Information Technology. (a) The ICT Infrastructure that is currently used in the business: (i) constitutes all the information and communications technology and other systems infrastructure reasonably necessary to carry on the business, including having sufficient capacity and maintenance and support requirements to satisfy the requirements of the business as currently conducted and for the 180 days following the Effective Date with regard to information and communications technology, data processing and communications; and (ii) operates in good working order and functions in accordance with all applicable documentation and specifications without any substandard performance or defect in any part of the ICT Infrastructure. (b) Corporation and its Subsidiaries have implemented and maintain reasonable security, disaster recovery and business continuity plans consistent with industry practices of companies offering similar services, and acts in compliance therewith and has tested such plans on a periodic basis, and such plans have proven effective upon testing. (c) Section 29(c) of the Corporation Disclosure Letter identifies and describes each distinct electronic or other repository or database containing (in whole or in part) Corporation Data maintained by or for Corporation or its Subsidiaries at any time (collectively, the “Corporation Databases”), the types of Corporation Data in each such database (including by Corporation Licensed Data and Corporation Owned Data), the means by which the Corporation Data was collected or received and the security policies that have been adopted and maintained with respect to each such Corporation Database. (d) Corporation and its Subsidiaries have valid and subsisting contractual rights and consents to Process or to have Processed all Corporation Licensed Data howsoever obtained or collected by or for Corporation and its Subsidiaries in the manner that it is Processed by or for Corporation and its Subsidiaries. Corporation and its Subsidiaries have all rights, and all permissions, consents, licenses or authorizations required under applicable Laws (including Privacy Laws) and relevant Contracts (including Corporation Data Agreements), to use, retain, produce copies, prepare derivative works, disclose, combine with other data, and grant third parties rights, as applicable, to each of the Corporation Licensed Data as necessary for the operation of the business as presently conducted. Corporation and its Subsidiaries have been and is in compliance with all Contracts pursuant to which Corporation Processes or has Processed Corporation Licensed Data, and the consummation of the transactions will not conflict with, or result in any violation or breach of, or default under, any such Contract. Section 29(d) of the Corporation Disclosure Letter identifies each Contract governing any Corporation Licensed Data to which Corporation or any of its Subsidiaries is a party or is bound. (e) Corporation or Subsidiaries are the owner of all right, title and interest in and to each element of Corporation Data that: (i) is used or held for use in the business that is not Personal Data or Corporation Licensed Data; or (ii) is Corporation Owned Data. Corporation and its Subsidiaries have the right to Process all Corporation Owned Data without obtaining any permission or authorization of any Person. Other than as set forth on Section 29(e) of Schedule C, Corporation and its Subsidiaries have not entered into any Contract governing any Corporation Owned Data or to which Corporation or any of its Subsidiaries is a party or bound by, except the standard terms of use entered into by users of the Products (copies of which have been provided to Purchaser).
Appears in 2 contracts
Sources: Arrangement Agreement (Shockwave Medical, Inc.), Arrangement Agreement (Neovasc Inc)
Information Technology. (a) The ICT Infrastructure that is currently used in Company has taken commercially reasonable precautions to preserve and document the business: (i) constitutes all the information Company’s and communications its Subsidiaries’ material proprietary products, technology and other systems infrastructure reasonably necessary trade secrets and to carry on protect the businesssecrecy, including having sufficient capacity confidentiality and maintenance value of its material proprietary products, technology and support requirements to satisfy the requirements of the business as currently conducted and for the 180 days following the Effective Date with regard to information and communications technology, data processing and communications; and (ii) operates in good working order and functions in accordance with all applicable documentation and specifications without any substandard performance or defect in any part of the ICT Infrastructuretrade secrets.
(b) Corporation The Company and its Subsidiaries either own or hold valid leases and/or licenses to the Company Systems which are used by or necessary for the Company and/or its Subsidiaries to conduct their respective businesses as currently conducted. Upon the consummation of the transactions contemplated hereunder, the Company and its Subsidiaries shall have implemented the right to use and maintain reasonable security, disaster recovery and business continuity plans consistent with industry practices of companies offering similar services, and acts in compliance therewith and has tested such plans access the Company Systems as required to carry on a periodic basis, and such plans have proven effective upon testingtheir respective businesses as currently conducted.
(c) Section 29(c) None of the Corporation Disclosure Letter identifies and describes each distinct electronic or other repository or database containing (in whole or in part) Corporation Data maintained by or for Corporation or Company, any of its Subsidiaries at nor, to the Knowledge of the Company, any time (collectivelyIT Contract Supplier is, or during the “Corporation Databases”)12 months preceding the date of this Agreement, the types has been in material breach or violation of Corporation Data in each such database (including by Corporation Licensed Data and Corporation Owned Data), the means by which the Corporation Data was collected or received and the security policies that have been adopted and maintained material default under any IT Contract with respect to each such Corporation Databasethe provision of information and communications technology services to the Company or any of its Subsidiaries.
(d) Corporation The Company maintains and, to the Knowledge of the Company, each IT Contract Supplier who manages the Company Systems maintains, appropriate disaster recovery plans and its Subsidiaries have valid and subsisting contractual rights and consents security procedures with respect to Process or the services to have Processed all Corporation Licensed Data howsoever obtained or collected by or for Corporation and its Subsidiaries in the manner that it is Processed by or for Corporation Company and its Subsidiaries. Corporation and its Subsidiaries have all rights, and all permissions, consents, licenses or authorizations required under applicable Laws (including Privacy Laws) and relevant Contracts (including Corporation Data Agreements), to use, retain, produce copies, prepare derivative works, disclose, combine with other data, and grant third parties rights, as applicable, to each of the Corporation Licensed Data as necessary for the operation of the business as presently conducted. Corporation and its Subsidiaries have been and is in compliance with all Contracts pursuant to which Corporation Processes or has Processed Corporation Licensed Data, and the consummation of the transactions will not conflict with, or result in any violation or breach of, or default under, any such Contract. Section 29(d) of the Corporation Disclosure Letter identifies each Contract governing any Corporation Licensed Data to which Corporation or any of its Subsidiaries is a party or is bound.
(e) Corporation Since January 1, 2008, there have been no material interruptions, malfunctions, data losses or similar incidents attributable to the Company Systems owned or used by the Company or its Subsidiaries. The Company Systems owned or used by the Company and its Subsidiaries are adequate in all material respects for their intended use, have the owner capacity and performance necessary to meet in all material respects the requirements of all right, title their respective businesses as currently conducted and interest are in good working condition (normal wear and to each element of Corporation Data that: (i) is used or held for use in the business that is not Personal Data or Corporation Licensed Data; or (ii) is Corporation Owned Datatear excepted). Corporation The Company and its Subsidiaries have the right taken all reasonable steps in accordance with industry standards to Process all Corporation Owned Data without obtaining any permission secure such Company Systems from unauthorized access or authorization of use by any Person. Other than as set forth on Section 29(e, and to ensure the continued, uninterrupted and error-free operation of such Company Systems.
(f) As used herein, “Company Systems” means the computer and data processing systems, maintenance service agreements, and information, recordkeeping, account management, account management, communications technologies and other computer systems (including all computer programs, software, databases, firmware, hardware and related documentation) and Internet websites and related content used in the businesses of Schedule C, Corporation the Company and its Subsidiaries have not entered into any Contract governing any Corporation Owned Data or to which Corporation or any of its Subsidiaries is a party or bound by, except the standard terms of use entered into by users of the Products (copies of which have been provided to Purchaser)Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Silverleaf Resorts Inc)
Information Technology. (a) The ICT Infrastructure that is currently used in Section 3.8(a) of the business: Seller Disclosure Schedule contains (i) constitutes a list of all leases relating to the information and communications technology and other systems infrastructure reasonably necessary to carry on the business, including having sufficient capacity and maintenance and support requirements to satisfy the requirements of the business as currently conducted and for the 180 days following the Effective Date with regard to information and communications technology, data processing and communications; IT Systems and (ii) operates in good working order and functions in accordance with all applicable documentation and specifications without any substandard performance or defect in any part a listing of the ICT InfrastructureIT Systems, the name of the facility and location where the IT Systems used in connection with the Business are operated.
