Systems compliance. (a) For the purposes of this paragraph, Systems means all the software, hardware and technology that are material to any Group Company in connection with the operation of its business as currently conducted.
(b) No Group Company or, to the best of the Sellers’ knowledge, any third party, is in material breach of any material agreement relating to the Systems to which any Group Company is a party.
(c) A Group Company is the exclusive owner and has direct control of and/or is validly licensed or otherwise authorised to use the Systems. The Systems and each Group Company’s ability to use all or any part of the Systems will not be affected by the execution and completion of this agreement or acquisition, direct or indirect, of the Shares by the Purchaser.
(d) The Systems have been maintained in accordance with the manufacturer’s instructions. There have been no security breaches, breakdowns, malfunctions, data loss, failures or other defects in the Systems in the two year period ended on the date of this agreement which have had a material adverse effect on the operations of a Group Company.
Systems compliance. All hardware and software supplied by the Supplier and/or the Group Companies and all other procedures (whether automated or not) (the “Systems”) are Date Compliant and Euro Compliant. For the purposes of this warranty:
Systems compliance. The PDHP warrants that each item of hardware, software, and/or firmware required for the provision of service under this contract shall be able to accurately process data.
Systems compliance. All hardware and software owned or used by the Company as of Completion and all other procedures (whether automated or not) (the "Systems") are or will be EMU Compliant. For the purposes of this warranty:
Systems compliance. (a) For the purposes of this paragraph, Systems means all the software, hardware, network and telecommunications equipment and internet-related information technology that are used by any Group Company in connection with the operation of its business as currently conducted (including the Games and the Websites).
(b) Accurate particulars of or, in the case of a document, a copy of all agreements relating to the Systems to which any Group Company is a party excluding any agreement under which commercially available “off-the-shelf” software is licensed to any Group Company, are set out in or annexed to the Disclosure Letter. No Group Company nor, so far as the Management Sellers are aware, any third party is in material breach of any such agreement.
(c) A Group Company is the exclusive owner and/or is validly licensed or otherwise authorised to use the Systems. The Systems and each Group Company’s ability to use all or any part of the Systems owned by such Group Company will not be affected by the acquisition, direct or indirect, of the Group Companies by the Purchaser. Any part of the Systems that is licensed from or provided by a third party shall be available to each Group Company after the acquisition of the Group Companies by the Purchase on the same terms and conditions as are applicable immediately before the acquisition of the Group Companies by the Purchaser.
(d) The Systems comprise all computer systems (including computer processors, associated and peripheral equipment, computer programs, systems software and technical and other documentation relating to any computer system) used by any Group Company in the continuance of its business in the ordinary course to the same extent as carried on in the period of two years prior to the date of this agreement. Full and accurate particulars of or, in the case of a document, a copy of all proposed acquisitions in relation to the Systems that any Group Company intends to consummate within the next ninety (90) days other than acquisitions of commercially available “off the shelf” software or any acquisition in which the aggregate consideration payable by any Group Company does not exceed £50,000 are set out in or annexed to the Disclosure Letter.
(e) So far as the Management Sellers are aware, there are no material errors in the software used in the Systems other than errors in software licensed from third parties that are reasonably expected to be promptly corrected by the applicable third party licensor purs...
Systems compliance. All computer systems that are used by (and material to the business of) the Company in connection with the operation of its business as carried on at the date of this Agreement and at Completion are owned or validly authorised for use by the Company.
Systems compliance. All hardware, software and relevant applications transferred by the Sellers in connection with, and as a part of, the Gessaroli Group and all procedures, whether automated or not, are Y2K compliant and Euro compliant. In addition, any factors in any manner connected with certain relevant dates (e.g. 9th September 1999, 31st December 1999, 1st January 2000, 29th February 2000 and so on) will in any manner affect the ability for systems, and/or of the relevant hardware and software, before, on or after Closing, to carry out inter alia the following:
(i) the performance of all functions currently performed or capable of being performed by any systems correctly and consistently without interruption or adverse change to efficiency or user operation and without incurring additional costs; and:
(ii) recognise, store, process and display any reference to any year or to any particular date in a year in a manner that does not create any ambiguity as to the year or date in question.
Systems compliance. (a) For the purposes of this paragraph, “Systems” means all the software, hardware, network and telecommunications and data communications equipment and internet-related information technology that are used by any School Holding Company or School Entity in connection with the operation of its business.
Systems compliance. (a) For the purposes of this paragraph, Systems means all the software, hardware, network and telecommunications equipment and internet-related information technology that are material to any Group Company in connection with the operation of its business as currently conducted.
(b) Full and accurate particulars of or, in the case of a document, a copy of all material agreements relating to the Systems to which any Group Company is a party under which any Group Company is required to pay to the counterparty more than £100,000 (or the local equivalent) in any calendar year or under which the counterparty is required to pay to any Group Company more than £100,000 (or the local equivalent) in any calendar year are Disclosed in the Data Room at folder 8. No Group Company nor any third party is in material breach of any such agreement.
(c) A Group Company is the exclusive owner and has direct control of and/or is validly licensed or otherwise authorised to use the Systems. The Systems and each Group Company's ability to use all or any part of the Systems will not be affected by the acquisition of the Group Companies by the Purchaser.
(d) The Systems comprise all computer systems (including computer processors, associated and peripheral equipment, computer programs, systems software and technical and other documentation relating to any computer system) required by any Group Company in the continuance of its business in the ordinary course to the same extent as carried on in the period of three years prior to the date of this agreement.
(e) The Systems have the benefit of the maintenance agreements of which full and accurate particulars of or, in the case of a document, a copy of which is Disclosed in the Data Room at folder 2 and have been maintained in accordance with the manufacturer's instructions. There have been no security breaches, breakdowns, malfunctions, data loss, failures or other defects in the Systems in the three year period ended on the date of this agreement which have had a material adverse effect on the operations of a Group Company.
(f) Full and accurate particulars of or, in the case of a document, a copy of each Group Company's disaster recovery plans and security arrangements are Disclosed in the Data Room at folder 2, and such disaster recovery plans and security arrangements are tested at least once a year, and have been proven to be adequate.
(g) A Group Company has in its possession, or has all necessary rights to obtain, the source cod...
Systems compliance. (1) The material Computer Systems are Date Compliant. For the purposes of this warranty:
