Information Technology and Data Matters Sample Clauses
The 'Information Technology and Data Matters' clause sets out the parties' rights and obligations regarding the use, management, and protection of information technology systems and data. It typically addresses issues such as data security, access controls, data ownership, and compliance with relevant data protection laws. For example, it may require each party to implement reasonable security measures or restrict the transfer of sensitive data to third parties. The core function of this clause is to ensure that both parties handle IT systems and data responsibly, reducing the risk of data breaches and clarifying responsibilities in the event of a security incident.
Information Technology and Data Matters. (a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the IT Assets owned, used, or held for use by the Company or any of its Subsidiaries (i) are sufficient for the current needs of the businesses of the Company and its Subsidiaries; (ii) have not experienced any material failures, breakdowns, outages, or unavailability within the past three (3) years; and (iii) to the knowledge of the Company, are free from any “back door,” virus, malware, Trojan horse or similar malicious code and material bugs.
(b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (i) the Company and each of its Subsidiaries have used commercially reasonable measures to ensure the confidentiality, privacy and security of Personal Information collected or held for use by the Company or its Subsidiaries, and (ii) the Company and each of its Subsidiaries are, and in the past three (3) years have been, in compliance with all Company Data Security Requirements.
(c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in the past three (3) years, (i) there has been no unauthorized access to or unauthorized use of any IT Assets, Personal Information or trade secrets owned or held for use by the Company or its Subsidiaries, (ii) neither the Company nor any of its Subsidiaries has experienced or been subject to any Security Incident, and (iii) neither the Company nor any of its Subsidiaries has received any written notices or complaints from any Person or been the subject of Proceeding with respect to any Security Incident or breach or violation of any Company Data Security Requirement.
Information Technology and Data Matters. Except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Business, to the extent applicable to the operations of the Contributed Business Assets in the operation or conduct of the Business, (i) all Computer Systems are in good operating condition and operate in accordance with their applicable documentation in all material respects, and (ii) to the knowledge of Amber GT Parent, none of the Computer Systems contains any Disabling Code. The Amber Entities and their Affiliates (to the extent applicable to their ownership of the Contributed Business Assets in the operation or conduct of the Business) employ commercially reasonable protection and security measures (including commercially reasonable physical, organizational and technological measures) designed to protect the confidentiality, integrity and security of the Computer Systems and designed to detect and safeguard against Disabling Code. The Amber Entities and their Affiliates have in place business continuity and disaster recovery plans that are designed to minimize and mitigate the occurrence, duration and effect of any unscheduled unavailability of the Computer Systems to the extent related to the operation or conduct of the Business. Except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Business, to the knowledge of Amber GT Parent, to the extent related to the operation or conduct of the Business, there have been no (i) successful unauthorized intrusions or breaches of the security of the Computer Systems, (ii) prolonged periods of unscheduled unavailability of the Computer Systems, or (iii) failures, breakdowns or continued substandard performance of the Computer Systems, in each case that have caused any substantial disruption or interruption in or to the use of the Computer Systems, taken as a whole.
Information Technology and Data Matters. All Computer Systems are in good operating condition, operate in accordance with their applicable documentation in all material respects. To the knowledge of the Company, none of the Computer Systems contains any Disabling Code. The Company Group employs commercially reasonable protection and security measures (including commercially reasonable physical, organizational and technological measures) designed to protect the confidentiality, integrity and security of the Computer Systems and designed to detect and safeguard against Disabling Code affecting the Company Group’s Business operations. The Company Group has in place business continuity and disaster recovery plans that are designed to minimize and mitigate the occurrence, duration and effect of any unscheduled unavailability of the Computer Systems. To the knowledge of the Company, there have been no (i) successful unauthorized intrusions or breaches of the security of the Computer Systems, (ii) prolonged periods of unscheduled unavailability of the Computer Systems, or (iii) failures, breakdowns or continued substandard performance of the Computer Systems, in each case that have caused any substantial disruption or interruption in or use of the Computer Systems as a whole or with respect to any portion thereof.
Information Technology and Data Matters. (a) The Relevant Entities own, lease, license, or otherwise have the legal right to use all Business Systems. The Business Systems owned or controlled by the Relevant Entities are in all material respects operational, fulfill the purposes for which they were acquired or developed, and have security, back-up, and disaster recovery arrangements in place and hardware and software capacity, support and maintenance that are sufficient in all material respects for the business of the Relevant Entities as it is currently conducted. Since the Reference Date, the Relevant Entities have maintained in the ordinary course of business all required licenses and service Contracts, including the purchase of a sufficient number of license seats for all Software, with respect to the Business Systems owned or controlled by the Relevant Entities. Since the Reference Date, there has not been any material failure or outage with respect to any of the Business Systems owned or controlled by the Relevant Entities that has not been remedied or replaced, as appropriate, in all material respects.