(b) Corporation and its Subsidiaries Sellers are the exclusive owners of, or have implemented and maintain reasonable securitycontractual rights to use the IT Systems free from Liens, disaster recovery and business continuity plans consistent with industry practices of companies offering similar servicesexcept for Permitted Liens, and acts no Seller has received written notice from a third party alleging that such Seller is currently in compliance therewith and has tested such plans on a periodic basis, and such plans have proven effective upon testingdefault under any license or lease relating to the IT Systems.
(c) Section 29(c) Sellers own or have valid Contracts in place with all applicable third parties to use the IT Systems in the operation of the Corporation Disclosure Letter identifies and describes each distinct electronic or other repository or database containing (in whole or in part) Corporation Data maintained by or for Corporation or its Subsidiaries at any time (collectively, the “Corporation Databases”), the types of Corporation Data in each such database (including by Corporation Licensed Data and Corporation Owned Data), the means by which the Corporation Data was collected or received and the security policies that have been adopted and maintained with respect to each such Corporation DatabaseBusiness as currently conducted.
(d) Corporation and its Subsidiaries have valid and subsisting contractual rights and consents Each of Sellers is in material compliance with any Contracts related to Process or to have Processed all Corporation Licensed Data howsoever obtained or collected by or for Corporation and its Subsidiaries Intellectual Property used in the manner operation of the IT Systems.
(e) To the Knowledge of Sellers, the IT Systems and Software of Sellers do not contain Harmful Code. Sellers have taken commercially reasonable steps and implemented commercially reasonable safeguards to ensure that it is Processed by or for Corporation the IT Systems and its Subsidiaries. Corporation and its Subsidiaries have all rights, and all permissions, consents, licenses or authorizations required under applicable Laws Software are free from Harmful Code (including Privacy Lawspreventative steps and safeguards for such IT Systems and Software).
(f) Sellers have adopted, maintained and relevant Contracts (including Corporation Data Agreements), to use, retain, produce copies, prepare derivative works, disclose, combine with other data, enforced commercially reasonable policies regarding use and grant third parties rights, as applicable, to each integrity of the Corporation Licensed Data IT Systems by its employees and contractors. The IT Systems are sufficient for the needs of the Business as currently operated, including as data transport, data storage, capacity and scalability; and the IT Systems are in good working condition to perform material computing, information technology and data processing operations necessary for the operation of the business Business as presently conducted. Corporation and its Subsidiaries currently operated.
(g) The IT Systems have been reasonably maintained and supported, and, if and to the extent a Seller is a party to maintenance or support Contracts in respect of the IT Systems, neither party is in compliance with material breach thereof, Sellers are current on all Contracts pursuant to which Corporation Processes or has Processed Corporation Licensed Datapayment obligations thereunder, and none of such Contracts that are material to Sellers will be terminable or result in a material change therein as a result of the consummation of the transactions will not conflict with, or result in any violation or breach of, or default under, any such Contract. Section 29(d) of the Corporation Disclosure Letter identifies each Contract governing any Corporation Licensed Data to which Corporation or any of its Subsidiaries is a party or is boundcontemplated by this Agreement.
(eh) Corporation or Subsidiaries are In the owner of all right, title and interest in and to each element of Corporation Data thatpast three (3) years: (i) is used there has been no failure, breakdown or held for use continued substandard performance of any IT Systems that has caused a material disruption or interruption in or to the business that is not Personal Data operations of Sellers or Corporation Licensed Data; or a material breach of any Contract by a Seller, (ii) is Corporation Owned Datathe IT Systems have not been subject to any Security Incident, and (iii) no Seller has received any notice alleging the occurrence of a Security Incident. Corporation and its Subsidiaries have the right There are no facts or circumstances that would require any Seller to Process all Corporation Owned Data without obtaining give notice to any permission customers or authorization other similarly-situated Persons of any Person. Other than as set forth on Section 29(eSecurity Incident pursuant to applicable Laws requiring notice of such a Security Incident.
(i) Sellers have taken commercially reasonable steps to provide for the remote-site back-up of Schedule C, Corporation data and its Subsidiaries have not entered into any Contract governing any Corporation Owned Data or information material to which Corporation or any of its Subsidiaries is a party or bound by, except the standard terms of use entered into by users conduct of the Products Business in a commercially reasonable attempt to avoid disruption to, or interruption in, the conduct of the Business or loss of material data. Sellers have back-up systems (copies including electrical power, telecommunications, heating, ventilating, air conditioning and water systems) and disaster recovery plans, procedures and facilities that reasonably ensure the continuing availability of which the functionalities provided by the IT Systems and material data and continued services to the customers of the Business in accordance with its customer Contracts, in the event of any malfunction, Security Incident or other form of disaster affecting the IT Systems. Sellers have been provided taken commercially reasonable steps and implemented commercially reasonable procedures appropriate to Purchaser)safeguard the IT Systems and reasonably protect against the risk of unauthorized access thereto.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Digital Media Solutions, Inc.), Asset Purchase Agreement (Digital Media Solutions, Inc.)
Information Technology. (a) The ICT Infrastructure that is currently used Section 4.23(a) of the Disclosure Schedule sets forth a list and description of all Software developed or commissioned by the Seller or any of its Subsidiaries for use in the its business: .
(i) constitutes All such listed Software performs substantially in conformance with its documentation, is free from any material software defect, and does not contain any Unauthorized Code; (ii) the IT Assets owned, used or held for use by the Seller and its Subsidiaries have been maintained in accordance with the prevailing standards in the Seller’s industry; (iii) the IT Assets owned, used or held for use by the Seller and its Subsidiaries are in good working condition to effectively operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the information Seller and communications technology and other systems infrastructure reasonably necessary to carry on its Subsidiaries in connection with the business, ; (iv) the Seller has made backups of all such Software (specifically including having sufficient capacity and maintenance and support requirements to satisfy the requirements of the business as currently conducted and for the 180 days following the Effective Date with regard to information and communications technology, data processing and communicationsall databases); and (iiv) operates in good working order and functions in accordance with all applicable documentation and specifications without to the Company’s Knowledge, no Person has gained unauthorized access to the IT Assets or any substandard performance or defect in any part of the ICT Infrastructuredata therein.
(b) Corporation Except for scheduled or routine maintenance, the IT Assets used by the Seller and its Subsidiaries are, taken as a whole, available for use during normal working hours. The Seller and its Subsidiaries have implemented reasonable backup and maintain reasonable security, disaster recovery and business continuity plans technology consistent with industry practices for the data and information critical to the conduct of companies offering similar services, and acts in compliance therewith and has tested such plans on a periodic basis, and such plans have proven effective upon testingits business.
(c) Section 29(c) of the Corporation Disclosure Letter identifies and describes each distinct electronic or other repository or database containing (in whole or in part) Corporation Data maintained by or for Corporation or its Subsidiaries at any time (collectively, the “Corporation Databases”), the types of Corporation Data in each such database (including by Corporation Licensed Data and Corporation Owned Data), the means by which the Corporation Data was collected or received and the security policies that have been adopted and maintained with With respect to each such Corporation Databaseitem of listed Software, the Seller and its Subsidiaries are in possession and control of the applicable source code, object code, and documentation required for use, distribution, maintenance and support of the Software as used, distributed, maintained or supported in the business of the Seller and its Subsidiaries. To the Company’s Knowledge, neither the Seller nor any of its Subsidiaries has disclosed Software source code to anyone (aside from the developers) other than pursuant to a confidentiality agreement that reasonably protects the Seller’s and its Subsidiaries’ rights in the Software.
