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. (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
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) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, during the last three (3) years, there have not been any vulnerabilities or defects that have resulted in any (i) security breaches, (ii) other security access incidents or (iii) failures or outages affecting any Transferred Information Technology, Business Technology Deliverables or Technology within the Transferred Tangible Personal Property.
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) 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) 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 Transferred Entities own, lease, license, or otherwise have the legal right to use, including by taking into account the services to be provided pursuant to the Transition Services Agreement, all Business IT Assets for the operation of the Business as it is currently conducted (and in substantially the same manner as it has been conducted in the 12 months period immediately prior to the date hereof). The Business IT Assets operate according to specifications and perform as needed by the Transferred Entities to conduct the Business as conducted as of the date hereof (and in substantially the same manner as it has been conducted in the 12 months period immediately prior to the date hereof) without material defects or errors. Each Transferred Entity is in compliance with all material obligations under any Contract pursuant to which such Transferred Entity has obtained the right to use any third-party Business IT Assets. The Seller and its Subsidiaries as it primarily relates to the Business and the Transferred Entities have taken commercially reasonable actions to protect the security and integrity of the Business IT Assets and the data stored or contained therein or transmitted thereby. In the last three years there have not been any vulnerabilities or defects that resulted in any Security Breaches or unauthorized access or other security access incidents materially affecting the Business IT Assets or requiring notification to any Person or Governmental Entity under applicable Data Protection Requirements, except as would not have a material effect on the Business. To the Knowledge of Seller, the Business IT Assets do not contain any virus, spyware, malware, worm, Trojan Horse, or other technology, disabling codes or instructions, or other similar code or software routines or hardware components that are designed or intended to (i) delete, disable, interfere with, perform unauthorized modifications to, or provide unauthorized access to any data of the Business, Personal Data or the Business IT Assets, or (ii) modify, damage or destroy the Business IT Assets.
