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 (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information and all personal, personally identifiable and sensitive personal data as such terms are defined by applicable privacy law (“Personal Data”) used in connection with their businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the 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, Personal Data, and material confidential information and to the protection of such IT Systems, Personal Data, and material confidential information from unauthorized use, access, misappropriation or modification.

Appears in 4 contracts

Sources: Underwriting Agreement (Globant S.A.), Underwriting Agreement (Globant S.A.), Underwriting Agreement (Globant S.A.)

Cybersecurity; Data Protection. The Company and its subsidiariesControlled Entities’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects their core functionality as required in connection with the operation of the business of the Company and its subsidiaries Controlled Entities as currently conducted, and, to the knowledge best of the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company reasonably believes that (i) the Company, its Controlled Entities each own or have a valid right to access and use its respective IT Systems; (ii) the IT Systems are adequate for, and operate and perform as required in connection with, the operation of the business of the Company and its subsidiaries Controlled Entities as currently conducted in all material respects, (iii) the Company and its Controlled Entities have implemented reasonable backup, security and disaster recovery technology consistent with applicable regulatory standards. The Company and its Controlled Entities have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used collected or processed by the Company or the Controlled Entities in connection with their businesses, and, to the knowledge best of the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries Controlled Entities 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification.

Appears in 4 contracts

Sources: Underwriting Agreement (U Power LTD), Underwriting Agreement (U Power LTD), Underwriting Agreement (U Power LTD)

Cybersecurity; Data Protection. The Company and its subsidiaries’ Company’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are materially adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted. To the Company’s knowledge, and, the IT Systems that are critical to the knowledge operation of the Company, are free and clear of all ’s business contain no material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have has implemented and maintained commercially reasonable controlsphysical, policies, procedures, technical and safeguards administrative controls reasonably designed to maintain and protect their material confidential information and (a) the integrity, continuous operation, redundancy integrity and security of all IT Systems, material confidential information Systems and all personal, personally identifiable and sensitive personal data as such terms are defined by applicable privacy law (b) “Personal Data”) ,” used in connection with their businessesits business. “Personal Data” means any information within any definition for “personal information” or any similar term (e.g., and, to the knowledge of “personal data” or “personally identifiable information” or “PII”) provided by applicable Privacy Laws. To the Company’s knowledge, there have been no material breaches, violations, outages or unauthorized uses of or accesses to samethe Company’s IT Systems and no material unauthorized uses or access to Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The To the Company’s knowledge, the Company and its subsidiaries are is presently in material compliance with all applicable laws or statutes and all judgmentsjudgments and orders binding on the Company, orders, applicable binding rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations obligations, each relating to the privacy and security of IT Systems, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification.

Appears in 4 contracts

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

Cybersecurity; Data Protection. The Company and its subsidiaries’ Company’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, and to the Company’s knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been or will be 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 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 and its subsidiaries are presently is 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information 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 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 (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, and to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have has implemented and maintained maintains commercially reasonable controls, policies, procedures, procedures and safeguards designed to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their its businesses, and, and to the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor are there any material incidents under internal review or investigations relating to the same. The Company and its subsidiaries are is presently in 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification, except as would not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

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

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except in each case as would not, individually or in the aggregate, reasonably be expected to have Material Adverse Effect. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material trade secrets and confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information 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 (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, and, and to the knowledge of the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all material IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, and to the Company’s knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate have a 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 Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (including all data of their respective employees, suppliers, vendors and any third-party data under the control of and maintained by the Company or any of its subsidiaries) (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, andin each case, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented implement and maintained maintain commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and all personal, personally identifiable and sensitive identifiable, or regulated data comprising personal data as such terms are defined by applicable privacy law (“Personal Data”) collected, used or otherwise processed in connection with their businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in 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, approved and released internal policies and contractual obligations relating to the privacy and security of IT Systems, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification.

Appears in 2 contracts

Sources: Common Stock Purchase Agreement (Lexeo Therapeutics, Inc.), Underwriting Agreement (Lexeo Therapeutics, Inc.)