(d) Corporation and its Subsidiaries have valid and subsisting contractual rights and consents to Process or to have Processed all Corporation Licensed Data howsoever obtained or collected None of the Software owned by or for Corporation and its Subsidiaries in licensed exclusively to the manner that it is Processed by or for Corporation and its Subsidiaries. Corporation and its Subsidiaries have all rights, and all permissions, consents, licenses or authorizations required under applicable Laws (including Privacy Laws) and relevant Contracts (including Corporation Data Agreements), to use, retain, produce copies, prepare derivative works, disclose, combine with other data, and grant third parties rights, as applicable, to each of the Corporation Licensed Data as necessary for the operation of the business as presently conducted. Corporation and its Subsidiaries have been and is in compliance with all Contracts pursuant to which Corporation Processes or has Processed Corporation Licensed Data, and the consummation of the transactions will not conflict with, or result in any violation or breach of, or default under, any such Contract. Section 29(d) of the Corporation Disclosure Letter identifies each Contract governing any Corporation Licensed Data to which Corporation Seller or any of its Subsidiaries is subject to the provisions of any open source or other type of license agreement or distribution model that: (i) requires the distribution or making available of source code, (ii) prohibits or limits charging a party fee or is boundreceiving consideration in connection with licensing, sublicensing or distributing any software, (iii) except as specifically permitted by law, grants any right to any Person or otherwise allows any Person to decompile, disassemble or reverse-engineer any Software, or (iv) requires the licensing of any Software for the purpose of making derivative works.
(e) Corporation or Subsidiaries are the owner The Seller and each of all right, title and interest in and to each element of Corporation Data that: (i) is used or held for use in the business that is not Personal Data or Corporation Licensed Data; or (ii) is Corporation Owned Data. Corporation and its Subsidiaries have the right to Process complied with all Corporation Owned Data without obtaining any permission or authorization Internet domain name registration and other requirements of any Person. Other than as set forth on Section 29(e) of Schedule C, Corporation and Internet domain registrars concerning Internet domain names that are used in its Subsidiaries have not entered into any Contract governing any Corporation Owned Data or to which Corporation or any of its Subsidiaries is a party or bound by, except the standard terms of use entered into by users of the Products (copies of which have been provided to Purchaser)business.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Avon Products Inc)
Information Technology. (a) The ICT Infrastructure that is currently used in the business: 13.1 Except for those agreements relating to (i) constitutes all computer systems (hardware and software) provided by the information Seller and communications technology and other systems infrastructure reasonably necessary its Affiliates to carry on the business, including having sufficient capacity and maintenance and support requirements Transferred Companies pursuant to satisfy the requirements of the business as currently conducted and for the 180 days following the Effective Date with regard to information and communications technology, data processing and communications; TSA and (ii) operates the Excluded Services (as defined in good working order the TSA), the Data Room contains all material agreements relating to all computer systems (hardware and functions software) which are owned by any Transferred Company or are required for any Transferred Company to carry on its Business (“Business IT”, and such agreements set forth in accordance the Data Room, the “Business IT Agreements”). The Business IT Agreements are valid and binding, and no act or omission has occurred which would constitute a breach of any such Business IT Agreements. The Seller has no reason to believe that any Business IT Agreement will not be renewed on the same or substantially the same terms when they expire.
13.2 All use and distribution of software and open-source materials by any Transferred Company is in material compliance with all open source licenses applicable documentation and specifications without thereto. No Transferred Company has used any substandard performance copyleft materials in a manner that requires any software or defect in products, or any part portion thereof, or any Business Registered IP, to be subject to copyleft licenses or other restrictions or obligations (including by way of the ICT Infrastructuredisclosure of any Transferred Company’s source code pursuant to a source code escrow agreement or otherwise) that would have an adverse effect on the course of the business.
13.3 In the 24 months prior to the date of this Agreement, there have been no performance reductions, outages, breakdowns, security breaches or intrusions of or into any Business IT, or losses of data, including Personal Information which have had (bor are having) Corporation a material adverse effect on the business of the Transferred Companies. Each Transferred Company takes and its Subsidiaries have implemented has taken reasonable measures consistent with industry best practices and cybersecurity laws to protect and maintain reasonable the performance, security, operation, and integrity of Business IT, including to secure Business IT from unauthorized access or use by any third party, and to ensure the continued, uninterrupted, and error-free operation of Business IT. Each Transferred Company has implemented disaster recovery and business continuity plans consistent with industry practices of companies offering similar servicesplans, and acts in compliance therewith and has tested such plans on a periodic basisbackup, archiving, and such plans have proven effective upon testing.
(c) Section 29(c) of the Corporation Disclosure Letter identifies virus and describes each distinct electronic or other repository or database containing (in whole or in part) Corporation Data maintained by or for Corporation or its Subsidiaries at any time (collectively, the “Corporation Databases”), the types of Corporation Data in each such database (including by Corporation Licensed Data malicious device scanning and Corporation Owned Data), the means by which the Corporation Data was collected or received and the security policies that have been adopted and maintained protection measures with respect to each such Corporation DatabaseBusiness IT, consistent in all material respects with industry best practices and cybersecurity laws.
(d) Corporation and its Subsidiaries have valid and subsisting contractual rights and consents to Process or to have Processed all Corporation Licensed Data howsoever obtained or collected by or for Corporation and its Subsidiaries in the manner that it is Processed by or for Corporation and its Subsidiaries. Corporation and its Subsidiaries have all rights, and all permissions, consents, licenses or authorizations required under applicable Laws (including Privacy Laws) and relevant Contracts (including Corporation Data Agreements), to use, retain, produce copies, prepare derivative works, disclose, combine with other data, and grant third parties rights, as applicable, to each of the Corporation Licensed Data as necessary for the operation of the business as presently conducted. Corporation and its Subsidiaries have been and is in compliance with all Contracts pursuant to which Corporation Processes or has Processed Corporation Licensed Data, and the consummation of the transactions will not conflict with, or result in any violation or breach of, or default under, any such Contract. Section 29(d) of the Corporation Disclosure Letter identifies each Contract governing any Corporation Licensed Data to which Corporation or any of its Subsidiaries is a party or is bound.
(e) Corporation or Subsidiaries are the owner of all right, title and interest in and to each element of Corporation Data that: (i) is used or held for use in the business that is not Personal Data or Corporation Licensed Data; or (ii) is Corporation Owned Data. Corporation and its Subsidiaries have the right to Process all Corporation Owned Data without obtaining any permission or authorization of any Person. Other than as set forth on Section 29(e) of Schedule C, Corporation and its Subsidiaries have not entered into any Contract governing any Corporation Owned Data or to which Corporation or any of its Subsidiaries is a party or bound by, except the standard terms of use entered into by users of the Products (copies of which have been provided to Purchaser).
Appears in 1 contract
Information Technology. (a) All IT Systems used by the Company in the Business are owned by, or licensed or leased to, the Company. Copies or details of all licenses and leases relating to the IT Systems that are or have been used in the Business are listed on Section 3.30(a) of the Disclosure Schedules. The ICT Infrastructure Company is the legal and beneficial owner of, or has a contractual right to use the IT Systems free from liens, and has not, in the twelve (12) months prior to the date of this Agreement, received written notice from a third party alleging that the Company is in default under licenses or leases relating to the IT Systems. All contracts relating to the IT Systems are valid and binding and no contract that in any way relates to the IT Systems has been the subject of any breach by the Company and the Company (i) has not waived any breach thereof by any other Person, (ii) has not received any notice of termination of any such contract nor (iii) is aware of any circumstances that would give rise to a breach, suspension, variation, revocation or termination of any such contract without the consent of the Company (other than termination on notice in accordance with the terms of such Contract).
