Common use of Computer Systems Clause in Contracts

Computer Systems. 18.1 The Company is the owner of all elements of the Computer Equipment free from all Encumbrances. 18.2 The functions of the Company's business dependent on the Computer Systems, or in connection with which the Computer Systems are or have been used, are set out in the Disclosure Letter and the Computer Systems have sufficient capacity for the efficient carrying on of the Company's business as at the date of this Agreement. 18.3 Full details of the Computer Equipment and of all Computer Software are set out in the Disclosure Letter and true, complete and accurate copies of all licences, maintenance agreements, escrow agreements and (where the warranties have not expired) development agreements in respect of that Computer Software are included in the Disclosure Documents. The licences of that Computer Software have been complied with in all material respects by the Company and any restrictions in those licences do not adversely affect the present conduct of the Company's business. 18.4 All Intellectual Property in all Computer Software used by the Company (except that which is licensed to the Company as referred to in paragraph 18.3) is owned by the Company. 18.5 Full details of all maintenance and support agreements in place in respect of the Computer Systems are set out in the Disclosure Letter and true, complete and accurate copies are included in the Disclosure Documents. The maintenance and support provided under those agreements has been and remains sufficient for the full uninterrupted use of the Computer Systems. 18.6 The individual components and items which together constitute the Computer Systems are compatible with each other and are not to any material extent redundant. 18.7 The Company's employees at the date of this Agreement include a sufficient number of persons who are sufficiently technically competent and appropriately trained to ensure the proper operation and use of the Computer Systems. The Computer Systems are sufficiently documented to enable their full and proper use without reliance on the special knowledge or memory of any person. 18.8 No third party has any right to prevent the Company from continuing to use the Computer Systems except pursuant to provisions contained in the documents referred to in paragraph 18.3 and no such right has arisen or been purportedly exercised. 18.9 None of the Company's records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process whether computerised or not) which (including all means of access to or from such records, systems, controls, data or information) are not under the exclusive ownership and direct control of the Company. 18.10 The Company has a disaster recovery plan in respect of damage to or destruction of some or all of the Computer Systems which is prudent and which is designed to permit all of the critical functions of the Company's business which are run on the Computer Systems to be restored within 24 hours, the balance of functions being restored within 48 hours. 18.11 The Company has prudent procedures in place which are designed to ensure the security of the Computer Systems and data stored on it including by the use of properly administered and run password protection, data encryption, up to date industry standard virus checking software and procedures for taking and storing on site (at least once every 12 hours) and off site (at least once every 24 hours) back up copies of the Computer Software and all data stored on the Computer Equipment. 18.12 The Company is not a party to a facilities management agreement (whether as a provider or a recipient of services) nor is the Company a subscriber to or provider of bureau, out sourcing or similar services. 18.13 In the 12 month period immediately preceding the date of this Agreement, the Company has not suffered any failures or breakdowns of any of the Computer Systems. 18.14 The Company has in its possession or control all executable versions of all Computer Software in both source and object code except that which is licensed to the Company as referred to in paragraph 18.3. 18.15 The Computer Software is able to perform: 18.15.1 all the monetary transactions of the Company's business in euro in addition to sterling; and 18.15.2 any conversion and rounding requirements necessary to give effect to the substitution of sterling by the euro as the currency of the United Kingdom in accordance with all applicable legislation and regulations.

