Software and Information Systems Sample Clauses

Software and Information Systems. (a) The Software and other information technology hardware used by the Acquired Companies to operate the businesses of the Acquired Companies as they are currently conducted and as they are currently proposed to be conducted by the Company (i) are in satisfactory working order, are substantially free from reproducible programming errors other than customary bugs and are believed by the Acquired Companies in good faith to be scalable to meet current and reasonably anticipated capacity; (ii) except as set forth on Section 3.25(a) of the Disclosure Schedule, have reasonably appropriate security, backups, disaster recovery arrangements, and hardware and software support and maintenance intended to minimize the risk of material error, breakdown, failure, or security breach occurring; (iii) are configured and maintained using practices intended to minimize the effects of viruses and malware; and (iv) have not suffered any material error, breakdown, failure, or security breach in the last twelve (12) months that has caused material disruption or material damage to the operation of the business of any Acquired Company or that was reportable to any Governmental Body. The Acquired Companies use commercially available anti-virus Software to screen their products and service offerings for computer viruses, worms, Trojan horse routines and similar code and the products and service offerings of each of the Acquired Companies do not contain any undisclosed malicious code or protective feature designed to prevent its use, including, without limitation, any computer virus, worm, software lock, drop dead device, Trojan horse routine, trap door, bomb or any other code or instruction that may be used in an unauthorized way to access, modify, delete, damage or disable it, excluding license keys and other self-help mechanisms (such as password controls and time-out devices). (b) The Acquired Companies are in possession of, and Buyer will receive, all of the Acquired Companies’ Software, including object and source code, and all related manuals, and other technical and end user documentation, as used for the current conduct of the business of the Acquired Companies. (c) Section 3.25(c) of the Disclosure Schedule identifies: (i) any Contracts pursuant to which any Acquired Company licensed or otherwise provided to any Person any Company source code, other than those with employees, contractors and consultants (to the extent utilizing such code in the performance of work for any A...

Software and Information Systems. Except as set forth in SCHEDULE 4.31 (the "CUSTOMIZED SOFTWARE"), all computer software programs used in the Business are standard, off-the-shelf programs. The Company or a Subsidiary owns or holds, royalty free, non-exclusive licenses to use the Customized Software in connection with the Business. Except as set forth in SCHEDULE 4.31, the Customized Software is not subject to any transfer, assignment, source code escrow agreement, reversion, site, equipment, or other operational limitations. Copies of all licenses and other agreements with respect to Customized Software have been made available to Purchaser.

Software and Information Systems. Schedule 5.15 sets forth an accurate and complete list of all computer software programs and other information systems, in any media, including, without limitation, all program specifications, charts, procedures, input data, databases, compilations, routines, tool sets, compilers, higher level or "proprietary" languages, report layouts and formats, record file layouts, diagrams, functional specifications and narrative descriptions, flow charts and related documentation and materials, whether in source code, object code or human readable form, and all other related material used by Seller (the "Software") and identifies (i) Software that is owned by Seller, and (ii) Software that is licensed to Seller, the licensor of the licensed Software, and, if different, the owner thereof, any other Software in which Seller has any right of use, possessory or proprietary rights, and the manner in which Seller acquired rights and the owner of the Software. With respect to the Software: (a) Except as set forth on Schedule 5.15, the Software owned by Seller is not subject to any transfer, assignment, source code escrow agreement or reversion; the Software licensed to Seller is not subject to any contractual site, equipment, or other operational limitations; Software developed by Seller internally or acquired by Seller has been developed without the aid or use of any consultants, agents, independent contractors or persons (other than employees of Seller) who did not assign all ownership to Seller; and Software commissioned for development by Seller has been developed subject to written agreements whereby the ownership of the software vested immediately in Seller and to the extent that vesting did not occur, the developer is required to assign all ownership to Seller without further consideration. (b) Except as set forth on Schedule 5.15 Seller's rights in the Software owned by Seller are free and clear of any Liens. (c) Seller has received no notice of any violation of patent, trade secret rights, copyrights or other proprietary rights with respect to any Software and knows of no basis therefor. (d) The Software owned by Seller and related systems in their current form are Year 2000 Compliant. "Year 2000 Compliant" means that the Software owned by Seller and the hardware systems used or relied on in Seller's business is designed to be used prior to, during and after the calendar year 2000 A.D., and Software owned by Seller will accurately receive, provide and process data/...

Software and Information Systems. Schedule 5.26 identifies or -------------------------------- describes all material computer software, programs and information systems ("Software") used by the Company or any Subsidiary, all of which is licensed from third parties. Schedule 5.26 describes the procedures and actions to be taken by DBI with respect to the continued effective use of its software and information systems after December 31, 1999. Neither DBI nor its Subsidiaries is in violation of any third party software license.

