Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entity, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 14 contracts
Sources: Underwriting Agreement (APRINOIA Therapeutics Inc.), Underwriting Agreement (APRINOIA Therapeutics Inc.), Underwriting Agreement (Harden Technologies Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s knowledge, the Company and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (collectively, the “Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same, except in each case as would not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 14 contracts
Sources: Equity Distribution Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptantsmalware. The Company and its Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except in each case that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or for those that have been remedied without material cost or liability or the duty to notify any other personPerson, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or Governmental Entity, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except in each case that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 11 contracts
Sources: Underwriting Agreement (Mixed Martial Arts Group LTD), Underwriting Agreement (Entero Therapeutics, Inc.), Underwriting Agreement (iSpecimen Inc.)
Cybersecurity; Data Protection. To The Issuer and the best knowledge subsidiaries of the Company after due inquiry, the CompanyIssuer’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company Issuer and its Subsidiaries the subsidiaries of the Issuer as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company Issuer and its Subsidiaries the subsidiaries of the Issuer have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other personliability, nor any incidents under internal review or investigations relating to the same. The Company Issuer and its Subsidiaries the subsidiaries of the Issuer are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 10 contracts
Sources: Underwriting Agreement (Prologis, Inc.), Underwriting Agreement (Prologis, Inc.), Underwriting Agreement (Prologis, L.P.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted. To the knowledge of the Company, the IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptantscorruptants designed to permit unauthorized access or activity. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to samesuch IT Systems or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the samesuch IT Systems or Personal Data. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes applicable to the Company or its subsidiaries and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority having jurisdiction over the Company or its subsidiaries, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 8 contracts
Sources: Purchase Agreement (Sunnova Energy International Inc.), Purchase Agreement (Sunnova Energy International Inc.), Underwriting Agreement (Sunnova Energy International Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and or its Subsidiaries subsidiaries as currently conducted, conducted and are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptantscorruptants that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase any software material to the business of the Company or its subsidiaries. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data processed thereby (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to samethe same which would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, all internal policies and all contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 7 contracts
Sources: Underwriting Agreement (Disco (Guernsey) Holdings L.P. Inc.), Underwriting Agreement (Accenture PLC), Underwriting Agreement (Duck Creek Technologies, Inc.)
Cybersecurity; Data Protection. To Except as would not reasonably be expected, individually or in the best knowledge of the Company after due inquiryaggregate, to have a Material Adverse Effect, the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or controlled by the Company and its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business businesses of the Company and its Subsidiaries subsidiaries as currently conducted, and are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data stored therein (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other personremedied, nor are there any incidents under internal review or investigations relating to the same. The Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 7 contracts
Sources: Underwriting Agreement (Southwest Gas Holdings, Inc.), Underwriting Agreement (Centuri Holdings, Inc.), Underwriting Agreement (Centuri Holdings, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s and its Subsidiaries’ The information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) ), to the knowledge of the Company, are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used collected, used, stored or processed in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other personperson or entity, nor any incidents under internal review or investigations relating to the same. The Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, as well as applicable internal policies and contractual obligations of the Company or its subsidiaries, relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 6 contracts
Sources: Underwriting Agreement (Revolution Medicines, Inc.), Underwriting Agreement (Revolution Medicines, Inc.), Underwriting Agreement (Revolution Medicines, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the The Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards (including backup and disaster recovery technology) designed to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businessesits business, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are is presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 5 contracts
Sources: Underwriting Agreement (Foresight Acquisition Corp. II), Underwriting Agreement (Foresight Acquisition Corp. II), Underwriting Agreement (Foresight Acquisition Corp.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably believed by the Company to be adequate in all material respects for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its Subsidiaries subsidiaries as currently conductedconducted and, to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businessesthe business of the Company and its subsidiaries as currently conducted. To the knowledge of the Company, and there have been no material breaches, violations, outages or unauthorized uses of or accesses to samePersonal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same, except as otherwise disclosed in the Registration Statement, Time of Sale Information or the Prospectus. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for such failures as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 5 contracts
Sources: Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the The Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably believed by the Company to be adequate in all material respects for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its Subsidiaries subsidiaries as currently conductedconducted and, to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards (and including all personal, personally identifiable, sensitive, confidential or regulated data data) (“Personal IT Data”)) used in connection with their businessesand, and to the knowledge of the Company there have been no material breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the sameliability. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entity, court or arbitrator or governmental or regulatory authority and internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal IT Data and to the protection of such IT Systems and Personal IT Data from unauthorized use, access, misappropriation or modification, except for such failures as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 5 contracts
Sources: Purchase Agreement (Healthequity, Inc.), Purchase Agreement (Healthequity, Inc.), Underwriting Agreement (Healthequity, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s The Partnership and its Subsidiariescontrolled affiliates’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company Partnership and its Subsidiaries controlled affiliates as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company Partnership and its Subsidiaries controlled affiliates have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been (i) no breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any and (ii) no incidents under internal review or investigations relating to the samesame except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Company Partnership and its Subsidiaries controlled affiliates are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliates, and all internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 4 contracts
Sources: Underwriting Agreement (Brookfield Renewable Partners L.P.), Underwriting Agreement (Brookfield Renewable Corp), Underwriting Agreement (Brookfield Renewable Corp)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems Systems, material confidential information and data (including all personal, personally identifiable, sensitive, confidential or regulated identifiable and sensitive personal data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems Systems, Personal Data, and Personal Data material confidential information and to the protection of such IT Systems Systems, Personal Data, and Personal Data material confidential information from unauthorized use, access, misappropriation or modification.
