Cybersecurity; Data Protection. The Company and its subsidiaries’ 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 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, other than those not reasonably expected to have a Material Adverse Effect. 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 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 Personal Data) and (iii) the Company and its subsidiaries are presently in compliance in all material respects with all applicable laws, statutes and regulations and contractual obligations relating to the privacy and security of IT Systems and Personal 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 have 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. The Company and its subsidiaries’ Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the 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 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 businesses of the Company and its subsidiaries as currently conducted andconducted, to the Company’s knowledge, and are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those . Except as would not reasonably expected be expected, individually or in the aggregate, to have a Material Adverse Effect. 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 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 (iii) there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied, nor are there any incidents under internal review or investigations relating to the same. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries are presently in compliance in all material respects with all applicable laws, laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData and to the protection of such IT Systems and Personal Data from unauthorized use, in each case except as disclosed in the Registration Statementaccess, the Prospectus misappropriation or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effectmodification.
Appears in 2 contracts
Sources: Underwriting Agreement (Centuri Holdings, Inc.), Underwriting Agreement (Centuri Holdings, Inc.)
Cybersecurity; Data Protection. The Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries’ 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 as currently conducted andconducted, 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. 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 The Company and its 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 (iii) 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 in all material respects with all applicable laws, laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData 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 each case except as disclosed in the Registration Statement, the Prospectus or the Time of Sale Prospectus or as compliance would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Purchase Agreement (BridgeBio Pharma, Inc.), Purchase Agreement (BridgeBio Pharma, Inc.)
Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and assets, equipment, computers, systems, networks, software, hardware, softwarecomputers, websites, applications, 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 as currently conducted and, to the knowledge of the Company’s knowledge, are 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. 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 The Company and its 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 (including Personal “Data”) and (iii) used in connection with their businesses, 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, 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 are presently presently, and for the past five years were, in compliance in all material respects with all applicable laws, laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData collected, in each case except as stored, processed, transferred, disclosed in or used by the Registration StatementCompany or its subsidiaries and to the protection of such IT Systems and Data from unauthorized use, the Prospectus access, misappropriation or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effectmodification.
Appears in 2 contracts
Sources: Underwriting Agreement (R1 RCM Inc. /DE), Underwriting Agreement (R1 RCM Inc.)
Cybersecurity; Data Protection. The Company and its subsidiaries’ 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 as currently conducted and, to the Company’s knowledgeconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware bombs and other corruptants, other than those not reasonably expected to have a Material Adverse Effectmalware. 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 The Company and its 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 (iii) 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 are presently in compliance in all material respects with all applicable laws, laws or statutes and all applicable judgments, orders, rules and regulations of any court 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 DataData and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except in each case except as disclosed that would not, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or as would not 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. The Company 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 for the operation of the business of the Company and its subsidiaries Subsidiaries as currently conducted conducted, and, to the Company’s knowledgeknowledge of the Company and the Guarantors, are 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. 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 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”)) and (iii) 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 Subsidiaries are presently in material compliance in all material respects with all applicable laws, laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData and to the protection of such IT Systems and Personal Data from unauthorized use, in each case except as disclosed in the Registration Statementaccess, the Prospectus misappropriation or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effectmodification.
Appears in 2 contracts
Sources: Purchase Agreement (Harrow, Inc.), Purchase Agreement (Harrow, Inc.)
Cybersecurity; Data Protection. The Except as would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole, (A) the Company and its subsidiaries’ 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 their core functionality as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted andconducted, and (B), to the knowledge of the Company’s knowledge, are 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. To the knowledge of the Company, .
(iA) 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 The Company and its subsidiaries have implemented and maintained controls, procedures, and safeguards that are commercially reasonable controls, policies, procedures and safeguards for its industry in an effort to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, or confidential data collected or processed by the Company or its subsidiaries in connection with their businesses (including “Personal Data”), and except as otherwise disclosed in the Time of Sale Information and the Offering Memorandum, and except as otherwise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (B) and (iii) to the Company’s knowledge, there have been no breaches or unauthorized uses of or accesses to such IT Systems or Personal Data. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries are presently in compliance in all material respects with all applicable lawslaws or statutes, statutes all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all of the Company’s and its subsidiaries’ applicable internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData and to the protection of such IT Systems and Personal Data from unauthorized use, in each case except as disclosed in the Registration Statementaccess, the Prospectus misappropriation or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effectmodification.
Appears in 2 contracts
Sources: Purchase Agreement (Lyft, Inc.), Purchase Agreement (Lyft, Inc.)
Cybersecurity; Data Protection. The Company and its subsidiaries’ 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 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, other than those not reasonably expected to have a Material Adverse Effect. 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 The Company and its 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 the business of the Company and (iii) its subsidiaries as currently conducted. To the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to Personal Data, or investigations relating to the same, except as otherwise disclosed in the Time of Sale Information or the Prospectus. The Company and its subsidiaries are presently in compliance in all material respects with all applicable laws, laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData and to the protection of such IT Systems and Personal Data from unauthorized use, in each case access, misappropriation or modification, except for such failures as disclosed would not, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity; Data Protection. The Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and its subsidiaries’ 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 formaintained, 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’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Except as would not, other than those not individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. 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 have implemented and maintained presently maintain 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”)) and (iii) 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 same. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and its subsidiaries are presently in compliance in all material respects comply with all applicable laws, laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData and to the protection of such IT Systems and Personal Data from unauthorized use, in each case except as disclosed in the Registration Statementaccess, the Prospectus misappropriation or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effectmodification.
Appears in 1 contract
Sources: Underwriting Agreement (Marcus Corp)
Cybersecurity; Data Protection. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its subsidiaries’ subsidiary’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of the Company and its subsidiary) (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 as currently conducted and, to the Company’s knowledgesubsidiary, 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. To the knowledge of the Company, ; and (i) there have been no breaches or violations of (or unauthorized access toii) the Company or and its subsidiaries’ subsidiary have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of IT Systems or any and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) processed or stored by or on behalf of used in connection with their businesses. Without limiting the Company or its subsidiariesforegoing, nor are there any pending internal investigations relating to the same, (ii) the Company and its subsidiaries subsidiary have used commercially 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, policiespolicies and procedures, 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, misuse, unauthorized access, disablement, misappropriation or modification, or other compromise of all the IT Systems or Data used in connection with the operation of the Company’s and data its subsidiary’ businesses (including Personal Data) “Breach”). To the knowledge of the Company, there has been no Breach and (iii) the Company and its subsidiaries are presently in compliance in all material respects with all applicable laws, statutes subsidiary have not been notified of and regulations and contractual obligations relating to the privacy and security have no knowledge of IT Systems and Personal Data, in each case except as disclosed in the Registration Statement, the Prospectus any event or the Time of Sale Prospectus or as condition that would not reasonably be expected to have a Material Adverse Effectresult in, any such Breach.
Appears in 1 contract
Cybersecurity; Data Protection. The Except as would not reasonably be expected to cause a Material Adverse Effect, (i) the Company and its subsidiaries’ 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 as currently conducted conducted, and, to the knowledge of the Company’s knowledge, are 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. 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 have implemented and maintained commercially reasonable controls, policies, procedures procedures, and 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 (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses reasonably consistent with industry standards and practices, or as required by applicable regulatory standards; and (iii) to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to the Company and its subsidiaries’ IT Systems. The Company and its subsidiaries are presently in material compliance in all material respects with all applicable laws, laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData and to the protection of such IT Systems and Personal Data from unauthorized use, in each case access, misappropriation or modification, except as disclosed would not, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systemscomputer systems and assets, networks, hardware, software, websites, applications, and databases equipment or technology (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 as currently conducted and, to the Company’s knowledgeconducted, 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. 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 The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures 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 all Personal Data, sensitive, confidential, and/or regulated data (including Personal collectively, “Data”) used in connection with their businesses.
