Common use of Cybersecurity; Data Protection Clause in Contracts

Cybersecurity; Data Protection. The Partnership and its controlled 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 Partnership and its controlled affiliates as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership and its 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, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership and its controlled affiliates are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court 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. The Partnership Company and its controlled affiliatessubsidiaries’ 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, applications, and databases (collectively, “IT Systems”) are (i) adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Partnership Company and its controlled affiliates subsidiaries as currently conductedconducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and (ii) free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries have at all times implemented and maintained commercially reasonable all reasonably necessary controls, policies, procedures, and safeguards consistent with industry standards and practices for similarly situated companies to maintain and protect their material confidential information and the integrity, availability, privacy, continuous operation, redundancy and security of all IT Systems and data (including all personalPersonal Data, personally identifiable, and other sensitive, confidential or regulated data data) (“Personal Company Data”)) used in connection with their respective businesses, and there have been (i) no 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, and (ii) no incidents under internal review or investigations relating to the same except in each case as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliates subsidiaries are presently and, at all times, have been in material compliance with all (i) applicable laws or statutes and all applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or court, arbitrator, governmental or regulatory authority having jurisdiction over the Partnership authority; and its controlled affiliates, and all (ii) internal policies and contractual obligations obligations, each (i) and (ii) 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 modificationCompany Data.

Appears in 4 contracts

Sources: Underwriting Agreement (Dyne Therapeutics, Inc.), Underwriting Agreement (Dyne Therapeutics, Inc.), Underwriting Agreement (Dyne Therapeutics, Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company’s and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of, to the knowledge of the Company, all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as could not be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its controlled affiliates 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 all personal data (including all personal, personally identifiable, and sensitive, confidential or regulated data (“Personal Data”)) used maintained or processed by the Company and its subsidiaries in connection with their businessesbusinesses (collectively, the “Confidential Data”), and (ii) to the knowledge of the Company, there have been (i) no breaches, violations, outages or unauthorized uses of or accesses to the samesuch Confidential Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except . Except as would notcould not be expected, individually or in the aggregate, result in to have a Material Adverse Effect. The Partnership , to the knowledge of the Company, the Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all internal policies and contractual obligations relating to of the Company and its subsidiaries, governing 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 4 contracts

Sources: Underwriting Agreement (Ramaco Resources, Inc.), Underwriting Agreement (Ramaco Resources, Inc.), Underwriting Agreement (Ramaco Resources, Inc.)

Cybersecurity; Data Protection. The Partnership (i) Each Company Party and its controlled affiliatessubsidiaries’ 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 Partnership such Company Party and its controlled affiliates subsidiaries as currently conducted, and are, to the knowledge of the Company Parties, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership ; (ii) each Company Party and its controlled affiliates 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 (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, and (ii) no nor any incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership same; (iii) each Company Party and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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; and (iv) each Company Party and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation and have taken all necessary actions 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 liability, as soon they take effect, except as would not, in the case of each of clause (i), (ii), (iii) and (iv), reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 4 contracts

Sources: Underwriting Agreement (TPG Inc.), Underwriting Agreement (TPG Inc.), Underwriting Agreement (TPG Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its controlled affiliatessubsidiaries’ information technology assets and assets, equipment, computers, systems, networks, software, hardware, softwarecomputers, 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company and its controlled affiliates 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 (ii) 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 remedied, nor any other person, and (ii) no incidents currently under internal review or investigations relating to the same except same. Except as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership Effect and except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to collected, stored, processed, transferred, disclosed or used by the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation Company or modificationits subsidiaries.

Appears in 4 contracts

Sources: Underwriting Agreement (Sotera Health Co), Underwriting Agreement (Sotera Health Co), Underwriting Agreement (Sotera Health Co)

Cybersecurity; Data Protection. The Partnership and its controlled affiliates’ Except as could not be expected to have a Material Adverse Effect, the Company’s 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 Partnership and its controlled affiliates Company as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership and its controlled affiliates Except as could not be expected to have a Material Adverse Effect, the Company 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, proprietary, confidential or regulated data (“Personal Sensitive Data”)) used in connection with their businessesits business, 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, and (ii) no nor any incidents under internal review or investigations relating to the same except same. Except as would not, individually or in the aggregate, result in could not be expected to have a Material Adverse Effect. The Partnership and its controlled affiliates are , the Company is presently in material compliance with all applicable laws or statutes (including without limitation all applicable privacy and security laws and regulations, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as amended by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”); the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679); and the California Consumer Privacy Act (“CCPA”) (collectively, the “Privacy Laws”)) and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all internal policies and contractual obligations relating to the privacy and security of 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. The Company further certifies that neither it nor any subsidiary: (i) has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Appears in 4 contracts

Sources: Open Market Sale Agreement (Sutro Biopharma, Inc.), Open Market Sale Agreement (Sutro Biopharma, Inc.), Underwriting Agreement (Sutro Biopharma, Inc.)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaries’ 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 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 Partnership Company and its controlled affiliates as currently conductedsubsidiaries, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptantscorruptants (collectively, “Bugs”), except where such Bugs would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards as are generally maintained by similarly situated companies and which the Company and its subsidiaries believe are reasonably adequate 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. Without limiting the foregoing, the Company and its subsidiaries have used commercially reasonable efforts to establish and maintain, and there have been (i) no breachesestablished, violationsmaintained, outages or unauthorized uses of or accesses to the sameimplemented and complied with, except for those that have been remedied without material cost or liability or the duty to notify any other personreasonable information technology, information security, cyber security and (ii) no incidents under internal review or investigations relating to the same except as would notdata protection controls, individually or in the aggregate, result in a Material Adverse Effect. The Partnership and its controlled affiliates are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court 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 procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security of IT Systems plans as are generally maintained by similarly situated companies that are designed to protect against and Personal Data and to the protection of such IT Systems and Personal Data from prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any information technology system or Data used in connection with the operation of the Company’s and its subsidiaries’ businesses (“Breach”). To the knowledge of the Company, there has been no such Breach. 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 such Breach.

Appears in 4 contracts

Sources: Sales Agreement (Beam Therapeutics Inc.), Underwriting Agreement (Beam Therapeutics Inc.), Underwriting Agreement (Beam Therapeutics Inc.)

Cybersecurity; Data Protection. The Partnership and its controlled affiliates’ Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect: (a) the information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases owned or used by Parent or any of its Subsidiaries (collectively, “Parent 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 Partnership and Parent nor any of its controlled affiliates Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership ; (b) Parent and its controlled affiliates 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 Parent IT Systems and data (including all personal, personally identifiable, sensitive, sensitive or confidential or regulated data (“Parent Personal Data”)) used collected, used, stored or processed in connection with their businesses, and and, to the knowledge of Parent during the past three (3) years 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 personperson or entity, and (ii) no nor any incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership same; and (c) Parent and its controlled affiliates Subsidiaries are presently in compliance in all material compliance respects with all applicable laws or statutes Laws and all Orders, as well as applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliates, and all internal policies and contractual obligations of Parent and its Subsidiaries, relating to the privacy and security of Parent IT Systems and Parent Personal Data Data, and to the protection of such Parent IT Systems and Parent Personal Data from unauthorized use, access, misappropriation or modification.

Appears in 3 contracts

Sources: Merger Agreement (Applied Molecular Transport Inc.), Merger Agreement (Cyclo Therapeutics, Inc.), Merger Agreement (Cyclo Therapeutics, Inc.)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaries’ information technology assets and equipment, computers, systemscomputer systems and assets, networks, hardware, software, websites, applications, databases (including all Personal Data, and databases sensitive, confidential or regulated data, and the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT SystemsSystems and Data”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Company and its controlled affiliates 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”)) Data used in connection with their businesses, and there have been . (i) no breachesExcept as may be included or incorporated by reference in the Registration Statement 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 the same, except for those that have been remedied without or other material cost compromise of or liability relating to any of the Company’s or the duty to notify any other personits subsidiaries’ IT Systems and Data, and (y) 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 and Data; (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

Appears in 3 contracts

Sources: Sales Agreement (ProQR Therapeutics N.V.), Sales Agreement (ProQR Therapeutics N.V.), Sales Agreement (ProQR Therapeutics N.V.)

Cybersecurity; Data Protection. The Partnership Except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates 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 Partnership Company and its controlled affiliates 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 (i) no breaches, violations, outages violations or unauthorized uses of or accesses to the sameIT Systems or Personal Data (collectively, except for those that have been remedied without material cost or liability or the duty to notify “Security Incidents”), nor any other person, and (ii) no incidents Security Incidents under internal review or investigations relating to the same except investigations. Except as would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse Effect. The Partnership , the Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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 3 contracts

Sources: Purchase Agreement (Sba Communications Corp), Purchase Agreement (Sba Communications Corp), Purchase Agreement (Sba Communications Corp)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaries’ information technology assets and equipment, computers, systemscomputer systems and assets, networks, hardware, software, websites, applications, databases (including all Personal Data, and databases sensitive, confidential or regulated data, and the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT SystemsSystems and Data”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Company and its controlled affiliates 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”)) Data used in connection with their businesses, and there have been . (i) no breachesExcept 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 the same, except for those that have been remedied without or other material cost compromise of or liability relating to any of the Company’s or the duty to notify any other personits subsidiaries’ IT Systems and Data, and (y) 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 and Data; (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

Appears in 3 contracts

Sources: Underwriting Agreement (ProQR Therapeutics N.V.), Underwriting Agreement (ProQR Therapeutics N.V.), Underwriting Agreement (ProQR Therapeutics N.V.)

Cybersecurity; Data Protection. The Partnership Except (i) as described in Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, (A) the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates 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 Partnership ; (B) the Company and its controlled affiliates 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 confidential, or regulated data (“Personal Data”)) used in connection with their businesses; (C) to the knowledge of the Company, and there have been (i) no breaches, violations, outages or unauthorized uses use or disclosure 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 personperson or governmental or regulatory authority, and (ii) there are no incidents under internal review or investigations by governmental or regulatory authorities or other third parties relating to the same except as would not, individually or in same; (D) the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or court, arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all their own 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; (E) the Company and its subsidiaries have at all times taken all reasonable steps to safeguard that any Personal Data of the Company and its subsidiaries collected or handled by authorized third parties acting on behalf of the Company or its subsidiaries is protected with similar safeguards, in each case, in compliance with applicable laws and contractual obligations; and (F) the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (and 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) as soon as they took effect.

Appears in 2 contracts

Sources: Underwriting Agreement (PPD, Inc.), Underwriting Agreement (PPD, Inc.)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatesSubsidiaries’ 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 Subsidiaries) (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 Partnership Company and its controlled affiliates as currently conducted, Subsidiaries 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 Partnership Company and its controlled affiliates 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”)) used in connection with their businesses. Without limiting the foregoing, the Company and there its Subsidiaries have been (i) no breachesused commercially reasonable efforts to establish, violationsmaintain, outages implement and comply with reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards and 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 unauthorized uses modification, or other compromise or misuse of or accesses relating to any information technology system or Data used in connection with the operation of the Company’s and its Subsidiaries’ businesses (“Breach”) and, to the sameKnowledge of the Company, except for those there has been no such Breach. The Company and its Subsidiaries have not been notified of and have no knowledge of any event or condition that have been remedied without material cost or liability or the duty would reasonably be expected to notify result in, any other person, and (ii) no incidents under internal review or investigations relating such Breach. This representation is limited in each case to the same except as extent that such breach or non-compliance would not, individually or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect. The Partnership and its controlled affiliates are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court 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 except as otherwise disclosed in the privacy and security of IT Systems and Personal Data and to Registration Statement or the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationProspectus.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (Gryphon Digital Mining, Inc.), At Market Issuance Sales Agreement (Iris Energy LTD)

Cybersecurity; Data Protection. The Partnership Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates 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 Partnership corruptants designed to damage or corrupt the IT Systems; (ii) the Company and its controlled affiliates subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their protect, in all material confidential information and respects, 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 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, and (ii) no nor any material incidents under internal review or investigations relating to the same except as would not, individually or in same; (iii) the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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; and (iv) the Company and its subsidiaries have taken all necessary actions to prepare to comply with the European Union General Data Protection Regulation (and 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 liability) as soon they take effect, except as would not, in the case of each of clause (i), (iii) and (iv), reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Sources: Underwriting Agreement (Moove Lubricants Holdings), Underwriting Agreement (Moove Lubricants Holdings)

Cybersecurity; Data Protection. (i) The Partnership Company and its controlled affiliates’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applicationssubsidiaries have complied, and databases (collectivelyare presently in compliance, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection respects, with the operation of the business of the Partnership all internal and its controlled affiliates as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership and its controlled affiliates have implemented and maintained commercially reasonable controls, external privacy policies, procedurescontractual obligations, and safeguards to maintain and protect their material confidential information and the integrityindustry standards, continuous operationapplicable laws, redundancy and security of all IT Systems and data (including all personalstatutes, 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, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership and its controlled affiliates are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority having jurisdiction over and any legal obligations regarding the Partnership collection, use, transfer, import, export, storage, protection, disposal and disclosure by the Company and its controlled affiliatessubsidiaries of Data (“Data Security Obligations”); (ii) neither the Company nor any of its subsidiaries has received any notification of or complaint regarding, and all internal policies are aware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Security Obligation; and contractual obligations relating (iii) there is no pending, or to the privacy knowledge of the Company, threatened, action, suit or proceeding by or before any court or governmental agency, authority or body pending or threatened alleging non-compliance with any Data Security Obligation. The Company and security its subsidiaries have taken steps reasonably necessary in accordance with industry standard practices to protect such information against loss and against unauthorized access, use, modification, disclosure or other misuse, except in each case to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. To the knowledge of IT Systems the Company, except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus or as would not individually or in the aggregate have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, there has been no unauthorized access to such information. The Company and its subsidiaries have taken or will take all necessary actions to comply with all 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 have a Material Adverse Effect on the protection of such IT Systems Company and Personal Data from unauthorized useits subsidiaries, accesstaken as a whole, misappropriation or modificationas soon they take effect.

