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Computer Systems and Software Sample Clauses

Computer Systems and Software. The computer systems, Hardware and Software of Vitran and the Vitran Subsidiaries including personal computers and special purpose systems (including billing systems, operational support systems and business support systems) are fully operational in all material respects. For the purposes hereof, “Hardware” means the computer hardware, mainframes, personal computers, servers, client/server stations, network equipment, routers, semi-conductor chips, embedded Software, communication lines and other equipment “Software” means computer programs, operating systems, applications, interfaces, applets, software scripts, macros, firmware, development tools, and other instructions or sets of instructions for Hardware or Software to follow, including SQL and other query languages, hypertext markup language (“html”), wireless markup language, xml and other computer markup languages, in object, source or other code.
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Computer Systems and SoftwareTHE SIXTH SCHEDULE.........................................................................................................
Computer Systems and SoftwareWith respect to computer systems and required software: 9.1.1 HOA shall have the right to specify or require that certain brands, types, makes, and/or models of communications, computer systems, and hardware to be used by, between, or among Restaurants, including without limitation: (a) back office and point of sale systems, data, audio, video, and voice storage, retrieval, and transmission systems for use at Restaurants, between or among Restaurants, and between and among Franchisee’s Restaurants and HOA, HOA’s designee and/or Franchisee; (b) cash register systems; (c) physical, electronic, and other security systems; (d) printers, “media wall” systems, and other peripheral devices; (e) archival back-up systems; and (f) internet access mode (e.g., form of telecommunications connection) and speed (collectively, the “Computer System”). 9.1.2 HOA shall have the right, but not the obligation, to develop or have developed for it, or to designate: (a) computer software programs and accounting system software that Franchisee must use in connection with the Computer System (“Required Software”), which Franchisee shall install; (b) updates, supplements, modifications, or enhancements to the Required Software, which Franchisee shall install; (c) the tangible media upon which such Franchisee shall record or receive data; and (d) the database file structure of Franchisee’s Computer System. 9.1.3 Franchisee shall install and use the Computer System and Required Software in the manner required by HOA. 9.1.4 Franchisee shall record all sales on the computer-based point of sale system specified by HOA in the Manuals or otherwise in writing, which shall be deemed part of the Franchisee’s Computer System. 9.1.5 Franchisee shall implement and periodically make upgrades and other changes to the Computer System and Required Software as HOA may reasonably request in writing (collectively, “Computer Upgrades”). 9.1.6 Franchisee shall comply with all specifications issued by HOA with respect to the Computer System and the Required Software, and with respect to Computer Upgrades, at Franchisee’s expense. Franchisee shall also afford HOA unimpeded access to Franchisee’s Computer System and Required Software as HOA may request, in the manner, form, and at the times requested by HOA.
Computer Systems and Software. 10.1 In this paragraph 10, the expression “the Software” means all computer programs and software used or supplied in or in connection with the business of the Target Group (whether owned by the Target Group, licensed to the Target Group by a third party or sub-licensed by the Target Group pursuant to a licence agreement from a third party). 10.2 The Target Group is entitled to use the Software. Immediately following the consummation of the transactions contemplated pursuant to this Agreement, the Target Group will retain all right, title and interest in and to the use of the Software. 10.3 The Target Group has not at any time had any dispute with any person relating to proprietary or other rights in or to the Software. All licences relating to the Software granted to the Target Group are in full force and effect and the Target Group is not aware of any breach of any terms of any such licences. The Target Group has never granted to a third party a licence to use the Software, and to the best of the Vendor’s knowledge and belief, the Target Group has on the termination of any license granted to it either returned or destroyed all copies of the Software in its possession, custody or control. 10.4 The execution, delivery and performance of this Agreement will not result in the breach, cancellation or termination of any of the terms or conditions (including any acceleration or increase in any obligations thereunder) of or constitute a default under any licence relating to the Software granted to the Target Group.
Computer Systems and Software. The computer systems and software of the Targets or made available to the Targets by means of cloud computing, including servers, personal computers and special purpose systems, websites, databases, telecommunications equipment and facilities and other information technology systems, are fully operational, are adequate for the current needs of the Targets, and members of the Targets may access at no cost at all times the documentation required for their operation, such documentation describing, among other things, the operation and maintenance of all hardware, software, operating systems, applications and utilities. The Targets are in full compliance with all terms and conditions stipulated by the licenses governing the computer systems and software used by Targets in connection with the Business.
Computer Systems and Software. 12.1 All software supplied by or used by the Target Company (collectively “Software”) and other information technology (including, without limitation, any hardware, networks, data storage devices, peripherals and equipment) supplied by or used by the Target Company (collectively “Hardware”) are fit in all respects for intended purposes, of satisfactory quality, perform in all respects in accordance with their specifications and user or other manuals or documentation and do not contain any defect or feature which do or may adversely affect their performance or the performance of any other software, hardware or system. The Target Company has not at any time had any dispute with any person relating to the functionality, quality or fitness for purpose of the Software or Hardware relating to their compliance with their specifications or with any warranties given by the Target Company or any other person relating to it. 12.2 The Target Company has taken all reasonable steps to ensure that all Software supplied or used by it is free of any virus and has no grounds for believing that any virus has or will come into contact with such Software. 12.3 The Target Company has security procedure in place to prevent the unauthorised access, amendment or damage to, or use of, its data or data of third parties held on its computer systems or Software by any third party, and no such unauthorised access, amendment, damage or use has taken place.
Computer Systems and Software. (a) All software supplied by or used by each of the Group Companies (all "Software") is fit in all respects for its intended purpose, of satisfactory quality, performs in all respects in accordance with its specifications and user or other manuals or documentation and does not contain any defect or feature which does or may adversely affect its performance or the performance of any other software, hardware or system. None of the Group Companies has at any time had any dispute with any person relating to the functionality, quality or fitness for purpose of the Software or relating to its compliance with its specifications or with any warranties given by any of the Group Companies or any other person relating to it. (b) All Software, hardware and equipment owned or used by any of the Group Companies or used or operated by third parties on behalf of any of the Group Companies in relation to its business, which performs or is or may be required to perform functions involving dates or the computation of dates or containing date-related data, has the programming, design and performance capabilities to ensure that:- (i) it will not suffer or cause a malfunction of the type referred to in (a) above; and (ii) it will not be adversely affected by, nor require changes in inputting or operating practices nor produce invalid or incorrect output or results, nor cause any abnormal ending scenario or suffer any diminution in functionality or performance as a result of the date change at the end of the twentieth century or the input, processing, storage or use of dates up to and including 31 December 2001. (iii) All date-related data stored electronically by or on behalf of any of the Group Companies is in such a form that its input, processing, storage or use by or on behalf of any of the Group Companies will not, directly or indirectly, cause a malfunction of the type referred to in (ii) above in any Software, hardware or equipment. (c) Each of the Group Companies has taken all reasonable steps to ensure that all Software and all software used by it is free of any virus and none of the Group Companies has any grounds for believing that any virus has or will come into contact with the Software and all software used by it. (d) Each of the Group Companies has security procedure in place to prevent the unauthorised access, amendment or damage to, or use of, any of the Group Companies data or data of third parties held on any of the Group Companies computer systems or Softwar...
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Computer Systems and Software. The computer systems and software of the Corporation and the Subsidiaries including personal computers and special purpose systems (including billing systems, operational support systems and business support systems) are fully operational and have the appropriate licensing and material documentation describing, among other things, the operation of the hardware, software, required maintenance, appropriate period run books or other operational procedures, all operating systems, applications and utilities, except where the absence of same would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. To the Corporation's knowledge, such documentation matches the implementation of the hardware and software in use.
Computer Systems and Software. 11.1 All the computer systems used by Affinity in respect of the Business: (a) are in full operating order and are fulfilling the purposes for which they were initially subscribed for in an efficient manner without material downtime or errors; (b) have adequate capacity for the present needs of the Business; and (c) have adequate security, back-ups, hardware and software support and maintenance and trained personnel to ensure so far as is reasonable: (i) that breaches of security, errors and breakdowns are kept to a minimum; and (ii) that no material disruption will be caused to the Business or any material part of it in the event of a breach of security, error or breakdown. 11.2 All software owned or operated by Affinity: (a) performs efficiently in accordance with its specification and does not contain any defect or feature which may adversely affect its performance; and (b) is lawfully held and used and does not infringe the Intellectual Property Rights of any person and all copies held by Affinity or any related body corporate of Affinity have been lawfully made. 11.3 The copyright in the software or source code for the software owned or operated by Affinity for the Business: (a) in the case of software written or commissioned by Affinity, is owned exclusively by Affinity, and no other person has rights in or rights to use that software or source code or copies of that software or source code; (b) in the case of shrink–wrap, click–wrap or other standard packaged software purchased outright, is licensed to Affinity on an express or implied licence which does not require Affinity to make any further payments, is not terminable without the consent of Affinity and imposes no material restrictions on the use or transfer of the software; and (c) in the case of all other software, is licensed to Affinity on the terms of a valid written licence which requires payment by Affinity of a fixed annual licence fee at a rate not exceeding that paid in the financial year ended on the Accounts Date, and (except for reasonable fees for software support) requires Affinity to make no further payment, is not terminable (except for failure to pay the licence fee) without the consent of Affinity and imposes no material restrictions on the use or transfer of the relevant software. 12.1 No website owned or operated by the Business or which the Business has an interest in (Website) contains, displays or is directly linked to another website which contains or displays any materi...
Computer Systems and Software. 7.1 In this paragraph 7, subject to paragraph 7.9 below, the expression “Software” means all computer programs and software used and developed by the Company in connection with the business of the Company prior to the Completion Date (whether owned by the Company, licensed to the Company by a third party or sub-licensed by the Company pursuant to a licence agreement from a third party). A “malfunction” means failure (i) to accurately record, store, retrieve and process data input and date information, (ii) to function in a manner which does not create any ambiguity as to 36 century, or (iii) to accurately manage and manipulate single century and multi-century formulae, including leap year calculations. 7.2 The Company has title to or right to use each item of the Software including source code and object code, user and other manuals, tapes, indices, descriptive memoranda, original listings, development working papers, calculations and all other relevant documents, media and confidential information free of all encumbrances and adverse claims. 7.3 No property rights of the Company in such Software have been sold, assigned, licensed or disposed of to any party other than by the granting of licences to customers of the Company in the ordinary course of its business. 7.4 All source codes, tapes, indices, descriptive memoranda, original listings, development working papers, calculations and any other documents or media necessary conclusively to prove authorship and ownership of copyright in the Software are in the possession custody or control of the Company. 7.5 Where the Company is entitled to use and, where indicated, to grant sub-licences to third parties to use the Software pursuant to licences and/or consents granted to the Company by the owner or licensee of such Software, all royalties and other payments have been paid when due and, to the best of the knowledge of the Vendor, there has been no act or default by the Company or, where appropriate, its sub-licensees or any other person which may in any way result in such licences being terminated or the Company being unable to obtain any benefit under such licences. 7.6 The Company has not at any time had any dispute with any person relating to proprietary or other rights in or to the Software. All licences relating to the Software granted by the Company are in full force and effect and the Company after due and careful enquiry is not aware of any breach of any terms of any such licences. 7.7 The Software ...
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