Software and IT Sample Clauses

Software and IT. (a) The Company’s Systems are reasonably sufficient for the immediate and anticipated needs of its business, including as to capacity, scalability, and ability to process current and anticipated peak volumes in a timely manner. The Company’s Systems are in sufficiently good working condition to perform all information technology operations and include sufficient licensed capacity (whether in terms of authorized sites, units, users, seats or otherwise) for all software, in each case as necessary for the conduct of its business. (b) In the last five years, there has been no unauthorized access, use, intrusion or breach of security, or material failure, breakdown, performance reduction or other adverse event affecting any of the Company’s Systems, that has caused or would reasonably be expected to cause any: (i) substantial disruption of or interruption in or to the use of such Systems or the conduct of the business of the Company or its Subsidiaries; (ii) loss, destruction, damage or harm of the Company or any Subsidiary or any of their business or operations, personnel, property or other assets; or (iii) liability of any kind to the Company or its Subsidiaries or their business. The Company (including its Subsidiaries) has taken commercially reasonable actions, consistent with applicable industry best practices, to protect the integrity and security of its Systems and the data and other information stored thereon. (c) The Company and its Subsidiaries maintain commercially reasonable back-up and data recovery, disaster recovery and business continuity plans, procedures and facilities, act in material compliance therewith, and test such plans and procedures on a regular basis, and such plans and procedures have been proven effective upon such testing.

Software and IT. (a) The Company Entities’ Systems are reasonably sufficient in all material respects for the current needs of the Business, including as to capacity, scalability, and ability to process current peak volumes in a timely manner. The Company Entities’ Systems are in sufficiently good working condition to perform all information technology operations and include sufficient licensed capacity (whether in terms of authorized sites, units, users, seats or otherwise) for all material software, in each case as necessary for the conduct of the Business, except as would not reasonably be expected to be material to the Company Entities, taken as a whole. (b) To The Company’s Knowledge, in the last two (2) years, there has been no unauthorized access, use, intrusion or breach of security, or material failure, breakdown, performance reduction or other material adverse event affecting any of the Company Entities’ Systems, in each case that has caused or would reasonably be expected to cause any: (i) substantial disruption of or interruption in the conduct of the Business of the Company Entities; (ii) substantial loss, destruction, damage or harm of any Company Entity or any of their Business or operations, personnel, property or other assets; or (iii) material liability of any kind to the Company Entities or their Business. Each Company Entity has taken commercially reasonable actions to protect the integrity and security of the Company Entities’ Systems and the data and other information stored thereon. (c) The Company Entities maintain commercially reasonable back-up and data recovery, disaster recovery and business continuity plans, procedures and facilities, and act in material compliance therewith.

Software and IT. (a) The Company Entities’ Systems are reasonably sufficient and in sufficiently good working condition in all material respects for the current needs of the Business, including as to capacity, scalability, and ability to process current peak volumes in a timely manner, and to the Knowledge of the Company, are free from material viruses, worms, time bombs, key locks, malware and other corruptants. (b) In the last three (3) years, there has been no unauthorized access, use, intrusion or breach of security, or material failure, breakdown, performance reduction or other adverse event affecting any of the Company Entities’ Systems, that has caused any: (i) material disruption of or interruption in the conduct of the Business of the Company Entities; (ii) substantial loss, destruction, damage or harm of any Company Entity or any of their Business or operations, personnel, property or other assets; or (iii) to the Knowledge of the Company, material liability of any kind to the Company Entities or their Business or the statutory duty to notify any Person. Each Company Entity has taken commercially reasonable actions, taking into account the size and complexity of the Company, to protect the integrity, security and continuous operation of the Company Entities’ Systems and the data and other information stored thereon or processed thereby. (c) The Company Entities maintain back-up and data recovery, disaster recovery and business continuity plans and procedures, and, to the Knowledge of the Company, act in material compliance therewith.

Software and IT. (a) The Company’s Systems are reasonably sufficient and in sufficiently good working condition in all material respects for the current needs of the Business, including as to capacity, and ability to process current peak volumes in a timely manner, and to the Knowledge of the Company, are free from viruses, worms, time bombs, key locks, malware and other corruptants. (b) In the last three (3) years, to the Knowledge of the Company, there has been no unauthorized access, use, intrusion or breach of security, or material failure, breakdown, performance reduction or other adverse event affecting any of the Company’s Systems, that has caused any: (i) material disruption of or interruption in the conduct of the Business; (ii) substantial loss, destruction, damage or harm of the Company or any of their Business or operations, personnel, property or other assets; or (iii) material Liability of any kind to the Company or its Business or the legal obligation to notify any Person. The Company taken commercially reasonable actions, taking into account the size and complexity of the Company, to protect the integrity, security and continuous operation of the Company’s Systems and the confidential data and other confidential information stored thereon or processed thereby. (c) The Company maintains reasonable, taking into account the size and complexity of the Company, back-up and data recovery, disaster recovery and business continuity plans and procedures, and, to the Knowledge of the Company, act in material compliance therewith.