Cybersecurity; Data Protection. The Company and its subsidiariesPartnership Entities’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries Partnership Entities as currently conducted, and, to the knowledge of the CompanyPartnership’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries Partnership Entities have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, and to the knowledge of the CompanyPartnership, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except nor any incidents under internal review or investigations relating to the same, except, in each case, for those that have been remedied remedied, or are reasonably expected to be remediated, without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries Partnership Entities are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification.

Appears in 2 contracts

Sources: Purchase Agreement (Equitrans Midstream Corp), Purchase Agreement (Equitrans Midstream Corp)

Cybersecurity; Data Protection. The Company and its subsidiaries’ subsidiary’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries subsidiary as currently conducted, andin each case, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries subsidiary have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all owned IT Systems, material confidential information Systems and all personal, personally identifiable and sensitive identifiable, or regulated data comprising personal data as such terms are defined by applicable privacy law (“Personal Data”) collected, used or otherwise processed in connection with their businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries subsidiary 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, approved and released internal policies and contractual obligations relating to the privacy and security of IT Systems, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information 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 (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, (A) the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, for and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, andand are, to the best knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The ; (B) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, household, confidential or regulated data as such terms are defined or information collected, stored or processed by applicable privacy law the Company or its subsidiaries (“Personal Data”)) used in connection with their businesses, and, to businesses and have contractual commitments from third parties who process Personal Data on their behalf regarding the knowledge of the Company, same; (C) there have been no breaches, violations, outages or unauthorized uses use or disclosure of or accesses access to samethe IT Systems and/or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other personperson or governmental or regulatory authority, nor any and there are no incidents or, to Company’s knowledge, threatened incidents under internal review or investigations by governmental or regulatory authorities or other third parties relating to the same. The ; (D) 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 court, arbitrator or governmental or regulatory authority, their own internal policies and contractual obligations relating to the privacy and security of IT Systems, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, loss, access, processing, misappropriation or modification, including, without limitation, the European Union General Data Protection Regulation 2016/679 and/or any implementing or supplementing local law of a European Union member state, Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002, the Federal Trade Commission Act, the Health Insurance Portability and Accountability of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, the California Consumer Privacy Act and all other laws and regulations with respect to Personal Data applicable to the Company or its subsidiaries (“Privacy Laws”); (E) the Company and its subsidiaries have not received notice of any actual or potential violation of any Privacy Laws and there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or threatened against the Company or its subsidiaries alleging non-compliance with Privacy Laws; (F) the Company has provided notice of its privacy policy on its websites where required by Privacy Laws and such privacy policies do not contain any misrepresentations of the Company’s then-current privacy practices; (G) the Company and its subsidiaries has taken commercially reasonable steps to require that any Personal Data of the Company and its subsidiaries processed by authorized third parties acting on behalf of the Company or its subsidiaries is protected with similar safeguards, in each case, in compliance with applicable laws and contractual obligations; and (H) the Company and its subsidiaries have in place safeguards and measures for the international transfer of Personal Data outside the European Economic Area that are adequate and comply with Privacy Laws.

Appears in 2 contracts

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

Cybersecurity; Data Protection. The Company and its subsidiariesTeekay Entities’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries Teekay Entities as currently conducted, and, and to the Company’s and the Guarantors’ knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries Teekay Entities have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries Teekay Entities 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification. The Teekay Entities have taken all necessary actions to prepare to comply with the European Union General Data Protection Regulation.

Appears in 2 contracts

Sources: Purchase Agreement, Purchase Agreement (Teekay Corp)

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

Appears in 1 contract

Sources: Underwriting Agreement (Mercadolibre Inc)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material trade secrets and confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information 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 Company’s and each of its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, and to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have has implemented and maintained maintains commercially reasonable controls, policies, procedures, procedures and safeguards designed to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their its businesses, and, and to the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor are there any material incidents under internal review or investigations relating to the same. The Company and its subsidiaries are is presently in 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification, except as would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (Allied Esports Entertainment, 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 (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, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, 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 designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries Subsidiaries and Affiliated Entities 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information 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 (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, to . To the knowledge of the Company, the IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptantscorruptants designed to permit unauthorized access or activity. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“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 samesuch IT Systems or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the samesuch IT Systems or Personal Data. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes applicable to the Company or its subsidiaries and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or its subsidiaries, internal policies and contractual obligations relating to the privacy and security of IT Systems, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information 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 (collectively, “IT Systems”) are adequate in all material respects for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries subsidiary as currently conducted, and, and to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have has implemented and maintained maintains commercially reasonable controls, policies, procedures, procedures and safeguards designed to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their its businesses, and, and to the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor are there any material incidents under internal review or investigations relating to the same. The Company and its subsidiaries are is presently in 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification, except as would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (Akoustis Technologies, Inc.)

