The Computer Systems Clause Samples

The Computer Systems. (a) are, in respect of the hardware, handheld devices, firmware, peripherals, networking and other equipment comprised in those Computer Systems, legally and beneficially owned by the relevant Sensor-Nite Group Company; (b) are in full working order and performing the functions for which they were acquired efficiently and without material errors or downtime; (c) have not, within the 2 years immediately preceding Completion, unduly interrupted or hindered the operation of the business of any Sensor-Nite Group Company; (d) have adequate capacity for each relevant Sensor-Nite Group Company’s present and (taking into account the extent to which the Computer Systems are expandable) future needs; (e) have been satisfactorily and appropriately maintained and supported and have the benefit of appropriate maintenance and support agreements (copies of which are attached to the Disclosure Letter), which agreements include emergency support; (f) have not been used in such a way as would invalidate any manufacturer’s or supplier’s guarantee or warranty or entitle the provider of maintenance or support for the Computer Systems to exclude, suspend or terminate those services; (g) have, in conjunction with the support and maintenance agreements referred to in paragraph (f) above, adequate security measures, back-up systems, disaster recovery arrangements, measures to protect them from viruses and other harmful code and trained personnel to ensure that so far as reasonably practicable: (i) the authenticity, integrity and confidentiality of all data held by or transmitted by the Computer Systems is preserved; (ii) no more than one day’s data would be lost in the event of a failure of the Computer Systems; (iii) breaches of security, errors and breakdowns are kept to a minimum and if any such event occurs there will not be a material disruption to any Sensor-Nite Group Company; (h) enable all records and data stored by electronic means which relate to a Sensor-Nite Group Company to be readily accessible by appropriate personnel; and (i) will, where required, correctly carry out all calculations relating to or in connection with the Euro and display all symbols adopted by any government or European body in connection with the Euro.