Buyer to Seller in connection with the execution and delivery of this Agreement.