Appears in 4 contracts
Sources: Underwriting Agreement (Globant S.A.), Underwriting Agreement (Globant S.A.), Underwriting Agreement (Globant S.A.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably believed by the Company to be adequate in all material respects for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its Subsidiaries subsidiaries as currently conductedconducted and, to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businessesthe business of the Company and its subsidiaries as currently conducted, and and, to the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for such failures as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Sources: Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc)
Cybersecurity; Data Protection. To the best knowledge of the (i) The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and are, to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The , (ii) the Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor nor, to the knowledge of the Company, any incidents under internal review or investigations relating to the same. The , and (iii) the Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except, with respect to each of clauses (i) through (iii), as would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 4 contracts
Sources: Underwriting Agreement (Automatic Data Processing Inc), Underwriting Agreement (Automatic Data Processing Inc), Underwriting Agreement (Automatic Data Processing Inc)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably believed by the Company to be adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conductedconducted and, to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not reasonably expected to have a Material Adverse Effect. The To the knowledge of the Company, (i) there have been no breaches or violations of (or unauthorized access to) the Company or its subsidiaries’ IT Systems or any personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed or stored by or on behalf of the Company or its subsidiaries, nor are there any pending internal investigations relating to the same, (ii) the Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or (iii) the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in compliance in all material respects with all applicable laws or laws, statutes and all judgments, orders, rules and regulations of any Governmental Entity, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and Data, in each case except as disclosed in the Registration Statement, the Prospectus or the General Disclosure Package or as would not reasonably be expected to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationhave a Material Adverse Effect.
Appears in 4 contracts
Sources: Underwriting Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the The Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are materially adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted. To the Company’s knowledge, free and clear the IT Systems that are critical to the operation of all the Company’s business contain no material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have has implemented and maintained commercially reasonable controlsphysical, policies, procedures, technical and safeguards administrative controls reasonably designed to maintain and protect their material confidential information and (a) the integrity, continuous operation, redundancy integrity and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (b) “Personal Data”)) ,” used in connection with their businessesits business. “Personal Data” means any information within any definition for “personal information” or any similar term (e.g., and “personal data” or “personally identifiable information” or “PII”) provided by applicable Privacy Laws. To the Company’s knowledge, there have been no material breaches, violations, outages or unauthorized uses of or accesses to samethe Company’s IT Systems and no material unauthorized uses or access to Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The To the Company’s knowledge, the Company and its Subsidiaries are is presently in material compliance with all applicable laws or statutes and all judgmentsjudgments and orders binding on the Company, orders, applicable binding rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations obligations, each relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 4 contracts
Sources: Underwriting Agreement (Vera Therapeutics, Inc.), Underwriting Agreement (Vera Therapeutics, Inc.), Underwriting Agreement (Vera Therapeutics, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s Each BRP Party and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company each BRP Party and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company Each BRP Party and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of each BRP Party, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that would not reasonably be expected to have a Material Adverse Effect or that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company Each BRP Party and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 4 contracts
Sources: Underwriting Agreement (BRP Group, Inc.), Underwriting Agreement (BRP Group, Inc.), Underwriting Agreement (BRP Group, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards reasonably designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all material IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any material incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (Northwest Natural Holding Co), Underwriting Agreement (Northwest Natural Holding Co), Underwriting Agreement (Northwest Natural Holding Co)
Cybersecurity; Data Protection. To the best knowledge of (i) Except as would not reasonably be expected to have a Material Adverse Effect, the Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The ; (ii) the Company and its Subsidiaries subsidiaries have implemented and maintained or are in the process of implementing commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businessesthe operation of the business of the Company and its subsidiaries as currently conducted; (iii) except as would not reasonably be expected to have a Material Adverse Effect, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The ; and (iv) except as would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 3 contracts
Sources: Underwriting Agreement (Humanigen, Inc), Sales Agreement (Humanigen, Inc), Underwriting Agreement (Humanigen, Inc)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s knowledge, it and each of its Subsidiaries’ subsidiaries information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have has implemented and maintained maintains commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their its businesses, and to the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor are there any material incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (DiaMedica Therapeutics Inc.), Underwriting Agreement (Icad Inc), Purchase Agreement (Liqtech International Inc)
Cybersecurity; Data Protection. To the best knowledge of Except as would not reasonably be expected to have a Material Adverse Effect, the Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and to the knowledge of the Company are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, except as would not reasonably be expected to have a Material Adverse Effect, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor are any such material incidents under internal review or investigations relating investigations. Except as would not reasonably be expected to have a Material Adverse Effect, the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and material contractual obligations to which the Company and its subsidiaries are bound relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 3 contracts
Sources: Underwriting Agreement (Atara Biotherapeutics, Inc.), Underwriting Agreement (Atara Biotherapeutics, Inc.), Underwriting Agreement (Atara Biotherapeutics, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably believed by the Company to be adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conductedconducted and, to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not reasonably expected to have a Material Adverse Effect. The To the knowledge of the Company, (i) there have been no breaches or violations of (or unauthorized access to) the Company or its subsidiaries’ IT Systems or any personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed or stored by or on behalf of the Company or its subsidiaries, nor are there any pending internal investigations relating to the same, (ii) the Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or (iii) the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in compliance in all material respects with all applicable laws or laws, statutes and all judgments, orders, rules and regulations of any Governmental Entity, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and Data, in each case except as disclosed in the Registration Statement, the Prospectus or the Time of Sale Prospectus or as would not reasonably be expected to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationhave a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc)
Cybersecurity; Data Protection. To the best knowledge of Except as would not reasonably be expected to result in a Material Adverse Effect, the Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other personperson or for any such breaches, violations, outages or unauthorized uses or accesses to the same that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 3 contracts
Sources: Underwriting Agreement (Colfax CORP), Underwriting Agreement (Colfax CORP), Underwriting Agreement (Colfax CORP)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s and its SubsidiariesControlled Entities’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its Subsidiaries Controlled Entities as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries Controlled Entities have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries Controlled Entities are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitygovernmental entity, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure of any of the foregoing would not have a Material Adverse Change.