Software and IT. (a) The Company’s software and information technology systems (“Systems”) are in good working order and condition and are sufficient in all material respects for the purposes for which they are used in the conduct of the business of the Company and include sufficient licensed capacity (whether in terms of authorized sites, units, users, seats or otherwise) for material software, in each case as necessary for the conduct of the business of the Company as currently conducted. (b) To the Knowledge of the Company and the Seller, in the last three (3) years, there has been no material unauthorized access, use, intrusion or breach of security, or material failure, breakdown, performance reduction or other materially adverse event affecting any of the Company’s Systems, that has caused or could reasonably be expected to cause any substantial: (i) disruption of or interruption in or to the use of such Systems or the conduct of the business of the Company; or (ii) loss, destruction, damage or harm to the Company or any of their operations, personnel, property or other assets. The Company has taken all reasonable actions, consistent with industry practices, to protect the integrity and security of the Systems and the data and other information stored thereon. (c) The Company maintains commercially reasonable back-up and data recovery, disaster recovery and business continuity plans, procedures and facilities and tests such plans and procedures on a regular basis.

Software and IT. (a) The Company Entities’ Systems are reasonably sufficient in all material respects for the current needs of the Business, including as to capacity, scalability, and ability to process current peak volumes in a timely manner. In all material respects, the Company Entities’ Systems are in sufficiently good working condition to perform all information technology operations and include sufficient licensed capacity (whether in terms of authorized sites, units, users, seats or otherwise) for all material software, in each case as necessary for the conduct of the Business. (b) To Shift’s Knowledge, in the last two (2) years, there has been no unauthorized access, use, intrusion or breach of security, or material failure, breakdown, performance reduction or other adverse event affecting any of the Company Entities’ Systems, that has caused or would reasonably be expected to cause any: (i) substantial disruption of or interruption in the conduct of the Business of the Company Entities; (ii) substantial loss, destruction, damage or harm of any Company Entity or any of their Business or operations, personnel, property or other assets; or (iii) material liability of any kind to the Company Entities or their Business. Each Company Entity has taken commercially reasonable actions to protect the integrity and security of the Company Entities’ Systems and the data and other information stored thereon. (c) The Company Entities maintain commercially reasonable back-up and data recovery, disaster recovery and business continuity plans, procedures and facilities, act in material compliance therewith.

Software and IT. (a) The Company Entities’ Systems are reasonably sufficient and in sufficiently good working condition in all material respects for the current needs of the Business, including as to capacity, scalability, and ability to process current peak volumes in a timely manner. (b) To the Knowledge of the Company, in the last two (2) years, there has been no unauthorized access, use, intrusion or breach of security, or material failure, breakdown, performance reduction or other adverse event affecting any of the Company Entities’ Systems, that has caused any: (i) material disruption of or interruption in the conduct of the Business of the Company Entities; (ii) substantial loss, destruction, damage or harm of any Company Entity or any of their Business or operations, personnel, property or other assets; or (iii) material liability of any kind to the Company Entities or their Business. Each Company Entity has taken commercially reasonable actions, taking into account the size and complexity of the Company, to protect the integrity and security of the Company Entities’ Systems and the data and other information stored thereon. (c) The Company Entities maintain back-up and data recovery, disaster recovery and business continuity plans and procedures, and, to the Knowledge of the Company, act in material compliance therewith.

Software and IT. (a) Target’s Systems are reasonably sufficient for the current needs of the Business, including as to capacity and ability to process current and anticipated peak volumes in a timely manner. Target’s Systems are in sufficiently good working condition to perform all information technology operations and include sufficient licensed capacity (whether in terms of authorized sites, units, users, seats or otherwise) for all material software, in each case as necessary for the conduct of the Business. (b) In the last five (5) years, there has been no unauthorized access, use, intrusion or breach of security, or material failure, breakdown, performance reduction or other adverse event affecting any of Target’s Systems, that has caused or would reasonably be expected to cause any: (i) substantial disruption of or interruption in or to the use of Target’s Systems or the conduct of the Business of Target; (ii) loss, destruction, damage or harm of Target or any of its Business or operations, personnel, property or other assets; or (iii) liability of any kind to Target or its Business. Target has used commercially reasonable best efforts, consistent with applicable industry best practices, to protect the integrity and security of Target Systems and the data and other information stored thereon. (c) Target maintains commercially reasonable back-up and data recovery, disaster recovery and business continuity plans, procedures and facilities, act in material compliance therewith, and test such plans and procedures on a regular basis, and such plans and procedures have been proven effective upon such testing.