Common use of Cybersecurity; Data Protection Clause in Contracts

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respects, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”)), and, there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systems, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

Appears in 4 contracts

Sources: Underwriting Agreement (Absci Corp), Sales Agreement (Absci Corp), Underwriting Agreement (Absci Corp)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptantscorruptants except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 (Duckhorn Portfolio, Inc.), Underwriting Agreement (Duckhorn Portfolio, Inc.), Underwriting Agreement (Duckhorn Portfolio, Inc.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards reasonably designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all material IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, andand to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any material incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate have implemented backup and disaster recovery technology consistent with industry standards and practicesa Material Adverse Effect.

Appears in 3 contracts

Sources: Underwriting Agreement (Northwest Natural Holding Co), Underwriting Agreement (Northwest Natural Holding Co), Underwriting Agreement (Northwest Natural Holding Co)

Cybersecurity; Data Protection. The Company To the Company’s knowledge, it and each of its subsidiaries’ subsidiaries information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have has implemented and maintained maintains commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with its businesses, andand to the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor are there any material incidents under internal review or investigations relating to the same. The Company is presently in compliance with all applicable laws or statutes and its subsidiaries all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not reasonably be expected to have implemented backup and disaster recovery technology consistent with industry standards and practicesa Material Adverse Effect.

Appears in 3 contracts

Sources: Underwriting Agreement (DiaMedica Therapeutics Inc.), Underwriting Agreement (Icad Inc), Purchase Agreement (Liqtech International Inc)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are commercially reasonably adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all material IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and to the Company’s knowledge there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any material incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate have implemented backup and disaster recovery technology consistent with industry standards and practicesa Material Adverse Effect.

Appears in 3 contracts

Sources: Underwriting Agreement (Twist Bioscience Corp), Underwriting Agreement (Twist Bioscience Corp), Underwriting Agreement (Twist Bioscience Corp)

Cybersecurity; Data Protection. The Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, bombs and malware, and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, (“Sensitive Data”)) used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Sensitive Data and to the protection of such IT Systems and Sensitive Data from unauthorized use, access, misappropriation or modification.

Appears in 3 contracts

Sources: Underwriting Agreement (Advance Auto Parts Inc), Underwriting Agreement (Advance Auto Parts Inc), Underwriting Agreement (Advance Auto Parts Inc)

Cybersecurity; Data Protection. The Company and its subsidiaries’ the Subsidiary’s 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 adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries the Subsidiary as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptantscorruptants that would, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries the Subsidiary have implemented and maintained commercially reasonable controls, policies, procedures, and and/or safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup the Subsidiary are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

Appears in 3 contracts

Sources: Underwriting Agreement (Dynex Capital Inc), Underwriting Agreement (Dynex Capital Inc), Underwriting Agreement (Dynex Capital Inc)

Cybersecurity; Data Protection. The Company and its subsidiaries’ Company’s 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 adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and to the Company’s knowledge there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been or will be remedied without material cost or liability or the IT Systemsduty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company is unaware of any breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company is in material compliance with all applicable laws or statutes and its subsidiaries have implemented backup all judgments, orders, rules and disaster recovery technology consistent with industry standards regulations of any court or arbitrator or governmental or regulatory authority, internal policies and practicescontractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

Appears in 3 contracts

Sources: Underwriting Agreement (Glenfarne Merger Corp.), Underwriting Agreement (Glenfarne Merger Corp.), Underwriting Agreement (Glenfarne Merger Corp.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants, except in each case as would not, individually or in the aggregate, reasonably be expected to have Material Adverse Effect. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material trade secrets and confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification; and the Company has implemented backup and disaster recovery technology reasonably consistent with industry standards and practices.

Appears in 3 contracts

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

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries subsidiaries, as currently conducted in all material respectsconducted, and are, to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, to the Company’s knowledge, there have been no significant breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 (Biocryst Pharmaceuticals Inc), Underwriting Agreement (Biocryst Pharmaceuticals Inc)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, operate and operate perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 (Take Two Interactive Software Inc), Underwriting Agreement (Take Two Interactive Software Inc)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by of the Company or and each of its subsidiaries (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and each of its subsidiaries have has implemented and maintained maintains commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with its businesses, andand to the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor are there any material incidents under internal review or investigations relating to the same. The Company and each of its subsidiaries have implemented backup is presently in compliance in all material respects with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

Appears in 2 contracts

Sources: Underwriting Agreement (Super League Gaming, Inc.), Underwriting Agreement (Super League Gaming, Inc.)

