Y2K. There are no Y2K issues related to the Company, or any of its subsidiaries, that (i) are of a character required to be described or referred to in the Registration Statement or Prospectus by the Securities Act which have not been accurately described in the Registration Statement or Prospectus or (ii) might reasonably be expected to result in any Material Adverse Change or that might materially affect their properties, assets or rights.
Y2K. The Company has taken all necessary action to assess, evaluate and correct all of the hardware, software, embedded microchips and other processing capabilities of computer and telecommunication systems it uses, either directly or indirectly, including but not limited to computerized services provided by third parties such as billing and payroll services, to ensure that such systems will be able to function accurately and without interruption or ambiguity using date information before, during and after January 1, 2000.
Y2K. Each party covenants and agrees that it will not permit a Year 2000 Problem to computer systems, software or equipment owned, leased or licensed by it, its affiliates or subsidiaries to interfere with its performance under this Agreement. This undertaking is subject to any standard of performance or any excuse for non-performance provided in this Agreement, at law, or in equity. Each party further agrees, to the extent that the party deems it appropriate, to request, from those of its suppliers whose performance may materially affect that party's performance hereunder, that each such supplier undertake the same obligation with respect to such material performance. The parties will use reasonable commercial efforts to cooperate and share information to further comply with this section, and to minimize the impact of any Year 2000 Problem on performance of this Agreement. Each party will inform the other party of any circumstance indicating a possible obstacle to such compliance, and the steps being taken to avoid or overcome the obstacle. Provided a party complies with the previous paragraph, it will not be liable to the other party for any failure to perform obligations under this Agreement to the extent such failure arises from a Year 2000 Problem (l) affecting one of the non-performing party's suppliers or (2) beyond that party's reasonable control (e.g., a Year 2000 Problem affecting a governmental entity). IN PARTICULAR, SUCH NON-PERFORMING PARTY SHALL HAVE NO LIABILITY FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OK EXEMPLARY DAMAGES. A "Year 2000 Problem" means a date handling problem relating to the Year 2000 date change that would cause a computer system, software or equipment to fail to correctly perform, process and handle date-related data for the dates within and between the twentieth and twenty-first centuries and all other centuries.
Y2K. The transition to the Year 2000 will not affect the correct functioning or performance of any date or time-related functions contained within any Products.
Y2K. To the Knowledge of the Company, all Intellectual Property and Registered Intellectual Property in the form of computer software that is utilized by the Company, Galaxy Mall, or IMI in the operation of each of their respective Businesses is capable of processing date data between and within 1999 and 2000.
Y2K. The Company has taken the actions described in SCHEDULE 3.28 to assess, evaluate, test and correct all of the hardware, software, embedded microchips and other processing capabilities of computer and telecommunication systems it uses in any material portion of its business, to ensure that such systems will be able to function accurately and without interruption or ambiguity using date information before, during and after January 1, 2000. To the best of the Company's and the Stockholders' knowledge, computerized services provided by third parties to the Company such as billing and payroll services will be able to function accurately and without interruption or ambiguity using date information before, during and after January 1, 2000.
Y2K. The Company and its Subsidiaries have developed and budgeted for a comprehensive program to address the "Year 2000 Problem" (that is, the inability of computers, as well as embedded microchips in non-computing devices, to perform properly date-sensitive functions with respect to certain dates prior to and after December 31, 1999). The Company and its Subsidiaries have implemented that program substantially in accordance with their timetable and budget and they will substantially avoid the Year 2000 problem as to all computers, as well as embedded microchips in non-computing devices, that are material to the Company's and its Subsidiaries' business, properties or operations. The Company and its Subsidiaries have developed feasible contingency plans to adequately ensure uninterrupted and unimpaired business operation in the event of failure of their own or a third party's systems or equipment due to the Year 2000 problem, including those of vendors, customers, and suppliers, as well as a general failure of or interruption in its communications and delivery infrastructure, but not including failure of third-party systems or equipment that affect the economy generally and as to which contingency planning is not reasonably feasible.
Y2K. Each system of the Company and the Subsidiaries, including, without limitation, software, hardware, databases or embedded control systems, that constitutes any part of, or is used in connection with the use, operation or enjoyment of, any tangible or intangible assets or property of the Company or any of the Subsidiaries, whether used by the Company or any of the Subsidiaries individually or forming part of the procedure or services sold or furnished to others (collectively, a "System"), (a) has been modified to the extent necessary to enable it to operate from and after January 1, 2000, without error arising from the creation, recognition, acceptance, calculation, display, storage, retrieval, accessing, comparison, sorting, manipulation, processing or other use of dates or date-based, date-dependent or date-related data, including but not limited to century recognition, day-of-the-week recognition, leap years, date values and interfaces of data functionalities and (b) will not be adversely affected by the advent of the year 2000, the advent of the twenty-first century or the transition from the twentieth century through the year 2000 and into the twenty-first century (collectively, items (a) and (b) are referred to herein as "Year 2000 Compliant") except, in either case, as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of the Subsidiaries has received notice, or otherwise based on third party information available to the Company or any of the Subsidiaries, has any reason to believe, that any System receives data from or communicates with any component or system external to itself (whether or not such component or system is the Company's or any of the Subsidiaries') that is not itself expected to be Year 2000 Compliant prior to December 31, 1999. Neither the Company nor any Subsidiary has any reason to believe that it may incur material expenses arising from or relating to the failure of any of its Systems as a result of not being Year 2000 Compliant and the Company and the Subsidiaries have requested and received assurances from each third party whose systems failure would reasonably be expected to have a Material Adverse Effect that such systems are Year 2000 Compliant.
Y2K. To the extent, if any, that the information technology included in the Transferred Assets (including components of the Transferred Assets that interface with or whose operation is dependent upon the operation of information technology systems) will not operate without error relating to date data that references different centuries or more than one century, Sellers shall use commercially reasonable efforts, at Sellers' expense, to modify or replace such information technology so it will so operate without error. Any modification or replacement will be made as promptly as practicable after Buyer's request; provided that Buyer's request is made not later than six months after the Closing Date.
Y2K. Each FIRST BANKING Entity is in compliance with all policies and directives issued by Regulatory Authorities with respect to preparedness for year 2000 data processing and other operations. Section 6.23 of the FIRST BANKING Disclosure Memorandum sets forth a summary of the steps taken by FIRST BANKING to ensure such compliance.
