Information Technology and Cybersecurity Sample Clauses

Information Technology and Cybersecurity. (a) The Corporate IT is operational and sufficient for the continued conduct of the Business in the ordinary course as of the Execution Date. Each member of the Company Group has taken reasonable steps, consistent with customary industry practice, designed to protect the security and integrity of all such Corporate IT, including having in place appropriate physical, organizational and technological security measures, processes and safeguards to secure the Corporate IT and business data from unauthorized use, copying, disclosure, modification, theft, destruction, threats and Disabling Codes. (b) In the past three (3) years, there has been no material security incident relating to the Corporate IT, and the Corporate IT is being used and operated in material compliance with all applicable Privacy Laws. (c) To the Seller’s Knowledge, no software or Corporate IT contains any Disabling Codes, and each member of the Company Group has implemented and maintains measures consistent with industry standards designed to prevent the introduction of Disabling Codes into the Corporate IT, including firewall protections and regular virus scans. (d) Each member of the Company Group maintains commercially reasonable data back-up procedures and data recovery procedures and tools designed to provide protection in the event of a failure of the Corporate IT. Disaster recovery plans are in place for and are designed to ensure that, in the event of a failure of the Corporate IT operated by or on behalf of the Business, such Corporate IT and the data contained therein can be recovered or replaced by the Company or a Subsidiary, as appropriate, without material disruption to the Business.

Information Technology and Cybersecurity. Except as would not reasonably be expected to have a Material Adverse Effect on the Company: (a) The IT Systems used in the conduct of the Company’s business: (i) operate and perform in accordance with their documentation and functional specifications; (ii) are adequate for, and operate and perform in all material respects as required in connection with, the needs and operation of Company’s business as currently conducted and are fulfilling the purposes for which they were acquired, licensed or established in an efficient manner without material downtime or errors; and (iii) are free from any bugs, computer virus, unauthorized disabling or erasing mechanism, worm, unauthorized software lock, drop dead device, Trojan horse, back door, trap door or time bomb or other software routines or hardware components that permit unauthorized access or the unauthorized disablement or erasure of the IT Systems. There has been no failure or other material substandard performance of any IT Systems which has caused any disruption to the business of the Company. (b) The Company has implemented with respect to the IT Systems used in its business commercially reasonable (i) steps to provide for backup, security and disaster recovery technology consistent with industry practices and (ii) actions (including implementing and monitoring compliance with administrative, technical and physical safeguards, policies, procedures and security measures that conform with all applicable contractual obligations and Privacy Laws) to protect the operation, confidentiality, integrity and security of its IT Systems and the information (including trade secrets and Personal Information) and data stored thereon or transmitted thereby, including from unauthorized use or access by third parties and from viruses and contaminants. The Company has carried out and documented reasonable security and technology audits, investigations, data mapping exercises, impact assessments, and other activities relating to the Company’s information security practices, and no such audits, investigations, assessments and/or reports have identified material risks and/or vulnerabilities in the Company IT Systems. (c) There has been no security breach of, or unauthorized use or access to, the Company IT Systems (including ransomware attacks), including any breach, which resulted in the unauthorized use, misappropriation, modification, encryption, corruption, disclosure or transfer of any information or data contained there...

Information Technology and Cybersecurity. Except as would not reasonably be expected to have a Material Adverse Effect: (a) The IT Systems used in the conduct of the Company’s and its Subsidiaries’ businesses: (i) operate and perform in accordance with their documentation and functional specifications and (ii) are free from any bugs, computer virus, unauthorized disabling or erasing mechanism, worm, unauthorized software lock, drop dead device, Trojan horse, back door, trap door or time bomb or other software routines or hardware components that permit unauthorized access or the unauthorized disablement or erasure of the IT Systems. There has been no failure or other material substandard performance of any IT Systems which has caused any disruption to the business of the Company or its Subsidiaries. (b) The Company and its Subsidiaries have implemented with respect to the IT Systems used in their business commercially reasonable (i) steps to provide for backup, security and disaster recovery technology consistent with industry practices and (ii) actions (including implementing and monitoring compliance with administrative, technical and physical safeguards, policies, procedures and security measures that conform with all applicable contractual obligations and Privacy Laws) to protect the operation, confidentiality, integrity and security of its IT Systems and the information (including trade secrets and Personal Information) and data stored thereon or transmitted thereby, including from unauthorized use or access by third parties and from viruses and contaminants. (c) There has been no security breach of, or unauthorized use or access to, the IT Systems (including ransomware attacks) which resulted in the unauthorized use, misappropriation, modification, encryption, corruption, disclosure or transfer of any information or data contained therein or transmitted thereby (including trade secrets and Personal Information).

Information Technology and Cybersecurity o Solution: AI-powered IT support and advanced cybersecurity systems. o Features: ▪ AI-driven help desk systems. ▪ Threat detection and incident response tools. ▪ Knowledge management systems. o Approach: Strengthen IT management and cybersecurity frameworks using AI-driven solutions.