Information Technology; Security and Privacy. (a) All information technology and computer systems relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information whether or not in electronic format, necessary to the conduct of the business of the Company and its Subsidiaries (collectively, “Company IT Systems”) have been maintained, in all material respects, in accordance with reasonable and commercial standards suggested by the manufacturer of third-party-owned systems or in accordance with standards reasonably prudent in the entertainment industry and the electronic commerce industry, that are designed to encourage proper operation, monitoring and use. The Company IT Systems are currently in good working condition with respect to the performance of information technology operations necessary to conduct the business of the Company and its Subsidiaries in all material respects. The Company and its Subsidiaries have in place a commercially reasonable disaster recovery program that provides for the regular back-up of, and addresses recovery of, the data and information necessary to the conduct of the business of the Company and its Subsidiaries (including such data and information that is stored on magnetic or optical media in the ordinary course), and as of the date hereof, such disaster recovery program operates under normal circumstances without material disruption to, or material interruption in, the conduct of the business of the Company and its Subsidiaries.
(b) All right, title and interest in and to the confidential and proprietary data included in the Owned Intellectual Property Rights that is material to the business of the Company and its Subsidiaries and contained in any database used or maintained by the Company or its Subsidiaries (collectively, the “Company Data”) is owned by the Company or a Subsidiary, free and clear of all Encumbrances except Permitted Encumbrances. All computer programs included within the Owned Intellectual Property Rights are not licensed pursuant to a so-called “open source” license and do not incorporate and are not based on any computer programs that are licensed pursuant to a so-called “open source” license.
(c) The Company and its Subsidiaries have established and are in material compliance with written information security procedures covering the Company and its Subsidiaries that are in accordance with current standards reasonable in the entertainment industry and the electronic commerc...
Information Technology; Security and Privacy. Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) since January 1, 2010, (i) there have been, to the Knowledge of the Company, no security breaches in the Company’s or any of the Company Subsidiaries’ information technology systems, and (ii) there have been no disruptions in any of the Company’s or the Company Subsidiaries’ information technology systems that adversely affected the Company’s or any of the Company Subsidiaries’ business or operations; and (b) the Company has established and is in compliance with a written information security program or programs covering the Company and the Company Subsidiaries that (i) includes safeguards for the security, confidentiality, and integrity of transactions and confidential or proprietary Company Data and (ii) is designed to protect against unauthorized access to the Company IT Systems, Company Data, and the systems of any Third Party service providers that have access to (A) Company Data or (B) Company IT Systems.
Information Technology; Security and Privacy. Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) since January 1, 2010, (i) there have been, to the Knowledge of Parent, no security breaches in Parent’s or any of the Parent Subsidiaries’ information technology systems, and (ii) there have been no disruptions in any of Parent or the Parent Subsidiaries’ information technology systems that adversely affected Parent’s or any of the Parent Subsidiaries’ business or operations; and (b) Parent has established and is in compliance with a written information security program or programs covering Parent and the Parent Subsidiaries that (i) includes safeguards for the security, confidentiality, and integrity of transactions and confidential or proprietary Parent Data and (ii) is designed to protect against unauthorized access to the Parent IT Systems, Parent Data, and the systems of any Third Party service providers that have access to (A) Parent Data or (B) Parent IT Systems.
Information Technology; Security and Privacy. Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) since January 1, 2008, (i) there have been, to the Knowledge of the Company, no security breaches in the Company’s or any of the Company Subsidiaries’ information technology systems, and (ii) there have been no disruptions in any of the Company’s or the Company Subsidiaries’ information technology systems that adversely affected the Company’s or any of the Company Subsidiaries’ business or operations; (b) no material capital expenditures are necessary with respect to the Company’s or the Company Subsidiaries’ information technology systems with respect to their businesses as currently conducted, other than capital expenditures in the Ordinary Course of Business that are consistent with the past practice of the Company or the Company Subsidiaries; and (c) the Company has established and is in compliance with a written information security program or programs covering the Company and the Company Subsidiaries that (i) includes safeguards for the security, confidentiality, and integrity of transactions and confidential or proprietary Company Data and (ii) is designed to protect against unauthorized access to the Company IT Systems, Company Data, and the systems of any third party service providers that have access to (A) Company Data or (B) Company IT Systems.
Information Technology; Security and Privacy. To the Company’s and the Stockholder’s knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary in the conduct of the business of the Company and its Subsidiaries (collectively, “Company IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards prudent in the industry. As of the Closing Date, to Company’s and the Stockholder’s knowledge, the Company IT Systems are in good working condition to effectively perform all information technology operations of the Business as conducted by the Company immediately prior to the Closing.
Information Technology; Security and Privacy. (a) To the Knowledge of the Contributors, all information technology and computer systems, including Software, hardware, networks, interfaces, and related systems, relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, material to the conduct of the business of the Contributed Companies, their Subsidiaries and the Contributed Businesses (collectively, “Contributed Company IT Systems”) are in good working condition to effectively perform all information technology operations necessary to conduct the business of the Contributed Companies, their Subsidiaries and the Contributed Businesses in all material respects. The Contributed Companies and Subsidiaries thereof have in place a commercially reasonable disaster recovery program consistent with commercially reasonable protection disaster recovery program customarily used in the same industry as the business of the Contributed Companies, their Subsidiaries and the Contributed Businesses.
(b) Each Contributed Company has implemented commercially reasonable security measures consistent with measures customarily used in the same industry as the business of the Contributed Companies, their Subsidiaries and the Contributed Businesses that are designed to protect against unauthorized use, access, interruption, modification or corruption of the Contributed Company IT Systems.