Software and Information Systems. 15 10.17 Contracts and Leases ............................................16 10.18

Software and Information Systems. (a) Section 2.13 of the Disclosure Schedule sets forth an accurate and complete list and summary description of all the software used in and related to Seller's business ("Software"). The Software identified on Section 2.13 of the Disclosure Schedule is all the software necessary for the operation of Seller's business as it is presently conducted and as presently proposed to be conducted.

Software and Information Systems. Schedule 4.12 sets forth an accurate and complete list and summary description of all the Software. Schedule 4.12 identifies or describes (i) Software which is owned by the Selling Entities; and (ii) Software which is licensed to the Selling Entities by third parties. Except as provided on Schedule 4.12, with respect to the Software that is reflected as being owned by one or more of the Selling Entities: (a) all Software documentation for the end user is reasonably current, accurate and sufficient in detail and content to identify, explain the nature and permit the intended use thereof; (b) all source codes, object codes and source code comments included in the Software are sufficient to the extent reasonably necessary to enable Buyer to maintain and modify the Software, using persons skilled in the programming language, operating systems, and hardware involved; (c) Except for Incorporated Products (as hereinafter defined), the applicable Selling Entity has good, sole, and marketable right, title, and interest in and to the Software (including the exclusive right to make, copy, sell, exploit, and provide to others the use of the Software and all derivative works thereof) free and clear of any liens, claims, encumbrances and adverse rights of every kind, nature, and description. The applicable Selling Entity is in actual and sole possession of and will transfer to Buyer at Closing all copies of the source code, source code comments and object code (except for copies of object code held by licensees) and other proprietary rights included in the Software. Schedule 4.12 lists all current and former employees of the Selling Entities who were authors of the Software and to the knowledge of the Selling Entities any other person or entity who materially participated in the development of the Software or any portion thereof or performed any work related to the Software (such authors and other persons or entities are collectively referred to as the "Software Authors"). Each Software Author identified as "internal" made his contribution to the Software within the scope of employment with the applicable Selling Entity, as "work made for hire." Except for the Incorporated Products, the Software and every portion thereof is an original creation of the Software Authors (or other persons not having any rights thereto) and does not contain any source code or portions of source code (including any "canned program") created by any parties other than the Software Authors (or ...

Software and Information Systems. Schedule 3 sets forth an accurate and complete list and summary description of all the Software used in and related to the Business. The Software identified on Schedule 3 is all the software necessary for the operation of the Business as it is presently conducted and as presently proposed to be conducted. 3(l) of the Disclosure Schedule identifies or describes (y) Software which is owned by the Seller and (z) Software which is licensed to the Seller by third parties. Except as provided at 3(l) of the Disclosure Schedule, with respect to the Software that is owned by the Seller: (i) All Software documentation for the end user is reasonably current, accurate and sufficient in detail and content to identify, explain the nature and permit the intended use thereof. (ii) All source codes, object codes and source code comments included in the Software are sufficient to the extent reasonably necessary to enable Buyer to maintain and modify the Software using persons skilled in the programming language, operating systems, and hardware involved. (iii) Except for Incorporated Products (as hereinafter defined), the Seller has good, sole, and marketable right, title, and interest in and to the Software (including the exclusive right to make, copy, sell, exploit, and provide to others the use of the Software and all derivative works thereof) free and clear of any Security Interests and adverse rights of every kind, nature, and description. The Seller is in actual and sole possession of (and will transfer to Buyer at Closing) all copies of the source code, source code comments and object code (except for copies of object code held by licensees) and other proprietary rights included in the Software. 3(l) of the Disclosure Schedule lists all current and former employees of the Seller who were authors of the Software and, to the Knowledge of the Seller, any other person or entity who materially participated in the development of the Software or any portion thereof or performed any work related to the Software (such authors and other persons or entities are collectively referred to as the "Software Authors"). Each Software Author identified as "internal" made his contribution to the Software within the scope of employment with the Seller as "work made for hire." Except for the Incorporated Products, the Software and every portion thereof is an original creation of the Software Authors (or other persons not having any rights thereto) and does not contain any source code or po...

Software and Information Systems. For purposes of this Section, the term "Software" means all computer software programs, program specifications, charts, procedures, source codes (including annotations), object codes, input data, diagnostic and other routines, data bases and report layouts and formats, record file layouts, diagrams, functional specifications and narrative descriptions and flow charts owned or used by Axis. For purposes of this Section, the term "computer software programs" includes any set of arithmetic and/or logical instructions meant to run on, or to control the operation of, any computer (i) whether those instructions are a complete program, a collection of programs making up a subsystem or system, or are merely subroutines or meant to operate in conjunction with other software, and (ii) whether such instructions must be run through another computer program before being useable on a computer, whether such instructions can be used at execution time only in conjunction with another computer program (i.e., an "interpreter") or whether such instructions are in a form that can be run on a computer "as is," except for any necessary interfaces with the computer's microcode, operating system or reference-resolving routines.