(b) The IT Systems have been satisfactorily maintained and supported and the Company has reasonable and appropriate maintenance and support agreements in respect of the IT Systems, and none of them will be terminable as a result of the execution or completion of this Agreement. The Company is the sole legal and beneficial owner of the rights granted to the Company to use the IT Systems and such rights to use the IT Systems are used exclusively by the Company. The IT Systems that are currently used in the business: (i) Business constitutes all the information and communications technology and other systems infrastructure reasonably necessary to carry on the businessBusiness, including having sufficient capacity and maintenance and support requirements to satisfy the requirements of the business as currently conducted and for the 180 days following the Effective Date Business with regard to information and communications technology, data processing and communications; and (ii) operates . The IT Systems are in good working order and functions in accordance with all applicable documentation and specifications specifications.
(c) The arrangements relating to the IT Systems (including its operation and maintenance and any amendments or modifications thereto) will not be adversely affected by the performance of this Agreement and the IT Systems will have adequate capability and capacity for all of the processing and other functions required by the Company immediately following the Closing Date.
(d) The Company has in effect industry standard disaster recovery plans, procedures and facilities for its business and has taken all reasonable steps to safeguard the security and the integrity of its IT Systems. There have been no unauthorized intrusions or breaches of the security with respect to the IT Systems. The Company as implemented any and all security patches or upgrades that are generally available for the IT Systems that are operated and controlled by the Company.
(e) The Company implements industry standard measures designed to prevent the introduction of Malicious Code into its IT Systems, including firewall protections and regular virus scans and for taking and maintaining back-up copies of Software, Customer Data and Personal Data.
(f) No company products or Software contain any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware” or “adware” (as such terms are commonly understood in the software industry) or any other code designed or intended to have or capable of performing or facilitating, any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (ii) compromising the privacy or data security of a user or damaging or destroying any data or file without the user’s consent (collectively, “Malicious Code”). The Company has implemented and maintains industry standard measures designed to prevent the introduction of Malicious Code into company products and Software, including firewall protections and regular virus scans and for taking and storing on-site and off-site back-up copies of company products and Software.
(g) The Company has not experienced, and no circumstances exist that are likely or expected to give rise to, any disruption in or to the operation of the Business as a result of: (i) any substandard performance or defect in any part of the ICT Infrastructure.
(b) Corporation and its Subsidiaries have implemented and maintain reasonable securityIT Systems whether caused by any viruses, disaster recovery and business continuity plans consistent with industry practices bugs, worms, software bombs or otherwise, lack of companies offering similar services, and acts in compliance therewith and has tested such plans on a periodic basis, and such plans have proven effective upon testing.
(c) Section 29(c) of the Corporation Disclosure Letter identifies and describes each distinct electronic capacity or other repository or database containing (in whole or in part) Corporation Data maintained by or for Corporation or its Subsidiaries at any time (collectively, the “Corporation Databases”), the types of Corporation Data in each such database (including by Corporation Licensed Data and Corporation Owned Data), the means by which the Corporation Data was collected or received and the security policies that have been adopted and maintained with respect to each such Corporation Database.
(d) Corporation and its Subsidiaries have valid and subsisting contractual rights and consents to Process or to have Processed all Corporation Licensed Data howsoever obtained or collected by or for Corporation and its Subsidiaries in the manner that it is Processed by or for Corporation and its Subsidiaries. Corporation and its Subsidiaries have all rights, and all permissions, consents, licenses or authorizations required under applicable Laws (including Privacy Laws) and relevant Contracts (including Corporation Data Agreements), to use, retain, produce copies, prepare derivative works, disclose, combine with other data, and grant third parties rights, as applicable, to each of the Corporation Licensed Data as necessary for the operation of the business as presently conducted. Corporation and its Subsidiaries have been and is in compliance with all Contracts pursuant to which Corporation Processes or has Processed Corporation Licensed Data, and the consummation of the transactions will not conflict with, or result in any violation or breach of, or default under, any such Contract. Section 29(d) of the Corporation Disclosure Letter identifies each Contract governing any Corporation Licensed Data to which Corporation or any of its Subsidiaries is a party or is bound.
(e) Corporation or Subsidiaries are the owner of all right, title and interest in and to each element of Corporation Data that: (i) is used or held for use in the business that is not Personal Data or Corporation Licensed Data; otherwise or (ii) is Corporation Owned Data. Corporation and its Subsidiaries have the right a breach of security in relation to Process all Corporation Owned Data without obtaining any permission or authorization of any Person. Other than as set forth on Section 29(e) of Schedule C, Corporation and its Subsidiaries have not entered into any Contract governing any Corporation Owned Data or to which Corporation or any of its Subsidiaries is a party or bound by, except the standard terms of use entered into by users part of the Products (copies of which have been provided to Purchaser)IT Systems.
Appears in 1 contract
Information Technology. (a) The ICT Infrastructure that is information technology systems used by the Acquired Companies (“IT Systems”) are sufficient in all material respects for the needs of the business of the Acquired Companies as currently used conducted, including as to capacity, scalability and ability to process current and currently anticipated peak volumes in a timely manner. The Acquired Companies’ IT Systems and the business: Acquired Companies’ related procedures and practices are designed, implemented, operated and maintained in all material respects in accordance with commercially reasonable practices for entities operating businesses similar to the business of the Acquired Companies, including with respect to redundancy, reliability, scalability and security. Without limiting the foregoing, (i) constitutes the Acquired Companies have taken reasonable steps and implemented reasonable procedures to ensure in all material respects that the information and communications technology and other systems infrastructure reasonably necessary to carry on the businessAcquired Companies’ IT Systems are free from Malicious Code, including having sufficient capacity and maintenance and support requirements to satisfy the requirements of the business as currently conducted and for the 180 days following the Effective Date with regard to information and communications technology, data processing and communications; and (ii) operates the Acquired Companies have in good working order effect disaster recovery plans, procedures and functions facilities for their business and have taken reasonable steps to safeguard the security and the integrity of their IT Systems in accordance with all applicable documentation material respects. The Acquired Companies have implemented reasonable safeguards, including as may be defined by Applicable Law (including Privacy, Security and specifications without any substandard performance or defect in any part Consumer Protection Laws), and administrative, physical and technical security measures appropriate to the Acquired Companies given the sensitivity of the ICT InfrastructurePersonal Data, to protect Personal Data in the Acquired Companies’ possession or control from unauthorized access by third Persons in all material respects, including the Acquired Companies’ employees and contractors.
(b) Corporation and its Subsidiaries have implemented and maintain reasonable security, disaster recovery and business continuity plans consistent with industry practices There has been no unresolved failure or other substandard performance of companies offering similar services, and acts in compliance therewith and has tested such plans on a periodic basis, and such plans have proven effective upon testing.
(c) Section 29(c) any IT Systems of the Corporation Disclosure Letter identifies and describes each distinct electronic Acquired Companies which has caused any material disruption to the business of the Acquired Companies. The Acquired Companies have not suffered any data loss, business interruption, or other repository harm as a result of, any Malicious Code intentionally designed to permit (i) unauthorized access to a computer or database containing network, (in whole ii) unauthorized disablement or in parterasure of Software, hardware or data, or (iii) Corporation Data maintained by any other similar type of unauthorized activities. Since January 1, 2016, there have not been any actual or for Corporation suspected illegal or its Subsidiaries at any time (collectively, the “Corporation Databases”), the types unauthorized intrusions or breaches of Corporation Data in each such database (including by Corporation Licensed Data and Corporation Owned Data), the means by which the Corporation Data was collected or received and the security policies of any of the IT Systems or any actual or suspected illegal or unauthorized access, disclosure, use, destruction or alteration of any Personal Data that have been adopted and maintained with respect to each such Corporation Database.