Appears in 3 contracts
Sources: Underwriting Agreement (EShallGo Inc.), Underwriting Agreement (EShallGo Inc.), Underwriting Agreement (EShallGo Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, conducted free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those except, in each case, that would not, individually or in the aggregate, have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the samea Material Adverse Effect. The Company and each of its Subsidiaries subsidiaries are presently in material compliance with all internal and external privacy policies, contractual obligations, industry standards, applicable laws or statutes and all laws, statutes, judgments, orders, binding rules and regulations of any Governmental Entity, internal policies court or arbitrator or other governmental or regulatory authority that has jurisdiction over the Company or its subsidiaries and contractual any other applicable legal obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 3 contracts
Sources: Underwriting Agreement (Bowhead Specialty Holdings Inc.), Underwriting Agreement (Bowhead Specialty Holdings Inc.), Underwriting Agreement (Bowhead Specialty Holdings Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the The Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, and, to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businessesits business, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are is presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (890 5th Avenue Partners, Inc.), Underwriting Agreement (890 5th Avenue Partners, Inc.), Underwriting Agreement (890 5th Avenue Partners, Inc.)
Cybersecurity; Data Protection. To the best knowledge of Except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conductedconducted and (ii) to the knowledge of the Company, the IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy integrity and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses. The Company and each of its subsidiaries maintain commercially reasonable disaster recovery and business continuity plans, procedures and facilities. Except as would not reasonably be expected to have a Material Adverse Effect, there have been no breaches, violations, outages violations or unauthorized uses of or accesses to samethe IT Systems or Personal Data (collectively, except for those that have been remedied without material cost or liability or the duty to notify any other person“Security Incidents”), nor any incidents Security Incidents under internal review or investigations relating investigations. Except as would not reasonably be expected to have, individually or in the same. The aggregate, a Material Adverse Effect, the Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 3 contracts
Sources: Purchase Agreement (Sba Communications Corp), Purchase Agreement (Sba Communications Corp), Purchase Agreement (Sba Communications Corp)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (Southern National Bancorp of Virginia Inc), Underwriting Agreement (Synovus Financial Corp), Underwriting Agreement (Synovus Financial Corp)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware bombs and other corruptantsmalware. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except in each case that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority that has jurisdiction over the Company and its subsidiaries, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except in each case that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Trean Insurance Group, Inc.), Underwriting Agreement (Trean Insurance Group, Inc.)
Cybersecurity; Data Protection. To the best knowledge Company’s knowledge, there has been no security breach or incident, attack, or other compromise of or relating to any of the Company after due inquiry, the Company’s and or its Subsidiaries’ subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websitesdata and databases (including the data of their respective customers, applicationsemployees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and databases any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”): (B) are adequate forneither the Company nor its subsidiaries have been notified of, and operate each of them have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or incident, attack or other compromise to their IT Systems and perform as required in connection with the operation of the business of Data and (C) the Company and its Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable appropriate controls, policies, procedures, and technological safeguards reasonably likely to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and data (including all personalData reasonably consistent with industry standards and practices, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the sameas required by applicable regulatory standards. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not be reasonably expected to result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (89bio, Inc.), Underwriting Agreement (89bio, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other personliability, nor any material incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as has not and would not reasonably be expected to result in liability material to the Company and its subsidiaries, taken as a whole.
Appears in 2 contracts
Sources: Underwriting Agreement (Q2 Holdings, Inc.), Underwriting Agreement (Q2 Holdings, Inc.)
Cybersecurity; Data Protection. To the best knowledge of Except as would not reasonably be expected to have a Material Adverse Effect, the Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any material incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 2 contracts
Sources: Sales Agreement (iTeos Therapeutics, Inc.), Underwriting Agreement (iTeos Therapeutics, Inc.)
