Common use of Business Technology Clause in Contracts

Business Technology. (a) The Company owns, or is licensed or otherwise possesses the valid right to use, free and clear of all Liens (except Permitted Liens), all of the Company Business Technology. (b) In the twelve (12) months prior to the date of this Agreement, there have been no performance reductions or breakdowns or, to the Company’s Knowledge, logical or physical intrusions to any Company Business Technology or losses of data, and no part of the Company Business Technology has experienced any material disruption, malfunction or error. (c) All material Company Business Technology is maintained and/or repaired by the Company’s own personnel, and the consummation of the Transactions will not materially adversely affect the Company’s capacity to maintain or repair such material Company Business Technology. (d) With respect to Software that is Company Business Technology, no such Software that is owned or licensed to the Company: (i) contains any code designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of, or provide unauthorized access to, a computer system or network or other device on which such code is stored or installed, or to damage or destroy data or files without the user’s consent; (ii) is subject to the terms of any “open source” or other similar license that provides for the source code of the Software to be disclosed, licensed, publicly distributed or dedicated to the public; or (iii) has been (or is required to be) delivered to an escrow agent or other third Person where such Person has been (or will be) provided a copy or granted access to any source code of such Software. (e) The Company has implemented reasonable industry-standard disaster recovery plans designed to reasonably maintain uninterrupted operation of the Business. (f) The Company has taken reasonable precautions in accordance with good industry practice to preserve the security and integrity of the Company Business Technology. The Company has during the seven (7) years immediately preceding the date hereof taken such steps as are reasonably necessary (including implementing and monitoring compliance with adequate measures with respect to technical, physical and cyber security) to ensure that the Company’s data is reasonably protected against loss and against unauthorized access, use, modification, disclosure or other misuse. (g) In the twelve (12) months prior to the date of this Agreement, to the Company’s Knowledge, there has not been any access, use, or modification by any unauthorized Person of any Software that is Company Business Technology (including any data), or fraud committed by use or abuse of the Company Business Technology.

Business Technology. (a) The Company Buyer owns, or is licensed or otherwise possesses the valid right to use, free and clear of all Liens (except Permitted Liens), all of the Company Buyer Business Technology. (b) In the twelve (12) months prior to the date of this Agreement, there have been no performance reductions or breakdowns or, to the CompanyBuyer’s Knowledge, logical or physical intrusions to any Company Buyer Business Technology or losses of data, and no part of the Company Buyer Business Technology has experienced any material disruption, malfunction or error. (c) All material Company Buyer Business Technology is maintained and/or repaired by the CompanyBuyer’s own personnel, and the consummation of the Transactions will not materially adversely affect the CompanyBuyer’s capacity to maintain or repair such material Company Buyer Business Technology. (d) With respect to Software that is Company Buyer Business Technology, no such Software that is owned or licensed to the CompanyBuyer: (i) contains any code designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of, or provide unauthorized access to, a computer system or network or other device on which such code is stored or installed, or to damage or destroy data or files without the user’s consent; (ii) is subject to the terms of any “open source” or other similar license that provides for the source code of the Software to be disclosed, licensed, publicly distributed or dedicated to the public; or (iii) has been (or is required to be) delivered to an escrow agent or other third Person where such Person has been (or will be) provided a copy or granted access to any source code of such Software. (e) The Company Buyer has implemented reasonable industry-standard disaster recovery plans designed to reasonably maintain uninterrupted operation of the Business. (f) The Company Buyer has taken reasonable precautions in accordance with good industry practice to preserve the security and integrity of the Company Buyer Business Technology. The Company Buyer has during the seven (7) years immediately preceding the date hereof taken such steps as are reasonably necessary (including implementing and monitoring compliance with adequate measures with respect to technical, physical and cyber security) to ensure that the CompanyBuyer’s data is reasonably protected against loss and against unauthorized access, use, modification, disclosure or other misuse. (g) . In the twelve (12) months prior to the date of this Agreement, to the CompanyBuyer’s Knowledge, there has not been any access, use, or modification by any unauthorized Person of any Software that is Company Buyer Business Technology (including any data), or fraud committed by use or abuse of the Company Buyer Business Technology.