Information Technology; Data Protection. The IT Assets owned by, controlled by, or otherwise used in the conduct of the businesses of Amedisys and its subsidiaries are sufficient for, and operate and perform as needed by, Amedisys and its subsidiaries to adequately conduct their respective businesses as currently conducted, except for insufficiencies or failures to operate or perform that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys. Since January 1, 2021, to the knowledge of Amedisys, there have not been, and there are no known vulnerabilities or defects that would reasonably be expected to result in, any Security Breaches or unauthorized access or disclosure, unauthorized use, failures or unplanned outages or other adverse integrity or security access incidents affecting the IT Assets owned by or controlled by Amedisys or its subsidiaries or any other persons to the extent used by or on behalf of Amedisys or its subsidiaries (or, in each case, Personal Data and other information and transactions stored or contained therein or transmitted thereby), except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys. Since January 1, 2021, except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys, (A) Amedisys and its subsidiaries (1) have been in compliance with all Privacy and Security Requirements and any binding industry standards applicable to the industry in which each of Amedisys or any of its subsidiaries operates, and (2) have implemented and maintained a data security plan with commercially reasonable administrative, technical and physical safeguards to protect the IT Assets of Amedisys and its subsidiaries, and the Personal Data and other information and transactions stored or contained therein or transmitted thereby, against unauthorized access, use, loss and damage; (B) there have been no Actions related to any Security Breaches, other data security incidents, or violations of any Privacy and Security Requirements by Amedisys or any of its subsidiaries; and (C) none of Amedisys or any of its subsidiaries have sent (or been required to send) or received any written notices to or from any Person or Governmental Entity relating to violations or potential violations of any Privacy and Security Requirements. To the knowledge of Amedisys, since January 1, 2021, there has been no (x) unauthorized access...
Information Technology; Data Protection. The IT Assets of the Company and the Company Subsidiaries are sufficient in all material respects and operate and perform as needed by the Company and the Company Subsidiaries, to adequately conduct their respective businesses as currently conducted and as contemplated to be conducted by the Company. Since January 1, 2020, there have not been, and there are not currently, any vulnerabilities or defects that would reasonably be expected to result in, any security breaches, intrusions or unauthorized access, unauthorized use or disclosure, failures or unplanned outages or other adverse integrity or security access incidents (i) affecting, in a material manner, the material IT Assets of the Company or the Company Subsidiaries or any other Persons to the extent used by or on behalf of the Company or 24 the Company Subsidiaries (or, in each case, Personal Data and other information and transactions stored or contained therein or transmitted thereby) or (ii) resulting in a partial or complete loss of control, in a material manner, of any material products of the Company or the Company Subsidiaries. The Company and the Company Subsidiaries (A) are and have been since January 1, 2020 in material compliance with all applicable Laws, as well as their own rules, policies and procedures and all contracts to which they are bound, in each case to the extent relating to privacy, data protection and the collection, retention, protection, transfer, use and processing of Personal Data and (B) have implemented and maintained a data security plan with commercially reasonable administrative, technical and physical safeguards to protect Personal Data against unauthorized access, use, loss and damage. Since January 1, 2020, (i) to the Knowledge of the Company, there has been no unauthorized access to, or use, misuse or loss of, or damage to, any IT Assets or any Personal Data maintained by or on behalf of the Company or any of the Company Subsidiaries, (ii) the Company and the Company Subsidiaries have not notified or been required to notify any Person of any security breach or other incident affecting the IT Assets or any information or data stored or contained therein, and (iii) there have not been and are no Actions, complaints, citations or fines pending, issued to or received by, or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary by any Person with respect to privacy or other incidents, or with respect to the Company’s handling, us...
Information Technology; Data Protection. (a) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, all Company IT Assets (i) are free from any material defect, to the extent applicable, and (ii) do not contain any virus, software, routine or hardware component, in each case, designed to permit unauthorized access or control, or to disable or otherwise harm any Company IT. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, the Company complies with, and is not in breach or default of, its obligations and use restrictions with respect with to third-party software (including with respect to Open Source Software licenses).
Information Technology; Data Protection. (a) The IT Assets of STX and its Subsidiaries are adequate for the conduct of the respective businesses of STX and its Subsidiaries as currently conducted, and currently anticipated to be conducted. Since January 1, 2017, to the Knowledge of STX, there have not been, and there are no known vulnerabilities or defects that would reasonably be expected to result in, any security breaches, unauthorized access, failures or unplanned outages or other adverse integrity or security access incidents affecting the IT Assets of STX or its Subsidiaries or any other Persons to the extent used by or on behalf of STX or its Subsidiaries (or, in each case, information and transactions stored or contained therein or transmitted thereby), in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to STX and its Subsidiaries, taken as a whole.