Cybersecurity; Data Protection. 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 (collectively, “IT Systems”) are adequate forand data (including all personal, and operate and perform in all material respects 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, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and all personal, personally identifiable Data and sensitive personal data as such terms which are defined by applicable privacy law (“Personal Data”) used in connection with their businesses, and, designed to the knowledge of the Company, there have been no protect against and prevent any breaches, violations, outages or unauthorized uses of or accesses to sameany IT Systems 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 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information 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 been no material Breaches, and the Company and its subsidiaries have not been notified of and have no knowledge of any event or condition that would reasonably be expected to result in, any material Breach.

Appears in 1 contract

Sources: Underwriting Agreement (Ferrari N.V.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, and to the knowledge of the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. 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 all material IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, and to the knowledge of the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been described in the Registration Statement and the Prospectus or 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification, except as described in the Registration Statement and the Prospectus or for such noncompliance as would not, individually or in the aggregate have a Material Adverse Effect.

Appears in 1 contract

Sources: Equity Distribution Agreement (Northwest Natural Holding Co)

Cybersecurity; Data Protection. (i) The Company Company’s and its subsidiariesthe Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are are, in the Company’s reasonable belief, adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries the Subsidiaries as currently conducted, and, to . To the knowledge of the Company, the IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptantscorruptants that would, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. The Company and its subsidiaries the Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential Systems and data (including all personally identifiable information and all personalsensitive, personally identifiable and sensitive personal confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, and to the knowledge of the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other personliability, nor any and there are no incidents under internal review or investigations investigation relating to the same, except for those that would reasonably be expected to be remedied without material cost or liability. The Company and its subsidiaries the 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification.

Appears in 1 contract

Sources: Underwriting Agreement (PDC Energy, Inc.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, conducted and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The ; (ii) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all its IT Systems, Systems and material confidential information and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company, and there have been no material breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The ; and (iii) the Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification. The Company and its subsidiaries have taken all customary actions to prepare to comply with the European Union General Data Protection Regulation (and all other applicable laws and regulations with respect to Personal Data that have been announced as of the date hereof as becoming effective within 12 months after the date hereof, and for which any non-compliance with same would be reasonably likely to create a material liability) as soon as they take effect.

Appears in 1 contract

Sources: Underwriting Agreement (Varonis Systems Inc)

Cybersecurity; Data Protection. The Company Company’s and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are are, in the Company’s reasonable belief, adequate for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of . To the Company’s knowledge, the IT systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptantscorruptants that would, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, procedures and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential Systems and data (including all personally identifiable information and all personalsensitive, personally identifiable and sensitive personal confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, and to the knowledge of the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other personliability, nor any and there are no incidents under internal review or investigations investigation relating to the same, except for those that would reasonably be expected to be able to remedied without material cost or liability. The Company and its subsidiaries 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification.

Appears in 1 contract

Sources: Purchase Agreement (EQT Corp)

Cybersecurity; Data Protection. The Company and its subsidiaries’ Except as could not be expected to have a Material Adverse Effect, the Company’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Except as could not be expected to have a Material Adverse Effect, the Company and its subsidiaries have has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businessesits business, and, to and except as disclosed in the knowledge of Registration Statement and the CompanyProspectus, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Except as could not be expected to have a Material Adverse Effect, the Company and its subsidiaries are is presently in 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification.

