Information Technology and Data Protection. (a) Except as Disclosed, in the 12 months prior to the date hereof no Group Company has suffered failures or bugs in or breakdowns of any System used in connection with the business of any Group Company which have caused any substantial disruption or interruption in or to its use and the Investor is not aware of any fact or matter which is likely to disrupt, interrupt or affect the use of such equipment following the Completion Date on the same basis as it is presently used.
(b) No action will be necessary to enable the Systems to continue to be used in the business of the relevant Group Company to the same extent and in the same manner as they have been used prior to the date hereof.
(c) Except as Disclosed, each Group Company is validly licensed to use the software used in its business and no action will be necessary to enable it to continue to use such software to the same extent and in the same manner as they have been used prior to the date hereof. For the purposes of this Schedule, “Investor” shall mean each of the Investor and the Investor Guarantor.
Information Technology and Data Protection. (a) The Systems used in connection with the Business are adequate for the current needs of that business, including without limitation as to the system capacity and ability to process current peak volumes in a timely manner.
(b) In the 12 months prior to the date hereof the Company and the Subsidiaries have not suffered and to the Company’s Knowledge no other Person has suffered any failures or bugs in or breakdowns of any System used in connection with the Business which have caused any substantial disruption or interruption in or to its use and to the Company’s Knowledge there is no fact or matter which may so disrupt or interrupt or affect the use of such equipment following the acquisition by the Buyer of the Shares pursuant to this Agreement on the same basis as it is presently used.
(c) All Systems used in the Business are Data Compliant.
(d) None of the software or technical manuals used by the Company or its Subsidiaries has been copied wholly or substantially from any material in which the Company or its Subsidiary does not own copyright.
(e) All Systems, excluding software, used in the Business are owned and operated by and are under the control of the Company and are not wholly or partly dependent on any facilities which are not under the ownership, operation or control of the Company. No action will be necessary to enable such Systems to continue to be used in the Business to the same extent and in the same manner as they have been used prior to the date hereof.
(f) The Systems used in connection with the Business are and will continue to be capable of receiving and processing data (including, without limitation, effecting conversions between the Euro and national currencies, calculating and producing dual and multi-currency invoices, performing triangulation calculations and processing day-counts for the purpose of interest rate calculations) in accordance with the provisions of Council Regulation 1103/97 and any other regulation or relevant applicable legislation from time to time made pursuant to the Treaty of Rome (together the “European Regulations”) and any market conversion that is attributable to the provisions of the European Regulations or their subject matter.
(g) The Company and the Subsidiaries are validly licensed to use the software used in the Business and no action will be necessary to enable it to continue to use such software to the same extent and in the same manner as they have been used prior to the date hereof.
(h) The Co...
Information Technology and Data Protection. The Parties shall comply with the provisions of Schedule 10 (information Technology and Data Protection), as applicable.
Information Technology and Data Protection. The Parties shall comply with the provisions of Schedule 8 (Information Technology and Data Protection) as applicable.
Information Technology and Data Protection. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, data and databases (including (i) the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and (ii) any such data processed or stored by third parties on behalf of the Company and its subsidiaries (such data described in the foregoing clause (ii) being referred to as "Third Party Data")), equipment or technology, websites and functions used in connection with the business of the Company and the subsidiaries (collectively, "IT Systems and Data" and, without regard to Third Party Data, "Company IT Systems and Data"). The IT Systems and Data are adequate for, and operate and perform as required in connection with, the operation of the business of the Company and its subsidiaries as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have implemented commercially reasonable backup, security and disaster recovery technology consistent with applicable regulatory standards and customary industry practices. To the Company's knowledge, there has been no material security breach or incident, unauthorized access or disclosure, or other compromise relating to the Company IT Systems and Data, and there has been no material security breach or incident, unauthorized access or disclosure, or other material compromise relating to Third Party Data, except in each case for breaches, incidents, unauthorized access or disclosures, or other compromises that would not have a Material Adverse Effect. Neither the Company nor its subsidiaries have been notified of, and have no knowledge of, any event or condition that would result in, (i) any material security breach or incident, unauthorized access or disclosure or other compromise to the Company IT Systems and Data and (ii) any material security breach or incident, unauthorized access or disclosure or other material compromise to Third Party Data. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies...