(d) Corporation and its Subsidiaries have valid and subsisting contractual rights and consents to Process or to have Processed all Corporation Licensed Data howsoever obtained or was collected by or for Corporation and its Subsidiaries in the manner that it is Processed by or for Corporation and its Subsidiaries. Corporation and its Subsidiaries have all rights, and all permissions, consents, licenses or authorizations required under applicable Laws (including Privacy Laws) and relevant Contracts (including Corporation Data Agreements), to use, retain, produce copies, prepare derivative works, disclose, combine with other data, and grant third parties rights, as applicable, to each on behalf of the Corporation Licensed Data as necessary for the operation of the business as presently conducted. Corporation and its Subsidiaries have been Acquired Companies and is in compliance with all Contracts pursuant to which Corporation Processes the possession or has Processed Corporation Licensed Data, and the consummation control of the transactions will not conflict withAcquired Companies or the Acquired Companies’ vendors, marketing affiliates or result in any violation or breach of, or default under, any such Contract. Section 29(d) of the Corporation Disclosure Letter identifies each Contract governing any Corporation Licensed Data to which Corporation or any of its Subsidiaries is a party or is boundother business partners.
(e) Corporation or Subsidiaries are the owner of all right, title and interest in and to each element of Corporation Data that: (i) is used or held for use in the business that is not Personal Data or Corporation Licensed Data; or (ii) is Corporation Owned Data. Corporation and its Subsidiaries have the right to Process all Corporation Owned Data without obtaining any permission or authorization of any Person. Other than as set forth on Section 29(e) of Schedule C, Corporation and its Subsidiaries have not entered into any Contract governing any Corporation Owned Data or to which Corporation or any of its Subsidiaries is a party or bound by, except the standard terms of use entered into by users of the Products (copies of which have been provided to Purchaser).
Appears in 1 contract
Information Technology. (a) The ICT Infrastructure that is currently used in the business: (i) constitutes all the information and communications technology and other systems infrastructure reasonably necessary to carry on the business, including having sufficient capacity and maintenance and support requirements to satisfy the requirements of the business as currently conducted and for the 180 days following the Effective Date with regard to information and communications technology, data processing and communications; and (ii) operates in good working order and functions in accordance with all applicable documentation and specifications without any substandard performance or defect in any part of the ICT Infrastructure.
(b) Corporation and its Subsidiaries have implemented and maintain reasonable security, disaster recovery and business continuity plans consistent with industry practices of companies offering similar services, and acts in compliance therewith and has tested such plans on a periodic basis, and such plans have proven effective upon testing.
(c) Section 29(c3.16(a) of the Corporation Disclosure Letter identifies Schedule sets out a true, correct and describes each distinct electronic or other repository or database containing (in whole or in part) Corporation Data maintained by or for Corporation or its Subsidiaries at any time (collectively, the “Corporation Databases”), the types of Corporation Data in each such database (including by Corporation Licensed Data and Corporation Owned Data), the means by which the Corporation Data was collected or received and the security policies that have been adopted and maintained with respect to each such Corporation Database.
(d) Corporation and its Subsidiaries have valid and subsisting contractual rights and consents to Process or to have Processed all Corporation Licensed Data howsoever obtained or collected by or for Corporation and its Subsidiaries in the manner that it is Processed by or for Corporation and its Subsidiaries. Corporation and its Subsidiaries have all rights, and all permissions, consents, licenses or authorizations required under applicable Laws (including Privacy Laws) and relevant Contracts (including Corporation Data Agreements), to use, retain, produce copies, prepare derivative works, disclose, combine with other data, and grant third parties rights, as applicable, to each of the Corporation Licensed Data as necessary for the operation of the business as presently conducted. Corporation and its Subsidiaries have been and is in compliance with all Contracts pursuant to which Corporation Processes or has Processed Corporation Licensed Data, and the consummation of the transactions will not conflict with, or result in any violation or breach of, or default under, any such Contract. Section 29(d) of the Corporation Disclosure Letter identifies each Contract governing any Corporation Licensed Data to which Corporation or any of its Subsidiaries is a party or is bound.
(e) Corporation or Subsidiaries are the owner complete list of all rightmaterial Information Technology owned, title and interest in and to each element of Corporation Data that: (i) is licensed, used or held for use in connection with the Business (other than with respect to personal computers and printers) and all Material Contracts in effect as of the date hereof relating in any material respect to the maintenance and support, security, disaster recovery management and utilization of such Information Technology.
(b) Sellers own, lease, licenses or has other contractual rights to use (pursuant to valid and enforceable lease, license or other contractual agreements) all Information Technology, networking systems, telecommunication systems, and documentation (including, but not limited to, a written disaster recovery and business continuity plan and procedures) relating to any of the foregoing, that are used in or necessary for the operations of the Business as currently conducted (the “Business IT”). Seller will be, at Closing, in compliance in all material respects with its material license agreements for all Business IT licensed or leased by Seller and Seller has not received written notice from a vendor or licensor that Seller is not Personal Data or Corporation Licensed Data; or (ii) is Corporation Owned Data. Corporation and its Subsidiaries have the right to Process all Corporation Owned Data without obtaining any permission or authorization in violation of any Personsuch license or lease. Other than Seller maintains comprehensive and clear documentation regarding Information Technology, their methods of operation, and their support and maintenance. The Information Technology is adequate for the operation of the Business as currently conducted. Each system comprising the Information Technology is adequate for its intended functions, operations and purposes in all material respects, and there has been no material malfunction of any Information Technology that has not been resolved and corrected. Seller has taken reasonable precautions in accordance with industry practice to preserve the availability, security and integrity of the Information Technology and the data and information stored on the Information Technology, and, to the Knowledge of Seller, the Information Technology has not been compromised or breached. Seller has disaster recovery facilities in place for its primary operations Software applications and either disaster recovery or failover facilities in place for the applications needed to process customer orders that are appropriate, in accordance with industry practice, to minimize the disruption of the Business in the event of any failure of all or part of the Information Technology. Seller has regularly tested such plans and facilities, and has written disaster recovery procedures in place.
(c) Since the Balance Sheet Date, no notice of a material defect or default has been sent or received by Sellers, in respect of any license or lease under which the Sellers received material Information Technology, that remains unresolved. The use of any Information Technology by Sellers does not, in any material respect, exceed the scope of the rights granted to the Sellers with respect thereto, including any applicable limitation upon usage, type or number of licenses, users, hardware, time, service or systems.
(d) Each of the domain names set forth on Section 29(ein Schedule 2.1(a)(ii) of the Disclosure Schedule C, Corporation is validly registered to one of the Sellers and its Subsidiaries there are no other domain names which are or have been used in connection with the Business. Each such domain name is free and clear of all Encumbrances and the registration of each such domain name is in full force and effect and in material compliance with all applicable domain name registration requirements. None of the registrations or uses of the domain names have been materially disturbed or placed “on hold” and the Sellers have not entered into received notice of any Contract governing any Corporation Owned Data or claim asserted against Sellers adverse to which Corporation or any of its Subsidiaries is a party or bound by, except the standard terms of use entered into by users of the Products (copies of which have been provided rights to Purchaser)such domain names.
Appears in 1 contract
Sources: Asset Purchase Agreement (Intercloud Systems, Inc.)
Information Technology. (a) 4.9.1 The ICT Infrastructure that is currently used in Purchaser has taken commercially reasonable precautions to preserve and document the business: (i) constitutes all the information and communications Purchaser’s material proprietary products, technology and other systems infrastructure reasonably necessary trade secrets and to carry protect the secrecy, confidentiality and value of its material proprietary products, technology and trade secrets.
4.9.2 To the Knowledge of Purchaser, on the businessInitial Execution Date, including having sufficient capacity Amended Execution Date and maintenance and support requirements to satisfy the requirements as of the business as currently conducted and for Closing Date, the 180 days following Purchaser owns or holds valid leases and/or licenses to the Effective Date with regard to information and communications technology, data processing and communications; and (ii) operates in good working order and functions in accordance with all applicable documentation and specifications without any substandard performance or defect in any part of the ICT Infrastructure.