Information Technology; Data Protection. (a) The IT Assets of Eros and its Subsidiaries are adequate for the conduct of their respective businesses as currently conducted, and currently anticipated to be conducted. Since January 1, 2017, to the Knowledge of Eros, there have not been, and there are no known vulnerabilities or defects that would reasonably be expected to result in, any security breaches, unauthorized access, failures or unplanned outages or other adverse integrity or security access incidents affecting the IT Assets of Eros or its Subsidiaries or any other Persons to the extent 42 used by or on behalf of Eros or its Subsidiaries (or, in each case, information and transactions stored or contained therein or transmitted thereby), in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to Eros and its Subsidiaries, taken as a whole.
Information Technology; Data Protection a. Sellers or the Company has disclosed to Buyer the full details of (i) each IT Arrangement (including a copy of each document containing or evidencing an IT Arrangement), (ii) all IT Services currently provided to the Company or any of the Subsidiaries in relation to each of its businesses and the identity of each person providing such services. To Seller’s Knowledge, there are no circumstances existing which may result in the loss of any license, benefit, right, or privilege under or in connection with an IT Arrangement or cause any third party’s rights under or in connection with an IT Arrangement to be extended. No IT Arrangement has been terminated or entered into within the six (6) months prior to the date hereof.
Information Technology; Data Protection. (a) To the knowledge of Seller, since the Lookback Date, there has been no security breach, unauthorized access to, or unauthorized use, outages or disruptions of the IT Assets Relating to the Business, or the information stored or contained therein or transmitted thereby, including the Business Data, in each case, in a manner that, individually or in the aggregate, has resulted in or would reasonably be expected to result in material liability or a material business disruption to the Business, or any material obligation by or on behalf of Seller or any of its Subsidiaries to notify, or make any filing with, any Governmental Authority or third party (including data breach notification requirements required by applicable Data Protection Laws). Except as would not reasonably be expected to be material to the Business, taken as a whole, Seller and its Subsidiaries have taken commercially reasonable actions designed to protect the confidentiality, integrity, operation and security of the IT Assets Relating to the Business (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption.
Information Technology; Data Protection. (a) The Business IT Assets operate and perform reliably, in material conformance with applicable specifications and documentation for such assets, and substantially as needed by Seller and its Subsidiaries to adequately conduct the Business as currently conducted. The Business IT Assets are free of viruses, malware, and other corruptants, including any computer code intentionally designed to disrupt, disable, or harm in any manner the operation of, or to provide any unauthorized access to, any Business IT Asset, in each case, except as, individually or in the aggregate, that would be material to the Business. During the five (5) year period immediately prior to the date of this Agreement, there have been no failures, breakdowns, or other incidents adversely affecting any such Business IT Assets or any software, data, information or materials contained therein, other than temporary problems arising in the ordinary course of business that did not materially disrupt the operations of Seller or the Transferred Entities. The Company maintains commercially reasonable incident response, backup, disaster recovery and business continuity plans and procedures and has taken commercially reasonable measures to protect the security and integrity of the material Business IT Assets.
Information Technology; Data Protection. (a) CVF owns, leases or licenses all information technology assets necessary to conduct its business in all material respects in the manner in which it currently conducts its business (“IT Assets”). IT Assets used by or on behalf of CVF (i) are free from material defects, viruses, worms, Trojan horses or similar flaws or other harmful devices, programs or code, (ii) during the past three (3) years have not been subjected to any material “denial of service” or other such attack and (iii) have commercially reasonable back-up, data recovery procedures, or other preventative measures that prevent against the loss of any data necessary for the operation of such entity’s business. To CVF’s knowledge, during the past three (3) years, there have been no material unauthorized access, intrusions or breaches of the security of any IT Assets operated or controlled by or on behalf of CVF or its vendors.
Information Technology; Data Protection. (a) NEK owns, leases or licenses all information technology assets necessary to conduct its business in all material respects in the manner in which it currently conducts its business (“IT Assets”). IT Assets used by or on behalf of NEK (i) are free from material defects, viruses, worms, Trojan horses or similar flaws or other harmful devices, programs or code, (ii) during the past three