Appears in 2 contracts

Sources: Equity Distribution Agreement (Denali Therapeutics Inc.), Equity Distribution Agreement (Denali Therapeutics Inc.)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaries’ 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 with, the operation of the business respective businesses of the Partnership Company and its controlled affiliates subsidiaries as currently conductedconducted and as proposed to be conducted as described in the Registration Statement and the Prospectus, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards consistent with industry standards and practices for similarly-situated companies to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all its IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)data) used or held for use in connection with their businessesrespective businesses (collectively, and there “Data”). There have been (i) no breaches, violations, outages or outages, unauthorized uses of or accesses to the sameIT Systems or Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except in each case as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its controlled affiliates subsidiaries have complied, and are presently in material compliance compliance, with all applicable laws or statutes and all applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliates, and all internal policies and privacy policies, contractual obligations and industry standards relating to the privacy and security of the IT Systems or the collection, use, transfer, import, export, storage, protection, disposal and Personal disclosure of Data (“Data Security Obligations”) and (ii) there is no action, suit, investigation or proceeding by or before any court, governmental agency, authority or body or other third party pending or, to the protection knowledge of such IT Systems and Personal the Company, threatened against the Company or any of its subsidiaries alleging non-compliance with any Data from unauthorized use, access, misappropriation or modificationSecurity Obligation.

Appears in 2 contracts

Sources: Sales Agreement (Generation Bio Co.), Sales Agreement (Generation Bio Co.)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaries’ 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 with, the operation of the business respective businesses of the Partnership Company and its controlled affiliates subsidiaries as currently conductedconducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards consistent with industry standards and practices for similarly-situated companies to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all its IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)data) used or held for use in connection with their businessesrespective businesses (collectively, and there “Data”). There have been (i) no breaches, violations, outages or outages, unauthorized uses of or accesses to the sameIT Systems or Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except in each case as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its controlled affiliates subsidiaries have complied, and are presently in material compliance compliance, with all applicable laws or statutes and all applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliates, and all internal policies and privacy policies, contractual obligations and industry standards relating to the privacy and security of the IT Systems or the collection, use, transfer, import, export, storage, protection, disposal and Personal disclosure of Data (“Data Security Obligations”) and (ii) there is no action, suit, investigation or proceeding by or before any court, governmental agency, authority or body or other third party pending or, to the protection knowledge of such IT Systems and Personal the Company, threatened against the Company or any of its subsidiaries alleging non-compliance with any Data from unauthorized use, access, misappropriation or modificationSecurity Obligation,.

Appears in 2 contracts

Sources: Underwriting Agreement (Generation Bio Co.), Underwriting Agreement (Generation Bio Co.)

Cybersecurity; Data Protection. The Partnership Except as would not be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company’s and its controlled affiliatessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, data and databases (including the data and information of their respective clients, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of, to the knowledge of the Company, all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as could not be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its controlled affiliates 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 all personal data (including all personal, personally identifiable, and sensitive, confidential or regulated data (“Personal Data”)) used maintained or processed by the Company and its subsidiaries in connection with their businessesbusinesses (collectively, the “Confidential Data”), and (ii) to the knowledge of the Company, there have been (i) no, and no event or condition exists that would result in, breaches, violations, outages or unauthorized uses of or accesses to the samesuch Confidential Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except . Except as would notcould not be expected, individually or in the aggregate, result in to have a Material Adverse Effect. The Partnership , to the knowledge of the Company, the Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, ordersOrders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all internal policies and contractual obligations relating to of the Company and its subsidiaries, governing 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 2 contracts

Sources: Underwriting Agreement (Mount Logan Capital Inc.), Underwriting Agreement (Mount Logan Capital Inc.)

Cybersecurity; Data Protection. The (A) To the knowledge of the Company, the Operating Partnership and its controlled affiliateseach of their respective subsidiaries, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of the Company’s, the Operating Partnership or their respective subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective tenants, applicationscustomers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company, the Operating Partnership or their respective subsidiaries, and databases any such data processed or stored by third parties on behalf of the Company, the Operating Partnership and their respective subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data); (B) are adequate fornone of the Company, the Operating Partnership or their respective subsidiaries have been notified of, and operate have no knowledge of any event or condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and perform in all material respects as required in connection with Data and (C) the operation of Company, the business of the Operating Partnership and its controlled affiliates as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership and its controlled affiliates their respective subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and technological safeguards 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 (i) no breaches, violations, outages or unauthorized uses of or accesses to the sameas required by applicable regulatory standards, except with respect to clauses (A) and (B), for those any such security breach or incident, unauthorized access or disclosure, or other compromises, that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result have a Material Adverse Effect, or with respect to clause (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company, the Operating Partnership and its controlled affiliates their respective subsidiaries are presently in material compliance with all applicable laws or and statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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 2 contracts

Sources: Underwriting Agreement (MGM Growth Properties Operating Partnership LP), Underwriting Agreement (MGM Growth Properties Operating Partnership LP)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates 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 Partnership and its 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, corruptants except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually singly or in the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries have implemented and maintained reasonable and appropriate safeguards designed to maintain and protect their material confidential information and the integrity, availability, and security of all IT Systems and all personal, personally identifiable, or otherwise regulated personal data (“Personal Data”) used in connection with their respective businesses reasonably consistent with industry standards and practices, 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 access to the same, 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 are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court 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 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. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliates 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. Except as would not, and individually or in the aggregate, reasonably be expected to have 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 same nor any other person, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effectsame. The Partnership Company and its controlled affiliates Subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all 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 2 contracts

Sources: Underwriting Agreement (Aquestive Therapeutics, Inc.), Equity Distribution Agreement (Aquestive Therapeutics, Inc.)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatesSubsidiaries’ 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 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 Partnership Company and its controlled affiliates as currently conducted, Subsidiaries 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 Partnership Company and its controlled affiliates Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards necessary 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”)) used in connection with their businesses. Without limiting the foregoing, the Company and there its Subsidiaries have been (i) no breachesused reasonable efforts to establish, violationsmaintain, outages implement and comply with reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards and 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 unauthorized uses modification, or other compromise or misuse of or accesses relating to any information technology system or Data used in connection with the operation of the Company’s and its Subsidiaries’ businesses (“Breach”) and, to the sameKnowledge of the Company, except for those there has been no such Breach. The Company and its Subsidiaries have not been notified of and have no knowledge of any event or condition that have been remedied without material cost or liability or the duty would reasonably be expected to notify result in, any other person, and (ii) no incidents under internal review or investigations relating such Breach. This representation is limited in each case to the same except as extent that such breach or non-compliance would not, individually or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect. The Partnership and its controlled affiliates are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court 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 except as otherwise disclosed in 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 modificationCommission Documents.

Appears in 2 contracts

Sources: Ordinary Share Purchase Agreement (Bitdeer Technologies Group), Ordinary Share Purchase Agreement (Iris Energy LTD)

Cybersecurity; Data Protection. The Partnership Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its controlled affiliates 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 (ii) there have been (i) no breaches, violations, outages or unauthorized uses of, accesses to, encryptions of or accesses to the compromises of same, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no nor any incidents under internal review or investigations relating to the same except same. Except as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Effect. The Partnership , the Company and its controlled affiliates are presently subsidiaries have been for the past five (5) years in material compliance with all applicable laws or statutes statutes, binding guidance and standards (including the Payment Card Industry Data Security Standard) and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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. There are no pending or, to the knowledge of the Company, threatened Actions in relation to the matters of this Section 3(jj).

Appears in 2 contracts

Sources: Underwriting Agreement (Squarespace, Inc.), Underwriting Agreement (Squarespace, Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliates subsidiaries have implemented and maintained commercially reasonable technical and organizational controls, policies, procedures, and safeguards to (i) maintain and protect their material Personal Data and sensitive, proprietary, confidential information or regulated data (collectively, the “Confidential Data”) from accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or unauthorized access and (ii) maintain and protect 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”)) Confidential Data used in connection with their businesses. Except as would not, and individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there have been (i) no breaches, violations, outages outages, security incidents, or violations of any Privacy Requirements in relation to Confidential Data, 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, and (ii) no government authority or supervisory body, nor any incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effectsame. The Partnership Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all 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 2 contracts

Sources: Underwriting Agreement (10x Genomics, Inc.), Underwriting Agreement (10x Genomics, Inc.)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaries’ 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, 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 Partnership Company and its controlled affiliates subsidiaries as currently conductedconducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Company and its controlled affiliates subsidiaries have at all times implemented and maintained commercially reasonable all reasonably necessary controls, policies, procedures, and safeguards consistent with industry standards and practices for similarly situated companies to maintain and protect their material confidential information and the integrity, availability, privacy, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data data) (“Personal Company Data”)) used in connection with their businessesbusiness, and there have been (i) no breaches, violations, outages outages, compromises, or unlawful or unauthorized acquisitions of, disclosures of, uses of or accesses to the same, except for those that in each case as would not, individually or in the aggregate, reasonably be expected to have been remedied without material cost a Material Adverse Effect. There are no privacy or liability or the duty to notify any other person, and (ii) no security incidents under internal review or investigations relating to the same except that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except in each case as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership , the Company and its controlled affiliates subsidiaries are presently and, at all times, have been in material compliance with all (i) applicable laws or statutes and all applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or court, arbitrator, governmental or regulatory authority having jurisdiction over the Partnership authority; and its controlled affiliates, and all (ii) internal policies and contractual obligations obligations, each (i) and (ii) 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 modificationCompany Data.

Appears in 2 contracts

Sources: Underwriting Agreement (Verve Therapeutics, Inc.), Underwriting Agreement (Verve Therapeutics, Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not reasonably be expected to cause a Material Adverse Effect, (i) the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates 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 Partnership ; (ii) the Company and its controlled affiliates 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 their 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, and there have been (i) no breaches, violations, outages or unauthorized uses of or accesses to the sameCompany and its subsidiaries’ IT Systems. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, except for those that have been remedied without material cost or liability or the duty to notify any other personpolicies, procedures, and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their IT Systems and data (iiincluding all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) no incidents under internal review reasonably consistent with industry standards and practices, or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effectrequired by applicable regulatory standards. The Partnership Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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, 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 (Idex Corp /De/), Underwriting Agreement (Idex Corp /De/)

Cybersecurity; Data Protection. The Partnership and its controlled 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 Partnership and its controlled affiliates as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership and its 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 The Company and its subsidiaries have been remedied without material cost or liability or the duty to notify any other personcomplied, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership and its controlled affiliates are presently in material compliance compliance, with all internal and external privacy policies, contractual obligations, industry standards, applicable laws or statutes statutes, and all applicable judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority having jurisdiction over and any contractual or legal obligations regarding the Partnership collection, use, transfer, import, export, storage, protection, security, disposal and disclosure by the Company and its controlled affiliates, and all internal policies and contractual obligations relating to the privacy and security subsidiaries of IT Systems and Personal Data (“Data Security Obligations”); (ii) neither the Company nor any of its subsidiaries has received any notification of or complaint regarding, or are aware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Security Obligation; and (iii) there is no pending, or to the protection knowledge of the Company, threatened, action, suit or proceeding by or before any court or governmental agency, authority or body pending or threatened alleging non-compliance with any Data Security Obligation, except in the case of clause (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have taken steps reasonably necessary in accordance with industry standard practices to protect such IT Systems information against loss and Personal Data from against unauthorized use, access, misappropriation misappropriation, modification, disclosure or modificationother misuse, except in each case to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. To the knowledge of the Company, except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus or as would not individually or in the aggregate have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, there has been no unauthorized access to such information. The Company and its subsidiaries have taken or will take all necessary actions to comply with all applicable laws and regulations with respect to 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 have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, as soon as they take effect.