(b) Corporation and its Subsidiaries have implemented and maintain reasonable security, disaster recovery and business continuity plans consistent with industry practices of companies offering similar services, and acts in compliance therewith and has tested such plans on a periodic basis, and such plans have proven effective upon testing.
(c) Section 29(c) of the Corporation Disclosure Letter identifies and describes each distinct electronic or other repository or database containing (in whole or in part) Corporation Data maintained Purchaser Systems which are used by or for Corporation or its Subsidiaries at any time (collectively, the “Corporation Databases”), the types of Corporation Data in each such database (including by Corporation Licensed Data and Corporation Owned Data), the means by which the Corporation Data was collected or received and the security policies that have been adopted and maintained with respect to each such Corporation Database.
(d) Corporation and its Subsidiaries have valid and subsisting contractual rights and consents to Process or to have Processed all Corporation Licensed Data howsoever obtained or collected by or for Corporation and its Subsidiaries in the manner that it is Processed by or for Corporation and its Subsidiaries. Corporation and its Subsidiaries have all rights, and all permissions, consents, licenses or authorizations required under applicable Laws (including Privacy Laws) and relevant Contracts (including Corporation Data Agreements), to use, retain, produce copies, prepare derivative works, disclose, combine with other data, and grant third parties rights, as applicable, to each of the Corporation Licensed Data as necessary for the operation of the business Purchaser to conduct its businesses as presently currently conducted. Corporation and its Subsidiaries have been and is in compliance with all Contracts pursuant to which Corporation Processes or has Processed Corporation Licensed DataTo the Knowledge of Purchaser, and upon the consummation of the transactions will not conflict withcontemplated hereunder, or result in any violation or breach of, or default under, any such Contract. Section 29(d) of the Corporation Disclosure Letter identifies each Contract governing any Corporation Licensed Data to which Corporation or any of its Subsidiaries is a party or is bound.
(e) Corporation or Subsidiaries are the owner of all right, title and interest in and to each element of Corporation Data that: (i) is used or held for use in the business that is not Personal Data or Corporation Licensed Data; or (ii) is Corporation Owned Data. Corporation and its Subsidiaries Purchaser shall have the right to Process all Corporation Owned Data without obtaining any permission or authorization use and access the Purchaser Systems as required to carry on its businesses as currently conducted.
4.9.3 In the 12 months preceding the Initial Execution Date and the Amended Execution Date, to the Knowledge of the Purchaser, no Purchaser IT Contract Supplier has been in material default of any Person. Purchaser IT Contract with respect to the provision of information and communications technology services to the Purchaser.
4.9.4 Other than as set forth could not reasonably be expected to result in a Material Adverse Effect on Section 29(e) the operations of Schedule Cthe Purchaser, Corporation the Purchaser maintains and its Subsidiaries each Purchaser IT Contract Supplier who manages the Purchaser Systems maintains, appropriate disaster recovery plans and security procedures with respect to the services being provided by any such Purchaser IT Contract Supplier to the Purchaser.
4.9.5 Since January 1, 2021, there have not entered into any Contract governing any Corporation Owned Data been no material interruptions, data losses or similar incidents attributable to which Corporation the Purchaser Systems owned or any used by the Purchaser. To the Knowledge of the Purchaser, the Purchaser Systems owned or used by the Purchaser have the capacity and performance necessary to meet in all material respects the requirements of its Subsidiaries is a party or bound byrespective businesses as currently conducted, except the standard terms of use entered into by users with respect to its usage of the Products (copies Purchaser Systems.
4.9.6 As used herein, “Purchaser Systems” means the material computer and data processing systems, material maintenance service agreements, and material information and material communications technologies used in the businesses of which have been provided to the Purchaser).
Appears in 1 contract
Sources: Sale and Purchase Agreement of Share Capital (Golden Matrix Group, Inc.)
Information Technology. (a) The ICT Infrastructure that is currently Section 4.34 of the Seller Disclosure Letter sets out a list of all material Information Technology owned, licensed, used or held for use primarily in connection with the business: Purchased Business (ithe “Purchased Business IT”) constitutes and all the information and communications technology and other systems infrastructure reasonably necessary Contracts relating to carry on the business, including having sufficient capacity and maintenance and support requirements to satisfy the requirements support, security, disaster recovery management and utilization of the business as currently conducted and for the 180 days following the Effective Date with regard to information and communications technology, data processing and communications; and (ii) operates in good working order and functions in accordance with all applicable documentation and specifications without any substandard performance or defect in any part of the ICT InfrastructurePurchased Business IT.
(b) Corporation None of the Purchased Business IT depends upon any service, technology or data of any third party (other than the Internet and its Subsidiaries hosted systems that are the subject of Contracts which have implemented been identified in Section 4.34 of the Seller Disclosure Letter and maintain included in the Data Room) and such Purchased Business IT, together with the services that are expressly agreed to be provided pursuant to the Transition Services Agreement, is sufficient for the conduct of the Purchased Business in the Ordinary Course after Closing. The Seller uses reasonable securitymeans, consistent with acceptable and prudent industry practice, to protect the security and integrity of all such Purchased Business IT including having in place disaster recovery plans for its computer systems and business continuity plans consistent with industry practices of companies offering similar services, and acts in compliance therewith and has tested such plans on a periodic basis, and such plans have proven effective upon testingthe data contained therein.
(c) Except as set out in Section 29(c) 4.34 of the Corporation Seller Disclosure Letter identifies and describes each distinct electronic or other repository or database containing (in whole or in part) Corporation Data maintained by or for Corporation or its Subsidiaries at any time (collectivelyLetter, the “Corporation Databases”), Purchased Business IT can be assigned and transferred to the types of Corporation Data Purchaser and used by the Purchaser in each such database (including by Corporation Licensed Data and Corporation Owned Data), the means by which the Corporation Data was collected or received and the security policies that have been adopted and maintained with respect to each such Corporation DatabasePurchased Business without any requirement for Consent.
(d) Corporation None of the Purchased Business IT:
(i) contains any bug, defect or error that materially and its Subsidiaries have valid and subsisting contractual rights and consents to Process or to have Processed all Corporation Licensed Data howsoever obtained or collected by or for Corporation and its Subsidiaries in adversely affects the manner that it is Processed by or for Corporation and its Subsidiaries. Corporation and its Subsidiaries have all rights, and all permissions, consents, licenses or authorizations required under applicable Laws (including Privacy Laws) and relevant Contracts (including Corporation Data Agreements), to use, retain, produce copies, prepare derivative works, disclose, combine with other data, and grant third parties rights, as applicable, to each functionality or performance of the Corporation Licensed Data as necessary for the operation of the business as presently conducted. Corporation and its Subsidiaries have been and is in compliance with all Contracts pursuant to which Corporation Processes or has Processed Corporation Licensed Data, and the consummation of the transactions will not conflict with, or result in any violation or breach of, or default under, any such Contract. Section 29(d) of the Corporation Disclosure Letter identifies each Contract governing any Corporation Licensed Data to which Corporation Purchased Business IT or any product or system containing or used in conjunction with such Purchased Business IT, or
(ii) fails to comply with any applicable warranty or other contractual commitment relating to the use, functionality or performance of its Subsidiaries is a party such Purchased Business IT or is boundany product or system containing or used in conjunction with such Purchased Business IT.
(e) Corporation No Purchased Business IT contains any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware” or Subsidiaries “adware” (as such terms are commonly understood in the owner software industry) or any other code designed or intended to have or capable of all rightperforming or facilitating, title and interest in and to each element any of Corporation Data that: the following functions:
(i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is used stored or held for use in the business that is not Personal Data installed or Corporation Licensed Data; any information or data stored or accessed on same, or
(ii) compromising the privacy or data security of a user or damaging or destroying or compromising the security, integrity, or availability of any data or file without the consent of the user who is Corporation Owned Dataauthorized to access such data or file (collectively, “Malicious Code”). Corporation The Seller has implemented and maintains industry standard measures designed to prevent the introduction of Malicious Code into the Purchased Business IT.
