Computer Systems Sample Clauses

Computer Systems. Licensee acknowledges and agrees that, as between Licensor and Licensee, ownership of and title in and to the Computer Systems and all Intellectual Property Rights in or to the Computer Systems are and shall remain in Licensor. For purposes of this Agreement, "Intellectual Property Rights" means, collectively, patents, trade secrets (as defined in the Restatement, Second, Torts), copyrights, trade names, rights in trade dress, and all other intellectual property rights, whether arising under the laws of the United States or any other state, country or jurisdiction, including all rights or causes of action for infringement or misappropriation of any of the foregoing, in each case now existing or hereafter arising during the term of this Agreement.

Computer Systems. The Borrower shall maintain its System in a manner that permits the Borrower to be Year 2000 Compliant.

Computer Systems. The computer systems of the Company listed on SCHEDULE 3.32 (including without limitation all software, hardware, workstations and related components, automated devices, embedded chips and other date sensitive equipment such as security systems, alarms, elevators and HVAC systems) constitute all computer systems necessary to conduct the Business as presently conducted. The Company has not experienced any material problems or difficulties with such computer systems related to or resulting from the "Year 2000" concern.

Computer Systems. The Borrower has developed and implemented a comprehensive, detailed program to address on a timely basis the "Year 2000 Problem" (that is, the risk that computer applications used by the Borrower may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999) and reasonably anticipates that it will on a timely basis successfully resolve the Year 2000 Problem for all material computer applications used by it. The Borrower believes, based upon inquiry made, that each supplier and vendor of the Borrower that is of material importance to the financial well-being of the Borrower will also successfully resolve on a timely basis the Year 2000 Problem for all of its material computer applications.

Computer Systems. (a) The Computer Systems owned by or licensed to each member of the Group comprise all computer hardware and software systems necessary for the operation of the Business as carried on at the date of this Agreement, and no member of the Group is in breach of any material agreement relating to Computer Systems. (b) To the best of the Issuer’s knowledge, the activities of each member of the Group does not infringe and have not infringed any rights to Computer Systems (including source codes) of any third party and do not make unauthorised use, and have not made unauthorised use, of any rights to Computer Systems (including source codes) owned by any third party. No claims have been received by any member of the Group in respect of any such infringement or unauthorised use.

Computer Systems. All computer software which is used in connection with the operation of the Business is either proprietary or held pursuant to a valid, legal and binding license agreement which is in full force and effect, and no event has occurred which would constitute an event of default under any applicable agreement or which, with the lapse of time, the giving of notice or both, would constitute an event of default under any applicable agreement. Other than written industry standard license agreements, each such program or system is complete and is not subject to any lien, claim, encumbrance, security interest, right, restriction, option or purchase obligation held by any person.

Computer Systems. UNFI has proper security safeguards in place to ensure the confidentiality of all of WFM’s data as contained in UNFI’s computer systems. All such systems will perform without material defect or error in compliance with the performance standards set forth in this Agreement. UNFI has a disaster recovery program in place to ensure that, in the event of a catastrophic destruction of any portion of UNFI’s computer systems, wherever located, UNFI will be able to recover all necessary data to continue to perform its obligations hereunder in substantially the time frames contemplated herein.

Computer Systems. Except as set forth in Schedule 3.27, none of the computer software, computer hardware (whether general or special purpose), telecommunications capabilities (including voice, data and video networks) and other similar or related items of automated, computerized, and/or software systems and any other networks or systems and related services that are used by or relied on by the Seller in the Business (i) has experienced bugs, failures, breakdowns, or continued substandard performance in the past twelve (12) months that has caused any material disruption or interruption in or to the use of any such systems by the Seller; or (ii) will require the consent or approval of any Person to be transferred to the Buyer in connection with the Closing.

Computer Systems. 5.7.1 In relation to the Seller’s Computer Systems and the Group Companies’ Computer Systems: (i) the present capacity, capability, functionality and performance of the Computer Systems are sufficient to satisfy the business requirements of the Group Companies as at the date hereof; (ii) there are no performance reductions or breakdowns of, or logical or physical intrusions to, any Computer Systems or losses of data which are having a material adverse effect on the business of the Group; (iii) each of the Computer Systems are owned by, leased by or licensed to the relevant Group Company; (iv) the Data Room contains accurate details of the Group’s current procedures with a view to security of the Computer Systems and data stored on them; (v) the data storage capability, functionality and performance of the Computer Systems are sufficient in all material respects to conduct the Group’s business (as it is now conducted); (vi) the Group Companies have full and unrestricted access to and use of the Computer Systems and no third party agreements or consents are required to enable the Group Companies to continue such access and use following Closing; and (vii) all material services relating to, and licences of, Computer Services are provided under written contracts with the Group (including maintenance and support, security, disaster recovery, management and utilisation (including escrow arrangements relating to the deposit of source codes, facilities management and computer bureau services agreements)) and true copies of which are included in the Data Room. 5.7.2 The Computer Systems are sufficient for the purposes of carrying on the business of the Group in the manner and to the extent carried on as at the date hereof. 5.7.3 All the operating data of the Group Companies (being data materially required for the Group Companies to be able to provide services to their customers, to ▇▇▇▇ such customers, pay their suppliers, manage and compensate their employees and maintain internal and external e-mail communications systems for their employees) has been regularly archived in soft copy form. 5.7.4 The Group Company has in its unencumbered possession or has unrestricted access to up-to-date and accurate source code for all material bespoke software which has been written or produced in-house by the Group. 5.7.5 Copies of all licences and escrow agreements relating to software material to the Group, either individually or in the aggregate, are included in the Data Roo...