Transferred Software definition

Transferred Software means the Software (i) owned by Seller and its Affiliates and held for use or used, in each case, primarily in the conduct of the Business (the “Owned Software”) or (ii) licensed to Seller and its Affiliates and set forth on Schedule 1.01(a)(viii).

Transferred Software means all Software owned or licensed by any member of the BGC Partners Group or Newmark Group primarily used or held for use in the Transferred Business as of the Effective Time.

Transferred Software means the computer programs and databases listed in Section 1.01(a)(xi) of the Seller Disclosure Schedule, in all cases excluding any components of the Atlas system.

Examples of Transferred Software in a sentence

• For the Transferred Software which is licensed from SAP or its Affiliates (“SAP Software”), except for any such software which is an Excluded FH Software License, if the consent to transfer such license to the SAP Software to Buyer is not obtained within six (6) months of the Closing, then Seller shall pay Buyer’s external costs of procuring a replacement from SAP for the license to such SAP Software, up to the extent to which such SAP Software was utilized by or for the FH Business prior to the Closing.

• Seller shall indemnify Buyer and its Affiliates from and against any third party claims which arise from the provision of such access and use constituting a breach of contract under the applicable Excluded FH Software Licenses or the IP Contracts under which the Transferred Software is provided to Seller.

• SC1:4886116.33 make Pabst products), related know-how, and specific applications corresponding to Transferred Software (including any specific configurations or customized environments specific to the Brewery) owned by Optionor or MillerCoors or their Affiliates and used in the operation of the Brewery.

• The Transferred Software will include both source code and object code to the extent available.

• Further, Buyer shall not be responsible for its inability to provide the Buyer Services to Seller hereunder to the extent such inability arises from the failure to transfer to Buyer any Transferred Software or any of the software or databases under the Excluded FH Software Licenses.

More Definitions of Transferred Software

Transferred Software means the software authored by, or on behalf of, or licensed by Coherent and used in the operation of the Clean Room and manufacture of the Transferred Lasers, including the control of the Transferred Equipment. The Transferred Software will include both source code and object code to the extent available.

Transferred Software means the Software known as the software and related materials as more particularly described in Exhibit A.

Transferred Software means the software listed in Annex C hereto.

Transferred Software means the Software (a) listed in Section 1.01(xv) of the Seller Disclosure Schedule or (b) that is used (or held for use) primarily in the conduct of the Business and owned by Seller or a Seller Subsidiary as of the Closing Date and identified as Transferred Assets prior to the Closing pursuant to Section 5.09(b). For the avoidance of doubt, any software that is determined to be “Transferred Software” after the Closing pursuant to Section 5.09(b) shall, from and after the date of such determination, be deemed to have been Transferred Software for all purposes hereunder as of the Closing.

Transferred Software means all Software primarily related to or primarily used, held for use or acquired or developed for use in connection with the Business as currently conducted and proposed to be conducted by Seller and its Affiliates, including the Software listed on Schedule 1.1(h), except to the extent specifically included in Schedule 1.1(c) as Excluded Assets. For the sake of clarity, other than for purposes of Article II hereof and unless otherwise indicated, “Transferred Software” shall include all such equivalent Software of the Canadian Sub.

Transferred Software means all Software owned by Discovery and (a) material to the operation of the FoundryCo business or used exclusively in the FoundryCo business as currently conducted or (b) manufactured, distributed, sold, licensed or marketed by Discovery in connection with the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries.

Transferred Software means all Software owned or licensed by the Company or any other member of the Company Group primarily used or held for use in the Nevada Business.