(b) Except as set forth on Schedule 4.11(b), each of the Relevant Entities is, and has been since the Reference Date, in compliance in all material respects with all Data Security Requirements. Since the Reference Date, the Relevant Entities have not, and, to the Company’s Knowledge, no third party that Processes Protected Data for or on behalf of the Relevant Entities has, experienced any material Security Breaches or any other Security Breaches that required any notification to any affected individual, Governmental Body, or other party pursuant to any Data Security Requirement (regardless of materiality). The Relevant Entities have not, and, to the Company’s Knowledge, no third party that Processes Protected Data for or on behalf of any Relevant Entity has, received any written notices or complaints from any Person (including any Governmental Body) regarding a Security Breach (regardless of materiality) or noncompliance with Data Security Requirements. The Relevant Entities maintain systems and procedures designed to receive and effectively respond to written complaints and, to the extent required by applicable Law, individual rights requests, in connection with the Relevant Entity’s Processing of Personal Information, and, to the extent required by applicable Law, the Relevant Entities have complied in all material respects with all such individual rights requests.
(c) The Relevant Entiti...
Information Technology and Data Matters. Except as set forth on Schedule 4.17(a), all Computer Systems are in good operating condition and operate in accordance with their applicable documentation in all material respects. To the knowledge of the Company, none of the Computer Systems contains any Disabling Code. The Company Group employs commercially reasonable protection and security measures (including commercially reasonable physical, organizational and technological measures) designed to protect the confidentiality, integrity and security of the Computer Systems and designed to detect and safeguard against Disabling Code affecting the Company Group’s Business operations. To the knowledge of the Company, there have been no (i) successful unauthorized intrusions or breaches of the security of the Computer Systems, (ii) prolonged periods of unscheduled unavailability of the Computer Systems, or (iii) failures, breakdowns or continued substandard performance of the Computer Systems, in each case that have caused any substantial disruption or interruption in or use of the Computer Systems as a whole or with respect to any portion thereof.
Information Technology and Data Matters. 21 3.13 Litigation ........................................................................................................................... 22 3.14 Brokerage .......................................................................................................................... 22 3.15 Insurance ........................................................................................................................... 22 3.16
Information Technology and Data Matters. (a) Each of the CD Group Companies maintains, and is and has been in compliance in all material respects with, (i) a written information security program that includes commercially reasonable administrative, physical, technical and organizational measures and safeguards to protect the confidentiality, integrity and security of Confidential Information and/or Protected Data, and (ii) written privacy policies that comply with all Data Security Requirements. Each of the CD Group Companies is, and has been, in compliance in all material respects with all Data Security Requirements. Except as set forth in Section 3.12(a) of the Seller Disclosure Schedule, there have not been any Actions conducted or claims asserted by any Person, or notices sent (or required to be sent) or received to or from any Person, regarding Data Treatment by any Person in connection with the Business or any violation of applicable Data Security Requirements, and no such Action is pending or, to the Knowledge of Sellers, threatened and there is no reasonable basis for the same. Neither: (A) the execution and delivery of this Agreement, (B) the consummation of the Closing, nor (C) any transfers of Protected Data to Buyers pursuant to this Agreement (as part of the Purchased Assets or otherwise) will, in any case, result in a breach or violation of, or constitute a default under, any Data Security Requirement. The CD Group Companies maintain valid legal bases to transfer all Protected Data to Buyers pursuant to this Agreement.
(b) The CD Group Companies use commercially reasonable efforts to protect the confidentiality, integrity and security of the Business Systems and all information stored or contained therein or transmitted thereby from any unauthorized use, access, interruption or modification by third parties. The CD Group Companies subject to Data Treatment only such customer data (including Protected Data) as they are authorized to subject to Data Treatment by Law or other Data Security Requirement. To the Knowledge of Sellers, there are no material bugs, viruses or material defects, material design or documentation errors, corruption or malicious computer code or programs that can cause harm to any Business System. The CD Group Companies have taken all reasonable precautions to ensure that all Software owned by the CD Group Companies and Business Systems (i) are fully functional and operate and run in a reasonable and efficient business manner, (ii) conform in all material respects...