Common use of Software and IT Clause in Contracts

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 Systems: (i) are reasonably in good working order and condition and are sufficient in all material respects for the current needs purposes for which they are used in the conduct of the Business, including as provided that, with respect to capacity, scalability, and ability to process current peak volumes in a timely manner. The the Company Entities’ Systems are in sufficiently good working condition licensed by the Company Entities from third parties, such representation and warranty is made to perform all information technology operations the Company’s Knowledge, and (ii) 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 Business as would not reasonably be expected to be material to the Company Entities, taken as a wholecurrently conducted. (b) To The the Knowledge of the Company’s Knowledge, in the last two three (23) 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 could 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 other Company Entities; or (ii) substantial material loss, destruction, damage or harm of to 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 all reasonable actions actions, consistent with industry practices, to protect the integrity and security of the Company Entities’ Systems and the data and other information stored thereon. Each Company Entity has established one or more incident response plans to address any actual or threatened security incident or data breach. (c) The Company Entities maintain commercially reasonable back-up backup and data recovery, disaster recovery and business continuity plans, procedures and facilitiesfacilities and test such plans and procedures on a regular basis, and act in material compliance therewithsuch plans and procedures have been proven effective upon such testing.