Appears in 2 contracts

Sources: Equity Distribution Agreement (Arcus Biosciences, Inc.), Equity Distribution Agreement (Arcus Biosciences, Inc.)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conductedconducted and as proposed to be conducted in the Registration Statement, the Pricing Disclosure Package and the Prospectus, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Company and its controlled affiliates 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 (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 personperson or entity, and (ii) no nor any incidents under internal review or investigations relating to the same except same. Except as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Effect. The Partnership , the Company and its controlled affiliates subsidiaries have complied with and are presently in material compliance with all applicable laws or statutes (including without limitation, to the extent applicable, the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, the California Consumer Privacy Act and the European Union General Data Protection Regulation (the “GDPR”) and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership authority, internal and its controlled affiliatesexternal policies, and all internal policies and contractual obligations relating to the privacy and security of IT Systems and the collection, use, transfer, import, export, storage, disposal and disclosure of Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationmodification (“Data Security Obligations”). Neither the Company nor any of its subsidiaries have received any notification of or complaint regarding non-compliance with any Data Security Obligation, and there is no pending or, to the knowledge of the Company, threatened, action, suit or proceeding by or before any court or governmental agency, authority or body alleging non-compliance with any Data Security Obligation. The Company and its subsidiaries have made all disclosures as required by applicable laws and regulatory rules or requirements in connection with such Data Security Obligations, and no such disclosures have been inaccurate or in violation of any applicable laws or regulatory rules and requirements. The Company and its subsidiaries have taken all necessary actions to prepare to comply with the GDPR and 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, as soon they take effect.

Appears in 2 contracts

Sources: Underwriting Agreement (Aligos Therapeutics, Inc.), Underwriting Agreement (Aligos Therapeutics, Inc.)

Cybersecurity; Data Protection. (i) The Partnership Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates 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 Partnership ; (ii) the Company and its controlled affiliates 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 (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, and (ii) no nor any incidents under internal review or investigations relating to the same except as would not, individually or in same; and (iii) the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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, except, with respect to each of clauses (i) and (iii), as would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries have taken commercially reasonable actions to prepare to comply with all 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 as soon they take effect.

Appears in 2 contracts

Sources: Underwriting Agreement (Verisign Inc/Ca), Underwriting Agreement (Verisign Inc/Ca)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaries’ 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 subsidiaries) (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 Partnership Company and to the Knowledge of the Company, its controlled affiliates as currently conducted, subsidiaries are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Company and its controlled affiliates subsidiaries have implemented and maintained commercially reasonable appropriate controls, policies, procedures, and safeguards necessary 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”)) used in connection with their businesses. Without limiting the foregoing, the Company and there its subsidiaries have been (i) no breachesused reasonable efforts to establish, violationsmaintain, outages implement and comply with reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards and 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 unauthorized uses modification, or other compromise or misuse of or accesses relating to any information technology system or Data used in connection with the operation of the Company’s and its subsidiaries’ businesses (“Breach”) and, there has been no such Breach. 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 such Breach. This representation is limited in each case to the same, except for those extent that such breach or noncompliance would not reasonably be expected to have been remedied without material cost or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership and its controlled affiliates are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court 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 except as otherwise disclosed in the privacy and security of IT Systems and Personal Data and to Registration Statement or the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationProspectus.

Appears in 2 contracts

Sources: At Market Issuance Sales Agreement (Bitdeer Technologies Group), At Market Issuance Sales Agreement (Bitdeer Technologies Group)

Cybersecurity; Data Protection. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its controlled affiliatessubsidiaries’ information technology assets and assets, equipment, computers, systems, networks, software, hardware, softwarecomputers, 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company and its controlled affiliates 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 (ii) 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 nor any other person, and (ii) no incidents currently under internal review or investigations relating to the same except same. Except as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership Effect and except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to collected, stored, processed, transferred, disclosed or used by the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation Company or modificationits subsidiaries.

Appears in 1 contract

Sources: Underwriting Agreement (Sotera Health Co)

Cybersecurity; Data Protection. The Partnership Except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conductedconducted as described in the Registration Statement, free the Pricing Disclosure Package and clear of all material the Prospectus, and (ii) to the Company’s knowledge, such IT Systems are not infected by viruses, bugs, errorsmalware, defects, Trojan horses, time bombs, malware and disabling code or other corruptantsharmful code. The Partnership Company and its controlled affiliates have implemented subsidiaries taken commercially reasonable actions, consistent with current industry standards and maintained their obligations to third parties, to implement and maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material trade secrets and 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, and and, to the knowledge of the Company, 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, and (ii) no nor any incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effectsame. The Partnership Company and its controlled affiliates subsidiaries, taken as a whole, are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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; and the Company and its subsidiaries have implemented backup and disaster recovery technology reasonably consistent with industry standards and practices, except to the extent that any inconsistency would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (Oyster Point Pharma, Inc.)

Cybersecurity; Data Protection. The Partnership (i) Each Company Party and its controlled affiliatessubsidiaries’ 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 Partnership such Company Party and its controlled affiliates 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 Partnership ; (ii) each Company Party and its controlled affiliates 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 (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, and (ii) no nor any incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership same; (iii) each Company Party and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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; and (iv) each Company Party and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation and have taken all necessary actions 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 liability, as soon they take effect, except as would not, in the case of each of clause (i), (ii), (iii) and (iv), reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (TPG Partners, LLC)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiariesrespective information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, technology, data and databases (including confidential information, trade secrets or other data of the Company or any of its subsidiaries or their respective users, customers, employees, suppliers, vendors, personal data and any third party data maintained by or on behalf of the Company and its subsidiaries (collectively, “IT SystemsSystems and Data”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Company and its controlled affiliates subsidiaries have implemented and maintained commercially reasonable controls, policies, procedurescomplied, and safeguards are presently in compliance with all applicable laws and statutes and any judgments, orders, rules or regulations of any court or arbitrator or other governmental or regulatory authority, and all applicable internal policies and contractual obligations and any other legal obligations, in each case, relating to maintain and protect their material confidential information and the integrity, continuous operation, redundancy privacy and security of all IT Systems and Data, and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification and the collection, use, transfer, processing, import, export, storage, protection, disposal and disclosure of data (including all personalcollectively, personally identifiable, sensitive, confidential or regulated data (the Personal DataData Security Obligations”)) 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, and (ii) no 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 Partnership Company and its controlled affiliates are presently in material compliance with all applicable laws or statutes subsidiaries have used reasonable efforts to establish and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesmaintain, and all internal have established, implemented, maintained and complied with, commercially reasonable information technology, information security, cyber security and data protection controls, policies and contractual obligations relating procedures designed to the privacy protect against and prevent security breaches of, unauthorized access to and other similar compromises of IT Systems and Personal Data as required by applicable regulatory standards. The Company and its subsidiaries have not experienced and have no knowledge of any cyber-attack, security breach, unauthorized access or other similar compromise to the protection of such their IT Systems and Personal Data from (“Breach”), which attack, breach, unauthorized use, access, misappropriation or modificationsimilar compromise that would reasonably be expected to result in a Material Adverse Effect. There have been no Breaches, violations, outages, or unauthorized uses of or accesses to any IT Systems and Data used in connection with the operation of the Company’s and its subsidiaries’ businesses that would reasonably be expected to result in a Material Adverse Effect; the Company and its subsidiaries have not received notification of, and have no knowledge of, any event or condition that would reasonably be expected to result in, a Breach to their IT Systems and Data that would reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any written notification of or complaint regarding, and has no knowledge of any facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Security Obligation by the Company or any of its subsidiaries, and there is no action, suit or proceeding by or before any court or governmental agency, authority or body, pending or, to the Company’s knowledge, threatened alleging non-compliance with any Data Security Obligation by the Company or any of its subsidiaries.

Appears in 1 contract

Sources: Equity Distribution Agreement (Cardlytics, Inc.)

Cybersecurity; Data Protection. The Partnership Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company’s and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership corruptants that could reasonably be expected to have a Material Adverse Effect; (ii) the Company and its controlled affiliates 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 (i) no breaches, violations, outages or unauthorized uses of or accesses to the same, except for (x) those that did not or would not reasonably be expected to result in a Material Adverse Effect and (y) those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no nor any material incidents under internal review or investigations relating to investigation; (iii) the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes (including the European Union General Data Protection Regulation to the extent applicable) and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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, except as would not, individually or in the aggregate, have a Material Adverse Effect; and (iv) the Company and its subsidiaries have initiated steps reasonably necessary to prepare to timely comply with applicable requirements under the California Consumer Privacy Act of 2018.

Appears in 1 contract

Sources: Underwriting Agreement (AssetMark Financial Holdings, Inc.)

Cybersecurity; Data Protection. The Partnership Except as described in the Registration Statement 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 controlled affiliates’ 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 adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Partnership Company and its controlled affiliates as currently conductedsubsidiary, free and clear of all material bugs, errors, defects, known Trojan horses, time bombs, malware and other corruptants. The Partnership ; and (ii) the Company and its controlled affiliates subsidiary 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 (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, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, not reasonably be excepted to result in a Material Adverse Effect. The Partnership Without limiting the foregoing, the Company and its controlled affiliates are presently in material compliance with all applicable laws or statutes Subsidiaries have used commercially reasonable efforts to establish and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesmaintain, and all internal have established, maintained, implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies and contractual obligations relating to the privacy procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security of IT Systems plans that are designed to protect against and Personal Data and to the protection of such IT Systems and Personal Data from prevent breach, destruction, loss, unauthorized usedistribution, misuse, unauthorized access, disablement, misappropriation or modification, or other compromise of the IT Systems or Data used in connection with the operation of the Company’s and its Subsidiaries’ businesses (“Breach”). To the knowledge of the Company, there has been no Breach and the Company has not been notified of and have no knowledge of any event or condition that would reasonably be expected to result in, any such Breach.

Appears in 1 contract

Sources: Equity Distribution Agreement (LAVA Therapeutics NV)

Cybersecurity; Data Protection. The Partnership and its controlled affiliates’ 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, and databases owned or controlled by the Company and its subsidiaries (collectively, “IT Company Systems”) are adequate for, and operate and perform in all material respects as required in connection with with, the operation of the business businesses of the Partnership Company and its controlled affiliates subsidiaries as currently conducted, and are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its controlled affiliates subsidiaries have implemented and maintained commercially reasonable industry-standard controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Company Systems and data stored therein (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Private Data”)) used in connection with their businesses), and there have been (i) no breaches, violations, outages or unauthorized uses of or accesses to the samesuch Company Systems and Private Data, except for those that have been remedied without material cost or liability or the duty to notify nor are there any other person, and (ii) no incidents under internal review or investigations relating to the same except same. Except as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Effect. The Partnership , the Company and its controlled affiliates subsidiaries are presently in material compliance with (i) all applicable laws or statutes and statutes, (ii) all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliates, and (iii) all internal policies and contractual obligations obligations, in each case, relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Company Systems and Personal Private Data from unauthorized or illegal use, access, destruction, disclosure, misappropriation or modificationmodification (collectively, the “Company Security and Privacy Obligations”). Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body pending or threatened alleging non-compliance by the Company or its subsidiaries with any of the Company Security and Privacy Obligations.

Appears in 1 contract

Sources: Underwriting Agreement (Cava Group, Inc.)

Cybersecurity; Data Protection. The Partnership Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) the Company and its controlled affiliatessubsidiaries’ 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 subsidiaries) (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as reasonably required in connection with with, the operation of the business of the Partnership Company and its controlled affiliates as currently conductedsubsidiaries 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 Partnership ; (ii) the Company and its controlled affiliates 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”)) used in connection with their businesses; (iii) without limiting the foregoing, 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, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates are presently in material compliance subsidiaries have used reasonable efforts to establish, maintain, implement and comply with all applicable laws or statutes reasonable information technology, information security, cyber security and all applicable judgmentsdata protection controls, orders, rules and regulations of any court 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 procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security of IT Systems plans that are designed to protect against and Personal Data and to the protection of such IT Systems and Personal Data from prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any of the Company’s or its subsidiaries’ information technology system or Data (“Breach”) and there has been no such Breach; and (iv) 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 such Breach.

Appears in 1 contract

Sources: Placement Agency Agreement (IREN LTD)

Cybersecurity; Data Protection. The Partnership Except as disclosed in the Registration Statement, in the Prospectus and in the Pricing Disclosure Package, the Company and its controlled affiliatesSubsidiaries’ 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 Partnership Company and its controlled affiliates Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as disclosed in the Registration Statement, in the Prospectus and in the Pricing Disclosure Package, the Company and its controlled affiliates 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 disclosed in the Registration Statement, in the Prospectus and in the Pricing Disclosure Package and except as would not, individually or in the aggregate, have a Material Adverse Change, 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, and (ii) no nor any incidents under internal review or investigations relating to the same except same. Except as would not, individually or disclosed in the aggregateRegistration Statement, result in a Material Adverse Effect. The Partnership the Prospectus and its controlled affiliates in the Pricing Disclosure Package, the Company and the Subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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, except as would not, individually or in the aggregate, have a Material Adverse Change.

Appears in 1 contract

Sources: Underwriting Agreement (AtriCure, Inc.)

Cybersecurity; Data Protection. The Partnership (i) Except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliatessubsidiaries comply and have at all times complied with applicable privacy, data security and data protection laws and regulations, contractual obligations, applicable industry guidelines and codes of conduct including, to the extent applicable, the Payment Card Industry Data Security Standard and Company policies applicable to the Company’s and its subsidiariescollection, handling, usage, disclosure and storage of all personally identifiable data (“Personal Data”) (collectively, the “Privacy Requirements”). (ii) The Company and its subsidiaries have policies and procedures in place in accordance in all material respects with applicable Privacy Requirements and takes appropriate steps which are reasonably designed to comply in all material respects with such policies and procedures. (iii) To the extent required under applicable Privacy Requirements, the Company and its subsidiaries have required and do require third parties to which they provide any Personal Data to maintain the privacy and security of such Personal Data, including by contractually requiring such third parties to protect such Personal Data from unauthorized access by and/or disclosure to any unauthorized third parties, except where a failure to do so would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of its subsidiaries has experienced any security incident breaches, violations, or outages that has compromised the privacy and/or security of any Personal Data and/or the information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) through which any such Personal Data is collected or processed or on which the Personal Data is stored, nor has there been any unauthorized uses of the same, except for those that have been remedied without material costs or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. (iv) Neither the Company nor any of its subsidiaries has received written notice asserting a violation by the Company or any of its subsidiaries of any of the Privacy Requirements. Neither the Company nor any of its subsidiaries is (i) currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Requirements; or (ii) a party to any order, decree, or agreement that imposes any obligation or liability by any governmental or regulatory authority under any Privacy Requirements. (v) Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company’s and its subsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership and its controlled affiliates have Company 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”)) Data used in connection with their its 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, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership and its controlled affiliates are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court 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 1 contract

Sources: Sales Agreement (Rapid Micro Biosystems, Inc.)

Cybersecurity; Data Protection. The Partnership To the knowledge of the Companies and its controlled affiliatesthe Guarantor, the Companies, the Guarantor and their 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 Partnership Companies, the Guarantor and its controlled affiliates 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 Partnership Companies, the Guarantor and its controlled affiliates 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 (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, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in have a Material Adverse Effect. The Partnership Companies, the Guarantor and its controlled affiliates their respective subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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 1 contract

Sources: Underwriting Agreement (Gaming & Leisure Properties, Inc.)

Cybersecurity; Data Protection. The Partnership Except as disclosed in the Registration Statement, the Time of Sale Information or the Prospectus or as would not individually or in the aggregate have a Material Adverse Effect on the Company and its controlled affiliatessubsidiaries, taken as a whole, the Company and its subsidiaries’ 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 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 Partnership Company and its controlled affiliates as currently conductedsubsidiaries, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as would not have, individually or in the aggregate, a Material Adverse Effect, the Company and its controlled affiliates subsidiaries have implemented and maintained all commercially reasonable controls, policies, procedures, and safeguards necessary 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, household, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses. Without limiting the foregoing, the Company and there its subsidiaries have been (i) no breachesused commercially reasonable efforts to establish and maintain and have established, violationsmaintained, outages or unauthorized uses of or accesses to the sameimplemented and complied with, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except as would notnot have, individually or in the aggregate, result in a Material Adverse Effect. The Partnership , reasonable information technology, information security, cyber security and its controlled affiliates are presently in material compliance with all applicable laws or statutes and all applicable judgmentsdata protection controls, orders, rules and regulations of any court 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 procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security of IT Systems plans that are designed to protect against and Personal Data and to the protection of such IT Systems and Personal Data from prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any information technology system or Data used in connection with the operation of the Company’s and its subsidiaries’ businesses (“Breach”). Except as disclosed in the Registration Statement, the Time of Sale Information or the Prospectus or as would not individually or in the aggregate have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, to the knowledge of the Company, there has been no such Breach.

Appears in 1 contract

Sources: Underwriting Agreement (First American Financial Corp)

Cybersecurity; Data Protection. The Partnership (i) Each Company Party and its controlled affiliatessubsidiaries’ 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 Partnership such Company Party and its controlled affiliates subsidiaries as currently conducted, and are, to the knowledge of the Company Parties, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership ; (ii) each Company Party and its controlled affiliates 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 (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, and (ii) no nor any incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership same; (iii) each Company Party and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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; and (iv) each Company Party and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation and have taken all necessary actions 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 liability, as soon they take effect, except as would not, in the case of each of clause (i), (ii), (iii) and (iv), reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (TPG Inc.)

Cybersecurity; Data Protection. The Partnership Except as disclosed in the Registration Statement and the Prospectus, or except as would not reasonably be expected to result in a material adverse effect, (i) the Company and its controlled affiliatessubsidiariesrespective information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, technology, data and databases (including confidential information, trade secrets or other data of the Company or any of its subsidiaries or their respective users, customers, employees, suppliers, vendors, personal data and any third party data maintained by or on behalf of the Company and its subsidiaries (collectively, “IT SystemsSystems and Data”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership and its 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, conducted and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries have complied, and are presently in material compliance with all applicable laws or and statutes and all applicable any judgments, orders, rules and or regulations of any court or arbitrator or other governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all internal policies and contractual obligations and any other legal obligations, in each case, relating to the privacy and security of IT Systems and Personal Data (collectively, the “Data Security Obligations”). Except as disclosed in the Registration Statement and the Prospectus, or except as would not reasonably be expected to result in a material adverse effect, (i) the Company and its subsidiaries have used reasonable efforts to establish and maintain, and have established, implemented, maintained and complied with, commercially reasonable information technology, information security, cyber security and data protection controls, policies and procedures to protect against and prevent security breaches of, unauthorized access to and other similar compromises of such IT Systems and Personal Data from in accordance with industry practices and as required by applicable regulatory standards, (ii) the Company and its subsidiaries have not experienced and have no knowledge of any cyber-attack, security breach, unauthorized useaccess or other similar compromise to their IT Systems and Data (“Breach”), access(iii) the Company and its subsidiaries have not received notification of, misappropriation and have no knowledge of, any event or modificationcondition that would reasonably be expected to result in a Breach to their IT Systems and Data, (iv) neither the Company nor any of its subsidiaries has received any written notification of or complaint regarding, and has no knowledge of any facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Security Obligation by the Company or any of its subsidiaries and (v) there is no action, suit or proceeding by or before any court or governmental agency, authority or body, pending or, to the Company’s knowledge, threatened in writing alleging non-compliance with any Data Security Obligation by the Company or any of its subsidiaries. Any certificate signed by any officer of the Company and delivered to the Managers or to counsel for the Managers in connection with this Agreement or any Terms Agreement shall be deemed a representation and warranty by the Company, as to matters covered thereby, to the Managers.

Appears in 1 contract

Sources: Equity Distribution Agreement (International Seaways, Inc.)

Cybersecurity; Data Protection. The Partnership and its controlled affiliates’ Company’s 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, 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 Partnership and its controlled affiliates Company as currently conductedconducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Partnership and its controlled affiliates have Company has at all times implemented and maintained commercially reasonable all reasonably necessary controls, policies, procedures, and safeguards consistent with industry standards and practices for similarly situated companies to maintain and protect their material confidential information and the integrity, availability, privacy, continuous operation, redundancy and security of all IT Systems and data (including all personalPersonal Data, personally identifiable, sensitive, confidential or regulated data data) (“Personal Company Data”)) used in connection with their businessesits business, and there have been (i) no 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, and (ii) no incidents under internal review or investigations relating to the same except in each case as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership and its controlled affiliates are Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company is presently and, at all times, has been in material compliance with all (i) applicable laws or statutes and all applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or court, arbitrator, governmental or regulatory authority having jurisdiction over the Partnership authority; and its controlled affiliates, and all (ii) internal policies and contractual obligations obligations, each (i) and (ii) 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 modificationCompany Data.

Appears in 1 contract

Sources: Underwriting Agreement (Dyne Therapeutics, Inc.)

Cybersecurity; Data Protection. The Partnership and its controlled affiliates’ Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Issuer’s 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 Partnership and its controlled affiliates Issuer as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership and its controlled affiliates have Issuer has 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 (including protected health information) (“Personal Data”)) used collected, used, stored or processed in connection with their businesses, and except as would not reasonably be expected to have, individually or in the aggregate, 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 nor any other person, and (ii) no incidents under internal review or investigations relating to the same except same. Except as would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse Effect. The Partnership , the Issuer has been for the past three (3) years and its controlled affiliates are presently in material compliance with all applicable laws Laws or statutes (including the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (“HIPAA”)) and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership authority, internal and its controlled affiliatesexternal privacy policies, and all internal policies applicable industry standards 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 and regarding the collection, use, transfer, import, export, storage, disposal and disclosure by the Issuer of Personal Data (“Data Protection Obligations”). The Issuer has not received any written notification of or written complaint regarding, or is aware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance in any material respect with any Data Protection Obligation. There is no pending, or to the knowledge of the Issuer, threatened, action, suit or proceeding by or before any court or governmental agency, authority or body pending or threatened alleging non-compliance in any material respect with any Data Protection Obligation. The Issuer has taken commercially reasonable steps in accordance with industry standard practices (including implementing and monitoring compliance with adequate measures with respect to technical and physical security) designed to protect Personal Data collected, used or otherwise processed by the Issuer. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Issuer has made all disclosures to users or customers required by applicable Laws and regulatory rules or requirements and no such disclosures have been inaccurate or in violation of any applicable Laws or regulatory rules and requirements.

Appears in 1 contract

Sources: Note Purchase Agreement (Eargo, Inc.)

Cybersecurity; Data Protection. The Partnership and its controlled affiliatesCompany Parties’ 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 Partnership Company Parties and its controlled affiliates their Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptantscorruptants except as would not reasonably be expected to have a Material Adverse Effect. The Partnership Company Parties and its controlled affiliates their 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 identifiable or regulated data (“Personal Data”)) used in connection with their businesses. To the knowledge of the Company Parties, and there have been (i) no breaches, violations, outages or unauthorized uses of or accesses to the sameIT Systems or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no nor any incidents under internal review or investigations relating to the same and the Company Parties 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 security breach or other compromise to the IT Systems and Personal Data, except as would not, individually or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect. The Partnership Company Parties and its controlled affiliates their Subsidiaries are presently in compliance in all material compliance respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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. The Company Parties and their Subsidiaries have used reasonable best efforts to implement backup and disaster recovery technology consistent with industry standards and practices in all material respects.

Appears in 1 contract

Sources: Backstop Commitment Agreement (WeWork Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not reasonably be expected to have a Material Adverse Effect, (A) the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, and are, to the best knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership ; (B) the Company and its controlled affiliates 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 ; (C) there have been (i) no breaches, violations, outages or unauthorized uses of or accesses to same; (D) the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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; and (E) the Company and its subsidiaries have taken all necessary actions to prepare to comply with all 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 liability as soon as they take effect.

Appears in 1 contract

Sources: Underwriting Agreement (Amkor Technology, Inc.)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates 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, be reasonably expected to result in a Material Adverse Change. The Partnership Company and its controlled affiliates subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material Personal Data, confidential information and the integrity, continuous operation, redundancy and security of all IT Systems information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases 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 such controls, policies, procedures and safeguards the failure to maintain, or such breaches, violations, outages or unauthorized uses or accesses that would not, individually or in the aggregate, reasonably be expected to have been remedied without material cost or liability or the duty to notify a Material Adverse Change, nor any other person, and (ii) no incidents under internal review or investigations relating to the same except as same. Except where non-compliance would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Partnership Change, the Company and each of its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court 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 data privacy and security and data protection laws and regulations regarding the collection, use, transfer, storage, protection, disposal or disclosure of IT Systems and Personal Data (as defined below) processed, stored or collected by the Company and its subsidiaries (collectively, the “Privacy Laws”). “Personal Data” means personally identifiable information, protected health information, financial information, “personal data” as defined by the EU General Data Protection Regulations (EU 2016 679) and all other information subject to Privacy Laws. The Company and its subsidiaries have policies and procedures reasonably designed to (i) ensure compliance with Privacy Laws and its privacy policies on its website or other consumer facing communications; and (ii) reasonably protect the protection security and confidentiality of such IT Systems and all Personal Data from unauthorized useData. Neither the Company nor any subsidiary has received written notice of any actual or potential material liability under or relating to, accessor actual or potential material violation of, misappropriation or modificationany of the Privacy Laws.

Appears in 1 contract

Sources: Underwriting Agreement (Consensus Cloud Solutions, Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not, individually or in the aggregate, result in a Material Adverse Effect, the Company and its controlled affiliatessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate in capacity and operation for, and operate and perform in all material respects as required in connection with the operation of the business of the Partnership Company and its controlled affiliates subsidiaries as currently conducted, to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Company and its controlled affiliates 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 collected, used or otherwise processed by it or on its behalf in connection with their businesses (“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, and (ii) no incidents under internal review or investigations relating to the same each case except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership and its controlled affiliates are Except as would not, individually or in the aggregate, result in a Material Adverse Effect, there have been no breaches, violations, outages or unauthorized uses of, or accesses to, such IT Systems or Personal Data. Except as would not, individually or in the aggregate, result in a Material Adverse Effect, the Company is presently in material compliance with all applicable laws or statutes and all applicable and binding judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and with all of the Company’s internal policies and contractual obligations obligations, in each case, 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 any of its subsidiaries (i) is subject to any sanction relating to cybersecurity, data privacy, confidentiality or archive administration, or any cybersecurity review by the CAC, the CSRC, or any other relevant governmental authority of the PRC, or (ii) has received notice of any pending or, to the knowledge of the Company, threatened investigation, inquiry or sanction relating to cybersecurity, data privacy, confidentiality or archive administration, or any cybersecurity review, by the CAC, the CSRC, or any other relevant governmental or regulatory authorities of the PRC on the Company, its subsidiaries or any of their respective directors, officers and employees.

Appears in 1 contract

Sources: Underwriting Agreement (Ascentage Pharma Group International)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatesBrilliant Earth and their subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) (i) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business businesses of the Partnership Company and its controlled affiliates Brilliant Earth and their subsidiaries as currently conducted, (ii) have not malfunctioned or failed and, (iii) to the Company’s or Brilliant Earth’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, back doors, drop dead devices, malware and other corruptants, including software or hardware components that are designed to interrupt use of, permit unauthorized access to or disable, damage or erase the IT Systems, in each case (i) – (iii), except as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Company and Brilliant Earth and their subsidiaries’, taken as a whole. The Partnership Company and its controlled affiliates Brilliant Earth and their subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards consistent with applicable regulatory standards and customary industry practices designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data and information (including all personal, personally identifiable, sensitive, confidential or regulated data and information of their respective customers, employees, suppliers, vendors or any other third-party data, to the extent such data is personal, personally identifiable, sensitive, confidential or regulated, collected, used, stored, maintained or otherwise processed by or on behalf of the Company or Brilliant Earth or any of their subsidiaries) (collectively, Personal Data”)) used in connection with their businesses, and and, to the Company’s or Brilliant Earth’s knowledge, there have been (i) no breaches, violations, outages outages, destructions, losses, misappropriations, modifications, misuses or unauthorized uses or disclosures of or accesses to the samesame (each, a “Breach”), except for those that have been remedied without material cost or liability or the duty to notify any other person. The Company and Brilliant Earth and their subsidiaries have not been notified of, and (ii) have no knowledge of, any event or condition that would reasonably be expected to result in any Breach, or any incidents under internal review or investigations relating to the same same, except as would notnot reasonably be expected to, individually or in the aggregate, result in have a Material Adverse Effectmaterial adverse effect on the Company and Brilliant Earth and their subsidiaries’, taken as a whole. The Partnership Company and its controlled affiliates Brilliant Earth and their subsidiaries have complied and are presently in material compliance with all applicable laws or statutes laws, rules, regulations, industry standards and all applicable judgmentsstatutes, orders, rules judgments and regulations orders of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all internal external policies and contractual obligations obligations, in each case, relating to the collection, use, transfer, import, export, storage, protection, disposal, disclosure, processing, privacy and security of IT Systems and Personal Data (collectively, the “Data Security Obligations”) and to the protection of such IT Systems and Personal Data from unauthorized usea Breach. Neither the Company nor Brilliant Earth nor any of their subsidiaries has received any written notification of or written complaint from any governmental or regulatory agency, accessauthority or body regarding, misappropriation or modificationis aware of any other facts that, individually or in the aggregate, that would reasonably indicate non-compliance with any Data Security Obligation and there is no action, suit, proceeding or claim by or before any court or governmental or regulatory agency, authority or body pending or, to the Company’s or Brilliant Earth’s knowledge, threatened alleging non-compliance with any Data Security Obligation. The Company and Brilliant Earth and their subsidiaries have implemented reasonable backup and disaster recovery technology consistent with applicable regulatory standards and customary industry practices.

Appears in 1 contract

Sources: Underwriting Agreement (Brilliant Earth Group, Inc.)

Cybersecurity; Data Protection. The Partnership (i) Except as disclosed in the Registration Statement, the Prospectus, the General Disclosure Package, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its controlled affiliates’ information technology assets subsidiaries, taken as a whole, (x) the Company and equipment, computers, its subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, websitestechnical databases, applicationswebsites and equipment used to process, store, maintain and databases operate data, information and functions used in connection with the Company’s and its subsidiaries’ businesses (collectively, the Company IT Systems”), and (y) the Company 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 Partnership Company’s and its controlled affiliates subsidiaries’ businesses as currently conducted, conducted and are free and clear of all material any bugs, errors, defects, Trojan horses, time bombs, malware and or other corruptants. The Partnership and its 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, and ; (ii) no incidents under internal review Except as disclosed in the Registration Statement, the Prospectus, the General Disclosure Package, or investigations relating to the same except as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership Effect on the Company and its controlled affiliates subsidiaries, taken as a whole, neither the Company nor any of its subsidiaries uses or distributes or has used or distributed any “free,” “open source,” or similar licensing model (including but not limited to the MIT License, Apache License, GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) in any manner that requires or has required, with respect to any proprietary software authored and owned by or on behalf of the Company or its subsidiaries, any such software code to be (x) disclosed or distributed in source code form, (y) licensed for the purpose of making derivative works or (z) redistributed at no charge; (iii) Except as disclosed in the Registration Statement, the Prospectus, the General Disclosure Package, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, (x) the Company and each of its subsidiaries are presently in material compliance with all internal and external privacy policies, applicable laws or statutes and all contractual obligations, binding industry standards, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority having jurisdiction over and any other legal obligations, in each case, relating to privacy or security with respect to the Partnership collection, use, transfer, import, export, storage, protection, disposal and disclosure by the Company or any of its subsidiaries of any information that is defined as “personal information” or “personally identifiable information” including household, sensitive, confidential or regulated data (“Data Security Obligations”, and such data, “Data”); (y) the Company has not received any written notification of or written complaint alleging non-compliance with any Data Security Obligation; and (z) to the Company’s knowledge, there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or threatened in writing alleging non-compliance by the Company or its subsidiaries with any Data Security Obligation; and (iv) Except as disclosed in the Registration Statement, the Prospectus, the General Disclosure Package, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its controlled affiliatessubsidiaries, taken as a whole, (i) the Company and each of its subsidiaries have taken reasonable technical and organizational measures designed to protect the information technology systems and Data used by the Company and its subsidiaries in the operation of their businesses and (ii) without limiting the foregoing, the Company and its subsidiaries have used reasonable efforts to establish and maintain, and all internal have established, maintained, implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies and contractual obligations relating procedures that are designed to the privacy protect against and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from prevent breach, destruction, loss, unauthorized distribution, use, accessdisablement, misappropriation or modification, or other compromise or misuse of the Company IT Systems or Data used by the Company and its subsidiaries in the operation of their businesses (“Breach”). Except as disclosed in the Registration Statement, the Prospectus, the General Disclosure Package, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, there here has been no such Breach, and the Company and its subsidiaries have not been notified in writing of any ongoing threat that is reasonably expected to result in any such Breach.

Appears in 1 contract

Sources: Underwriting Agreement (IonQ, Inc.)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatesSubsidiaries’ 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 Subsidiaries) (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 Partnership Company and its controlled affiliates as currently conducted, Subsidiaries 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 Partnership Company and its controlled affiliates Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards necessary 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”)) used in connection with their businesses. Without limiting the foregoing, the Company and there its Subsidiaries have been (i) no breachesused reasonable efforts to establish, violationsmaintain, outages implement and comply with reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards and 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 unauthorized uses modification, or other compromise or misuse of or accesses relating to any information technology system or Data used in connection with the operation of the Company’s and its Subsidiaries’ businesses (“Breach”) and, to the sameKnowledge of the Company, except for those there has been no such Breach. The Company and its Subsidiaries have not been notified of and have no knowledge of any event or condition that have been remedied without material cost or liability or the duty would reasonably be expected to notify result in, any other person, and (ii) no incidents under internal review or investigations relating such Breach. This representation is limited in each case to the same except as extent that such breach or non-compliance would not, individually or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect. The Partnership and its controlled affiliates are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court 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 except as otherwise disclosed in the privacy and security of IT Systems and Personal Data and to Registration Statement or the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationProspectus.

Appears in 1 contract

Sources: At Market Issuance Sales Agreement (Bitdeer Technologies Group)

Cybersecurity; Data Protection. The Partnership Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, including in terms of functionality and performance, 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 Partnership ; (ii) the Company and its controlled affiliates 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 confidential data (including all personal, personally identifiable, sensitive, confidential or regulated data, including, without limitation, any data which would qualify as “protected health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”), “personal data” as defined by the European Union General Data Protection Regulation (EU 2016/679 or “GDPR”), and any other piece of information that allows the identification of a natural person, or his or her family, or data related to an identified person’s health or sexual orientation (collectively, “Personal Data”)) used in connection with their businesses; (iii) to the knowledge of the Company, and there have been (i) no breaches, violations, outages or unauthorized uses of or accesses to the sameany IT Systems or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify nor any other person, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in and (iv) the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries are presently and have been at all times in material compliance with all applicable laws laws, directives or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or supragovernmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all internal policies and policies, contractual obligations and industry standards relating to the privacy and security of IT Systems and Personal Data, including, without limitation, the GDPR, the UK Data Protection ▇▇▇ ▇▇▇▇, EU Directive 2002/58/EC and all applicable national implementing legislation (“Data Protection Laws”) and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification; and (v) the Company and its subsidiaries have used commercially reasonable efforts to require their vendors, service providers or other third parties that have received access to any Personal Data from the Company or its subsidiaries to protect the privacy, security and confidentiality of such Personal Data.

Appears in 1 contract

Sources: Underwriting Agreement (Freeline Therapeutics Holdings PLC)

Cybersecurity; Data Protection. The Partnership (i) Except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliatessubsidiaries comply and have at all times complied with applicable privacy, data security and data protection laws and regulations, contractual obligations, applicable industry guidelines and codes of conduct including, to the extent applicable, the Payment Card Industry Data Security Standard and Company policies applicable to the Company’s and its subsidiariescollection, handling, usage, disclosure and storage of all personally identifiable data (“Personal Data”) (collectively, the “Privacy Requirements”). (ii) The Company and its subsidiaries have policies and procedures in place in accordance in all material respects with applicable Privacy Requirements and takes appropriate steps which are reasonably designed to comply in all material respects with such policies and procedures. (iii) To the extent required under applicable Privacy Requirements, the Company and its subsidiaries have required and do require third parties to which they provide any Personal Data to maintain the privacy and security of such Personal Data, including by contractually requiring such third parties to protect such Personal Data from unauthorized access by and/or disclosure to any unauthorized third parties, except where a failure to do so would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of its subsidiaries has experienced any security incident breaches, violations, or outages that has compromised the privacy and/or security of any Personal Data and/or the information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) through which any such Personal Data is collected or processed or on which the Personal Data is stored, nor has there been any unauthorized uses of the same, except for those that have been remedied without material costs or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. (iv) Neither the Company nor any of its Subsidiaries has received written notice asserting a violation by the Company or any of its subsidiaries of any of the Privacy Requirements. Neither the Company nor any of its Subsidiaries is (i) currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Requirements; or (ii) a party to any order, decree, or agreement that imposes any obligation or liability by any governmental or regulatory authority under any Privacy Requirements. (v) Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company’s and its subsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership and its controlled affiliates have Company 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”)) Data used in connection with their its 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, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership and its controlled affiliates are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court 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 1 contract

Sources: Underwriting Agreement (Rapid Micro Biosystems, Inc.)

Cybersecurity; Data Protection. The Partnership and its controlled affiliates’ To the Company’s Knowledge, the information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases owned by, or leased or licensed to, 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 with, the operation of the business of the Partnership Company and its controlled affiliates 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 Partnership ; the Company and its controlled affiliates 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 of their respective customers, employees, suppliers, vendors and any third-party data maintained by or on behalf of them (“Personal Data”)) used in connection with their businesses; to the Company’s Knowledge, and there have been (i) no material breaches, violations, outages or outages, unauthorized uses of, accesses to or other compromise of or accesses relating to any of the sameCompany’s or any of its Subsidiaries’ Personal Data or IT Systems, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) third party; there are no material incidents under internal review or investigations relating to any security breach or other compromise of the same except as would not, individually Company’s or in any of its Subsidiaries’ Personal Data or IT Systems and the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates Subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems or Personal Data; the Company and its Subsidiaries have implemented commercially reasonable backup and disaster recovery technology consistent with industry standards and practices; and the Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesinternal policies, and all internal policies procedures and contractual obligations relating to the privacy and security of IT Systems and the privacy, collection, use, transfer, storage, protection, disposal or disclosure of 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: Securities Purchase Agreement (Immatics N.V.)

Cybersecurity; Data Protection. The Partnership Except as would not reasonably be expected to result in a Material Adverse Change, the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates 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 Partnership Company and its controlled affiliates 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 has been disclosed in the Registration Statement and the Prospectus, there have been (i) no breaches, violations, outages or known unauthorized uses of or known accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no nor any incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effectsame. The Partnership Company and its controlled affiliates subsidiaries have complied, and are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all industry guidelines, standards, 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 result in a Material Adverse Change. The Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practice.

Appears in 1 contract

Sources: Open Market Sale Agreement (Kronos Bio, Inc.)

Cybersecurity; Data Protection. The (A) To the knowledge of the Company, the Operating Partnership and its controlled affiliateseach of their respective subsidiaries, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of the Company’s, the Operating Partnership or their respective subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective tenants, applicationscustomers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company, the Operating Partnership or their respective subsidiaries, and databases any such data processed or stored by third parties on behalf of the Company, the Operating Partnership and their respective subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data); (B) are adequate fornone of the Company, the Operating Partnership or their respective subsidiaries have been notified of, and operate have no knowledge of any event or condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and perform in all material respects as required in connection with Data and (C) the operation of Company, the business of the Operating Partnership and its controlled affiliates as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership and its controlled affiliates their respective subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and technological safeguards 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 (i) no breaches, violations, outages or unauthorized uses of or accesses to the sameas required by applicable regulatory standards, except for those that have been remedied without material cost or liability or the duty with respect to notify any other person, clauses (A) and (ii) no incidents under internal review B), for any such security breach or investigations relating to the same except incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, result have a Material Adverse Effect, or with respect to clause (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company, the Operating Partnership and its controlled affiliates their respective subsidiaries are presently in material compliance with all applicable laws or and statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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 1 contract

Sources: Underwriting Agreement (MGM Growth Properties Operating Partnership LP)

Cybersecurity; Data Protection. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliatessubsidiariesrespective 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 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Company and its controlled affiliates subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards necessary 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 protected health information) (“Personal Data”)) used collected, used, stored or otherwise processed 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 (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 nor any other person, and (ii) no incidents under internal review or investigations relating to the same except same. Except as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership , the Company and its controlled affiliates subsidiaries are presently presently, and since formation have been, in material compliance with all applicable laws or statutes (including without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act) and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership authority, internal and its controlled affiliatesexternal privacy policies, and all internal policies applicable industry standards and contractual obligations obligations, in each case, relating to the privacy and security of IT Systems and Personal Data and to Data, the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationmodification or the collection, use, transfer, import, export, storage, disposal, disclosure or other processing by the Company and its subsidiaries of Personal Data (“Data Protection Obligations”). Neither the Company nor any of its subsidiaries has received any written notification of or written complaint regarding, or is aware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance in any material respect with any Data Protection Obligation. There is no pending, or to the knowledge of the Company, threatened, action, suit or proceeding by or before any court or governmental agency, authority or body alleging non-compliance in any material respect with any Data Protection Obligation. The Company and its subsidiaries have taken commercially reasonable steps in accordance with industry standard practices (including, without limitation, implementing and monitoring compliance with adequate measures with respect to technical and physical security) designed to protect Personal Data collected, used or otherwise processed by the Company or any of its subsidiaries. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries have made all disclosures to users or customers required by the Data Protection Obligations, including applicable laws and regulatory rules or requirements, and no such disclosures have been inaccurate or in violation of any such Data Protection Obligations, applicable laws or regulatory rules and requirements.

Appears in 1 contract

Sources: Sales Agreement (Century Therapeutics, Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Company and its controlled affiliates subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards necessary 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 protected health information) (“Personal Data”)) used collected, used, stored or processed in connection with their businesses, and except as would not reasonably be expected, individually or in the aggregate, to have 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 nor any other person, and (ii) no incidents under internal review or investigations relating to the same except same. Except as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Effect. The Partnership , the Company and its controlled affiliates subsidiaries are presently presently, and since January 1, 2017 have been, in material compliance with all applicable laws or statutes (including without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act) and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership authority, internal and its controlled affiliatesexternal privacy policies, and all internal policies applicable industry standards 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 and regarding the collection, use, transfer, import, export, storage, disposal and disclosure by the Company and its subsidiaries of Personal Data (“Data Protection Obligations”). Neither the Company nor any of its subsidiaries has received any written notification of or written complaint regarding, or is aware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance in any material respect with any Data Protection Obligation. There is no pending, or to the knowledge of the Company, threatened, action, suit or proceeding by or before any court or governmental agency, authority or body pending or threatened alleging non-compliance in any material respect with any Data Protection Obligation. The Company and its subsidiaries have taken commercially reasonable steps in accordance with industry standard practices (including, without limitation, implementing and monitoring compliance with adequate measures with respect to technical and physical security) designed to protect Personal Data collected, used or otherwise processed by the Company or any of its subsidiaries. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries have made all disclosures to users or customers required by applicable laws and regulatory rules or requirements and no such disclosures have been inaccurate or in violation of any applicable laws or regulatory rules and requirements.

Appears in 1 contract

Sources: Underwriting Agreement (Eargo, Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company’s and its controlled affiliatessubsidiaries’ information technology assets and information technology equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) (i) are adequate in capacity and level of performance for, and operate and perform in all material respects as required in connection with with, the operation of the business businesses of the Partnership Company and its controlled affiliates subsidiaries as currently conducted, (ii) in the past five years have not malfunctioned or failed and (iii) to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, back doors, drop dead devices, malware and other corruptants, including software or hardware components that are designed to interrupt use of, permit unauthorized access to or disable, damage or erase the IT Systems. The Partnership Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company and its controlled affiliates subsidiaries have in the past five years implemented and maintained commercially reasonable controls, policies, procedures, and safeguards consistent with applicable regulatory requirements and customary industry practices for similarly-situated companies to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data and information (including all personal, personally identifiable, sensitive, confidential or regulated data and information of their respective customers, employees, suppliers, vendors or other third parties collected, used, stored, maintained or otherwise processed by or on behalf of the Company or any of its subsidiaries (collectively, Personal Data”)) used in connection with within their businessespossession or operational control, and (ii) there have been (i) no breachesbreaches of the security of, violationsoutages, outages destructions, losses, misappropriations, misuses or unauthorized uses uses, modifications or disclosures of or unauthorized accesses to the samesame (each, a “Breach”), except for those that have been remedied without material cost or liability or the duty to notify any other person; and (iii) the Company and its subsidiaries have not been notified of, and (ii) have no knowledge of, any event or condition that would reasonably be expected to result in any Breach, or any incidents under internal review or investigations relating to the same except same. Except as would not, individually or in the aggregate, result in not have a Material Adverse Effect. The Partnership , during the past five years (i) the Company and its controlled affiliates subsidiaries have complied and are presently in material compliance with all applicable laws or and statutes and all applicable judgmentsrules, ordersregulations, rules industry standards and regulations statutes, judgments and orders of any applicable court or arbitrator or governmental or regulatory authority having jurisdiction over authority, the Partnership Company’s and its controlled affiliates, subsidiaries’ internal and all internal external policies and contractual obligations and other legal obligations, in each case, relating to privacy, data protection or cybersecurity with respect to the privacy use, protection, and security of IT Systems and Personal the collection, use, transfer, import, export, storage, protection, disposal, disclosure, processing, privacy and security of Data (collectively, the “Data Security Obligations”) and to the protection of such IT Systems and Personal Data from unauthorized usea Breach; (ii) neither the Company nor any of its subsidiaries has received any notification of or complaint regarding its, accessor is aware of any other facts that, misappropriation individually or modificationin the aggregate, would reasonably indicate its non-compliance with any Data Security Obligation, and there is no action, suit, proceeding or claim by or before any court or governmental or regulatory agency, authority or body pending or, to the Company’s knowledge, threatened alleging non-compliance with any Data Security Obligation by the Company or any of its subsidiaries; and (iii) the Company and its subsidiaries have implemented reasonable backup and disaster recovery technology consistent with applicable regulatory standards and customary industry practices.

Appears in 1 contract

Sources: Underwriting Agreement (Vizio Holding Corp.)

Cybersecurity; Data Protection. The Partnership Issuer, the Guarantor and its controlled affiliatesthe Guarantor’s 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 Partnership Issuer, the Guarantor and its controlled affiliates 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 Partnership Issuer, the Guarantor and its controlled affiliates 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, and nor (ii) no any incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effectsame. The Partnership Issuer, the Guarantor and its controlled affiliates the Guarantor’s subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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 1 contract

Sources: Underwriting Agreement (Takeda U.S. Financing Inc.)

Cybersecurity; Data Protection. The Partnership Company’s and its controlled affiliatessubsidiaries’ 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 Partnership and its controlled affiliates Company 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 Partnership and its controlled affiliates have Company 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 (i) 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, and (ii) no nor any such actual or reasonably suspected incidents under internal review or investigations relating to the same except as same. The Company has no knowledge of any event, circumstances, or condition that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsuch breach, violation, outage, compromise, or unlawful or unauthorized acquisition of, disclosure of, use of or access to the Company Data. The Partnership Company and its controlled affiliates are presently subsidiaries are, and since their inception have been, in material compliance with all (i) applicable laws or statutes and all applicable laws, industry standards, statutes, judgments, orders, rules and regulations of any court or arbitrator or court, arbitrator, governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority; (ii) internal policies, and all internal 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

Sources: Sales Agreement (Elevation Oncology, Inc.)

Cybersecurity; Data Protection. The Partnership and its controlled affiliates’ 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 Partnership Company and its controlled affiliates 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 Partnership Company and its controlled affiliates 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 (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, and (ii) no nor any incidents under internal review or investigations relating to the same same, except as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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, 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. The Partnership Except as has not had or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Company and its controlled affiliatesSubsidiaries’ 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 Partnership Company and its controlled affiliates 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 corruptantscorruptants designed to permit unauthorized access or activity. The Partnership Company and its controlled affiliates 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 (i) no breaches, violations, outages or unauthorized uses of or accesses to the samesuch IT Systems or Personal Data, except for those that have been remedied without material cost to or liability of the Company and its Subsidiaries or the duty of the Company or any of its Subsidiaries to notify any other person, and (ii) no nor are there any incidents under internal review or investigations relating to such IT Systems or Personal Data and the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates Subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and Company or its controlled affiliatesSubsidiaries, 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 1 contract

Sources: Underwriting Agreement (Owens Corning)

Cybersecurity; Data Protection. The Partnership Except (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, (A) the Company and its controlled affiliatessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, for and operate and perform in all material respects as required in connection with the operation of the business of the Partnership Company and its controlled affiliates subsidiaries as currently conducted, and are, to the best knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership ; (B) the Company and its controlled affiliates 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 household or regulated data or information collected, stored or processed by the Company or its subsidiaries (“Personal Data”)) used in connection with their businesses; (C) to the best knowledge of the Company, and there have been (i) no breaches, violations, outages or unauthorized uses use or disclosure of or accesses access to the sameIT Systems and/or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other personperson or governmental or regulatory authority, and (ii) there are no incidents or, to Company’s knowledge, threatened incidents under internal review or investigations by governmental or regulatory authorities or other third parties relating to the same except as would not, individually or in same; (D) the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or court, arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all their own 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, loss, access, processing, misappropriation or modification, including, without limitation, the European Union General Data Protection Regulation 2016/679 and/or any implementing or supplementing local law of a European Union member state, Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002, the Federal Trade Commission Act, the Health Insurance Portability and Accountability of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, the California Consumer Privacy Act and all other laws and regulations with respect to Personal Data applicable to the Company or its subsidiaries (“Privacy Laws”); (E) the Company and its subsidiaries have not received notice of any actual or potential violation of any Privacy Laws and there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or threatened against the Company or its subsidiaries alleging non-compliance with Privacy Laws; (F) the Company has provided notice of its privacy policy on its websites where required by Privacy Laws and such privacy policies do not contain any misrepresentations of the Company’s then-current privacy practices; (G) the Company and its subsidiaries has taken commercially reasonable steps to require that any Personal Data of the Company and its subsidiaries processed by authorized third parties acting on behalf of the Company or its subsidiaries is protected with similar safeguards, in each case, in compliance with applicable laws and contractual obligations; and (H) the Company and its subsidiaries have in place safeguards and measures for the international transfer of Personal Data outside the European Economic Area that are adequate and comply with Privacy Laws.