Cybersecurity; Data Protection. To Except as would not reasonably be expected, individually or in the best knowledge of the Company after due inquiryaggregate, to have a Material Adverse Effect, the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases owned or controlled by the Company and its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business businesses of the Company and its Subsidiaries subsidiaries as currently conducted, and are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data stored therein (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other personremedied, nor are there any incidents under internal review or investigations relating to the same. The Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 2 contracts
Sources: Underwriting Agreement (Centuri Holdings, Inc.), Underwriting Agreement (Centuri Holdings, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conductedconducted and, to the knowledge of Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or identifiable data that is regulated data by Privacy Laws (as defined below) (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entity, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationmodification (the “Privacy Laws”) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Distribution Agreement (Axon Enterprise, Inc.), Underwriting Agreement (Axon Enterprise, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and, to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that as would not, individually or in the aggregate, reasonably be expected to have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the samea Material Adverse Effect. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Ultragenyx Pharmaceutical Inc.), Underwriting Agreement (Amicus Therapeutics, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and assets, equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and to the Company’s knowledge are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptantscorruptants except those that would not, singly or in the aggregate, result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and appropriate safeguards designed to maintain and protect their material confidential information and the integrity, continuous operationavailability, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or otherwise regulated personal data (“Personal Data”)) used in connection with their businessesrespective businesses reasonably consistent with industry standards and practices, and or as required by applicable regulatory standards, and, to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses access to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same, except, in each case, for those that would not, singly or in the aggregate, result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entity, internal policies and contractual obligations court or arbitrator or governmental or regulatory authority relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationmodification except where such non-compliance would not, would not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Sales Agency Agreement (Community Healthcare Trust Inc), Sales Agency Agreement (Community Healthcare Trust Inc)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conductedconducted and are, to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 2 contracts
Sources: Underwriting Agreement (Circle Internet Group, Inc.), Underwriting Agreement (Circle Internet Group, Inc.)
Cybersecurity; Data Protection. To Except as would not, individually or in the best knowledge of aggregate, reasonably be expected to have a Material Adverse Effect (i) the Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conductedconducted and, to the knowledge of the Company and its subsidiaries, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The ; (ii) the Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, safeguards and safeguards other measures to maintain and protect their material confidential information and the integrity, continuous operation, redundancy availability and security of all the IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The ; and (iii) the Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes (including, but not limited to, the European Union General Data Protection Regulation and the Israeli Privacy Protection Regulations, Information, Security, 2017) and all applicable judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 2 contracts
Sources: Underwriting Agreement (Tufin Software Technologies Ltd.), Underwriting Agreement (Tufin Software Technologies Ltd.)
Cybersecurity; Data Protection. To The Company Group, its subsidiaries’ and the best knowledge of the Company after due inquiry, the Company’s and its SubsidiariesJVs’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company Group, its subsidiaries and its Subsidiaries the JVs as currently conducted, and are, to the knowledge of the Company Group, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company Group, its subsidiaries and its Subsidiaries the JVs have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company Group, its subsidiaries and its Subsidiaries the JVs are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 2 contracts
Sources: Underwriting Agreement (Lumexa Imaging Holdings, Inc.), Underwriting Agreement (Lumexa Imaging Holdings, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the The Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards (including backup and disaster recovery technology) to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businessesits business, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are is presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Constitution Acquisition Corp.), Underwriting Agreement (Constitution Acquisition Corp.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and are, to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained maintain commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) collected, stored, or used in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations investigation relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 2 contracts
Sources: Underwriting Agreement (Sovos Brands, Inc.), Underwriting Agreement (Sovos Brands, Inc.)
Cybersecurity; Data Protection. To Except as would not reasonably be expected, individually or in the best knowledge of aggregate, to have a Material Adverse Effect: (i) the Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The , (ii) the Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The , and (iii) the Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 2 contracts
Sources: Underwriting Agreement (Seres Therapeutics, Inc.), Underwriting Agreement (Seres Therapeutics, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s and its SubsidiariesThe Partnership Entities’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries Partnership Entities as currently conducted, to the Partnership’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries Partnership Entities have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and to the knowledge of the Partnership, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except nor any incidents under internal review or investigations relating to the same, except, in each case, for those that have been remedied remedied, or are reasonably expected to be remediated, without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries Partnership Entities are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 2 contracts
Sources: Purchase Agreement (Equitrans Midstream Corp), Purchase Agreement (Equitrans Midstream Corp)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s and its Subsidiaries’ The information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases of the Company and each of its subsidiaries (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, and to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and each of its Subsidiaries have subsidiaries has implemented and maintained maintains commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their its businesses, and to the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor are there any material incidents under internal review or investigations relating to the same. The Company and each of its Subsidiaries are subsidiaries is presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 2 contracts
Sources: Underwriting Agreement (Super League Gaming, Inc.), Underwriting Agreement (Super League Gaming, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Pinnacle Financial Partners, Inc.), Underwriting Agreement (Synovus Financial Corp)
Cybersecurity; Data Protection. To the best knowledge of Except as would not reasonably be expected to result in a Material Adverse Effect, the Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Except as would not reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 2 contracts
Sources: Underwriting Agreement (Horace Mann Educators Corp /De/), Underwriting Agreement (Horace Mann Educators Corp /De/)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and assets, equipment, computers, systems, networks, software, hardware, softwarecomputers, websites, applications, applications and databases (collectively, “IT Systems”) are reasonably adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conductedconducted and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (data, including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there have been no breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries subsidiaries are presently presently, and for the past five years were, in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data collected, stored, processed, transferred, disclosed or used by the Company or its subsidiaries and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 2 contracts
