Information Technologies Sample Clauses

Information Technologies. (A) Xxxxxx is the sole legal and beneficial owner of all its information technologies. Such information technologies are not subject to any liens, mortgages, third parties’ rights or other rights. (B) All information technologies owned or used by Xxxxxx or in its name are in good operating conditions, and have been maintained in accordance with good industry practices. (C) The information technologies and domains owned or used by Xxxxxx are not the subject of any litigations or other disputes or claims. To the best of knowledge of the Existing Shareholders, no litigations, disputes or claims in relation to any information technologies or domains owned or used by Xxxxxx are expected or likely to occur. (D) The business or operation of Xxxxxx has not been materially interfered due to one of the following events: (a) any breach of the security regulations relating to any information technologies, (b) malfunction of any information technologies (whether it is due to any breakdown, virus, defects or other reasons), insufficient capacity, or failure to meet the required standards in other aspects, or (c) malfunction, interruption or defective operation of any information technologies due to the occurrence or processing of one or more dates. There exists no circumstances which are likely or expected to give rise to any such interference. (E) Xxxxxx is the legal and beneficial owner of all information technologies and business information that are necessary or required for the operation of its business in a manner used currently or at any time within one year prior to the date of this Agreement, and for the performance or implementation of any existing contracts, undertakings, plans or proposals, or the party which has the contractual rights to use such information technologies; such contractual rights will not be directly or indirectly affected due to any transaction contemplated under this Agreement. (F) Xxxxxx has not disclosed any source programs to any third parties; no source programs relating to proprietary software have been disclosed or otherwise made known to any third parties. (G) Xxxxxx is not a party to any agreements or arrangements that restrict the freedom to use or the disclosure of any source programs relating to any proprietary software, nor does it assume any obligations that restrict the freedom to use or the disclosure of any source programs relating to any proprietary software.
Sample 1
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Information Technologies. The Information Technologies adequately meet the data processing needs of the Business. The data processing and data storage facilities of GIN is adequate and properly protected. The Target or GIN has arranged for back-up data processing services adequate to meet its data processing needs in the event the Information Technologies or any of their components is rendered temporarily or permanently inoperative as a result of a natural or other disaster.
Sample 1
Information Technologies. (a) Schedule 5.2(17) of the Disclosure Letter sets out a brief description of the Information Technologies and a true, accurate and complete list of all Contracts, including warranties, leases and licences, that comprise or relate to the Information Technologies. (b) The Information Technologies adequately meet the data processing needs of the Business and the Subsidiaries’ operations and affairs, in each case as presently conducted and as currently contemplated to be conducted. The Subsidiaries have taken appropriate action by instruction, Contract or otherwise with the Employees or other Persons permitted access to system application programs and data files used in the Information Technologies to protect against unauthorized access, use, copying, modification, theft and destruction of those programs and files. The data processing and data storage facilities of the Subsidiaries are adequate and properly protected. The Subsidiaries have arranged for back-up data processing services adequate to meet its data processing needs in the event the Information Technologies or any of their components is rendered temporarily or permanently inoperative as a result of a natural or other disaster. (c) All licensed software which comprises part of the Information Technologies is in machine-readable form, contains current revisions of that software as delivered to the Subsidiaries by the licensors thereof and includes all object codes, computer programs, magnetic media and documentation which is used or required by the Subsidiaries for use in its Information Technologies sufficient to permit a Person of reasonable skill and experience to operate, maintain and modify that software. Except as set out in Schedule 5.2(17) of the Disclosure Letter, to the extent that software is licensed software, a copy of the source code is in escrow for the benefit of the Subsidiaries in the event of the occurrence of certain triggering events and none of the licences for that software will be adversely affected by a change of ownership of shares in the capital of the Subsidiaries or requires prior approval of any transfer or assignment to remain in force or effect. (d) True, accurate and complete copies of all Contracts set out in Schedule 5.2(17) of the Disclosure Letter, or where those Contracts are oral, true, accurate and complete summaries of their terms, have been provided to the Purchaser.
Sample 1
Information Technologies. For a period of one year following the Closing, the Company shall make available to the Buyer access to and use of its MAPICS information processing software pursuant to the Services Agreement (the "SERVICES AGREEMENT") to be entered into by and between the Company and the Buyer as of the Closing Date on such terms and conditions as are set forth on SCHEDULE 4.12.
Sample 1
Information Technologies. IT Infrastructure Development Renewal/upgrading of IT equipment and operating system software, creating/upgrading LANs at customs offices and SCC units; provision of up to 20 relocatable complexes for inspection of large trucks and containers, risk minimization, and prevention of fraud and smuggling; and provision of training to staff in connection with the use of the special equipment.
Sample 1
Information Technologies. As soon as practicable following the Closing Date, Seller shall, and shall cause its Affiliates to, transfer to Purchaser all servers, laptops, data storage devices, UPS and mobile devices used exclusively by the Transferred Companies prior to the Contract Date, except for any such equipment located in Seller’s Kansas City Data Center, provided that Purchaser shall, and shall cause the Transferred Companies to, promptly remove all software and data, including but not limited to, all information and images, relating to Seller and its Affiliates (other than the Transferred Companies) prior to the termination of the Transition Services Agreement by re-imaging all such devices with a Purchaser image. Purchaser hereby agrees to indemnify, defend and hold Seller and its Affiliates harmless from and against any Losses arising out of any third-Person claim as a result of or in connection with the failure of any Transferred Company to promptly remove all such aforementioned software and data from such servers, laptops and mobile devices by re-imaging prior to the termination of the Transition Services Agreement.
Sample 1
Information Technologies. DevCo does not own nor do they have any rights to any Information Technologies.
Sample 1
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Related to Information Technologies

