Material IT definition
Examples of Material IT in a sentence
For the purposes of this paragraph 9, a Material IT Agreement is an IT Agreement which (i) has a value per annum (being the aggregate value of the payables or receivables under such IT Agreement or, if not fixed, the average of such payables or receivables over the period of one calendar year immediately preceding the Last Accounts Date), of more than €2,000,000 or (ii) concerns Information Technology that could not be replaced by a commercially available alternative for a cost of less than €2,000,000.
There exists no condition or event (including the execution, delivery and performance of this Agreement or any other agreement related to the Closing Transactions) that, with the giving of notice or the lapse of time or both, would constitute a default by any of Seller or the Companies or the Companies’ Subsidiaries under any Material IT Contracts, which default would reasonably be expected to result in a Material Adverse Effect with respect to the Companies or the Companies’ Subsidiaries.
Schedule 1(b) annexed hereto sets forth all Material IT Contracts that are subsisting as of the date hereof.
No Target Company, Business Seller or member of the Seller Group has, in the 12 months prior to the Offer Date, received written notice from a third party alleging that a Target Company, a Business Seller or member of the Seller Group is in default of any Material IT Agreement.
Except as set forth on Schedule 4.18(iii), the IT Systems licensed or provided under the Material IT Contracts and under the Seller Transition Services Agreement are all the IT Systems necessary in all material respects for the conduct of the Businesses as currently conducted by the Companies and the Companies’ Subsidiaries.