Appears in 1 contract

Sources: Sales Agreement (Sutro Biopharma, Inc.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ Company’s information technology assets and equipment, including, without limitation, those owned, licensed or otherwise used (excluding any public networks), such as its data communications lines, computers, systems, networks, hardware, servers, software, websites, cloud resources, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conductedconducted and as proposed to be conducted as described in the Registration Statement, and, to the knowledge of Pricing Disclosure Package and the Company, Prospectus. The IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, in each case that may reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have has at all times implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed (including contractual obligations on third party service providers) to maintain and protect their material confidential information and the integrity, availability, privacy, continuous operation, redundancy and security of all essential IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal data as such terms are defined by applicable privacy law identifiable, sensitive, confidential or regulated data) (“Personal Company Data”) used in connection with their businesses, and, to the knowledge of the Company, there its business. There have been no material breaches, violations, outages outages, compromises, or unlawful or unauthorized acquisitions of, disclosures of, uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any such actual or reasonably suspected incidents under internal review or investigations relating to the same. The Company has no knowledge of any event, circumstances, or condition that would reasonably be expected to result in such breach, violation, outage, compromise, or unlawful or unauthorized acquisition of, disclosure of, use of or access to the Company Data. The Company is, and since its subsidiaries are presently inception has been, in material compliance with all (i) applicable laws or statutes and all laws, industry standards, statutes, judgments, orders, rules and regulations of any court or arbitrator or court, arbitrator, governmental or regulatory authority; (ii) internal policies, internal policies and (iii) contractual obligations obligations, each (i) -(iii) relating to the privacy and security of IT Systems, Personal Data, Systems and material confidential information Company Data and to the protection of such IT Systems, Personal Data, Systems and material confidential information Company Data from unauthorized use, access, misappropriation or modification.

Appears in 1 contract

Sources: Underwriting Agreement (Elevation Oncology, Inc.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably believed by the Company to be adequate in all material respects for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed that are reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or liability. Except as would not reasonably be expected to have a Material Adverse Effect, the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification.

Appears in 1 contract

Sources: Underwriting Agreement (Helix Energy Solutions Group Inc)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are 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, andand is, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same, except for those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification, except where the failure to so comply would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (Metropolitan Bank Holding Corp.)

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

Appears in 1 contract

Sources: Underwriting Agreement (Capstead Mortgage Corp)

Cybersecurity; Data Protection. The Company and its subsidiaries’ Company’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are materially adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted. To the Company’s knowledge, and, the IT Systems that are material to the knowledge operation of the Company, are free and clear of all ’s business contain no material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have has implemented and maintained commercially reasonable controlsphysical, policies, procedures, technical and safeguards administrative controls reasonably designed to maintain and protect their material confidential information and (a) the integrity, continuous operation, redundancy integrity and security of all IT Systems, material Systems and (b) all “Personal Data,” confidential information and all personal, personally identifiable and sensitive personal other data as such terms are defined by applicable privacy law (“Personal Data”) used in connection with their businessesits business. “Personal Data” means any information that concerns an identified or identifiable natural person and/or that otherwise falls within any definition for “personal information” or any similar term (e.g., and, to the knowledge of “personal data” or “personally identifiable information” or “PII”) provided by applicable Privacy Laws. To the Company’s knowledge, there have been no material breaches, violations, outages or unauthorized uses of or accesses to samethe Company’s IT Systems and no material unauthorized uses or access to Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person. To the Company’s knowledge, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries are is presently in material compliance with all applicable laws or statutes and all judgmentsjudgments and orders binding on the Company, orders, applicable binding rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations obligations, each relating to the privacy and security of IT Systems, Systems and Personal Data, and material confidential information and other data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information and other data from unauthorized use, access, misappropriation or modification.

Appears in 1 contract

Sources: Sales Agreement (Vera Therapeutics, Inc.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company’s knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification. To the Company’s knowledge, the Company and its subsidiaries have taken all necessary actions, to the extent required to have been taken as of the date hereof, to prepare to comply with all other applicable laws and regulations with respect to Personal Data that have been announced as of the date hereof as becoming effective within 12 months after the date hereof, and for which any non-compliance with same would be reasonably likely to create a material liability.

Appears in 1 contract

Sources: Underwriting Agreement (H2o America)

Cybersecurity; Data Protection. The Company and its subsidiariesSubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries Subsidiaries as currently conducted, and, to . To the knowledge of the Company, the IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptantscorruptants designed to permit unauthorized access or activity. The Company and its subsidiaries Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“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 samesuch IT Systems or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. internal review or investigations relating to the samesuch IT Systems or Personal Data. The Company and its subsidiaries Subsidiaries are presently in material compliance with all applicable laws or statutes applicable to the Company or its Subsidiaries and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authorityauthority having jurisdiction over the Company or its Subsidiaries, internal policies and contractual obligations relating to the privacy and security of IT Systems, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification.

