Common use of Software and IT Clause in Contracts

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 CompanySeller’s Systems are reasonably sufficient for the immediate and anticipated needs of its businessthe Business, including as to capacity, scalability, and ability to process current and anticipated peak volumes in a timely manner. The CompanySeller’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 businessthe 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 CompanySeller’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 Seller’s Systems or the conduct of the business Business of Seller or the Company or its Subsidiariesother Seller Entities; (ii) loss, destruction, damage or harm of the Company or any Subsidiary Seller Entity or any of their business Business or operations, personnel, property or other assets; or (iii) liability of any kind to the Company or its Subsidiaries Seller Entities or their businessBusiness. The Company (including its Subsidiaries) Each Seller Entity has taken commercially reasonable actions, consistent with applicable industry best practices, to protect the integrity and security of its the Seller Systems and the data and other information stored thereon. (c) The Company and its Subsidiaries Seller Entities 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.