Sources: Underwriting Agreement (R1 RCM Inc. /DE), Underwriting Agreement (R1 RCM Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the The Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably adequate for, and operate and perform as required in connection with all material respects for the operation of the business of the Company and its Subsidiaries as currently conducted, and, to the knowledge of the Company and the Guarantors, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and, except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company and the Guarantors, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 2 contracts
Sources: Purchase Agreement (Harrow, Inc.), Purchase Agreement (Harrow, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiryExcept as would not reasonably be expected to have a Material Adverse Effect, the Company’s, the LLC’s and its Subsidiariestheir respective subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with with, the operation of the business of the Company Company, the LLC and its Subsidiaries their respective subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company Company, the LLC and its Subsidiaries their respective subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company Except as would not reasonably be expected to have a Material Adverse Effect, the Company, the LLC and its Subsidiaries their respective subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 2 contracts
Sources: Underwriting Agreement (Nextracker Inc.), Underwriting Agreement (Nextracker Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Atlanta Braves Holdings, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the (i) The Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The ; (ii) the Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The ; and (iii) the Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationmodification except, in the case of clauses (i), (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiryExcept as could not be expected to have a Material Adverse Effect, the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Except as could not be expected to have a Material Adverse Effect, the Company and its Subsidiaries have has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businessesits business, and except as disclosed in the Registration Statement and the Prospectus, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Except as could not be expected to have a Material Adverse Effect, the Company and its Subsidiaries are is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the The Company’s and its Subsidiaries’ information technology assets and equipment, including, without limitation, those owned, licensed or otherwise used (excluding any public networks), such as its data communications lines, computers, systems, networks, hardware, servers, software, websites, cloud resources, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conductedconducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, in each case that may reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have has at all times implemented and maintained commercially reasonable controls, policies, procedures, and safeguards (including contractual obligations on third party service providers) to maintain and protect their material confidential information and the integrity, availability, privacy, continuous operation, redundancy and security of all essential IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data data) (“Personal Company Data”)) used in connection with their businesses, and there its business. There have been no material breaches, violations, outages outages, compromises, or unlawful or unauthorized acquisitions of, disclosures of, uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any such actual or reasonably suspected incidents under internal review or investigations relating to the same. The Company has no knowledge of any event, circumstances, or condition that would reasonably be expected to result in such breach, violation, outage, compromise, or unlawful or unauthorized acquisition of, disclosure of, use of or access to the Company Data. The Company is, and since its Subsidiaries are presently inception has been, in material compliance with all (i) applicable laws or statutes and all laws, industry standards, statutes, judgments, orders, rules and regulations of any Governmental Entitycourt, arbitrator, governmental or regulatory authority; (ii) internal policies policies, and (iii) contractual obligations obligations, each (i) -(iii) relating to the privacy and security of IT Systems and Personal Company Data and to the protection of such IT Systems and Personal Company Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and to the Company’s knowledge, is free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, personal data and sensitive, confidential or regulated data (collectively, the “Personal Confidential Data”)) used in connection with their businesses, and to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Confidential Data and to the protection of such IT Systems and Personal Confidential Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Sources: Underwriting Agreement (Audentes Therapeutics, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the The Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conductedconducted and, to the Company’s knowledge, based on commercially reasonable security measures, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy integrity and security of all IT Systems and data (including all personal, personally identifiable, personal data and sensitive, confidential or regulated data (collectively, the “Personal Confidential Data”)) used in connection with their businesses, and and, to the Company’s knowledge, based on commercially reasonable security measures, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the samesame and except as would not individually or in the aggregate have a Material Adverse Effect. The To the Company’s knowledge, the Company and its Subsidiaries are is presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Confidential Data and to the protection of such IT Systems and Personal Confidential Data from unauthorized use, access, misappropriation or modification, except where failure to do so would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: At the Market Equity Offering Sales Agreement (Inovio Pharmaceuticals, Inc.)
Cybersecurity; Data Protection. To The Company and the best knowledge of the Company after due inquiry, the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its the Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its the Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same, except for such breaches, violations, outages or uses that would not have a Material Adverse Effect. The Company and its the Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and to the knowledge of the Company, such IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses. To the knowledge of the Company, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any material incidents under internal review or investigations relating to the same, except as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Except as would not reasonable be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Cybersecurity; Data Protection. To Except as would not have a Material Adverse Effect, the best knowledge Guarantor and each of its subsidiaries have taken all reasonable technical and organizational measures necessary to protect the information technology systems and Data used in connection with the operation of the Company after due inquiry, the CompanyGuarantor’s and its Subsidiariessubsidiaries’ businesses. Except as would not have a Material Adverse Effect, such information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) systems are adequate for, and operate and perform as required in connection with the operation of the business of the Company Guarantor and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company Without limiting the foregoing, the Guarantor and its Subsidiaries subsidiaries have used reasonable efforts to establish and maintain, and have established, maintained, implemented and maintained commercially complied with, reasonable information technology, information security, cyber security and data protection controls, policies, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy business continuity/disaster recovery and security plans that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) relating to any information technology system or Data used in connection with their businessesthe operation of the Guarantor’s and its subsidiaries’ businesses (“Breach”). Except as would not have a Material Adverse Effect, there has been no such Breach, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company Guarantor and its Subsidiaries are presently in compliance with all applicable laws or statutes subsidiaries have not been notified of and all judgments, orders, rules and regulations have no knowledge of any Governmental Entityevent or condition that would reasonably be expected to result in, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of any such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationBreach.