(c) To the Knowledge of the Contributors, the Contributed Company IT Systems are sufficient for the immediate needs of the business of the Contributed Companies, their Subsidiaries and the Contributed Businesses. To the Knowledge of the Contributors, since the Relevant Date, there has not been any: (i) material outage affecting any Contributed Company IT System; or (ii) material data security breach or other unauthorized use, access, interruption, modification or corruption of any Contributed Company IT System, or written complaint, written notice to, or audit, proceeding or investigation conducted or claim asserted by any Person against any Contributed Company or Subsidiary thereof regarding any actual or alleged security breach or other unauthorized use, access, interruption, modification or corruption of any Contributed Company IT System.
Information Technology; Security and Privacy. (a) (i) All material information technology and computer systems, including Software, hardware, networks, interfaces, and related systems, relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the Business (collectively, “Company IT Systems”) have been maintained in accordance with standards set by the manufacturers or otherwise in accordance with prudent industry standards, to ensure operation, monitoring and use in the Ordinary Course and (ii) the Company IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct the Business in all material respects in the Ordinary Course. The Company has in place a commercially reasonable disaster recovery program, including providing for the regular back-up and prompt recovery of the data and information necessary to the conduct of the Business as conducted by the Company prior to the date hereof (including such data and information that is stored on magnetic or optical media) without material disruption to, or material interruption in, the conduct of the Business prior to the date hereof.
(b) The Company has (i) taken reasonable measures required or necessary to protect the confidentiality of its material confidential and proprietary information and trade secrets and the confidential and proprietary information and trade secrets of any third Person provided or made available to the Company and (ii) is in compliance in all material respects with a written information security program covering the Company that (A) includes safeguards for the security, confidentiality, and integrity of Company Data and (B) is designed to protect against unauthorized use, access, interruption, modification or corruption of the Company IT Systems, Company Data, and the systems of any third party service providers that have access to Company Data or Company IT Systems. Since January 1, 2018, to the Company’s Knowledge, there has been no (i) loss of, or any unauthorized access to, corruption or disclosure of the Company IT System or any Company Data, (ii) material disruption, interruption, outage or continued substandard performance affecting any Company IT System, or (iii) written complaints or notices to, or audits, proceedings or investigations conducted or claims asserted in writing by any Person against the Compan...
Information Technology; Security and Privacy. All information technology and computer systems and services (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the Company’s business (collectively, “Company IT Systems”) have been reasonably maintained, in accordance with standards set by the manufacturers or otherwise in accordance with standards prudent in the industry. The Company IT Systems are in material compliance with regulatory standards and guidelines as required by applicable Law. The Company has commercially reasonable disaster recovery plans, procedures and facilities for its business and has taken commercially reasonable steps to safeguard the Company IT Systems. The Company IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct the Company’s business consistent with past practice. The Company has not experienced since January 1, 2018 any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown, cyber or security breach or other failure or deficiency of the Company IT Systems. The Company has taken commercially reasonable measures to provide for the backup and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. The Company is not in breach of any material contract related to any Company IT Systems. The Company has, to its knowledge, at all times complied in all material respects with all applicable legal requirements (including but not limited to all regulatory standards and guidelines) relating to privacy, data protection and the collection and use of personal information gathered or accessed in the course of the operations of the Company. The Company has at all times complied in all material respects with all rules, policies and procedures established by the Company from time to time with respect to the foregoing. No claims are pending and, to its knowledge, no claims have been asserted or threatened against the Company by any Person alleging a violation of such Person’s privacy, perso...
Information Technology; Security and Privacy. All information technology and computer systems and services (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the Parent’s business (collectively, “Parent IT Systems”) have been reasonably maintained, in accordance with standards set by the manufacturers or otherwise in accordance with standards prudent in the industry. The Parent IT Systems are in material compliance with regulatory standards and guidelines as required by applicable Law. The Parent has commercially reasonable disaster recovery plans, procedures and facilities for its business and has taken commercially reasonable steps to safeguard Parent IT Systems. Parent IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct Parent’s business consistent with past practice. The Parent has not experienced since January 1, 2018 any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown, cyber or security breach or other failure or deficiency of the Parent IT Systems. Parent has taken commercially reasonable measures to provide for the backup and recovery of the data and information necessary to the conduct of its businesses (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. The Parent is not in breach of any material contract related to any Parent IT Systems. Parent has, to its knowledge, at all times complied in all material respects with all applicable legal requirements (including but not limited to all regulatory standards and guidelines) relating to privacy, data protection and the collection and use of personal information gathered or accessed in the course of the operations of the Parent. Parent has at all times complied in all material respects with all rules, policies and procedures established by Parent from time to time with respect to the foregoing. No claims are pending and, to its knowledge, no claims have been asserted or threatened against Parent by any Person alleging a violation of such Person’s privacy, personal or confidentiality rights under any such La...
Information Technology; Security and Privacy. (a) All information technology and computer systems relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information whether or not in electronic format, used in or necessary to the conduct of the business of the Targets (collectively, “IT Systems”) have been properly maintained, in all material respects, by technically competent personnel, in accordance with standards set by the manufacturers, to ensure proper operation, monitoring and use. The IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct the business of the Targets in all material respects. The Targets have in place a commercially reasonable disaster recovery program, including providing for the regular back-up and commercially prompt recovery of the data and information necessary to the conduct of the business of the Targets (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of the business of the Targets.
(b) All right, title and interest in and to the data included in the Intellectual Property of the Targets and contained in any database used or maintained by a Target (collectively, the “Target Data”) is owned by a Target, free and clear of all Encumbrances.
(c) The Targets have established and are in material compliance with a written information security program or programs covering the Targets that (i) includes safeguards for the security, confidentiality, and integrity of transactions and confidential or proprietary Target Data and (ii) is designed to protect against unauthorized access to the IT Systems, Target Data, and the systems of any third party service providers that have access to (A) Target Data or (B) the IT Systems.