(f) The use of any Purchased Business IT by the Seller and its Subsidiaries transfer to the Purchaser does not exceed the scope of the rights granted to the Seller with respect thereto, including any applicable limitation upon the usage, type or number of licences, users, hardware, time, services or systems.
(g) The Seller has not experienced any disruption, interruption, outage, bugs or breakdowns that have caused the right to Process all Corporation Owned Data without obtaining any permission substantial disruption or authorization of any Person. Other than as set forth on Section 29(e) of Schedule C, Corporation and its Subsidiaries have not entered into any Contract governing any Corporation Owned Data interruption in or to the use of Purchased Business IT.
(h) The Seller has taken reasonable steps in accordance with industry practice to manage identified software vulnerabilities and to take appropriate rectification steps. The Purchased Business IT has been satisfactorily maintained and supported. The Company has implemented and has processes and policies in place to implement regular security patches or security upgrades that are generally available for all Software and which Corporation are commercially reasonable to implement. All Purchased Business IT has been properly maintained by technically competent personnel in accordance in all material respects with standards set by the manufacturers and services providers or any of its Subsidiaries is a party or bound by, except otherwise in accordance with standards prudent in the standard terms of use entered into by users industry to ensure proper operation of the Products (copies of which have been provided to Purchaser)Information Technology.
Appears in 1 contract
Information Technology. 8.1 IT systems.
(a) The ICT Infrastructure that is currently used All of the IT Systems used, owned, leased or licensed by the Target Group Companies in the business: course of their businesses (ithe “Business IT Systems”) constitutes all the information are legally and communications technology and other systems infrastructure reasonably necessary to carry on the businessbeneficially owned by, including having sufficient capacity and maintenance and support requirements to satisfy the requirements of the business as currently conducted and for the 180 days following the Effective Date with regard to information and communications technologyor validly licensed, data processing and communications; and (ii) operates in good working order and functions in accordance with all applicable documentation and specifications without any substandard performance leased or defect in any part of the ICT Infrastructuresupplied by third parties to, a Target Group Company.
(b) Corporation The Business IT Systems comprise all of the IT Systems that are required to carry on the Target Group Companies’ businesses as they were carried on at the date of this Agreement and its Subsidiaries have implemented and maintain reasonable security, disaster recovery and business continuity plans consistent with industry practices in the 12 months prior to the date of companies offering similar services, and acts in compliance therewith and has tested such plans on a periodic basis, and such plans have proven effective upon testingthis Agreement.
(c) Section 29(c) All of the Corporation Disclosure Letter identifies Business IT Systems are maintained and describes each distinct electronic supported by a Target Group Company or other repository or database containing (in whole or in part) Corporation Data maintained by or for Corporation or its Subsidiaries at any time (collectively, the “Corporation Databases”), the types of Corporation Data in each such database (including by Corporation Licensed Data and Corporation Owned Data), the means by which the Corporation Data was collected or received and the security policies that have been adopted and maintained with respect to each such Corporation Databasea third party under a valid agreement.
(d) Corporation and its Subsidiaries have valid and subsisting contractual rights and consents to Process or to have Processed Copies of all Corporation Licensed Data howsoever obtained or collected by or for Corporation and its Subsidiaries in the manner that it is Processed by or for Corporation and its Subsidiaries. Corporation and its Subsidiaries have all rights, and all permissions, consents, licenses or authorizations required under applicable Laws (including Privacy Laws) and relevant Contracts (including Corporation Data Agreements), to use, retain, produce copies, prepare derivative works, disclose, combine contracts with other data, and grant third parties rightsrelating to the license, as applicablelease, to each supply, maintenance or support of the Corporation Licensed Data as necessary for the operation of the business as presently conducted. Corporation and its Subsidiaries Business IT Systems have been and is in compliance with all Contracts pursuant to which Corporation Processes or has Processed Corporation Licensed Data, and the consummation of the transactions will not conflict with, or result in any violation or breach of, or default under, any such Contract. Section 29(d) of the Corporation Disclosure Letter identifies each Contract governing any Corporation Licensed Data to which Corporation or any of its Subsidiaries is a party or is boundDisclosed.
(e) Corporation So far as the Sellers are aware, there are no circumstances in which the ownership, benefit or Subsidiaries right to use the Business IT Systems might be lost, or rendered liable to termination, by virtue of the entry into or performance of any of the Transaction Documents.
(f) The Business IT Systems operate and perform in accordance with their documentation in all material respects as currently required by the business of the Target Group Companies.
(g) The Target Group Companies have taken commercially reasonable actions designed to protect the integrity and security of the Business IT Systems within its operational control and the information stored therein, processed thereon or transmitted therefrom from unauthorized use, access, or modification by third parties, and there has been no such unauthorized use, access or modification of such Business IT Systems.
(h) The Target Company owns or has a valid right to access and use the IT Systems that are used in the owner conduct of its business as presently conducted, including valid licenses, subscriptions or other rights to use all right, title software present on the computers and interest in and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to each element of Corporation Data that: (i) is used its employees or held contractors for their use in the business that is not Personal Data or Corporation Licensed Data; or (ii) is Corporation Owned Dataconnection with its business. Corporation The Target Group Companies have implemented commercially reasonable backup, security and its Subsidiaries have the right to Process all Corporation Owned Data without obtaining any permission or authorization of any Person. Other than as set forth on Section 29(e) of Schedule C, Corporation disaster recovery technology and its Subsidiaries have not entered into any Contract governing any Corporation Owned Data or to which Corporation or any of its Subsidiaries is a party or bound by, except the standard terms of use entered into by users of the Products (copies of which have been provided to Purchaser)procedures.
Appears in 1 contract
Information Technology. (a) The ICT Infrastructure that is currently used in Company has taken commercially reasonable steps to ensure the business: (i) constitutes all the information systems, devices, networks, and communications technology equipment, including hardware, computers, servers, storage devices, workstations, peripherals, routers, hubs, switches, sensors, and other systems infrastructure reasonably necessary to carry on the businesssystems, including having sufficient capacity and maintenance and support requirements to satisfy the requirements of the business as currently conducted and for the 180 days following the Effective Date with regard to information and communications technology, data processing and communications; and (ii) operates in good working order and functions in accordance with all applicable documentation and specifications without any substandard performance devices or defect in any part of the ICT Infrastructure.
(b) Corporation and its Subsidiaries have implemented and maintain reasonable security, disaster recovery and business continuity plans consistent with industry practices of companies offering similar services, and acts in compliance therewith and has tested such plans on a periodic basis, and such plans have proven effective upon testing.
(c) Section 29(c) of the Corporation Disclosure Letter identifies and describes each distinct electronic or other repository or database containing (in whole or in part) Corporation Data maintained by or for Corporation or its Subsidiaries at any time (collectively, the “Corporation Databases”), the types of Corporation Data in each such database (including by Corporation Licensed Data and Corporation Owned Data), the means by which the Corporation Data was collected or received and the security policies that have been adopted and maintained with respect to each such Corporation Database.
(d) Corporation and its Subsidiaries have valid and subsisting contractual rights and consents to Process or to have Processed all Corporation Licensed Data howsoever obtained or collected by or for Corporation and its Subsidiaries in the manner that it is Processed by or for Corporation and its Subsidiaries. Corporation and its Subsidiaries have all rightsequipment, and all permissionsSoftware operating on or in connection with such systems, consentsdevices, licenses networks or authorizations required under applicable Laws (including Privacy Laws) and relevant Contracts (including Corporation Data Agreements)equipment, to use, retain, produce copies, prepare derivative works, disclose, combine with other data, and grant third parties rights, as applicable, to each of the Corporation Licensed Data as necessary for the operation of the business as presently conducted. Corporation and its Subsidiaries have been and is in compliance with all Contracts pursuant to which Corporation Processes or has Processed Corporation Licensed Data, and the consummation of the transactions will not conflict with, or result in any violation or breach of, or default under, any such Contract. Section 29(d) of the Corporation Disclosure Letter identifies each Contract governing any Corporation Licensed Data to which Corporation or any of its Subsidiaries is a party or is bound.
