Enterprise Systems Sample Clauses

Enterprise Systems. Seller and Buyer acknowledge and agree that it may be necessary to transfer to Buyer, the Company or the Division Entities, as applicable, certain rights under the computer hardware and software licenses, leases and service agreements used by the Division Entities and set forth in Section 6.6 of the Disclosure Letter, which have been acquired by Seller on an enterprise basis on behalf of the Company, the Division Entities or, as applicable, other Affiliates of Seller (the “Enterprise Systems”). Seller shall assist Buyer in effecting such assignments or transfers under the Enterprise System agreements as are set forth in Section 6.6 of the Disclosure Letter, which Buyer and Seller have determined are necessary for the Division Entities to continue to use such Enterprise Systems following the Closing, provided that any such transfer or assignment shall involve only the capacity or volume used by the Division Entities under such agreements. Buyer shall be fully responsible for the payment of any fee or charge imposed by a licensor, lessor, or service provider under any Enterprise Systems as a consequence of such transfer. No other rights under computer hardware and software licenses, leases and service agreements used by the Division Entities which have been acquired by Seller on an enterprise basis on behalf of the Company, the Division Entities or, as applicable, other Affiliates of Seller shall be assigned or transferred to Buyer, the Company or any Division Entity pursuant to this Agreement, and Buyer, the Company and the Division Entities shall not be responsible for the payment of any support, lease or license fees due and owing after Closing with respect to any such other computer hardware and software licenses, leases and service agreements.
Sample 1
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Enterprise Systems. Virtualization (Servers) Cisco 38.5% Virtual Desktop Infrastructure (VDI) Cisco 10% Anti-Virus, Spam, Spyware Solutions Cisco 38.5% Tenable 3% Data Encryption Products & Services Cisco 38.5% Helpdesk Solutions NTT 10% Hosting Services and Applications (Cloud and SaaS) NTT 10% Rubrik 7.08% Radio Frequency Identification (RFID) Cisco 10% Server, Storage & Data Management Products Cisco 10% Telepresence/Video Conferencing Cisco 10%
Sample 1
Enterprise Systems. Seller will (subject to obtaining all requisite consents from the relevant owners, vendors, service providers and licensors) transfer to Buyer, the Company or the Division Entities, as applicable, all rights being used by the Company or the Division Entities under the computer hardware and software licenses, leases and service agreements, including those set forth in SURGERY CENTERS DIVISION
Sample 1
Enterprise Systems. Seller will (subject to obtaining all requisite consents from the relevant owners, vendors, service providers and licensors) transfer to Buyer, the Company or the Division Entities, as applicable, all rights being used by the Company or the Division Entities under the computer hardware and software licenses, leases and service agreements, including those set forth in Section 6.6 of the Disclosure Letter (which also shall indicate which of those agreements require consent to be transferred or assigned to Buyer), which have been acquired by Seller on an enterprise basis for use by the Company, the Division Entities, Seller and/or Seller's Affiliates (the "Enterprise Agreements"), provided that any such transfer or assignment shall only involve rights being used by the Company or the Division Entities. Seller shall assist Buyer in effecting such assignments or transfers under the Enterprise Agreements (including any computer hardware and software licenses, leases and service agreements listed on Section 3.6(b) of the Disclosure Letter), provided that any such transfer or assignment shall only involve rights being used by the Company or the Division Entities, unless Buyer indicates that such assignment or transfer is not necessary. Buyer and Seller shall each be responsible for the payment of 50% of all fees or charges imposed by any licensor, lessor or service provider under any Enterprise Agreements (including any computer hardware and software licenses, leases and service agreements listed on Section 3.6(b) of the Disclosure Letter) as a consequence of such transfer or assignment (or the actual, reasonable fees or charges paid by Buyer to purchase its own equivalent agreement to replace any such Enterprise Agreements for which Seller is unable to obtain consents to assign or transfer on substantially similar terms). Other than as provided in this Section 6.6, no other rights under computer hardware and software licenses, leases and service agreements used by the Division Entities which have been acquired by Seller on an enterprise basis on behalf of the Company, the Division Entities or, as applicable, Seller or other Affiliates of Seller shall be assigned or transferred to Buyer, the Company or any Division Entity pursuant to this Agreement, and Buyer, the Company and the Division Entities shall not be responsible for the payment of any support, lease or license fees due and owing after Closing with respect to any such other computer hardware and software ...
Sample 1
Enterprise Systems. Except as described on SCHEDULE 6.ll., as of the Closing, the Company Assets will include all software, equipment and other technology systems necessary for the Companies to perform all point of sale, back office, inventory control and all other accounts and recordkeeping functions consistent with past practices during the preceding twelve (12) months. Additionally, except as described on SCHEDULE 6.ll, the Companies shall have the right, but not the obligation, to make use of all enterprise system services currently provided to the Companies by third party vendors, all of which are described on SCHEDULE 6.ll, for a period of not less than eighteen (18) months following Closing.
Sample 1
Enterprise Systems 
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Related to Enterprise Systems

