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”) operate and perform in all material respects in conformance with their specifications or contracted requirements as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and to the best knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not reasonably expected to have a Material Adverse Effect. The Company and its subsidiaries maintain commercially reasonable risk-based controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all mission critical IT Systems and the integrity redundancy and risk-based security of all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed and stored thereon, and to the knowledge of the Company, there have been no material breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability, 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 applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, material internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

Appears in 8 contracts

Sources: Underwriting Agreement (Moodys Corp /De/), Underwriting Agreement (Moodys Corp /De/), Underwriting Agreement (Moodys Corp /De/)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably believed by the Company to be adequate for, and operate and perform in all material respects in conformance with their specifications or contracted requirements as required in connection with the operation of the business of the Company and its subsidiaries as currently conductedconducted and, and to the best knowledge of the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not reasonably expected to have a Material Adverse Effect. The To the knowledge of the Company, (i) there have been no breaches or violations of (or unauthorized access to) the Company or its subsidiaries’ IT Systems or any personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed or stored by or on behalf of the Company or its subsidiaries, nor are there any pending internal investigations relating to the same, (ii) the Company and its subsidiaries maintain have implemented and maintained commercially reasonable risk-based controls, policies, procedures, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all mission critical IT Systems and the integrity redundancy and risk-based security of all personal, personally identifiable, sensitive, confidential or regulated data (including Personal Data) processed and stored thereon, and to (iii) the knowledge of the Company, there have been no material breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability, nor any material incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in compliance in all material compliance respects with all applicable laws or laws, statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, material internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and Data, in each case except as disclosed in the Registration Statement, the Prospectus or the General Disclosure Package or as would not reasonably be expected to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationhave a Material Adverse Effect.

Appears in 4 contracts

Sources: Underwriting Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc)

Cybersecurity; Data Protection. The Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects in conformance with their specifications or contracted requirements as required in connection with the operation of the business of the Company and its subsidiaries as currently conductedconducted and, and 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, other than those not reasonably expected to have a Material Adverse Effect. The ; (ii) the Company and its subsidiaries maintain have implemented and maintained commercially reasonable risk-based controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all mission critical its IT Systems and the integrity redundancy and risk-based security of data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) processed and stored thereonused in connection with their businesses, and to the knowledge of the Company, there have been no material breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liabilityliability or the duty to notify any other person, nor any material 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, material internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

Appears in 4 contracts

Sources: Underwriting Agreement (Ormat Technologies, Inc.), Underwriting Agreement (Ormat Technologies, Inc.), Underwriting Agreement (Ormat Technologies, 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 in conformance with their specifications or contracted requirements as required in connection with with, the operation of the business of the Company and its subsidiaries as currently conductedconducted and, and to the best knowledge of the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not reasonably expected to have a Material Adverse Effect. The Company and its subsidiaries maintain have implemented and maintained commercially reasonable risk-based controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all mission critical IT Systems and the integrity redundancy and risk-based security of data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) processed used in connection with the business of the Company and stored thereonits subsidiaries as currently conducted, and and, to the knowledge of the Company, there have been no material breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liabilityliability 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 applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, material internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for such failures as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Sources: Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc)

Cybersecurity; Data Protection. The Company and its subsidiariesMaterial 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 in conformance with their specifications or contracted requirements as required in connection with the operation of the business of the Company and its subsidiaries Material Subsidiaries as currently conducted, and to the best knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not reasonably expected to have a Material Adverse Effect. The Company and its subsidiaries maintain Material Subsidiaries have implemented and maintained commercially reasonable risk-based controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all mission critical IT Systems and the integrity redundancy and risk-based security of data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) processed and stored thereon, and to the knowledge of used in connection with their businesses. To the Company’s knowledge, there have been no material breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability, nor any material incidents under internal review or investigations relating to the same. The Company and its subsidiaries Material 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 authorityauthority and external policies published by the Company, material internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data (“Data Security Obligation”) from unauthorized use, access, misappropriation or modification, except as would not, singly or in the aggregate, result in a Material Adverse Effect. There is no material action, suit or proceeding by or before any court or governmental agency, authority or body pending alleging material non-compliance with any Data Security Obligation.