Cybersecurity; Data Protection. The Company and its subsidiariesthe Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are (i) adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries the Subsidiaries as currently conducted in all material respectsconducted, and (ii) to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries the Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect (i) their material confidential information (including “Personal Data,” as such term is defined under applicable Laws) in their possession or control and (ii) the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”)), and, there businesses. There have been no breaches, violations, outages or unauthorized uses of or accesses to IT Systems or Personal Data in the IT SystemsCompany’s and the Subsidiaries’ possession or control, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup the Subsidiaries are presently in material compliance with all applicable Laws, internal policies and disaster recovery technology consistent with industry standards contractual obligations governing the privacy and practicessecurity 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 (AIRO Group Holdings, Inc.), Underwriting Agreement (AIRO Group Holdings, Inc.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and are, to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptantscorruptants designed to damage or corrupt the IT Systems. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect protect, in all material respects, their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no material breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any material incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 (BBB Foods Inc), Underwriting Agreement (BBB Foods Inc)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and are, to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its 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 the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) collected, stored, or used in connection with their businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations investigation relating to the same. The Company and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

Appears in 2 contracts

Sources: Underwriting Agreement (Sovos Brands, Inc.), Underwriting Agreement (Sovos Brands, Inc.)

Cybersecurity; Data Protection. The In each case, to the knowledge of the Company, (i) the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The , (ii) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, (iii) there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The , (iv) the Company and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 (Hillenbrand, Inc.), Underwriting Agreement (Hillenbrand, Inc.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ subsidiary’s 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 adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries subsidiary as currently conducted conducted, in all material respectseach case, to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries 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 the all owned IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data comprising personal data (“Personal Data”) collected, used or otherwise processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup subsidiary are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, approved and released 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 (Camp4 Therapeutics Corp), Underwriting Agreement (Camp4 Therapeutics Corp)

Cybersecurity; Data Protection. The Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to be in compliance would not reasonably be expected to have implemented backup and disaster recovery technology consistent with industry standards and practicesa Material Adverse Effect.

Appears in 2 contracts

Sources: Purchase Agreement (BridgeBio Pharma, Inc.), Purchase Agreement (BridgeBio Pharma, Inc.)

Cybersecurity; Data Protection. The Company Except as would not reasonably be expected to result in a Material Adverse Effect, the Parent Guarantor and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with with, the operation of the business of the Company Parent Guarantor and its subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company Parent Guarantor and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all material IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”)), and, there ) used in connection with their businesses. There have been no (i) breaches, violations, outages or unauthorized uses of or accesses to the IT Systems, except for same (excluding those that have been remedied without material cost or liability or the duty to notify any other person, nor any ) or (ii) incidents under internal review or investigations relating to the same, except, in the case of clause (i) or (ii), as would not reasonably be expected to result in a Material Adverse Effect. The Company Parent Guarantor and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 (H&r Block Inc), Underwriting Agreement (H&r Block Inc)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with necessary for the operation of the business of the Company and its subsidiaries as currently conducted conducted, except as would not, individually or in all material respectsthe aggregate, free have a Material Adverse Effect. The Company and clear its subsidiaries conduct industry-standard scans of all its IT Systems to detect and address material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy integrity and security of the all IT Systems and sensitive data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, (“Sensitive Data”)) used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))businesses, and, and there have been no known breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that as would not, individually or in the aggregate, have been remedied without material cost or liability or a Material Adverse Effect, and the Company and its subsidiaries have not had a duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations applicable to the privacy and security of its IT Systems and Sensitive Data and to the protection of such IT Systems and Sensitive Data from unauthorized use, access, misappropriation or modification.

Appears in 2 contracts

Sources: Purchase Agreement (ANTERO RESOURCES Corp), Underwriting Agreement (Antero Midstream Corp)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are commercially reasonably adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all material IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and to the Company’s knowledge there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any material incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 implemented backup and disaster recovery technology consistent with industry standards and practicesa Material Adverse Effect.

Appears in 2 contracts

Sources: Underwriting Agreement (Twist Bioscience Corp), Underwriting Agreement (Twist Bioscience Corp)

Cybersecurity; Data Protection. The Each Company Party and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the each Company Party and its subsidiaries as currently conducted in all material respectsconducted, and are, to the knowledge of the Company Parties, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Each Company Party and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the any such IT SystemsSystem and data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or or, to the knowledge of the Company Parties, investigations relating to the same. The Each Company Party and its subsidiaries have implemented backup are presently in material compliance with all applicable laws, statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 (SOLV Energy, Inc.), Underwriting Agreement (SOLV Energy, Inc.)