Appears in 1 contract

Sources: Underwriting Agreement (Certara, Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conductedconducted as described in the Registration Statement, free the Pricing Disclosure Package and clear of all material the Prospectus, and (ii) to the Company’s knowledge, such IT Systems are not infected by viruses, bugs, errorsmalware, defects, Trojan horses, time bombs, malware and disabling code or other corruptantsharmful code. The Partnership Company and its controlled affiliates have implemented subsidiaries taken commercially reasonable actions, consistent with current industry standards and maintained their obligations to third parties, to implement and maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material trade secrets and 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, and and, to the knowledge of the Company, 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, and (ii) no nor any incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effectsame. The Partnership Company and its controlled affiliates subsidiaries, taken as a whole, are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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; and the Company and its subsidiaries have implemented backup and disaster recovery technology reasonably consistent with industry standards and practices, except to the extent that any inconsistency would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (Oyster Point Pharma, Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates 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 malware, viruses, disabling code and other corruptants. The Partnership Company and its controlled affiliates 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 (i) no breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that, individually or in the aggregate, 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, and (ii) no nor have there been any incidents under internal review or investigations relating related to the same same, except for any such incidents or investigations as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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, except for such failures 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 (Wolfspeed, Inc.)

Cybersecurity; Data Protection. The Partnership and (A) To the knowledge of the Company, there has been no material security breach or other compromise of the Company’s or its controlled affiliatesSubsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, software and databases (collectively, 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 Partnership and its controlled affiliates as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership and its 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 or data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with and information of their businessesrespective customers, employees, suppliers, vendors and any third parties maintained, processed or stored by the Company and its Subsidiaries, and there any such data processed or stored by third parties on behalf of the Company and its Subsidiaries); (B) neither the Company nor its Subsidiaries 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 personnotified of, and each of them have no knowledge of any material event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems or Personal Data; (iiC) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership , the Company and its controlled affiliates Subsidiaries have implemented appropriate controls, policies, procedures, and technical safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Personal Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards; (D) the Company and its Subsidiaries have at all times in the past three years been in material compliance with, and are presently in material compliance with with, all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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 modificationmodification and all applicable legal obligations regarding the collection, use, transfer, import, export, storage, protection, disposal and disclosure by the Company and its Subsidiaries of Personal Data (“Data Security Obligations”); and (E) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending, or to the knowledge of the Company, threatened, action, suit or proceeding by or before any applicable court or governmental agency, authority or body alleging non-compliance by the Company or its subsidiaries with any Data Security Obligations.

Appears in 1 contract

Sources: Underwriting Agreement (Fortegra Group, Inc)

Cybersecurity; Data Protection. The Partnership To the Company and its controlled affiliatessubsidiaries’ knowledge, except as would not reasonably be expected, individually or in the aggregate, 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”) (i) are adequate for, and operate and perform in all material respects as required in connection with with, the operation of the business businesses of the Partnership Company and its controlled affiliates subsidiaries as currently conductedconducted and as proposed to be conducted in the Registration Statement, the Time of Sale Information and the Prospectus, (ii) have not malfunctioned or failed and (iii) are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, backdoors, drop dead devices, malware and other corruptants. The Partnership Company and its controlled affiliates subsidiaries have implemented and maintained commercially reasonable 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 material IT Systems and data and information (including all personal, personally identifiable, household, sensitive, confidential or regulated data or information (“Personal Data”)) used in connection with their businesses, including as processed and there stored thereon. There have been (i) no destructions, losses, breaches, violationsoutages, outages compromises or unauthorized or unlawful uses or disclosures of or accesses to the sameCompany’s IT Systems, except for those that have been remedied without material cost Personal Data maintained, processed or liability stored or the duty to notify any other personprocessed thereon, and (ii) no incidents under internal review or investigations relating or, to the same Company and its subsidiaries’ knowledge any such data stored or processed by third parties for or on behalf of the Company or its subsidiaries (each, a “Breach”), except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries have not been notified of, and have no knowledge of, any material incidents under internal review or investigation relating to, any Breach. The Company and its subsidiaries have complied with and are presently in material compliance with all applicable laws or and statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over authority, internal and external policies, contractual obligations, binding industry standards and any other legal obligations, in each case, to the Partnership and its controlled affiliates, and all internal policies and contractual obligations extent relating to (x) the privacy and security of the IT Systems and Personal Data and to Data, (y) the protection of such IT Systems and Personal Data from unauthorized any Breach, or (z) the collection, use, accesstransfer, misappropriation storage, protection, disposal, disclosure or modificationother processing by the Company or any of its subsidiaries of Personal Data, other than as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (EXPAND ENERGY Corp)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaries’ 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 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, and 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 corruptants. The Partnership Company and its controlled affiliates 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”)) contained on the IT Systems and used in connection with their businesses. Without limiting the foregoing, the Company and its subsidiaries have used commercially reasonable efforts to establish and maintain, and have established, maintained, implemented and complied with, reasonable information technology, information security, cybersecurity and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity, disaster recovery and security plans that are designed to protect against and prevent any breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of, or security incident relating to, any IT Systems or Data used in connection with the operation of the respective businesses of the Company and its subsidiaries (“Breach”). To the knowledge of the Company, there have has 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 personBreach, and (ii) no incidents under internal review the Company and its subsidiaries have not been notified of any event or investigations relating condition that would reasonably be expected to the same except as would not, individually or in the aggregate, result in any Breach, in each case, that would reasonably be expected to have a Material Adverse Effect. The Partnership and its controlled affiliates are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court 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 1 contract

Sources: Purchase Agreement (Opko Health, Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company’s and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of, to the knowledge of the Company, all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its controlled affiliates 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 all personal data (including all personal, personally identifiable, and sensitive, confidential or regulated data (“Personal Data”)) used maintained or processed by the Company and its subsidiaries in connection with their businessesbusinesses (collectively, the “Confidential Data”), and (ii) to the knowledge of the Company, there have been (i) no breaches, violations, outages or unauthorized uses of or accesses to the samesuch Confidential Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except . Except as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Effect. The Partnership , to the knowledge of the Company, the Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all internal policies and contractual obligations relating to of the Company and its subsidiaries, governing 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. Any certificate signed by an officer of the Company and delivered to the Agents, or to counsel for the Agents, pursuant to or in connection with this Agreement, shall be deemed to be a representation and warranty by the Company to the Agents as to the matters set forth therein.

Appears in 1 contract

Sources: Atm Sales Agreement (Tidewater Inc)

Cybersecurity; Data Protection. The Partnership Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership ; (ii) the Company and its controlled affiliates 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; (iii) to the knowledge of the Company, and there have been (i) no breaches, violations, outages 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, ; and (iiiv) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries have complied and are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership authority, internal and its controlled affiliates, and all internal external policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data Data, and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationmodification and the collection, use, transfer, processing, import, export, storage, protection, disposal and disclosure of Personal Data (collectively, the “Data Security Obligations”), except, in the case of each clause above, as would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, (i) neither the Company nor any of its subsidiaries has received any notification of or complaint regarding, and is unaware of any facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Security Obligation and (ii) there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending, or to the Company’s knowledge, threatened, alleging non-compliance with any Data Security Obligation.

Appears in 1 contract

Sources: Underwriting Agreement (Exzeo Group, Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company’s and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of, to the knowledge of the Company, all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its controlled affiliates 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 all personal data (including all personal, personally identifiable, and sensitive, confidential or regulated data (“Personal Data”)) used maintained or processed by the Company and its subsidiaries in connection with their businessesbusinesses (collectively, the “Confidential Data”), and (ii) to the knowledge of the Company, there have been (i) no breaches, violations, outages or unauthorized uses of or accesses to the samesuch Confidential Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except . Except as would notnot reasonably be expected, individually or in the aggregate, result in to have a Material Adverse Effect. The Partnership , to the knowledge of the Company, the Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all internal policies and contractual obligations relating to of the Company and its subsidiaries, governing 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. Any certificate signed by an officer of the Company and delivered to Virtu, or to counsel for Virtu, pursuant to or in connection with this Agreement, shall be deemed to be a representation and warranty by the Company to Virtu as to the matters set forth therein.

Appears in 1 contract

Sources: Atm Sales Agreement (NextDecade Corp.)

Cybersecurity; Data Protection. The Partnership (i) Except as disclosed in the Registration Statement, the Prospectus, the General Disclosure Package, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its controlled affiliates’ information technology assets subsidiaries, taken as a whole, (x) the Company and equipment, computers, its subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, websitestechnical databases, applicationswebsites and equipment used to process, store, maintain and databases operate data, information and functions used in connection with the Company’s and its subsidiaries’ businesses (collectively, the Company IT Systems”), and (y) the Company 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 Partnership Company’s and its controlled affiliates subsidiaries’ businesses as currently conducted, conducted and are free and clear of all material any bugs, errors, defects, Trojan horses, time bombs, malware and or other corruptants. The Partnership and its 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, and ; (ii) no incidents under internal review Except as disclosed in the Registration Statement, the Prospectus, the General Disclosure Package, or investigations relating to the same except as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership Effect on the Company and its controlled affiliates subsidiaries, taken as a whole, neither the Company nor any of its subsidiaries uses or distributes or has used or distributed any “free,” “open source,” or similar licensing model (including but not limited to the MIT License, Apache License, GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) in any manner that requires or has required, with respect to any proprietary software authored and owned by or on behalf of the Company or its subsidiaries, any such software code to be (x) disclosed or distributed in source code form, (y) licensed for the purpose of making derivative works or (z) redistributed at no charge; (iii) Except as disclosed in the Registration Statement, the Prospectus, the General Disclosure Package, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, (x) the Company and each of its subsidiaries are presently in material compliance with all internal and external privacy policies, applicable laws or statutes and all contractual obligations, binding industry standards, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority having jurisdiction over and any other legal obligations, in each case, relating to privacy or security with respect to the Partnership collection, use, transfer, import, export, storage, protection, disposal and disclosure by the Company or any of its subsidiaries of any information that is defined as “personal information” or “personally identifiable information” including household, sensitive, confidential or regulated data (“Data Security Obligations,” and such data, “Data”); (y) the Company has not received any written notification of or written complaint alleging non-compliance with any Data Security Obligation; and (z) to the Company’s knowledge, there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or threatened in writing alleging non-compliance by the Company or its subsidiaries with any Data Security Obligation; and (iv) Except as disclosed in the Registration Statement, the Prospectus, the General Disclosure Package, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its controlled affiliatessubsidiaries, taken as a whole, (i) the Company and each of its subsidiaries have taken reasonable technical and organizational measures designed to protect the information technology systems and Data used by the Company and its subsidiaries in the operation of their businesses and (ii) without limiting the foregoing, the Company and its subsidiaries have used reasonable efforts to establish and maintain, and all internal have established, maintained, implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies and contractual obligations relating procedures that are designed to the privacy protect against and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from prevent breach, destruction, loss, unauthorized distribution, use, accessdisablement, misappropriation or modification, or other compromise or misuse of the Company IT Systems or Data used by the Company and its subsidiaries in the operation of their businesses (“Breach”). Except as disclosed in the Registration Statement, the Prospectus, the General Disclosure Package, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, there here has been no such Breach, and the Company and its subsidiaries have not been notified in writing of any ongoing threat that is reasonably expected to result in any such Breach.

Appears in 1 contract

Sources: Underwriting Agreement (IonQ, Inc.)

Cybersecurity; Data Protection. The Partnership (i) Each SDC Party and its controlled affiliatessubsidiaries’ 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 their core functionality as required in connection with the operation of the business of the Partnership Company and its controlled affiliates subsidiaries as currently conducted, except as would not, individually or in the aggregate, be material to each SDC Party and its subsidiaries, taken as a whole, (ii) to the knowledge of the SDC Parties, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership , except as would not, individually or in the aggregate, be material to each SDC Party and its controlled affiliates subsidiaries, taken as a whole; (iii) the SDC Parties and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards that are commercially reasonable for their 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 data (including all personal, personally identifiable, sensitive, regulated (including Protected Health Information under HIPAA) or confidential data collected or regulated data processed by the Company or its subsidiaries in connection with their businesses (“Personal Data”)) used and (iv) except as otherwise disclosed in connection with their businessesthe 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, to the Company’s knowledge, there have been (i) no breaches, violations, outages breaches or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost such IT Systems or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except Personal Data. Except as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership , the Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable statutes, payment card industry data security standards, judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all the Company’s and its subsidiaries’ applicable internal and customer-facing 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. No SDC Party or any of their subsidiaries is under investigation by any Governmental Authority or has received any oral, written or other claim, complaint, inquiry, or notice from any third party or any Governmental Authority related to whether the Company’s collection, processing, use, storage, security and/or disclosure of Personal Data is in violation of any applicable laws or privacy policies, or otherwise constitutes an unfair, deceptive or misleading trade practice.