(i) Except as may be included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, (x) to the Company’s knowledge, the Company has not had any material security breach, violations, outages or unauthorized uses of or accesses to same, or other material compromise of or relating to any of the Company’s or its subsidiaries’ IT Systems or Data, and (iiiy) the Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems or Data; (ii) the Company and its subsidiaries are presently in compliance in all material respects with all applicable laws, laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems or Data and Personal Datato the protection of such IT Systems or Data from unauthorized use, access, misappropriation or modification, except as would not, in each the case except as disclosed of this clause (ii), individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent in material respects with applicable industry standards and practices.
Appears in 1 contract
Cybersecurity; Data Protection. (i) The Company and its subsidiaries’ 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 as currently conducted and, to the Company’s knowledgeconducted, 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. 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 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 the duty to notify any other person, nor any incidents under internal review or investigations relating to the same; and (iii) the Company and its subsidiaries are presently in material compliance in all material respects with all applicable laws, laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification except, in each the case except of clauses (i), (ii) and (iii), as disclosed would not, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity; Data Protection. The Company and its subsidiaries’ 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 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, other than those not reasonably expected to have a Material Adverse Effect. 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 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 Personal Data) and (iii) the Company and its subsidiaries are presently in compliance in all material respects with all applicable laws, statutes and regulations and contractual obligations relating to the privacy and security of IT Systems and Personal Data, in each case except as disclosed in the Registration Statement, the Prospectus General Disclosure Package or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Sales Agency Financing Agreement (Avalonbay Communities Inc)
Cybersecurity; Data Protection. The Except as would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole, (A) the Company and its subsidiaries’ 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 their core functionality as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted andconducted, and (B), to the knowledge of the Company’s knowledge, are 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. To the knowledge of the Company, .
(iA) 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 The Company and its subsidiaries have implemented and maintained controls, procedures, and safeguards that are commercially reasonable controls, policies, procedures and safeguards for its industry in an effort to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, or confidential data collected or processed by the Company or its subsidiaries in connection with their businesses (including “Personal Data”), and except as disclosed in the Time of Sale Memorandum and the Offering Memorandum or as otherwise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (B) and (iii) to the Company’s knowledge, there have been no breaches or unauthorized uses of or accesses to such IT Systems or Personal Data. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries are presently in compliance in all material respects with all applicable lawslaws or statutes, statutes all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all of the Company’s and its subsidiaries’ applicable internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData and to the protection of such IT Systems and Personal Data from unauthorized use, in each case except as disclosed in the Registration Statementaccess, the Prospectus misappropriation or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effectmodification.
Appears in 1 contract
Sources: Purchase Agreement (Lyft, Inc.)
Cybersecurity; Data Protection. The Company and its subsidiaries’ 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 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, other than those not reasonably expected to have a Material Adverse Effect. 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 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 Personal Data) and (iii) the Company and its subsidiaries are presently in compliance in all material respects with all applicable laws, statutes and regulations and contractual obligations relating to the privacy and security of IT Systems and Personal Data, in each case except as disclosed in the Registration Statement, the Time of Sale Prospectus or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity; Data Protection. The Company and its subsidiaries’ 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”) 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 as currently conducted conducted, and, to the knowledge of the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not reasonably expected corruptants that would cause a material disruption to have a Material Adverse Effect. To the knowledge operation of the Company, (i) there have been no breaches or violations business of (or unauthorized access to) the Company or and its subsidiaries’ . The Company and its subsidiaries have implemented and maintain commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect the secrecy of their material confidential information and the integrity, continuous operation, redundancy and security of IT Systems and data in the Company’s possession or any control (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) collected, used, stored or processed or stored by or on behalf in connection with their businesses, and, to the knowledge of the Company Company, there have been no breaches, violations, outages or its subsidiariesunauthorized uses of or accesses to same, in each case, except as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, nor are there any pending incidents under internal review or investigations relating to the same, (ii) 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 Personal Data) and (iii) the . The Company and its subsidiaries are presently in compliance in all material respects with all applicable laws, laws or statutes and all judgments, orders, rules and regulations of any 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, 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 have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (EVgo Inc.)
