No Faults. The Company has not experienced, and no circumstances exist that are likely or expected to give rise to, any disruption in or to the operation of the Business as a result of: (A) any substandard performance or defect in any part of the ICT Infrastructure whether caused by any viruses, bugs, worms, software bombs or otherwise, lack of capacity or otherwise or (B) a breach of security in relation to any part of the ICT Infrastructure.
No Faults. Neither the Company nor any Subsidiary has experienced any disruption in or to the operation of the Business in the past five years as a result of: (A) any substandard performance or defect in any part of the ICT Infrastructure whether caused by any viruses, bugs, worms, software bombs or otherwise, lack of capacity or otherwise or (B) a breach of security in relation to any part of the ICT Infrastructure.
No Faults. No Acquired Company has experienced any material disruption in or to the operation of the Business as a result of (A) any substandard performance or defect in any part of the ICT Infrastructure whether caused by any viruses, bugs, worms, trojan horses, exploits, software bombs or otherwise, lack of capacity or otherwise, or (B) a breach of security in relation to any part of the ICT Infrastructure.
No Faults. In the past three years has not experienced any disruption in or to the operation of the Company’s business as a result of: (A) any substandard performance or defect in any part of the ICT Infrastructure whether caused by any viruses, bugs, worms, software bombs or otherwise, lack of capacity or otherwise or (B) a breach of security in relation to any part of the ICT Infrastructure.
No Faults. Jiff has not experienced, and to the knowledge of Jiff, no circumstances exist that are likely or expected to give rise to, any material disruption in or to the operation of the Jiff Business as a result of: (A) any substandard performance or defect in any part of the ICT Infrastructure whether caused by any viruses, bugs, worms, software bombs or otherwise, lack of capacity or otherwise or (B) a breach of security in relation to any part of the ICT Infrastructure.
No Faults. Neither the Company nor any Subsidiary has experienced, and, to the knowledge of the Company, no circumstances exist that are likely or expected to give rise to, any material disruption in or to the operation of the Business as a result of: (A) any material substandard performance or defect in any part of the ICT Infrastructure whether caused by any viruses, bugs, worms, software bombs or otherwise, lack of capacity or otherwise or (B) a breach of security in relation to any part of the ICT Infrastructure. To the knowledge of the Company, none of the Company Products: (I) contains any bug, defect or error that may materially affect Acquirer’s ability to sell or use, or the functionality or performance of the Company Products, other than those discovered and corrected in the normal course of the Company’s maintenance procedures, or (II) has failed or currently fails to operate or comply, in any material respect, with any applicable warranty, specifications or contractual commitment relating to the use, functionality or performance of the Company Products. None of the Company Products contain any computer virus, unauthorized disabling or erasing mechanism, worm, unauthorized software lock, drop dead device, Trojan horse, back door, trap door, time bomb (each, a “Contaminant”), or any undocumented hidden command, undocumented hidden code, undocumented instructions key or any other code or instruction that may be used to access, modify, delete, damage or disable any of the Company Products without the authorization of the end user (each, a “Disabling Code”). The Company and its Subsidiaries have taken commercially reasonable steps designed to prevent the introduction of Contaminants and Disabling Code into the Company Products. Schedule 2.10(b) lists all material warranty and indemnification claims asserted in writing against the Company or any of its Subsidiaries, customers, resellers, partners or distributors related to the Company Products and which remain unresolved as of the Agreement Date.
No Faults. Neither the Company nor any of the Subsidiaries has experienced, and no circumstances exist that are likely or expected to give rise to, any disruption in or to the operation of the Business of the Company as currently conducted or proposed to be conducted as a result of (A) any error, breakdown, substandard performance, failure or defect in any part of the Company IT Assets whether caused by any viruses, bugs, worms, software bombs or otherwise, lack of capacity or otherwise or (B) a breach of security in relation to any part of the Company IT Assets. There has been no internal or external audit, inspection or examination, including any penetration testing, of the Company IT Assets has identified any issue that would (i) be considered a material deficiency or a material weakness in the Company’s or any of the Subsidiaries’ internal control structure and procedures or require either Company or any of the Subsidiaries to disclose a risk of non-compliance to any Governmental Authority. The Company and the Subsidiaries have, with respect to the Company IT Assets: (i) maintained a strong internal control environment in day-to-day operations; (ii) built the following basic control activities into its work processes and procedures: (A) accountability clearly defined and understood; (B) access properly controlled; (C) adequate supervision; (D) policies, procedures and responsibilities documented; (E) adequate training and education; and (F) adequate separation of duties; (iii) implemented periodic control self-assessments; and (iv) maintained an internal audit function to monitor the processes and Company IT Assets (including performing internal audits, tracking control measures, communicating status to management, and driving corrective action).
No Faults. Other than as set forth on Section 2.12(r)(ii) of the Disclosure Schedule, the Company has not experienced, any disruption in or to the operation of the business as a result of: (A) any substandard performance or defect in any part of the Company ICT Infrastructure whether caused by any viruses, bugs, worms, software bombs or otherwise, lack of capacity or otherwise or (B) a breach of security in relation to any part of the Company ICT Infrastructure.
No Faults. Schedule 2.9(q)(ii) of the Company Disclosure Letter sets forth a list of any known material viruses, bugs, worms and software bombs in the current Company Products. To the Company’s knowledge, there has not been a breach of security in relation to any part of the ICT Infrastructure.
No Faults. The parties declare they are aware of the value and legal scope of this AGREEMENT, and therefore manifest they have granted each other the opportunity to explain and clarify the content of its clauses to each other. They also acknowledge that what has been agreed results from their free and spontaneous disposition, and therefore, there is not violence, error or any situation that might invalidate their consent.