Information Technology and Data Protection. 10.1 All of the systems used by the Companies in connection with the operation of the business of the Companies are maintained and operated exclusively by the Companies and are not wholly or partly dependent on any facilities or means, including any electronic, mechanical or photographic process, computerized or otherwise, (except for the software being located in an external server) which are not under the exclusive ownership and control of the Companies. Each of the Companies’ computer systems, hardware and software and all programs available on and run by the computer systems, perform to their optimal capacity and no errors or defects, which have not been fully remedied, have been discovered therein. Such computer systems contain no virus or potentially harmful program codes. The Companies have complied with all written policy guidelines for all parties with access to its computer systems regarding use of its computer systems, including use of the internet and e-mail, and, to the Sellers’ knowledge, such policy guidelines have been and are being complied with.
10.2 The Companies have processed personal data (including, if applicable, personal sensitive date) in compliance with applicable Law and have complied with the registration and/or notification requirements of the relevant data protection authority as set out in Folder 11 of the DVD-ROM. In particular, the Companies are in compliance with applicable Law when, for the provision of their services, they process personal data which their clients are controllers of. The Companies have not been subject to any Proceedings by Governmental Authorities in respect of data protection Laws. No assignments of personal data are or have been carried out by the Companies out of the European Union. There have been no privacy or security breaches, breakdowns, malfunctions, data loss, failures or other material defects in the IT systems of the Companies.
Information Technology and Data Protection. 8.1 Details of Information Technology (a) Details of all material Information Technology which is owned by any Group Company are set out in folders 2.9 (Information Technology), 3.9 (Information Technology) and 4.9 (Information Technology) of the Data Room and a Group Company is the sole legal and beneficial owner of such Information Technology free from all charges, options, encumbrances and other rights.
Information Technology and Data Protection. 16.1 Copies or details of all material third party contracts under which the IT System is licensed, leased, supplied or maintained to, for or on behalf of the Target Group (the “IT Contracts”) have been disclosed in the Data Room at Folders 8, 16.6 and 16.
16.2 The IT Systems are owned by, or validly licensed, leased or supplied under IT Contracts to, a Target Company, and the relevant Target Company is not and so far as the Management Shareholders are aware, no other party is (i) in material breach of and/or (ii) in default under any of the IT Contracts to the extent that such default would materially adversely affect the business of the Target Group.
Information Technology and Data Protection. 10.1 The Business Data comprises all electronically-stored information required by the Company to carry on its business as currently carried on relating to the Product Licences, Product Licence Dossiers, Third Party Product Licences and Trademarks.
Information Technology and Data Protection. 12.1 The Disclosure Documents lists complete and current details of material IT Systems.
12.2 All material IT Systems are either (i) legally and beneficially owned by the Target Group free from any Encumbrance or (ii) supplied by third party suppliers on arm's length commercial terms under IT Contracts details of which are set out in the Disclosure Letter. No other IT Systems are necessary to operate the business as carried on by the Target Group in substantially the manner that it was carried out in the 12 months before Closing.
12.3 The material IT Contracts are in full force and effect, valid and binding and the relevant Target Group Company has complied with them in all material respects. No notices of breach or termination have been served on or by any member of the Target Group in respect of any of the material IT Contracts and there are and have been no claims, disputes or proceedings arising or threatened under any material IT Contracts, and, so far as each Management Warrantor is aware, no circumstances exist which may bring about any such claim, dispute or proceeding.
12.4 The Target Group is entitled as owner, lessee or licensee to use each part of the IT Systems for all purposes necessary to carry on its business in the manner in which it is carried on at the date of this deed and has put in place all necessary arrangements and has obtained all necessary rights from third parties to enable it to fulfil its foreseeable future requirements.
12.5 The business of the Target Group is not dependent on any information technology (including data storage and processing) facilities which are not under the exclusive ownership, operation or control of the Target Group.
12.6 So far as each Management Warrantor is aware, the material IT Systems have not been materially defective or materially failed to function during the 24 months immediately preceding Closing, nor have there been any logical or physical intrusions to the material IT Systems or losses of data which have had (or are having) a material adverse effect on the business of the Target Group.
12.7 Reasonable steps have been taken to ensure the IT Systems contain no software virus or malware or software vulnerability, and all elements of the IT Systems: (a) are functioning adequately and materially in accordance with all applicable specifications; (b) have been and are being properly and regularly maintained and supported in accordance with good industry practice and (c) have sufficient capacity, sc...
