Common use of Software and Technology Clause in Contracts

Software and Technology. (i) To the knowledge of the Sellers, except as would not, individually or in the aggregate, have a Material Adverse Change of the Purchased Companies, the computer and data processing systems, facilities and services used by any Purchased Company are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of any Purchased Company has been disclosed to a third party. (ii) The Company has not developed any proprietary Software. Section 3.1(y)(i) of the Disclosure Letter sets forth a list of all material third-party Software used in the Business. (iii) Section 3.1(y)(iii) of the Disclosure Letter contains a complete list of all cybersecurity measures and policies each Purchased Company has in place. (iv) Section 3.1(y)(iv) of the Disclosure Letter contains a complete list of business interruption plans of each Purchased Company and a complete list of material interruptions in the technology support of each Purchased Company that have occurred in the past two (2) years and a description of the source and such Purchased Company’s responses to such interruption.

Software and Technology. (i) To the knowledge of the Sellers, except as would not, individually or in the aggregate, have a Material Adverse Change of the Purchased Companies, the computer and data processing systems, facilities and services used by any Purchased Company are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of any Purchased Company has been disclosed to a third party. (ii) The Company has not developed any proprietary Software. Section 3.1(y)(i3.1(y)(ii) of the Disclosure Letter sets forth a list of all material third-party Software used in the Business. (iii) Section 3.1(y)(iii) of the Disclosure Letter contains a complete list of all cybersecurity measures and policies each Purchased Company has in place. (iv) Section 3.1(y)(iv) of the Disclosure Letter contains a complete list of business interruption plans of each Purchased Company and a complete list of material interruptions in the technology support of each Purchased Company that have occurred in the past two (2) years and a description of the source and such Purchased Company’s responses to such interruption.