Cybersecurity; Data Protection. (i) The Company Company’s and its subsidiaries’ 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 as currently conducted and, to the Company’s knowledgeconducted, 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. 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 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 the duty to notify any other person, nor any incidents under internal review or investigations relating to the same; and (iii) the Company and its subsidiaries are presently in material compliance in all material respects with all applicable laws, laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification except, in each the case except of clauses (i), (ii) and (iii), as disclosed would not, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity; Data Protection. The Company and its subsidiaries’ 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 as currently conducted and, to the Company’s knowledgeconducted, 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. 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 The Company and its 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 (iii) 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 or which would otherwise not reasonably be expected to have individually or in the aggregate a Material Adverse Effect. The Company and its subsidiaries are presently in material compliance in all material respects with all applicable laws, laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData and to the protection of such IT Systems and Personal Data from unauthorized use, in each case access, misappropriation or modification except as disclosed in the Registration Statement, the Prospectus or the Time of Sale Prospectus or as would could not reasonably be expected to have individually or in the aggregate a Material Adverse Effecteffect.
Appears in 1 contract
Sources: Underwriting Agreement (Intercorp Financial Services Inc.)
Cybersecurity; Data Protection. The Except as disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries’ 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 as currently conducted andconducted, and are, 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. 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 The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures 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, except as disclosed in each of the Registration Statement, the Pricing Disclosure Package and (iii) 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. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries are presently in material compliance in all material respects with all applicable laws, laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData and to the protection of such IT Systems and Personal Data from unauthorized use, in each case except as disclosed in the Registration Statementaccess, the Prospectus misappropriation or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effectmodification.
Appears in 1 contract
Cybersecurity; Data Protection. The Except as would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole, (A) the Company and its subsidiaries’ 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 their core functionality as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted andconducted, and (B), to the knowledge of the Company’s knowledge, are 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. To the knowledge of the Company, .
(iA) 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 The Company and its subsidiaries have implemented and maintained controls, procedures, and safeguards that are commercially reasonable controls, policies, procedures and safeguards for its industry in an effort to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, or confidential data collected or processed by the Company or its subsidiaries in connection with their businesses (including “Personal Data”), and except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as otherwise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (B) and (iii) to the Company’s knowledge, there have been no breaches or unauthorized uses of or accesses to such IT Systems or Personal Data. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries are presently in compliance in all material respects with all applicable lawslaws or statutes, statutes all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all of the Company’s and its subsidiaries’ applicable internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData and to the protection of such IT Systems and Personal Data from unauthorized use, in each case except as disclosed in the Registration Statementaccess, the Prospectus misappropriation or the Time of Sale Prospectus or as would not reasonably be expected to have a Material Adverse Effectmodification.
Appears in 1 contract
Sources: Underwriting Agreement (Lyft, Inc.)
Cybersecurity; Data Protection. The Except as would not reasonably be expected to cause a Material Adverse Effect, the Company and its subsidiaries’ 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 as currently conducted andconducted, to the Company’s knowledge, and are 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. 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 The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures 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”)) and (iii) used in connection with their businesses, 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 are presently in material compliance in all material respects with all applicable laws, laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification 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 have a Material Adverse Effectall material respects.
Appears in 1 contract
Cybersecurity; Data Protection. The Company and its subsidiaries’ 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 as currently conducted conducted, and, to the knowledge of the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. 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 The Company and its 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”)) and (iii) 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 same. The Company and its subsidiaries are presently in compliance in all material respects with all applicable laws, laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal DataData and to the protection of such IT Systems and Personal Data from unauthorized use, in each case access, misappropriation or modification, except as disclosed would not, individually or in the Registration Statementaggregate, the Prospectus or the Time of Sale Prospectus or as would not reasonably be expected to have result in a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Atlanta Braves Holdings, Inc.)