Cybersecurity; Data Protection. The Company Each of BEPC, the Partnership and its their respective subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of each of BEPC, the Company Partnership and its their respective subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company Each of BEPC, the Partnership and its their respective 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 the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been (i) no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any and (ii) no incidents under internal review or investigations relating to the samesame except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Company Each of BEPC, the Partnership and its their respective subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all applicable judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over BEPC, the Partnership and their respective subsidiaries, 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 (Brookfield Renewable Partners L.P.), Underwriting Agreement (Brookfield Renewable Partners L.P.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and, to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have implemented backup a Material Adverse Effect. The Company and disaster recovery technology consistent its subsidiaries have taken all commercially reasonable actions to comply with industry standards and practicesthe European Union General Data Protection Regulation.

Appears in 2 contracts

Sources: Underwriting Agreement (CS Disco, Inc.), Underwriting Agreement (CS Disco, Inc.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and, to the knowledge of the Company and any Guarantor, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards designed to maintain and to protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitivedata (collectively, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, andand there have, there have to the knowledge of the Company or any Guarantor, been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup are, to the knowledge of the Company and disaster recovery technology consistent any Guarantor, presently in material compliance with industry standards all applicable laws or statutes and practicesall applicable and mandatory judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal written 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 or modification.

Appears in 2 contracts

Sources: Purchase Agreement (Group 1 Automotive Inc), Purchase Agreement (Group 1 Automotive Inc)

Cybersecurity; Data Protection. The Except as described in the Registration Statement or the Prospectus, the Company and its subsidiariesSubsidiaries’ 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 adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries Subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Except as described in the Registration Statement or the Prospectus, the Company and its subsidiaries have implemented backup Subsidiaries are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 (Sable Offshore Corp.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ subsidiaries have, in all material respects, taken technical and organizational measures necessary to protect the information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate forand data (including all personal, and operate as required personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses. Without limiting the operation of foregoing, the business of the Company and its subsidiaries as currently conducted in all material respects, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company Data and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”)), and, there have been no which are designed to protect against and prevent any breaches, violations, outages or unauthorized uses of or accesses to the any IT SystemsSystems or Personal Data (each, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the samea “Breach”). The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for any noncompliance as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, to the knowledge of the Company, there have implemented backup been no material Breaches, and disaster recovery technology consistent with industry standards the Company and practicesits 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 Breach.

Appears in 1 contract

Sources: Underwriting Agreement (Ferrari N.V.)

Cybersecurity; Data Protection. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respects, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, and other corruptants. The conducted; (ii) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The ; and (iii) the Company and its subsidiaries have implemented backup are presently in compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 (Royalty Pharma PLC)

Cybersecurity; Data Protection. The Company and its subsidiariesSubsidiaries’ 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 adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries Subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptantscorruptants that would, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and and/or safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup Subsidiaries are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 (Dynex Capital Inc)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and to the Company’s knowledge free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their respective businesses, and, to the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses access to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any material incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification except where such non-compliance would not, individually or in the aggregate, reasonably be expected to have implemented backup a Company Material Adverse Effect. Any certificate signed by or on behalf of the Company and disaster recovery technology consistent with industry standards delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and practiceswarranty by the Company to the Underwriters as to the matters covered thereby.

Appears in 1 contract

Sources: Underwriting Agreement (Capstead Mortgage Corp)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, except as otherwise disclosed in Exchange Act filings with the Commission, there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 (Microchip Technology Inc)

Cybersecurity; Data Protection. The Except as would not, singly or in the aggregate, have a Material Adverse Effect, the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, bombs and malware, and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, (“Sensitive Data”)) used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practices.regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Sensitive Data and to the protection of such IT Systems and Sensitive Data from unauthorized use, access, misappropriation or modification

Appears in 1 contract

Sources: Underwriting Agreement (Trimble Inc.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and to the best knowledge of the Company is free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, and other corruptantsor malware that may have a material impact to the operation of the Company’s business. The Company and its subsidiaries have implemented and maintained maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and where applicable the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other personliability, nor any material incidents under internal review or investigations relating to the same. The Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries have implemented backup Significant Subsidiaries are presently in compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

Appears in 1 contract

Sources: Underwriting Agreement (Broadridge Financial Solutions, Inc.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and, to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards reasonably designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential sensitive or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, during the past five years, to the Company’s knowledge, there have been no material breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any material incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup maintained commercially reasonable controls, policies, and disaster recovery technology consistent with industry standards procedures designed to ensure material compliance with, and practicesare presently in material compliance with, all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification by third parties.