(e) Corporation or Subsidiaries that are the owner of all right, title and interest in and to each element of Corporation Data that: (i) is used or held for use in the conduct of the business of the Company (the “Company Information Systems”) are reasonably adequate for the operation of the businesses of the Company as currently conducted[, and the Company has purchased a sufficient number of license seats for all Software currently used by or on behalf of the Company. With respect to the Company Information Systems: (i) the Company has taken commercially reasonable steps and implemented commercially reasonable procedures to ensure, or, in the case of Company Information Systems not controlled or configured by the Company, has contractually required its vendor or contractor to implement commercially reasonable procedures to ensure, that is such Company Information Systems do not Personal Data or Corporation Licensed Datainclude any Malicious Code, which procedures include the use of antivirus software to protect such Company Information Systems from becoming infected by any Malicious Code; or (ii) is Corporation Owned Data. Corporation and its Subsidiaries have the right to Process all Corporation Owned Data without obtaining any permission or authorization of any Person. Other than except as set forth on Section 29(e) of Schedule C3.20(a), Corporation and its Subsidiaries have to the Company’s Knowledge, there has not entered into been any Contract governing any Corporation Owned Data or to which Corporation material malfunction or any of material unplanned downtime or service interruption in or affecting any Company Information System; (iii) the Company has taken commercially reasonable steps and implemented commercially reasonable procedures to manage its Subsidiaries licenses to all Software that is a party component of the Company Information Systems controlled or bound by, except configured by the standard Company and ensure compliance with the terms of such licenses and have fully complied with all vendor-initiated audits of usage of such Software; and (iv) the Company has taken commercially reasonable steps and implemented commercially reasonable procedures to mitigate risks that the Company Information Systems will be used or accessed by persons other than Company employees, contractors or other authorized personnel or other than in a manner in which such personnel are authorized to use entered into by users or access the Company Information Systems. The Company has taken commercially reasonable measures to provide for system redundancy and back-up of data and material information in a commercially reasonable manner and has exerted commercially reasonable efforts to avoid disruption or interruption to the business of the Products Company.
(copies b) The Company is not obligated to support or maintain any of which have been provided the Company Software except pursuant to PurchaserContracts with customers in the ordinary course of business or as set forth in Schedule 3.20(b).
Appears in 1 contract
Information Technology. (a) The ICT Infrastructure that is currently used in Schedule 4.28(a) of the business: Company Disclosure Schedules sets forth a true and correct list of all (i) constitutes all the information and communications technology and other systems infrastructure reasonably necessary to carry on the businessmaterial Software, including having sufficient capacity and maintenance and support requirements to satisfy the requirements of the business as currently conducted and for the 180 days following the Effective Date with regard to information and communications technology, data processing and communications; and (ii) operates material licenses, leases, development agreements, services or maintenance agreements, in good working order each case, used, held for use or relating exclusively to the Company IT Systems, other than “off-the shelf software” available from third party suppliers on arm’s length commercial terms. The Company and functions its Subsidiaries own or have rights to use (by license or lease) the Company IT Systems used or held for use by the Company and its Subsidiaries in accordance with all applicable documentation and specifications without any substandard performance or defect in any part the operation of the ICT InfrastructureBusiness, and the Company IT Systems are sufficient, including bandwidth, scalability and information storage and processing, for the current need of the Business.
(b) Corporation Each of the Company and its Subsidiaries has full and complete copies of all source code for all software which it owns. None of the material software licensed to the Company or its Subsidiaries will be affected or terminated by any Change of Control of any of the Company and its Subsidiaries, and each of the Company and its Subsidiaries is in full compliance with the terms of all source code escrow agreements.
(c) The Company IT Systems are adequate for, and operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required in connection with, the operation of the businesses of the Company and its Subsidiaries as currently conducted. The Company IT Systems have not malfunctioned or failed at any time in the last five (5) years in a manner that resulted in material disruptions to the operation of the Business and that were not remedied or remediated by the Company or a Subsidiary of the Company, as applicable. The Company and each of its Subsidiaries maintains commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, and security of all Company IT Systems and all Personal Information, and confidential information processed and stored thereon.
(d) The Company and its Subsidiaries have implemented taken commercially reasonable efforts designed to maintain, upgrade and maintain update the Company IT Systems. The Company and its Subsidiaries have taken commercially reasonable securityactions in accordance with good industry practice to ensure the protection, integrity and security of the Company IT Systems, and all information stored, processed or transmitted thereby, from any unauthorized interruption, access, use or modification by third parties, including by employing commercially reasonable technical measures prudent in the industry in which the Company operates (which may include firewalls, virus and other malicious or disabling code detection and removal programs, and back-up, disaster recovery and business continuity plans consistent with industry practices of companies offering similar servicesprograms). In the last five (5) years, and acts in compliance therewith and has tested such plans on a periodic basis, and such plans have proven effective upon testing.
(ci) Section 29(c) to the Knowledge of the Corporation Disclosure Letter identifies and describes each distinct electronic or other repository or database containing (in whole or in part) Corporation Data maintained by or for Corporation or its Subsidiaries at any time (collectivelyCompany, the “Corporation Databases”), the types of Corporation Data in each such database (including by Corporation Licensed Data and Corporation Owned Data), the means by which the Corporation Data was collected or received and the security policies that there have been adopted and maintained no unauthorized intrusions or breaches of security with respect to each such Corporation Database.
(d) Corporation and its Subsidiaries have valid and subsisting contractual rights and consents to Process or to have Processed all Corporation Licensed Data howsoever obtained or collected by or for Corporation and its Subsidiaries in the manner that it is Processed by or for Corporation and its Subsidiaries. Corporation and its Subsidiaries have all rightsCompany IT Systems, and all permissions, consents, licenses or authorizations required under applicable Laws (including Privacy Lawsii) and relevant Contracts (including Corporation Data Agreements), to use, retain, produce copies, prepare derivative works, disclose, combine with other data, and grant third parties rights, as applicable, to each of the Corporation Licensed Data as necessary for the operation of the business as presently conducted. Corporation and its Subsidiaries there have been and is in compliance no material unplanned downtime or service interruption with all Contracts pursuant respect to which Corporation Processes or has Processed Corporation Licensed Data, and the Company IT Systems. The consummation of the transactions contemplated under this Agreement will not conflict with, or result in any violation or breach of, or default under, any such Contract. Section 29(d) materially impair the rights of the Corporation Disclosure Letter identifies each Contract governing any Corporation Licensed Data to which Corporation Company or any of its Subsidiaries is a party or is boundto use the Company IT Systems.
(e) Corporation The Company IT Systems do not contain third party Software or Subsidiaries are the owner of all right, title equipment which is not available from third party suppliers on arm’s length commercial terms and interest in and contain sufficient user information to each element of Corporation Data that: (i) is used or held for use enable reasonably skilled personnel in the business field to use and operate them without the need for further assistance. There is no reason to believe that is any rights to use such third party Software or equipment will not Personal Data be renewed when they expire on the same or Corporation Licensed Data; or (ii) is Corporation Owned Data. Corporation and its Subsidiaries have the right to Process all Corporation Owned Data without obtaining any permission or authorization of any Person. Other than as set forth on Section 29(e) of Schedule C, Corporation and its Subsidiaries have not entered into any Contract governing any Corporation Owned Data or to which Corporation or any of its Subsidiaries is a party or bound by, except the standard terms of use entered into by users of the Products (copies of which have been provided to Purchaser)substantially similar terms.
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