Computer Systems. 18.1 13.1 The Company is the owner of all elements of the Computer Equipment free from all Encumbrances. 18.2 13.2 The functions of the Company's business dependent on the Computer SystemsEquipment or the Computer Software, or in connection with which the Computer Systems Equipment or the Computer Software are or have been used, are set out disclosed in the Disclosure Letter and the Computer Systems have sufficient capacity for the efficient carrying on of the Company's business as at the date of this Agreementagreement. 18.3 13.3 Full details of the Computer Equipment used by the Company and of all Computer Software are set out in the Disclosure Letter and true, complete and accurate copies of all licences, maintenance agreements, escrow agreements and (where the warranties have not expired) development agreements in respect of that Computer Software are included in the Disclosure Documents. The licences of that Computer Software have been complied with in all material respects by the Company and any restrictions in those licences do not adversely affect the present conduct of the Company's businessbusiness or any plans for its conduct currently under consideration. 18.4 13.4 All Intellectual Property in all Computer Software used by the Company (except that which is licensed to the Company as referred to in paragraph 18.3) 13.3 or as otherwise disclosed in the Disclosure Letter, is owned by the Company. 18.5 13.5 Full details of all maintenance and support agreements in place in respect of the Computer Systems Equipment and/or Computer Software are set out in the Disclosure Letter and true, complete and accurate copies are included in the Disclosure Documents. The maintenance and support provided under those agreements has been and remains are sufficient for the full uninterrupted use of the Computer SystemsEquipment and/or Computer Software. 18.6 13.6 The individual components and items which together constitute the Computer Systems Equipment and the Computer Software are compatible with each other and are not to any material extent redundant. 18.7 13.7 The Company's employees at the date of this Agreement agreement include a sufficient number of persons who are sufficiently technically competent and appropriately trained to ensure the proper operation and use of the Computer SystemsSystems both before and after Completion. The Computer Systems are sufficiently documented to enable their full and proper use without reliance on the special knowledge or memory of any person. 18.8 13.8 No third party has any right to prevent the Company from continuing to use the Computer Systems except pursuant to provisions contained in the documents referred to in paragraph 18.3 13.3 and no such right has arisen or been purportedly exercised. 18.9 13.9 None of the Company's records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process whether computerised or not) which (including all means of access to or from such records, systems, controls, data or informationthereto and therefrom) are not under the exclusive ownership and direct control of the Company. 18.10 13.10 The Company has a disaster recovery plan in respect of damage to or destruction of some or all of the Computer Systems which is prudent and which is designed to would permit all of the critical functions of the Company's business which are run on the Computer Systems to be restored within 24 hours, the balance of functions being restored within 48 hours. The Company has tested that disaster recovery plan in the last twelve months and that test resulted in full restoration of those functions within those time scales. 18.11 13.11 The Company has prudent procedures in place which are designed to ensure the security of the Computer Systems and data stored on it including by the use of properly administered and run password protection, data encryption, up to date industry standard virus checking software and software, procedures for taking and storing on site (at least once every 12 hours) and off site (at least once every 24 hours) back up copies of the Computer Software and all data stored on the Computer Equipment. 18.12 13.12 The Company is not a party to a facilities management agreement (whether as a provider or a recipient of services) nor is the Company a subscriber to or provider of bureau, out sourcing or similar services. 18.13 13.13 In the 12 twelve month period immediately preceding the date of this Agreementagreement, the Company has not suffered any failures or breakdowns of any of the Computer Systems. 18.14 13.14 The Company has in its possession or control all executable versions of all Computer Software in both source and object code except that which is licensed to the Company as referred to in paragraph 18.313.3. 18.15 13.15 The Computer Software is able to perform: 18.15.1 13.15.1 all the monetary transactions of the Company's business in euro in addition to sterling; and 18.15.2 13.15.2 any conversion and rounding requirements necessary to give effect to the substitution of sterling by the euro as the currency of the United Kingdom in accordance with all applicable legislation and regulations.

Computer Systems. 18.1 The Company is the owner of all elements of the Computer Equipment free from all Encumbrances. 18.2 The functions of the Company's business dependent on the Computer Systems, or in connection with which the Computer Systems are or have been used, are set out in the Disclosure Letter and the Computer Systems have sufficient capacity for the efficient carrying on of the Company's business as at the date of this Agreement. 18.3 Full details of the Computer Equipment and of all Computer Software are set out in the Disclosure Letter and true, complete and accurate copies of all licences, maintenance agreements, escrow agreements and (where the warranties have not expired) development agreements in respect of that Computer Software are included in the Disclosure Documents. The licences of that Computer Software have been complied with in all material respects by the Company and any restrictions in those licences do not adversely affect the present conduct of the Company's business. 18.4 All Intellectual Property in all Computer Software used by the Company (except that which is licensed to the Company as referred to in paragraph 18.3) is owned by the Company. 18.5 Full details of all maintenance and support agreements in place in respect of the Computer Systems are set out in the Disclosure Letter and true, complete and accurate copies are included in the Disclosure Documents. The maintenance and support provided under those agreements has been and remains sufficient for the full uninterrupted use of the Computer Systems. 