Information Technology Assets x. Xxxxxxxxx Retail Store Equipment: 1-Laptop Computer(s), 1-Network Hardware, 2-Printer(s), 2-Register(s)
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.
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.
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) 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.
Information Technology Assets. The Company Entities use Third Party Software, firmware, networks, middleware and systems, and information technology equipment owned by RML in connection with the operation of the Business (the “IT Assets”), none of which shall be acquired by Buyer or available for use by the Company Entities upon the consummation of the Transactions. To the Knowledge of Sellers, the IT Assets perform reliably in all material respects. The IT Assets provide commercially reasonable redundancy and speed to materially meet the performance requirements of the Business as currently conducted. To the Knowledge of Sellers, the IT Assets do not contain any viruses, malware, Trojan horses, worms, other undocumented contaminants, 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 materially complies with practices standard in the Patient Positioning Segment of the medical industry to periodically review patches, updates, and hotfixes offered or recommended by any third-party developer or supplier of IT Assets or Third Party Software on which the Products rely and deploys such patches, updates, and hotfixes that it believes are commercially prudent.
