Common use of Information Technology and Data Protection Clause in Contracts

Information Technology and Data Protection. (a) The Systems used in connection with the Business are adequate for the current needs of that business, including without limitation as to the system capacity and ability to process current peak volumes in a timely manner. (b) In the 12 months prior to the date hereof the Company and the Subsidiaries have not suffered and to the Company’s Knowledge no other Person has suffered any failures or bugs in or breakdowns of any System used in connection with the Business which have caused any substantial disruption or interruption in or to its use and to the Company’s Knowledge there is no fact or matter which may so disrupt or interrupt or affect the use of such equipment following the acquisition by the Buyer of the Shares pursuant to this Agreement on the same basis as it is presently used. (c) All Systems used in the Business are Data Compliant. (d) None of the software or technical manuals used by the Company or its Subsidiaries has been copied wholly or substantially from any material in which the Company or its Subsidiary does not own copyright. (e) All Systems, excluding software, used in the Business are owned and operated by and are under the control of the Company and are not wholly or partly dependent on any facilities which are not under the ownership, operation or control of the Company. No action will be necessary to enable such Systems to continue to be used in the Business to the same extent and in the same manner as they have been used prior to the date hereof. (f) The Systems used in connection with the Business are and will continue to be capable of receiving and processing data (including, without limitation, effecting conversions between the Euro and national currencies, calculating and producing dual and multi-currency invoices, performing triangulation calculations and processing day-counts for the purpose of interest rate calculations) in accordance with the provisions of Council Regulation 1103/97 and any other regulation or relevant applicable legislation from time to time made pursuant to the Treaty of Rome (together the “European Regulations”) and any market conversion that is attributable to the provisions of the European Regulations or their subject matter. (g) The Company and the Subsidiaries are validly licensed to use the software used in the Business and no action will be necessary to enable it to continue to use such software to the same extent and in the same manner as they have been used prior to the date hereof. (h) The Company and the Subsidiaries comply in full with, and have in place all necessary registrations/notifications and procedures to comply with the Data Protection ▇▇▇ ▇▇▇▇ and the Data Protection ▇▇▇ ▇▇▇▇. In particular, the Company and the Subsidiaries have set up procedures to obtain all necessary consents and to ensure compliance with the information provision requirements of the Data Protection ▇▇▇ ▇▇▇▇.

Appears in 2 contracts

Sources: Share Purchase Agreement (Purpose Financial Holdings, Inc.), Share Purchase Agreement (Purpose Financial Holdings, Inc.)

Information Technology and Data Protection. (a) The 14.1 Except as disclosed in Disclosure Schedule 14.1, the Systems used in connection with the Business are adequate for the current immediate and future needs of that businessthe Business, including without limitation as to the system capacity and ability to process current peak volumes in a timely manner. (b) 14.2 In the 12 months prior to the date hereof the Company and the Subsidiaries Acquired Companies have not suffered and and, to the Company’s Knowledge knowledge of the Vendor, no other Person has suffered any failures or bugs in or breakdowns of any System used in connection with the Business which have caused any substantial disruption or interruption in or to its use and to the Company’s Knowledge knowledge of the Vendor, there is no fact or matter which may so disrupt or interrupt or affect the use of such equipment following the acquisition by the Buyer Purchaser of the Purchased Shares pursuant to this Agreement on the same basis as it is presently used. (c) All Systems used in the Business are Data Compliant. (d) 14.3 None of the software or technical manuals used by any of the Company or its Subsidiaries has Acquired Companies have been copied wholly or substantially from any material in which any of the Company or its Subsidiary does Acquired Companies do not own copyright. (e) All 14.4 Except as disclosed in Disclosure Schedule 14.4, all Systems, excluding software, used in the Business are owned and operated by and are under the control of the relevant Acquired Company and are not wholly or partly dependent on any facilities which are not under the ownership, operation or control of the any Acquired Company. No Except as disclosed in Disclosure Schedule 14.4, no action will be necessary to enable such Systems systems to continue to be used in the Business to the same extent and in the same manner as they have been used prior to the date hereof. (f) The Systems used 14.5 Except as disclosed in connection with the Business are and will continue to be capable of receiving and processing data (includingDisclosure Schedule 14.5, without limitation, effecting conversions between the Euro and national currencies, calculating and producing dual and multi-currency invoices, performing triangulation calculations and processing day-counts for the purpose of interest rate calculations) in accordance with the provisions of Council Regulation 1103/97 and any other regulation or relevant applicable legislation from time to time made pursuant to the Treaty of Rome (together the “European Regulations”) and any market conversion that each Acquired Company is attributable to the provisions of the European Regulations or their subject matter. (g) The Company and the Subsidiaries are validly licensed to use the software used in the Business its business and no action will be necessary to enable it to continue to use such software to the same extent and in the same manner as they have been used prior to the date hereof. (h) 14.6 Except as disclosed in Disclosure Schedule 14.6, the software used in the Business does not contain, use, incorporate or otherwise include any Open Source Software that is material to the operations of the Business. 14.7 The Company only website accessible by the Internet and the Subsidiaries comply used in full with, and have in place all necessary registrations/notifications and procedures to comply connection with the Data Protection ▇▇▇ ▇▇▇▇ and the Data Protection ▇▇▇ Business is at ▇▇▇▇. In particular, the Company and the Subsidiaries have set up procedures to obtain all necessary consents and to ensure compliance with the information provision requirements of the Data Protection ▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the “Website”). 14.8 Except as disclosed in Disclosure Schedule 14.8, the Website: (a) has not had any issue that has adversely affected its availability, users or the ability of the Acquired Companies to carry on its Business; (b) has not been subject to, or used in connection with, any denial of service or other cyber attack; or (c) is not hosted outside of the European Economic Area. 14.9 Except as disclosed in Disclosure Schedule 14.9, the Website: (a) is hosted using adequate server capacity, and is otherwise able, to deal with peak user volumes in a timely manner; (b) has terms of use currently available on it, which apply to all Persons that have used such Website; and (c) is used for information purposes only and not for transactional purposes.

Appears in 1 contract

Sources: Share Purchase Agreement (Liminal BioSciences Inc.)