Appears in 1 contract
Sources: Underwriting Agreement (LPL Financial Holdings Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, in each case, to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all the IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to sameany IT Systems or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the The Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, including, without limitation, those owned, licensed or otherwise used (excluding any public networks), such as its data communications lines, computers, systems, networks, hardware, servers, software, websites, cloud resources, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, conducted and as proposed to be conducted as described in the Registration Statement and the Prospectus. The IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, in each case that may reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have has at all times implemented and maintained commercially reasonable controls, policies, procedures, and safeguards (including contractual obligations on third party service providers) to maintain and protect their material confidential information and the integrity, availability, privacy, continuous operation, redundancy and security of all essential IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data data) (“Personal Company Data”)) used in connection with their businesses, and there its business. There have been no material breaches, violations, outages outages, compromises, or unlawful or unauthorized acquisitions of, disclosures of, uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any such actual or reasonably suspected incidents under internal review or investigations relating to the same. The Company has no knowledge of any event, circumstances, or condition that would reasonably be expected to result in such breach, violation, outage, compromise, or unlawful or unauthorized acquisition of, disclosure of, use of or access to the Company Data. The Company and its Subsidiaries are presently subsidiaries are, and since their inception have been, in material compliance with all (i) applicable laws or statutes and all laws, industry standards, statutes, judgments, orders, rules and regulations of any Governmental Entitycourt, arbitrator, governmental or regulatory authority; (ii) internal policies policies, and (iii) contractual obligations obligations, each (i) -(iii) relating to the privacy and security of IT Systems and Personal Company Data and to the protection of such IT Systems and Personal Company Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Cybersecurity; Data Protection. To Except as would not, singly or in the best knowledge of aggregate, reasonably be expected to have a Material Adverse Effect, the Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the best of the Company’s knowledge, there have been no material breaches, violations, outages or unauthorized uses of or accesses to sameany Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the samePersonal Data. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except in each case as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Terms Agreement (Suncor Energy Inc)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiryThe Issuer, the CompanyGuarantor and the Guarantor’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company Issuer, the Guarantor and its Subsidiaries the Guarantor’s subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company Issuer, the Guarantor and its Subsidiaries the Guarantor’s subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses. Except, and in each case, as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there have been (i) no breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor (ii) any incidents under internal review or investigations relating to the same. The Company Issuer, the Guarantor and its Subsidiaries the Guarantor’s subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Sources: Underwriting Agreement (Takeda U.S. Financing Inc.)
Cybersecurity; Data Protection. To Except as would not, individually or in the best knowledge aggregate, reasonably be expected to have a Material Adverse Effect, (i) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company after due inquiry, the Company’s and or its Subsidiaries’ subsidiaries information technology assets and equipment, computers, computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, applicationsemployees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and databases any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology, including any such equipment or technology maintained or provided by any third parties to Company or its subsidiaries (collectively, “IT SystemsSystems and Data”); (ii) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable taken appropriate steps to implement controls, policies, procedures, and technological safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and data Data; (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)iii) used in connection with their businessesneither the Company nor its subsidiaries have been notified of, and there each of them have been no breachesknowledge of any event or condition that could result in, violationsany security breach or incident, outages unauthorized access or unauthorized uses of disclosure or accesses other compromise to same, except for those that have been remedied without material cost or liability or their IT Systems and Data; and (iv) the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiryCompany’s knowledge, the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businessesits business, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are presently is in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Israel Amplify Program Corp.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except as would not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that as would not reasonably be expected to have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the samea Material Adverse Effect. The Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, same (except for those that have been remedied remediated without material cost or liability or the duty to notify any other personliability), nor any incidents under internal review or investigations relating to the same, in each case, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entity, internal policies court or arbitrator or governmental or regulatory authority and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and to the best knowledge of the Company is free and clear of all material bugs, errors, defects, Trojan horses, time bombs, or malware and other corruptantsthat may have a material impact to the operation of the Company’s business. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and where applicable the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that are immaterial or that have been remedied without material cost or liability or the duty to notify any other personliability, nor any material incidents under internal review or investigations investigation relating to the same. The Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its Significant Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Sources: Underwriting Agreement (Broadridge Financial Solutions, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable (for a company of the size of the Company or its applicable subsidiary and operating in the industry in which the Company and its subsidiaries operate) controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no known breaches, violations, outages or unauthorized uses of or accesses to same, except for those that as would not, individually or in the aggregate, reasonably be expected to have been remedied without material cost or liability or the duty to notify any other persona Material Adverse Effect, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. Neither the Company nor its subsidiaries has been notified of, and each of them has no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its IT Systems and Personal Data, except, in each case, for any such mater as would not reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practice.
