The IT Systems Sample Clauses
The IT Systems. 1.1 will, at Completion, after taking into account the other systems to be made available under the Ancillary Agreements, be substantially adequate for the current use and requirements of the Irish Cable Business in terms of capacity, functionality and performance;
1.2 have in place reasonably adequate protection against known viruses and harmful program codes in line with good business practice; and
1.3 to the extent that they consist of third party software, are being used pursuant to a valid licence agreement, save, in each case, where the failure to do so would not have a material adverse effect on the Irish Cable Business (taken as a whole).
The IT Systems. (a) are, save for software licensed to the Group Companies and/or third party telecommunication infrastructure, owned by the Group Companies and are under their sole control and not shared with or used by or on behalf of or accessible by any other person;
(b) have adequate capacity to satisfy the reasonable commercial requirements of the respective businesses of the Group Companies;
(c) meet the purposes for which they were acquired or set up in an efficient manner without material downtime on errors; and
(d) have for the Group Companies’ purposes and within the limits of commercially reasonable cost adequate security, back-ups, duplication, hardware and software support and maintenance, including emergency cover, provided by suitably trained personnel.
The IT Systems. 1.1.1 will, at Completion, after taking into account the other systems to be made available under the Separation Agreements (including the execution of the Ancillary Agreements), will at Completion be substantially adequate for the current use and requirements of the Broadcast Business in terms of capacity, functionality and performance;
1.1.2 have in place adequate protection against viruses and harmful program codes in line with good business practice; and
1.1.3 to the extent that they consist of third party software, are being used pursuant to a valid licence agreement. save, in each case, where the failure to do so would not have a material adverse effect on the Broadcast Business (taken as a whole).
The IT Systems. 12.4.1 are suitable for their current use, are not dangerous and comply with the applicable health and safety laws and regulations;
12.4.2 have adequate capability and capacity and comprise all the hardware, software and other equipment necessary for the requirements of the Business as at Completion;
12.4.3 are in good repair and have been regularly and properly serviced and maintained, are in full working order and are suitable for the purposes of the Business as at the Completion Date;
12.4.4 are configured and maintained to minimise the effects of externally introduced bugs, viruses, logic bombs or other destructive programs, including worms and Trojan horses;
12.4.5 enjoy the benefit of the maintenance and support agreements which have been Disclosed;
12.4.6 are not expected to require replacement or additions due to their condition within the next six months at a cost in excess of £20,000 in aggregate provided the requirements placed on them are not materially increased from the levels existing as at Completion; and
12.4.7 are in such condition that they will permit the Buyer to operate the Business on a Turnkey Basis.