18.6 The individual components and items which together constitute the Computer Systems are compatible with each other and are not to any material extent redundant. 18.7 The Company's employees at the date of this Agreement include a sufficient number of persons who are sufficiently technically competent and appropriately trained to ensure the proper operation and use of the Computer Systems. The Computer Systems are sufficiently documented to enable their full and proper use without reliance on the special knowledge or memory of any person. 18.8 No third party has any right to prevent the Company from continuing to use the Computer Systems except pursuant to provisions contained in the documents referred to in paragraph 18.3 and no such right has arisen or been purportedly exercised. 18.9 12.1 None of the CompanyGroup's records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process processes whether computerised or not) which (including all means of access to or from such records, systems, controls, data or informationthereto and therefrom) are not under the exclusive ownership and direct control of the CompanyGroup. 18.10 12.2 The Company has a disaster Computer Systems have been satisfactorily maintained and have the benefit of the maintenance agreements specified in the Disclosure Letter. 12.3 Disaster recovery plan plans, copies of which are set out in respect the Disclosure Letter, are in effect and in the opinion of damage the Warrantors are adequate to or destruction of some or all of ensure that the Computer Systems which is prudent and which is designed can be replaced or substituted without material disruption to permit all the business of the critical functions of Group. 12.4 In the Company's business which are run on event that any person providing maintenance or support services for the Computer Systems ceases or is unable to be restored within 24 hoursdo so, the balance Group has all necessary rights to obtain the source code and all related technical and other information to procure the carrying out of functions being restored within 48 hourssuch services by the Group's own employees or by a third party. 18.11 12.5 The Company Group has prudent procedures in place which are designed technically competent and trained employees to ensure the security of the Computer Systems proper handling operation monitoring and data stored on it including by the use of properly administered and run password protection, data encryption, up to date industry standard virus checking software and procedures for taking and storing on site (at least once every 12 hours) and off site (at least once every 24 hours) back up copies of the Computer Software and all data stored on the Computer Equipment. 18.12 The Company is not a party to a facilities management agreement (whether as a provider or a recipient of services) nor is the Company a subscriber to or provider of bureau, out sourcing or similar services. 18.13 In the 12 month period immediately preceding the date of this Agreement, the Company has not suffered any failures or breakdowns of any of the Computer Systems. 18.14 12.6 The Group has adequate procedures to ensure internal and external security of the Computer Systems including procedures for taking and storing, on-site and off-site, back-up copies of computer programs and data. 12.7 No Group member is currently materially in breach of the terms of any warranty (express or implied), licence, systems supply, data supply, maintenance, service or services agreement with any of its suppliers or customers in respect of Computer Systems. 12.8 The Group is registered under the Data Protection ▇▇▇ ▇▇▇▇ and, to the extent necessary, has notified the Data Protection Commissioner under the Data Protection Act 1998 and no individual has claimed compensation from the Company under the Data Protection Acts 1984 and 1998. 12.9 The Group has duly complied with and currently complies with all requirements under the Data Protection Acts 1984 and 1998 including, without limitation: 12.9.1 the data protection principles set out under the Data Protection Acts 1984 and 1998; 12.9.2 requests from individuals for access to personal data held by it; 12.9.3 the requirements relating to the registration and/or notification of processing of personal data; 12.9.4 where necessary, under the Data Protection Acts 1984 and 1998, the consent of the data subjects to the processing of personal data relating to them has been obtained. 12.10 The Group has not received a notice from or been subject to enquiries by the Data Protection Registrar or Commissioner regarding non-compliance or alleged non-compliance by the Group with any provision of the Data Protection Acts 1984 and 1998 (including, without limitation, the data protection principles). 12.11 No individual has alleged that any member of the Group has failed to comply with the provisions of the Data Protection Acts 1984 and 1998 or claimed compensation from the Company under that Act including for unauthorised disclosure of personal data. 12.12 The data utilised by the Group in its possession or control all executable versions of all Computer Software in both source and object code except that which is licensed business and/or transferred by the Group to the Company Group's customers and/or business partners has been lawfully obtained and the Group is entitled to use the same, transfer the same and grant such rights therein as referred it grants to its customers and/or business partners in paragraph 18.3respect of the use of such data. 18.15 12.13 No Group member uses any computer software other than software accurate details of which are summarised in the Disclosure Letter, and Standard Software. 12.14 Each Group member possesses all necessary licences with respect to its use of third party software and no licence terms have been breached by any Group member. 12.15 The rights of the Group members to use the Computer Systems will not be affected by the execution of this Agreement or the transaction effected by this Agreement. 12.16 There are no royalties, licence fees or other fees payable in connection with the use of any part of the Computer Systems other than as expressly set out in the computer contracts appended to the Disclosure Letter. 12.17 All Proprietary Software is able to perform: 18.15.1 all the monetary transactions of the Company's business vested in euro in addition to sterling; and 18.15.2 any conversion and rounding requirements necessary to give effect to the substitution of sterling is legally and beneficially owned solely by the euro a Group member. So far as the currency of the United Kingdom in accordance Warrantors are aware no third party has asserted or threatened to assert any ownership rights or other adverse claims with all applicable legislation and regulationsregard to any Proprietary Software.