Appears in 1 contract
Sources: Equity Distribution Agreement (Amicus Therapeutics, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the (i) The Company’s and its the Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are are, in the Company’s reasonable belief, adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its the Subsidiaries as currently conducted. To the knowledge of the Company, the IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptantscorruptants that would, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. The Company and its the Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, identifiable information and sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other personliability, nor any and there are no incidents under internal review or investigations investigation relating to the same, except for those that would reasonably be expected to be remedied without material cost or liability. The Company and its the Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the The Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, and to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have has implemented and maintained maintains commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their its businesses, and to the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor are there any material incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) ), if any, used in connection with their businesses, and there have been no material breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data Data, if any, and to the protection of such IT Systems and Personal Data Data, if any, from unauthorized use, access, misappropriation or modification, except, in each case, as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Select Water Solutions, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conductedconducted and, to the knowledge of Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or identifiable data that is regulated data by Privacy Laws (as defined below) (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entity, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationmodification (the “Privacy Laws”) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of Except as would not reasonably be expected to cause a Material Adverse Effect, the Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, except as would not reasonably be expected to cause a Material Adverse Effect, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationmodification in all material respects.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably believed by the Company to be adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conductedconducted and, to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not reasonably expected to have a Material Adverse Effect. The To the knowledge of the Company, (i) there have been no breaches or violations of (or unauthorized access to) the Company or its subsidiaries’ IT Systems or any personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed or stored by or on behalf of the Company or its subsidiaries, nor are there any pending internal investigations relating to the same, (ii) the Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or (iii) the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in compliance in all material respects with all applicable laws or laws, statutes and all judgments, orders, rules and regulations of any Governmental Entity, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and Data, in each case except as disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or as would not reasonably be expected to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationhave a Material Adverse Effect.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiryExcept as could not be expected to have a Material Adverse Effect, the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Except as could not be expected to have a Material Adverse Effect, the Company and its Subsidiaries have has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businessesits business, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Except as could not be expected to have a Material Adverse Effect, the Company and its Subsidiaries are is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and is, to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same, except for those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to so comply would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Metropolitan Bank Holding Corp.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and to the Company’s knowledge free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their respective businesses, and and, to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses access to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any material incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationmodification except where such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Any certificate signed by or on behalf of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiryCompanies and the Guarantor, the Company’s Companies, the Guarantor and its Subsidiariestheir respective subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company Companies, the Guarantor and its Subsidiaries their respective subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except as would not, individually or in the aggregate, have a Material Adverse Effect. The Company Companies, the Guarantor and its Subsidiaries their respective subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards reasonably consistent with industry standards and practices, to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that as would not, individually or in the aggregate, have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the samea Material Adverse Effect. The Company Companies, the Guarantor and its Subsidiaries their respective subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Sources: Underwriting Agreement (Gaming & Leisure Properties, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and to the knowledge of the Company there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the samesame or which would otherwise not reasonably be expected to have individually or in the aggregate a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationmodification except as could not reasonably be expected to have individually or in the aggregate a Material Adverse effect.
Appears in 1 contract
Sources: Underwriting Agreement (Intercorp Financial Services Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and, to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. To the Company’s knowledge, the Company and its subsidiaries have taken all necessary actions, to the extent required to have been taken as of the date hereof, to prepare to comply with all other applicable laws and regulations with respect to Personal Data that have been announced as of the date hereof as becoming effective within 12 months after the date hereof, and for which any non-compliance with same would be reasonably likely to create a material liability.
Appears in 1 contract
Sources: Underwriting Agreement (H2o America)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, in each case, to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all the IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to sameany IT Systems or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiryExcept as would not have a Material Adverse Effect, the Company’s Consolidated and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company Consolidated and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company Consolidated and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company Consolidated and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, and all written internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Sources: Purchase Agreement (Consolidated Communications Holdings, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and except as would not reasonably be expected to have a Material Adverse Effect, since January 1, 2017, there have been no breaches, violationsoutages, outages compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of Except as would not reasonably be expected to have a Material Adverse Effect, (1) the Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The , (2) the Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor are there any incidents under internal review or investigations relating to the same. The same and (3) the Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Sources: Purchase Agreement (Chemours Co)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other personperson or any breaches, nor any incidents under internal review violations, outages, or investigations relating unauthorized uses or accesses to the samesame that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the (i) The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The ; (ii) the Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The ; and (iii) the Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationmodification except, in the case of clauses (i), (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s and its Subsidiaries’ The information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned and controlled by the Company and its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform perform, in all material respects, as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (collectively, “Personal Data”)) collected, controlled, stored, used or otherwise processed therein or otherwise in connection with their businesses. Except as would not reasonably be expected to result in liability material to the Company, and there have been no breaches, violations, outages or accidental, unlawful or unauthorized uses of use, loss, exfiltration, encryption, disclosure, destruction, or other processing of, or accesses to sameto, except for those that have been remedied without material cost any IT System or liability Personal Data used by the Company or its subsidiaries in connection with the duty to notify any other personoperation of the Company’s and its subsidiaries’ businesses, nor are there any such incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entity, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and to the best knowledge of the Company, is free and clear of all material bugs, errors, defects, Trojan horses, time bombs, or malware and other corruptantsthat may have a material impact to the operation of the Company’s business. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and where applicable the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that are immaterial or that have been remedied without material cost or liability or the duty to notify any other personliability, nor any material incidents under internal review or investigations investigation relating to the same. The Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its Significant Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Sources: Underwriting Agreement (Broadridge Financial Solutions, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the The Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are are, in the Company’s reasonable belief, adequate for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted. To the Company’s knowledge, the IT systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptantscorruptants that would, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, identifiable information and sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other personliability, nor any and there are no incidents under internal review or investigations investigation relating to the same, except for those that would reasonably be expected to be able to remedied without material cost or liability. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Sources: Purchase Agreement (EQT Corp)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, conducted free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those except, in each case, that would not, individually or in the aggregate, have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the samea Material Adverse Effect. The Company and each of its Subsidiaries subsidiaries are presently in material compliance with all internal and external privacy policies, contractual obligations, industry standards, applicable laws or statutes and all laws, statutes, judgments, orders, binding rules and regulations of any Governmental Entity, internal policies court or arbitrator or other governmental or regulatory authority that has jurisdiction over the Company or its subsidiaries and contractual any other applicable legal obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationmodification (“Data Security Obligations”).