Appears in 1 contract

Sources: Underwriting Agreement (SmileDirectClub, Inc.)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaries’ 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 conformance with their functional specifications and have not materially malfunctioned or failed during the operation of past three (3) years. To the business of Company’s knowledge, the Partnership and its controlled affiliates as currently conducted, free and clear of all material IT Assets do not contain any bugs, errors, defects, Trojan horses, time bombs, malware and or other corruptants, in each case that could have a material impact on the business or operations of the Company and its subsidiaries. The Partnership Company and its controlled affiliates 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”)) used in connection with their businesses, and and, to the Company’s knowledge, 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, and (ii) no nor any incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries are presently and at all times have been in material full compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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 modificationmodification (“Data Protection Requirements”), except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any subsidiary: (i) has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Data Protection Requirements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Data Protection Requirement; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability by any governmental or regulatory authority under any Data Protection Requirement.

Appears in 1 contract

Sources: Open Market Sale Agreement (Monte Rosa Therapeutics, Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company’s and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of, to the knowledge of the Company, all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as would not be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its controlled affiliates 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 all personal data (including all personal, personally identifiable, and sensitive, confidential or regulated data (“Personal Data”)) used maintained or processed by the Company and its subsidiaries in connection with their businessesbusinesses (collectively, the “Confidential Data”), and (ii) to the knowledge of the Company, there have been (i) no breaches, violations, outages or unauthorized uses of or accesses to the samesuch Confidential Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except . Except as would notnot be expected, individually or in the aggregate, result in to have a Material Adverse Effect. The Partnership , the Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all internal policies and contractual obligations relating to of the Company and its subsidiaries, governing 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. Any certificate signed by any officer or other authorized signatory of the Company and delivered to the Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

Appears in 1 contract

Sources: Underwriting Agreement (CAI International, Inc.)

Cybersecurity; Data Protection. The Partnership Except as disclosed in the Registration Statement, the Time of Sale Information or the Prospectus or as would not individually or in the aggregate have a Material Adverse Effect on the Company and its controlled affiliatessubsidiaries, taken as a whole, the Company and its subsidiaries’ 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 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 Partnership Company and its controlled affiliates as currently conductedsubsidiaries, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as would not have, individually or in the aggregate, a Material Adverse Effect or as disclosed in the Registration Statement, the Time of Sale Information or the Prospectus, the Company and its controlled affiliates subsidiaries have implemented and maintained all commercially reasonable controls, policies, procedures, and safeguards necessary 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, household, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses. Without limiting the foregoing, the Company and there its subsidiaries have been (i) no breachesused commercially reasonable efforts to establish and maintain and have established, violationsmaintained, outages or unauthorized uses of or accesses to the sameimplemented and complied with, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except as would notnot have, individually or in the aggregate, result in a Material Adverse Effect. The Partnership Effect or as disclosed in the Registration Statement, the Time of Sale Information or the Prospectus, reasonable information technology, information security, cyber security and its controlled affiliates are presently in material compliance with all applicable laws or statutes and all applicable judgmentsdata protection controls, orders, rules and regulations of any court 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 procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security of IT Systems plans that are designed to protect against and Personal Data and to the protection of such IT Systems and Personal Data from prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any information technology system or Data used in connection with the operation of the Company’s and its subsidiaries’ businesses (“Breach”). Except as disclosed in the Registration Statement, the Time of Sale Information or the Prospectus or as would not individually or in the aggregate have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, to the knowledge of the Company, there has been no such Breach.

Appears in 1 contract

Sources: Underwriting Agreement (First American Financial Corp)

Cybersecurity; Data Protection. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliatessubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, data 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 Partnership Company and its controlled affiliates subsidiaries as currently conductedconducted and as proposed to be conducted in the Registration Statement, the Disclosure Package, and the Prospectus, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, back doors, drop dead devices, malware and other corruptants. The Partnership Company and its controlled affiliates subsidiaries have established, implemented and maintained commercially reasonable and appropriate 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 IT Systems and material data (including all personal, personally identifiable, household, sensitive, confidential or regulated data or information (“Personal Company Data”)) used in connection with their businesses, in compliance with all applicable laws and regulatory standards in all material respects. To the knowledge of the Company, there have been (i) no material breaches, violations, outages outages, security incidents or unauthorized uses of or accesses to the same, except for those that any IT Systems or Company Data. The Company and its subsidiaries own or have been remedied without material cost or liability or the duty a valid right to notify any other personaccess and use all IT Systems and Company Data, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or have complied in the aggregate, result in a Material Adverse Effect. The Partnership all material respects and its controlled affiliates are presently in material compliance with all applicable laws or statutes and all applicable statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority having jurisdiction over the Partnership authority, binding industry standards, internal and its controlled affiliates, and all internal external policies and notices, contractual obligations and any other legal obligations, in each case relating to the privacy and security collection, use, transfer, import, export, storage, protection, disposal, disclosure or other processing by or on behalf of IT Systems and Personal the Company or any of its subsidiaries of Company Data and (“Data Security Obligations”). Neither the Company nor any of its subsidiaries have received any notification of or complaint regarding, or otherwise have knowledge of any facts that would indicate, any material non-compliance by the Company or any of its subsidiaries with any Data Security Obligation. There is no action, suit, investigation or proceeding against the Company or any of its subsidiaries by or before any court or governmental agency, authority or body pending or, to the protection knowledge of such IT Systems and Personal the Company, threatened, against the Company or any of its subsidiaries alleging material non-compliance with any Data from unauthorized use, access, misappropriation Security Obligations by the Company or modificationany of its subsidiaries.

Appears in 1 contract

Sources: Underwriting Agreement (Alta Equipment Group Inc.)

Cybersecurity; Data Protection. The Partnership and its controlled affiliatesDelek 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 in all material respects as required in connection with necessary for the operation of the business of the Partnership and its controlled affiliates 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 Partnership and its controlled affiliates 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 (i) no breaches, violations, incidents, compromises, outages or unauthorized uses of or of, accesses to the or disclosures of same, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in have a Material Adverse EffectChange, and the Delek Parties have not had a duty to notify any other person of, nor are there any incidents under internal review or investigation relating to, the same or any event or condition that would reasonably be expected to result in the same. The Partnership and its controlled affiliates Delek Parties are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all 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

Sources: Purchase Agreement (Delek Logistics Partners, LP)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaries’ 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 Partnership Company and its controlled affiliates subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliates 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 as would not, and individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there have been (i) no breaches, violations, outages or unauthorized uses of or accesses to the sameCompany and its subsidiaries’ IT Systems or data (including Personal Data), except for those that have been remedied without material cost or liability or the duty to notify nor any other person, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effectsame. The Partnership Company and its controlled affiliates subsidiaries are presently in material compliance with (i) all applicable worldwide laws or and statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all (ii) their internal policies and contractual obligations obligations, in each case of (i) and (ii), relating to the privacy and security of IT Systems and Personal Data Data, including the creation, collection, receipt, acquisition, storage, maintenance, use, disclosure, transfer, transmission, disposition, retention, and processing of Personal Data, and to the security and protection of such IT Systems and Personal Data from unauthorized use, access, disclosure, acquisition, misappropriation or modification. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries have taken all necessary actions to prepare to comply with all 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.

Appears in 1 contract

Sources: Purchase Agreement (Semtech Corp)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaires’ 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, 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 Partnership Company and its controlled affiliates subsidiaries as currently conductedconducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries have at all times implemented and maintained commercially reasonable all reasonably necessary controls, policies, procedures, and safeguards consistent with industry standards and practices for similarly situated companies to maintain and protect their material confidential information and the integrity, availability, privacy, continuous operation, redundancy and security of all IT Systems and data (including all personalPersonal Data, personally identifiable, sensitive, confidential or regulated data data) (“Personal Company Data”)) used in connection with their respective businesses, and there have been (i) no 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, and (ii) no incidents under internal review or investigations relating to the same except in each case as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliates subsidiaries are presently and, at all times, have been in material compliance with all (i) applicable laws or statutes and all applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or court, arbitrator, governmental or regulatory authority having jurisdiction over the Partnership authority; and its controlled affiliates, and all (ii) internal policies and contractual obligations obligations, each (i) and (ii) 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 modificationCompany Data.

Appears in 1 contract

Sources: Underwriting Agreement (Dyne Therapeutics, Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliatesSubsidiaries’ 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 reasonably required in connection with the operation of the business of the Partnership Company and its controlled affiliates Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliates 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 confidential data (including all personal, personally identifiable, sensitive, confidential personal data and sensitive or regulated data (collectively, the Personal Confidential Data”)) used in connection with their businesses. Except as would not, and individually or in the aggregate, reasonably be expected to have 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 same nor any other person, and (ii) no incidents under internal review or investigations relating to the same except same. Except as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership , the Company and its controlled affiliates Subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all 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: Equity Distribution Agreement (Vivus Inc)

Cybersecurity; Data Protection. The Partnership and its controlled affiliates’ 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 adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Partnership Company and its controlled affiliates 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 corruptantscorruptants that would cause a material disruption to the operation of the business of the Company and its subsidiaries. The Partnership Company and its controlled affiliates subsidiaries have implemented and maintained 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 all IT Systems and data in the Company’s possession or control (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 (i) no breaches, violations, outages or unauthorized uses of or accesses to the same, in each case, except for those that as have been remedied without material cost or liability or the duty to notify any other personnot had, and (ii) no would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, nor any incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effectsame. The Partnership Company and its controlled affiliates subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, 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, 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.

Appears in 1 contract

Sources: Underwriting Agreement (EVgo Inc.)

Cybersecurity; Data Protection. The Partnership Company and its controlled affiliatessubsidiaries’ 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, 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 Partnership Company and its controlled affiliates subsidiaries as currently conductedconducted and as proposed to be conducted as described in the Registration Statement and the Prospectus, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Partnership Company and its controlled affiliates subsidiaries have at all times implemented and maintained commercially reasonable all reasonably necessary controls, policies, procedures, and safeguards consistent with industry standards and practices for similarly situated companies to maintain and protect their material confidential information and the integrity, availability, privacy, continuous operation, redundancy and security of all IT Systems and data (including all personalPersonal Data, personally identifiable, sensitive, confidential or regulated data data) (“Personal Company Data”)) used in connection with their respective businesses, and there have been (i) no 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, and (ii) no incidents under internal review or investigations relating to the same except in each case as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The Partnership Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliates subsidiaries are presently and, at all times, have been in material compliance with all (i) applicable laws or statutes and all applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or court, arbitrator, governmental or regulatory authority having jurisdiction over the Partnership authority; and its controlled affiliates, and all (ii) internal policies and contractual obligations obligations, each (i) and (ii) 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 modificationCompany Data.

Appears in 1 contract

Sources: Open Market Sale Agreement (Dyne Therapeutics, Inc.)

Cybersecurity; Data Protection. The Partnership Company’s and its controlled affiliatessubsidiaries’ 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 Partnership and its controlled affiliates Company 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 Partnership and its controlled affiliates have Company 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 (i) 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, and (ii) no nor any such actual or reasonably suspected incidents under internal review or investigations relating to the same except as same. The Company has no knowledge of any event, circumstances, or condition that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsuch breach, violation, outage, compromise, or unlawful or unauthorized acquisition of, disclosure of, use of or access to the Company Data. The Partnership Company and its controlled affiliates are presently subsidiaries are, and since their inception have been, in material compliance with all (i) applicable laws or statutes and all applicable laws, industry standards, statutes, judgments, orders, rules and regulations of any court or arbitrator or court, arbitrator, governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority; (ii) internal policies, and all internal 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

Sources: Sales Agreement (Elevation Oncology, Inc.)

Cybersecurity; Data Protection. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliatesSubsidiaries’ 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 Partnership Company and its controlled affiliates Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Partnership Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its controlled affiliates 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. Except as would not, and individually or in the aggregate, reasonably be expected to have 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 same nor any other person, and (ii) no incidents under internal review or investigations relating to the same except as would not, individually or in the aggregate, result in a Material Adverse Effectsame. The Partnership Company and its controlled affiliates Subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority, and all 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: Equity Distribution Agreement (Evofem Biosciences, Inc.)

Cybersecurity; Data Protection. The Partnership and its controlled affiliates’ Company’s 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 Partnership and its controlled affiliates Company 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 Partnership and its controlled affiliates have Company 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 (i) 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, and (ii) no nor any such actual or reasonably suspected incidents under internal review or investigations relating to the same except as same. The Company has no knowledge of any event, circumstances, or condition that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsuch breach, violation, outage, compromise, or unlawful or unauthorized acquisition of, disclosure of, use of or access to the Company Data. The Partnership Company is, and since its controlled affiliates are presently inception has been, in material compliance with all (i) applicable laws or statutes and all applicable laws, industry standards, statutes, judgments, orders, rules and regulations of any court or arbitrator or court, arbitrator, governmental or regulatory authority having jurisdiction over the Partnership and its controlled affiliatesauthority; (ii) internal policies, and all internal 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

Sources: Underwriting Agreement (Elevation Oncology, Inc.)