Appears in 1 contract

Sources: Purchase Agreement (Sunnova Energy International Inc.)

Cybersecurity; Data Protection. The Company Company’s and each of its subsidiaries’ subsidiaries information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases (collectively, "IT Systems") are adequate in all material respects for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, and to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have has implemented and maintained maintains commercially reasonable controls, policies, procedures, procedures and safeguards designed to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law ("Personal Data")) used in connection with their its businesses, and, and to the knowledge of the Company, there have been no material breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor are there any material incidents under internal review or investigations relating to the same. The Company and its subsidiaries are is presently in 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification, except as would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (IZEA Worldwide, Inc.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required, in all material respects as required respects, in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, vulnerabilities, Trojan horses, time bombs, malware malware, viruses, worms, wipers 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 all IT Systems, material confidential information Systems and data (including all personal, personally identifiable “personal data” or other similar or any other similar terms as defined in applicable laws related to data privacy and sensitive personal data as such terms are defined by applicable privacy law security (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company, in the past three (3) years, there have been no material breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other personliability, nor any incidents under internal review or investigations relating to the same. The Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries have been, and are presently in material 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation misappropriation, destruction or modification.

Appears in 1 contract

Sources: Underwriting Agreement (Hornbeck Offshore Services Inc /La)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law including the Law for the Protection of Personal Data in Possession of Private Parties (Ley Federal para la Protección de Datos Personales en Posesión de los Particulares) (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same, except for those that would not, individually or in the aggregate, have a Material Adverse Effect or have been remedied without the duty to notify any other person. 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification.” The definition of “Registration Statement” of the Standard Provisions shall be amended by replacing the registration number “No. 333-227649” with registration number “No. 333-287731”.

Appears in 1 contract

Sources: Pricing Agreement (America Movil Sab De Cv/)

Cybersecurity; Data Protection. The Company and its subsidiariesthe Significant Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries the Significant Subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries the Significant Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, material confidential information Systems and data (including all personal, personally identifiable and sensitive personal identifiable, sensitive, confidential or regulated data as such terms are defined by applicable privacy law (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Except as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries the Significant 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, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification.

Appears in 1 contract

Sources: Underwriting Agreement (Yoshitsu Co., LTD)

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

Appears in 1 contract

Sources: Underwriting Agreement (CSW Industrials, 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 (collectively, “IT Systems”) are materially adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, . The IT Systems that are critical to the knowledge operation of the Company, are free and clear of all ’s business contain no material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have has implemented and maintained commercially reasonable controlsphysical, policies, procedures, technical and safeguards administrative controls reasonably designed to maintain and protect their (a) its material confidential information and (b) the integrity, continuous operation, redundancy integrity and security of all IT Systems, material confidential information Systems and all personal, personally identifiable the continuous operation and sensitive personal data as such terms redundancy of those IT Systems that are defined by applicable privacy law critical to the operation of the Company’s business; and (c) “Personal Data”) ,” used in connection with their its businesses. “Personal Data” means (i) a natural person’s name, andstreet address, to the knowledge telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information regulated under Section 5 of the CompanyFederal Trade Commission Act, there as amended; (iii) “personal data” as defined by GDPR; and any other piece of information that allows the identification of such natural person. There have been no material breaches, violations, outages or unauthorized uses of or accesses to samethe Company’s IT Systems and no material unauthorized uses or access to Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The To the Company’s knowledge, the Company and its subsidiaries are is presently in material compliance with all applicable laws or statutes and all judgmentsjudgments and orders binding on the Company, orders, applicable binding rules and regulations of any court or arbitrator or governmental or regulatory authority, and internal policies and contractual obligations obligations, each relating to the privacy and security of IT Systems, Systems and Personal Data, and material confidential information Data and to the protection of such IT Systems, Systems and Personal Data, and material confidential information Data from unauthorized use, access, misappropriation or modification.

Appears in 1 contract

Sources: Underwriting Agreement (Vera Therapeutics, Inc.)