Proprietary Databases definition
Examples of Proprietary Databases in a sentence
The Proprietary Software and Proprietary Databases are free from any (i) defect or bug, or programming, design or documentation error that would have a material effect on the use of the Proprietary Software or Proprietary Databases and (i) Contaminants.
The Company is not bound to any Contract containing a covenant or other provision that (x) limits or restricts the ability of the Company to use, exploit, license or commercialize the Proprietary Software or Proprietary Databases in any material respect or (y) requires the Company to license any Proprietary Software or Proprietary Databases to any Person outside of the Ordinary Course of Business.
Neither Seller is a party to any source code escrow Contract or any other Contract requiring the deposit of any source code or related materials for any Proprietary Software or Proprietary Databases.
If any amounts are needed ------------------------------------ for disbursement from any Account held by or on behalf of the Trustee and sufficient uninvested funds are not available to make such disbursement, the Trustee shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such Account.
With the exception of the escrow agent under any Escrow Agreement and other than outsourcing to third parties in the ordinary course of business for development, manufacturing and distribution projects, the Loan Parties shall not permit any vendor or other third party to gain control over, or possession of, its most current Proprietary Databases and Proprietary Software and shall maintain such Proprietary Databases and Proprietary Software at all times in accordance with the Escrow Agreement.
As of the Closing Date, none of the Material IP Rights owned by any of the Loan Parties or any of its Subsidiaries is subject to any licensing agreement (other than licenses to customers to use the Proprietary Software and Proprietary Databases in the ordinary course of business) or similar arrangement except as set forth on Part A of Schedule 6.17.
No Person has a perpetual or irrevocable right to access or use the Proprietary Software or Proprietary Databases.
The Company has not entered in any escrow or other agreements with any Person granting access to any Company Software and Proprietary Databases.
Neither Acquiror nor Nxu Tech has entered in any escrow or other agreements with any Person granting access to any Acquiror and Nxu Tech Software and Proprietary Databases.
To the Loan Parties’ knowledge the Websites, Proprietary Databases and Proprietary Software which are material to the business of the Borrower and its Subsidiaries taken as a whole are, in each case, materially free of all Malicious Code.