  • Computer Systems (a) The Computer Systems adequately meet the data processing and other computing needs of the Business as presently conducted. The Computer Systems function, operate, process and compute in accordance with all Applicable Laws, industry standards and trade practices. The Computer Systems operate and perform in all material respects in accordance with their documentation and functional specifications. The Computer Systems have not materially malfunctioned or failed within the past three years.

  • Telecommunications Services The offering of telecommunications for a fee directly to the public, or to such classes of users as to be effectively available directly to the public, regardless of the facilities used.

  • General Business Operations Each of the Loan Parties shall (i) preserve, renew and maintain in full force its legal existence and good standing under the Governmental Rules of the jurisdiction of its organization and each other jurisdiction where the failure to so preserve, renew or maintain could result in a Material Adverse Effect, and all of its rights, licenses, leases, qualifications, privileges franchises and other authority reasonably necessary to the conduct of its business, (ii) conduct its business activities in compliance with all Legal Requirements and Contractual Obligations applicable to such Person, (iii) keep all Property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and from time to time make, or cause to be made, all necessary and proper repairs, except, in each case, where any failure, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv) maintain, preserve and protect all of its rights to enjoy and use material trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations (v) conduct its business in an orderly manner without voluntary interruption. The Borrower shall maintain its chief executive office and principal place of business in the United States.

  • Infrastructure (a) The Borrower has and will maintain a sufficient infrastructure to conduct its business as presently conducted and as contemplated to be conducted following its execution of this Agreement.

  • Business Operations Company will provide all necessary equipment, personnel and other appurtenances necessary to conduct its operations. Company will conduct its business operations hereunder in a lawful, orderly and proper manner, considering the nature of such operations, so as not to unreasonably annoy, disturb, endanger or be offensive to others on the Airport. Company will provide all services under this Agreement on a fair and reasonable basis to all users of the Airport. Service will be prompt, courteous and efficient.

  • Utility Services Company agrees to pay the full cost and expense associated with its use of all utilities, including but not limited to water, sanitary sewer, electric, storm drainage, and telecommunication services.

  • Outside Services Consultant shall not use the service of any other person, entity, or organization in the performance of Consultant’s duties without the prior written consent of an officer of the Company. Should the Company consent to the use by Consultant of the services of any other person, entity, or organization, no information regarding the services to be performed under this Agreement shall be disclosed to that person, entity, or organization until such person, entity, or organization has executed an agreement to protect the confidentiality of the Company’s Confidential Information (as defined in Article 5) and the Company’s absolute and complete ownership of all right, title, and interest in the work performed under this Agreement.

  • Telecommunications Each Lender and Administrative Agent shall be entitled to rely on the authority of any individual making any telecopy, electronic or telephonic notice, request, or signature without the necessity of receipt of any verification thereof.

  • Network PHARMACY is a retail, mail order or specialty pharmacy that has a contract to accept our pharmacy allowance for prescription drugs and diabetic equipment or supplies covered under this plan. NETWORK PROVIDER is a provider that has entered into a contract with us or other Blue Cross and Blue Shield plans. For pediatric dental care services, network provider is a dentist that has entered into a contract with us or participates in the Dental Coast to Coast Network. For pediatric vision hardware services, a network provider is a provider that has entered into a contract with EyeMed, our vision care service manager.

  • Information Systems The Official Agency in conjunction with the Authority will meet the relevant requirements of Articles 131 to 136 of Regulation (EU) 2017/625 and Implementing Regulation (EU) 2019/1715 as appropriate to the Official Agency. The Official Agency shall record appropriate data in the Official Agency Premises Inspection database (OAPI), which will be further developed over the life of the contract. Data should be entered into the database on an ongoing basis but shall be entered within one month of the activity taking place, unless otherwise agreed with the Authority.

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