  • Information Technology The following applies to all contracts for information technology commodities and contractual services. “Information technology” is defined in section 287.012(15), F.S., to have the same meaning as provided in section 282.0041, F.S.

  • Information Technology Enterprise Architecture Requirements If this Contract involves information technology-related products or services, the Contractor agrees that all such products or services are compatible with any of the technology standards found at xxxxx://xxx.xx.xxx/iot/2394.htm that are applicable, including the assistive technology standard. The State may terminate this Contract for default if the terms of this paragraph are breached.

  • Accessibility of Information Technology Contractor represents and warrants that any software/ hardware/ communications system/ equipment (collectively “technology”), if any, provided under this Agreement adheres to the standards and/or specifications as may be set forth in the Section 508 of the Rehabilitation Act of 1973 standards guide and is fully compliant with WCAG 2.0 AA standards for accessibility and compliant with any applicable FCC regulations. Technology that will be used on a mobile device must also be navigable with Voiceover on iOS devices in addition to meeting WCAG 2.0 level AA. If portions of the technology or user experience are alleged to be non-compliant or non- accessible at any point, District will provide Contractor with notice of such allegation and Contractor shall use its best efforts to make the technology compliant and accessible. If a state or federal department, office or regulatory agency, or if any other third party administrative agency or organization (“Claimants”), make a claim, allegation, initiates legal or regulatory process, or if a court finds or otherwise determines that technology is non-compliant or non-accessible, Contractor shall indemnify, defend and hold harmless the District from and against any and all such claims, allegations, liabilities, damages, penalties, fees, costs (including but not limited to reasonable attorneys’ fees), arising out of or related to Xxxxxxxxx’ claims. Contractor shall also fully indemnify District for the full cost of any user accommodation that is found to be necessary due to an identifiable lack of accessibility in the Contractor’s technology. If necessary, an independent 3rd party accessibility firm using POUR standards (Perceivable, Operable, Understandable and Robust) may be used to validate the accessibility of the technology.

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

  • Information Systems The Customer is aware that vehicles manufactured, supplied or marketed by a company within the Volvo Group are equipped with one or more systems which may gather and store information about the vehicle (the “Information Systems”), including but not limited to information relating to vehicle condition and performance and information relating to the operation of the vehicle (together, the “Vehicle Data”). The Customer agrees not to interfere with the operation of the Information System in any way.

  • EMERGING TECHNOLOGIES The State reserves the right to modify the terms of this Contract or any future Periodic Recruitments, to allow for emerging technologies. OGS reserves the right to include such technology(ies) hereunder or to issue a formal modification or amendment to this Contract.

  • Information/Cooperation Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may be reasonably required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that Executive shall not be required to provide information or assistance with respect to any litigation between Executive and the Bank or any other subsidiaries or affiliates.

  • Information Services The Custodian may rely upon information received from issuers of Securities or agents of such issuers, information received from Subcustodians or depositories, information from data reporting services that provide detail on corporate actions and other securities information, and other commercially reasonable industry sources; and, provided the Custodian has acted in accordance with the standard of care set forth in Section 6 (a), the Custodian shall have no liability as a result of relying upon such information sources, including but not limited to errors in any such information.

  • Proprietary Information and Developments 9.1 The Consultant will not at any time, whether during or after the termination of this Agreement for any reason, reveal to any person or entity any of the trade secrets or confidential information concerning the organization, business or finances of the Company or of any third party which the Company is under an obligation to keep confidential, except as may be required in the ordinary course of performing the Consultant Services to the Company, and the Consultant shall keep secret such trade secrets and confidential information and shall not use or attempt to use any such secrets or information in any manner which is designed to injure or cause loss to the Company. Trade secrets or confidential information shall include, but not be limited to, the Company's financial statements and projections, expansion proposals, property acquisition opportunities and business relationships with banks, lenders and other parties not otherwise publicly available.

  • Confidential Information and Trade Secrets During the period of my employment with the Company, I acknowledge that the Company may disclose to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common law.

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