Appears in 1 contract

Sources: Underwriting Agreement (Applied Materials Inc /De)

Cybersecurity; Data Protection. The Company and its or H▇▇▇▇▇▇▇ ▇▇▇▇ or any of their respective subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company Company, H▇▇▇▇▇▇▇ ▇▇▇▇ and its any of their respective subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company Company, H▇▇▇▇▇▇▇ ▇▇▇▇ and its their respective 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 the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company Company, H▇▇▇▇▇▇▇ ▇▇▇▇ and its their respective subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 (Hamilton Lane INC)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, there and neither the Company nor its subsidiaries have been notified, and each of them has no breachesknowledge of, violationsany event that could result in a material breach, outages violation, outage or unauthorized uses use of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 (Coty Inc.)

Cybersecurity; Data Protection. The Company and its subsidiariesSubsidiaries’ and Affiliated Entities’ 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 adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries Subsidiaries and Affiliated Entities as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptantsmaterial corruption. The Company and its subsidiaries Subsidiaries and Affiliated Entities have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup Subsidiaries and disaster recovery technology consistent Affiliated Entities are presently in material compliance with industry standards all applicable laws or statutes and practicesall judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data 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 (Q&K INTERNATIONAL GROUP LTD)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted. 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 and other corruptantscorruptants designed to permit unauthorized access or activity. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to the such IT SystemsSystems or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the samesuch IT Systems or Personal Data. The Company and its subsidiaries have implemented backup are presently in material compliance with all laws or statutes applicable to the Company or its subsidiaries and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or its subsidiaries, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

Appears in 1 contract

Sources: Underwriting Agreement (Sunnova Energy International Inc.)

Cybersecurity; Data Protection. The Company To the Company’s knowledge, its and its subsidiaries’ subsidiary’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries subsidiary as currently conducted in all material respectsconducted, and to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have has implemented and maintained maintains commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with its businesses, andand to the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor are there any material incidents under internal review or investigations relating to the same. The Company is presently in compliance with all applicable laws or statutes and its subsidiaries all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not reasonably be expected to have implemented backup and disaster recovery technology consistent with industry standards and practicesa Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (Akoustis Technologies, Inc.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants, except as would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any material incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority, 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 (First Solar, Inc.)

Cybersecurity; Data Protection. The Company Partnership and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company Partnership and its subsidiaries as currently conducted in all material respectsconducted, and to the Partnership’s and its subsidiaries’ knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company Partnership and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been (i) no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any and (ii) no incidents under internal review or investigations relating to the samesame except as would not, individually or in the aggregate, result in a Material Adverse Effect. The Company Partnership and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all applicable judgments, orders, rules and practicesregulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Partnership and its subsidiaries, 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 (Brookfield Renewable Partners L.P.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, 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 Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material trade secrets and confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification; and the Company has implemented backup and disaster recovery technology reasonably consistent with industry standards and practices.

Appears in 1 contract

Sources: Underwriting Agreement (Nuvalent, Inc.)

Cybersecurity; Data Protection. The Company Holdings and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company Holdings and its subsidiaries as currently conducted in all material respectsand, to the Company’s and the Guarantors’ knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company Holdings and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitive, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, and, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that (i) have been remedied without material cost or liability or the duty to notify any other personperson and (ii) would not, nor individually or in the aggregate, have a Material Adverse Effect. To the Company’s and the Guarantors’ knowledge, Holdings and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any incidents under court or arbitrator or governmental or regulatory authority, internal review or investigations policies and contractual obligations relating to the same. The Company privacy and its subsidiaries have implemented backup security of IT Systems and disaster recovery technology consistent with industry standards Personal Data and practicesto the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

Appears in 1 contract

Sources: Underwriting Agreement (Murphy USA Inc.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases owned or used by the Company or its subsidiaries (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its subsidiaries as currently conducted in all material respectsconducted, and, to the knowledge of the Company and any Guarantor, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards designed to maintain and to protect their material confidential information and the integrity, continuous operation, redundancy and security of the all IT Systems and data collected, used, maintained or otherwise processed, by the Company and its subsidiaries (including all personal, personally identifiable, sensitivedata (collectively, confidential or regulated data collected, used or processed in connection with their respective businesses (including “personal data,” “personal information,” “protected health information,” “nonpublic personal information,” or other similar terms as defined by the Data Security Obligations (as such term is defined below)) (“Personal Data”))) used in connection with their businesses, andand there have, there have to the knowledge of the Company or any Guarantor, been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systemssame, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have implemented backup are presently in material compliance with all applicable laws or statutes and disaster recovery technology consistent with industry standards all applicable and practicesmandatory judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal written 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 or modification.

Appears in 1 contract

Sources: Purchase Agreement (Group 1 Automotive Inc)