Seller Systems Sample Clauses

Seller Systems. Any information system, software, computer network, database or data file owned, licensed, leased or provided by Seller or any of its Affiliates that is used by Seller or any of its Affiliates in connection with provision of any Service, each as modified, maintained or enhanced from time to time by Seller, any of its Affiliates or any relevant third party (collectively, the “Seller Systems”) shall remain the sole and exclusive property of Seller or its Affiliates, as the case may be. In furtherance of the foregoing, under no circumstances will Buyer or any of its Affiliates obtain, pursuant to this Agreement, any ownership right or license in or to (a) any custom development work performed hereunder by Seller, its Affiliates or third parties working at the direction of Seller or its Affiliates, (b) any Intellectual Property of Seller or its Affiliates or (c) any of the Seller Systems.
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Seller Systems. Seller hereby represents and warrants to Buyer that Seller's computerized laboratory computer systems known as TopLab will not fail due to: (i) any non-recognition of date data at the change of the century on January 1, 2000, or (ii) the failure of any calculations to accommodate same century and multi-century formulae and date values or date data interface values that reflect the century, in either case, where such failure causes Seller to be unable to accurately transmit reports to Providers via the teleprinters. Seller shall make any necessary modifications to TopLab to ensure accuracy of this warranty.
Seller Systems. Seller represents and warrants that the software, systems, methods, and products developed, employed, licensed, and used in the Businesses of SIS, and sold and transferred to Buyer under this Agreement, do not incorporate, determine, assess, or in any way measure or evaluate, the amount of time it takes a candidate to respond to questions presented, except only that if a response is not received within a preset interval, the question(s) may be repeated and/or the presentation of questions to the candidate may be terminated. Seller further represents and warrants that the software, systems, methods, and products developed, employed, licensed, and used in the Businesses, and transferred and sold to Buyer under this Agreement, do not incorporate or in any way use any non-linear branching or alteration of the sequence or composition of qualification questions presented and that the sequence and composition of qualification questions presented remains unaltered, except that if no response or an unsatisfactory response(s) is received, the presentation of questions to the candidate may be terminated.

Related to Seller 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.

  • Review Systems The Asset Representations Reviewer will maintain and utilize an electronic case management system to manage the Tests and provide systematic control over each step in the Review process and ensure consistency and repeatability among the Tests.

  • Hardware and Software Requirements In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, and hardware capable of running this software.

  • 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.

  • IT Systems Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company reasonably believes that (i) the Company and the Subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the business of the Company and the Subsidiaries (the “Company IT Systems”), (ii) the Company IT Systems are adequate for, and operate and perform as required in connection with, the operation of the business of the Company and the Subsidiaries as currently conducted and (iii) the Company and the Subsidiaries have implemented reasonable backup, security and disaster recovery technology consistent with applicable regulatory standards;

  • Review Systems; Personnel It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Receivable and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.

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