Information Technology Assets Sample Clauses

Information Technology Assets. (a) Transferor has implemented an information security and cybersecurity program that contains commercially reasonable and appropriate administrative, organizational, technical, and physical safeguards and is designed to secure and protect the confidentiality, integrity and availability of the Information Technology Assets and any data stored or processed therein consistent with best industry practices, including by (i) implementing procedures to prevent unauthorized access and the introduction of any virus, worm, Trojan horse, malware, or similar disabling code or program, (ii) ensuring the safety and reliability of connected Operational Technology Assets (including by ensuring adequate separation between such Operational Technology Assets and the Information Technology Assets to reduce the potential for any malware transversing the divide thereof), and (iii) the taking and storing on site and off site of backup copies of critical data. Transferor has used commercially reasonable efforts to implement security patches, updates, and safeguards that are generally available for the Information Technology Assets. (b) In the preceding three (3) years, neither Transferor nor its Subsidiaries have experienced any Security Incident with respect to the Transferred Business. The Information Technology Assets, together with the Operational Technology Assets, are sufficient for the current operation of the Transferred Business and the operation of the Transferred Business immediately following the Closing.

Information Technology Assets. ▇. ▇▇▇▇▇▇▇▇▇ Retail Store Equipment: 1-Laptop Computer(s), 1-Network Hardware, 2-Printer(s), 2-Register(s)

Information Technology Assets. (a) The Company owns or has valid rights to use (by license, subscription, lease or other comparable arrangement (including on a Software-as-a-Service basis)), the IT Assets used in the operation of the Company’s business. (b) All deployed IT Assets: (i) are in full operating order (subject to normal wear and tear) and are fulfilling the purposes for which they were acquired, licensed or established in an efficient manner without material downtime or errors; (ii) have adequate security, capacity, including bandwidth, storage and processing, backups, hardware and software support and maintenance for the historical business; (iii) do not contain any Computer Virus; (iv) do not contain any Public Software; (v) have not experienced any breaches of security or similar as defined under any relevant Laws or Privacy Laws and no third-party has obtained unauthorized access to any material IT Assets or material information, including Personal Data, stored thereon; and (vi) are considered by the Company to be sufficient for the reasonable requirements of the business as conducted by the Company as of the date of this Agreement. The Company uses commercially reasonable efforts to detect and prevent the transmission of any Computer Virus in the IT Assets.

Information Technology Assets. (a) The computer systems, communication systems, software and hardware used by the Company (the Information Technology Assets) are in good working condition and sufficient to perform all computing, information technology and data processing operations necessary for the operation of the Company's business as currently conducted and, to the Sellers' Best Knowledge, as currently intended to be conducted after the Closing. To the Sellers' Best Knowledge, the Company has taken reasonable steps and implemented reasonable safeguards to protect its Information Technology Assets, including without limitation against any unauthorized use or access, to ensure business continuity. (b) The Information Technology Assets are adequate and sufficient for the current requirements of the Company in terms of functionality and performance and for the size and scope of the business as currently being conducted by the Company. In the twelve (12) months prior to the date of this Agreement, the Company has not suffered any failure, virus or bug in or breakdown of any part of the Information Technology Assets which has caused any material disruption or interruption to its use by the Company. (c) The Company has reasonable procedures in place to ensure the security of the Information Technology Assets and data stored on them, including, without limitation, an effective firewall, properly administered and run password protection, virus checking software and procedures for taking and storing back-up copies of the software and stored data and appropriate disaster recovery provisions. (d) All records, data and information of the Company are recorded, stored, maintained or operated or otherwise held by the Company and the use of or access to such records and systems is not wholly or partly dependent on any facilities (except for telecommunication transmission facilities) which are not under the ownership or control (for the avoidance of doubt, control shall include use of or access to such records and systems by means of an agreement with cloud or other service providers) of the Company.

Information Technology Assets. Each of the Company Entities has sufficient rights to reasonably use all Software, firmware, networks, middleware and systems, and information technology equipment used or held for use in connection with the operation of its business (the “IT Assets”) and associated documentation, all of which rights shall survive unchanged upon the consummation of the Transactions. To the Knowledge of the Company, the IT Assets perform reliably in all material respects, and since the date that is three (3) years prior to the Signing Date, there has been no material failure or other material substandard performance of any of the IT Assets that has caused any material disruption to the Business. The IT Assets provide commercially reasonable redundancy and speed to meet the performance requirements of the Company Entities’ Business as currently conducted. To the Knowledge of the Company, the IT Assets do not contain any viruses, malware, Trojan horses, worms, other undocumented contaminants, material bugs, vulnerabilities identified in the U.S. National Vulnerability Database maintained by the Department of Homeland Security and the National Institute of Standards and Technology as “high” or “critical”, faults, disabling codes, or other devices or effects that reasonably could (i) enable or assist any Person to access without authorization the IT Assets or any information in the IT Assets, or (ii) otherwise adversely affect the functionality of the IT Assets in any material respect. Each of the Company Entities complies with industry standard practice to periodically review patches, updates and hotfixes offered or recommended by any third-party developer or supplier of IT Assets or Third Party Software and deploy such patches, updates and hotfixes that it believes are commercially prudent. To the Knowledge of the Company, no Person has gained unauthorized access to any IT Assets.

Information Technology Assets. (a) Seller owns or has valid rights to use (by license, subscription, lease or other comparable arrangement (including on a Software-as-a-Service basis)), the IT Assets used in the operation of the Businesses. (b) Seller has taken commercially reasonable efforts to maintain the IT Assets, and the IT Assets are functioning in material compliance with all applicable technical specifications. (c) Seller has taken commercially reasonable actions intended to ensure the protection, integrity, availability and security of the IT Assets, and all information stored, processed or transmitted thereby, including Personal Data, from any unauthorized interruption, access, sue, destruction, or modification by third parties, including, to the extent applicable and appropriate, employing firewalls, virus and other malicious or disabling code detection and removal programs and back-up programs.