Appears in 1 contract
Sources: Underwriting Agreement (Bowhead Specialty Holdings Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s Holdings and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company Holdings and its Subsidiaries subsidiaries as currently conductedconducted and, to the Company’s and the Guarantors’ knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company Holdings and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that (i) have been remedied without material cost or liability or the duty to notify any other personperson and (ii) would not, nor any incidents under internal review individually or investigations relating to in the sameaggregate, have a Material Adverse Effect. The Company To the Company’s and the Guarantors’ knowledge, Holdings and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear clear, to the knowledge of the Company, of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entityapplicable court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Sources: Underwriting Agreement (Innovex International, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s and its Subsidiaries’ The information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases used by or on behalf of the Company or any of its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have caused to be implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Equity Distribution Agreement (Forestar Group Inc.)
Cybersecurity; Data Protection. To Except as would not, individually or in the best knowledge aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and each of the Company after due inquiry, the Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate commercially reasonable for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its each of the Subsidiaries as currently conducted, and to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its each of the Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and its each of the Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Sources: Equity Distribution Agreement (Monmouth Real Estate Investment Corp)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably believed by the Company to be adequate in all material respects for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards that are reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or liability. Except as would not reasonably be expected to have a Material Adverse Effect, the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Sources: Underwriting Agreement (Helix Energy Solutions Group Inc)
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information infor- mation technology assets and equipment, computers, systems, networks, hardware, softwaresoft- ▇▇▇▇, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation opera- tion of the business of the Company and its Subsidiaries subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially com- mercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy redun- ▇▇▇▇▇ and security of all IT Systems and data (including all personal, personally identifiableidentifi- able, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review re- view or investigations relating to the same. The Company and its Subsidiaries subsidiaries are presently pres- ently in material compliance with all applicable laws or statutes and all judgments, ordersor- ders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory au- thority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. The Company and its subsidiaries comply in all material respects with the European Union General Data Protection Regulation and the Israeli Privacy Protection Law 5741-1981 and related regulations, directives and orders.
Appears in 1 contract
Cybersecurity; Data Protection. To the best knowledge of the The Company after due inquiry, the Company’s and its Subsidiariessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted. To the knowledge of the Company, the IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptantscorruptants designed to permit unauthorized access or activity. The Company and its Subsidiaries subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to samesuch IT Systems or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the samesuch IT Systems or Personal Data. The Company and its Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes applicable to the Company or its subsidiaries and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority having jurisdiction over the Company or its subsidiaries, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Sources: Underwriting Agreement (Sunnova Energy International Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s knowledge, its and its Subsidiaries’ subsidiary’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries subsidiary as currently conducted, and to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have has implemented and maintained maintains commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their its businesses, and to the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor are there any material incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Akoustis Technologies, Inc.)
Cybersecurity; Data Protection. To the best knowledge of the Company after due inquiry, the Company’s and its SubsidiariesThe Delek Parties’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with necessary for the operation of the business of the Company and its Subsidiaries Delek Parties as currently conducted, free except as would not, individually or in the aggregate, have a Material Adverse Change. The Delek Parties conduct industry-standard scans of their IT Systems to detect and clear of all address material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries Delek Parties have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and sensitive data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Sensitive Data”)) used in connection with their businesses, and to the knowledge of the Delek Parties, there have been no breaches, violations, incidents, compromises, outages or unauthorized uses of or of, accesses to or disclosures of same, except for those that as would not, individually or in the aggregate, have been remedied without material cost or liability or a Material Adverse Change, and the Delek Parties have not had a duty to notify any other personperson of, nor are there any incidents under internal review or investigations investigation relating to, the same or any event or condition that would reasonably be expected to result in the same. The Company and its Subsidiaries Delek Parties are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any Governmental Entitycourt or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating applicable to the privacy and security of its IT Systems and Personal Sensitive Data and to the protection of such IT Systems and Personal Sensitive Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract