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.
Computer Systems and Software. THE SIXTH SCHEDULE.........................................................................................................
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. With 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. 17.1 All software supplied by or used by the Target Company (collectively the “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 the “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 the Hardware relating to their compliance with their specifications or with any warranties given by the Target Company or any other person relating to it.
17.2 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.
17.3 The Target Company has all reasonable security procedures 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...
Computer Systems and Software. (a) All the computers and computer systems owned or used by the Company (i) are in full operating order and are fulfilling the purposes for which they were acquired or established in an efficient manner without material downtime or errors; (ii) have adequate capacity for the Company's present needs;(iii) have adequate security, back-ups, hardware and software support and maintenance and trained personnel to ensure so far as is reasonable (a) that breaches of security, errors and breakdowns are kept to a minimum; and (b) that to the Knowledge of the Shareholders and the Company there are no circumstances which would lead to material disruption to the business of the Company or any material part of the business in the event of a breach of security, error or breakdown; (iv) are properly documented so as to enable them to be used and operated by any reasonably qualified personnel; and (v) are owned and under the sole control of the Company, are located in premises (except as disclosed in Schedule 3.27 to the Disclosure Memorandum) occupied by the Company, are not shared with or used by or on behalf of or accessible by any other person.
(b) All records and data stored by electronic means are capable of ready access through the present computer systems of the Company.
(c) No person, other than employees or agents of the Company, is in a position, by virtue of his or her rights in, knowledge of or access to any of the computer systems used by the Company or any part of them (including Software) to (i) prevent or impair the proper and efficient functioning of the computer systems or to demand any payment in excess of any current licence fee or in excess of reasonable remuneration for services rendered; or (ii) impose any onerous condition, in order to preserve the proper and efficient functioning of the computer systems in the future.
(d) All software used on the computers used by the Company (i) performs efficiently in accordance with its specification and to the Knowledge of the Shareholders and the Company does not contain any defect or feature which may adversely affect its performance; and (ii) as to the copyright in the software or source code: (a) in the case of software written or commissioned by the Company, is owned exclusively by the Company, 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 standard packaged software purchased outright, is licensed to the Compan...
Computer Systems and Software. (a) The computer systems and software of and used by the Seller and Travel Services or made available to the Seller or Travel Services 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, in each case included in the Purchased Assets (together, the “Business IT Systems”) and are operational in all material resects and are together adequate for the current needs of the Seller and Travel Services in the conduct of the Business. The Purchased Assets include, or the Assumed Contracts include the right to access at no cost at all times, all documentation required for the operation of the Business IT Systems, including the Air Miles Program’s web platform and mobile software platform. The Seller has obtained and has held at all times all necessary rights, licenses and permissions from third parties to use the Business IT Systems and any other computer systems and software used by the Seller for purposes of operation of the Business.
(b) No affiliate of the Seller (other than Travel Services) owns, hold or control any Business IT Systems, other than such items to be provided to the Buyer under the Transition Services Agreement. The Business IT Systems to be provided under the Transition Services Agreement are neither required for the operation of the Air Miles Program nor (except as set out in Section 4.20 of the Disclosure Letter) material to the operation of the Business.
(c) The Collector Data on Business IT Systems represents all of the Collector Data with respect to each member of the Air Miles Program. The Collector Data accurately reflects in all respects the status of the Collector Accounts. All disputes raised by Collectors of the Air Miles Program in respect of the Collector Accounts are accurately reflected in the Collector Data, and recorded in the Seller’s computer systems in the Ordinary Course of the Business.
(d) The Seller and Travel Services have implemented policies and procedures that are necessary to comply with, and have fully complied in all material respects with, the requirements of all Applicable Laws and Data Security Requirements concerning: (i) the safeguarding of Collector Data; (ii) the acquisition, operation and use of all computer systems, including concerning the outsourcing of business activities, functions and services to third parties; and (iii) the identification and rep...
Computer Systems and Software. (a) The information technology and telecommunications systems, hardware and software owned or used by a Group Company in the conduct of the Business as at the Completion Date (Systems):
(i) comprise all the information technology and telecommunications systems, hardware and software necessary for the conduct of the Business as conducted at Completion;
(ii) to the best of the Warrantors’ knowledge, perform their intended functions;
(iii) to the best of the Warrantors’ knowledge, are free from defects in design, material and workmanship;
(iv) to the best of the Warrantors’ knowledge, comply with the manufacturer’s or licensor’s (as applicable) specifications; and
(v) have adequate security, back-ups, hardware and software support and maintenance and trained personnel to ensure, so far as is reasonable, that breaches of security, errors and breakdowns are kept to a minimum and that no material disruption will be caused to the Business of the Group or any material part of it if there is a breach of security, error or breakdown.
(b) No action will be necessary to enable such Systems to continue to be used in connection with the Business to the same extent and in the same manner as they have been used before Completion Date.
(c) Each Group Company either owns or is validly licensed to use the software comprised in the Systems.