Computer Systems. 18.1 The Company is the owner of all elements of the Computer Equipment free from all Encumbrances. 18.2 The functions of the Company's business dependent on the Computer Systems, or in connection with which the Computer Systems are or have been used, are set out in the Disclosure Letter and the Computer Systems have sufficient capacity for the efficient carrying on of the Company's ’s business as at the date of this Agreementagreement. 18.3 Full details of the Computer Equipment and of all Computer Software are set out in the Disclosure Letter and true, complete and accurate copies of all licences, maintenance agreements, escrow agreements and (where the warranties have not expired) development agreements in respect of that Computer Software are included in the Disclosure Documents. The licences of that Computer Software have been complied with in all material respects by the Company and any restrictions in those licences do not adversely affect the present conduct of the Company's ’s business. 18.4 All Intellectual Property in all Details of any Computer Software used by the Company (except that in which is licensed to the Company as referred to in paragraph 18.3) Intellectual Property is owned by the CompanyCompany are set out in the Disclosure Letter. 18.5 Full details True, complete and accurate copies are included in the Disclosure Documents of all maintenance and support agreements in place in respect of the Computer Systems are set out in the Disclosure Letter and true, complete and accurate copies are included in the Disclosure DocumentsSystems. The maintenance and support provided under those agreements has been and remains are sufficient for the full uninterrupted use of the Computer Systems. 18.6 The individual components and items which together constitute the Computer Systems are compatible with each other and so far as the Sellers are aware, are not to any material extent redundant. 18.7 The Company's ’s employees at the date of this Agreement agreement include a sufficient number of persons who are sufficiently technically competent and appropriately trained to ensure the proper operation and use of the Computer Systems. The Computer Systems are sufficiently documented to enable their full and proper use without reliance on the special knowledge or memory of any person. 18.8 No third party has any right to prevent the Company from continuing to use the Computer Systems except pursuant to provisions contained in the documents referred to in paragraph 18.3 and no such right has arisen or been purportedly exercisedexercised or, so far as the Sellers are aware, has arisen. 18.9 None of the Company's ’s records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process whether computerised or not) which (including all means of access to or from such records, systems, controls, data or information) are not under the exclusive ownership and direct control of the Company. 18.10 The Company has a disaster recovery plan in respect of damage to or destruction of some or all of the Computer Systems which is prudent and which is designed to permit all of the critical functions of the Company's business which are run on the Computer Systems to be restored within 24 hours, the balance of functions being restored within 48 hours. 18.11 The Company has prudent procedures in place which are designed to ensure the security of the Computer Systems and data stored on it including by the use of properly administered and run password protection, data encryption, up to encryption and up-to-date industry standard virus checking software software. Full and accurate details of the Company’s procedures for taking and storing on site (at least once every 12 hours) and off site (at least once every 24 hours) back up copies of the Computer Software and all data stored on the Computer EquipmentEquipment are set out in document PD5 in the Disclosure Documents. 18.12 18.11 The Company is not a party to a facilities management agreement (whether as a provider or a recipient of services) nor is the Company a subscriber to or provider of bureau, out sourcing or similar services. 18.13 18.12 In the 12 month period immediately preceding the date of this Agreementagreement, the Company has not suffered any failures failure or breakdowns breakdown of any of the Computer SystemsSystems which caused a material interruption to its business. 18.14 18.13 The Company has in its possession or control all executable versions of all bespoke Computer Software in both source and object code except that which is licensed as disclosed pursuant to the paragraph 18.3. The Company has in its possession or control all executable versions of all non-bespoke Computer Software in object code as referred disclosed pursuant to in paragraph 18.3. 18.15 18.14 The Computer Software is able to perform: 18.15.1 perform where necessary for the Company’s business all the monetary transactions of the Company's ’s business in euro euro, in HK dollars and in US dollars in addition to sterling; and 18.15.2 any conversion and rounding requirements necessary to give effect to the substitution of sterling by the euro as the currency of the United Kingdom in accordance with all applicable legislation and regulations.