Appears in 3 contracts

Sources: Underwriting Agreement (Almonty Industries Inc.), Underwriting Agreement (Almonty Industries Inc.), Underwriting Agreement (Almonty Industries 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 reasonably believed by the Company to be adequate in all material respects for, and operate and perform in all material respects in conformance with their specifications or contracted requirements as required in connection with with, the operation of the business of the Company and its subsidiaries as currently conductedconducted and, and to the best knowledge of the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not reasonably expected to have a Material Adverse Effect. The Company and its subsidiaries maintain have implemented and maintained commercially reasonable risk-based controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all mission critical IT Systems and the integrity redundancy and risk-based security of data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal IT Data”)) processed used in connection with the business of the Company and stored thereonits subsidiaries as currently conducted, and and, to the knowledge of the Company, there have been no material breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liabilityliability 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 applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, material internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal IT Data and to the protection of such IT Systems and Personal IT Data from unauthorized use, access, misappropriation or modification, except for such failures as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Sources: Underwriting Agreement (Ceridian HCM Holding Inc.), Underwriting Agreement (Ceridian HCM Holding Inc.), Underwriting Agreement (Ceridian HCM Holding 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 in conformance with their specifications or contracted requirements as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and to the best knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not reasonably expected to have a Material Adverse Effect. The Company and its subsidiaries maintain have implemented and maintained commercially reasonable risk-based controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all mission critical IT Systems and the integrity redundancy and risk-based security of data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) processed and stored thereonused in connection with their businesses, and to the knowledge of the Company, there have been (i) no material breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liabilityliability or the duty to notify any other person, nor any material and (ii) no incidents under internal review or investigations relating to the same, except where such breach, violation, outage, unauthorized use or access, or incidents under internal review or investigation relating to the same, would not be reasonably expected to have, individually or in the aggregate, 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 authorityauthority having jurisdiction over the Company and its subsidiaries, material and all internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

Appears in 3 contracts

Sources: Underwriting Agreement (Brookfield Property Partners L.P.), Underwriting Agreement (Brookfield Property Partners L.P.), Underwriting Agreement (Brookfield Property Partners L.P.)

Cybersecurity; Data Protection. The Company Except as could not be expected, individually or in the aggregate, to have a Material Adverse Effect, the Partnership’s and its subsidiariesSubsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) operate and perform in all material respects in conformance with their specifications or contracted requirements as required in connection with the operation of the business of the Company Partnership and its subsidiaries Subsidiaries as currently conducted, free and clear of, to the best knowledge of the CompanyPartnership, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Except as could not be expected, other than those not reasonably expected individually or in the aggregate, to have a Material Adverse Effect. The Company , (i) the Partnership and its subsidiaries maintain Subsidiaries have implemented and maintained commercially reasonable risk-based controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all mission critical IT Systems and the integrity redundancy all personal data and risk-based security of all personal, personally identifiable, sensitive, confidential or regulated data maintained or processed by the Partnership and its Subsidiaries in connection with their businesses (collectively, the Personal Confidential Data”) processed and stored thereon), and (ii) to the knowledge of the CompanyPartnership, there have been no material breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses to samesuch Confidential Data, except for those that have been remedied without material cost or liabilityliability or the duty to notify any other person. Except as could not be expected, nor any material incidents under internal review individually or investigations relating in the aggregate, to have a Material Adverse Effect, to the same. The Company knowledge of the Partnership, the Partnership and its subsidiaries Subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, material and all internal policies and contractual obligations relating to of the Partnership and its Subsidiaries, governing the privacy and security of IT Systems and Personal Confidential Data and to the protection of such IT Systems and Personal Confidential Data from unauthorized use, access, misappropriation or modification.

Appears in 3 contracts

Sources: Underwriting Agreement (Magellan Midstream Partners, L.P.), Underwriting Agreement (Magellan Midstream Partners, L.P.), Underwriting Agreement (Magellan Midstream Partners, L.P.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects in conformance with their specifications or contracted requirements as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and to the best knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not except in each case, as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. The Company and its subsidiaries maintain have implemented and maintained commercially reasonable risk-based controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all mission critical IT Systems and the integrity redundancy and risk-based security of data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) processed and stored thereonused in connection with their businesses, and to in the knowledge of the Company, last three years there have been no material breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liabilityliability or the duty to notify any other person, nor any material incidents under internal review or or, to the knowledge of the Company and its subsidiaries, investigations relating related to the same. 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, material internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except in each case, as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Sources: Underwriting Agreement (Newell Brands Inc.), Underwriting Agreement (Newell Brands 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 in all material respects for, and operate and perform in all material respects in conformance with their specifications or contracted requirements as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and to the best knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not reasonably expected to have a Material Adverse Effect. The Company and its subsidiaries maintain have implemented and maintained commercially reasonable risk-based controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all mission critical IT Systems and the integrity redundancy and risk-based security of data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) processed and stored thereonused in connection with their businesses, and to the knowledge of the Company, there have been no material breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liabilityliability 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 (including the European Union General Data Protection Regulation) and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, material internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Underwriting Agreement (PROS Holdings, Inc.)

Cybersecurity; Data Protection. The Company and its subsidiaries’ Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect: (a) the information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases owned or used by any Parent Company (collectively, “Parent IT Systems”) ), to the Knowledge of Parent, are adequate for, and operate and perform in all material respects in conformance with their specifications or contracted requirements as required in connection with the operation of the business of the Company and its subsidiaries Parent Companies as currently conducted, and to the best knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not reasonably expected to ; (b) the Parent Companies have a Material Adverse Effect. The Company implemented and its subsidiaries maintain maintained commercially reasonable risk-based 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 mission critical Parent IT Systems and the integrity redundancy and risk-based security of data (including all personal, personally identifiable, sensitive, sensitive or confidential or regulated data (“Parent Personal Data”)) collected, used, stored or processed and stored thereonin connection with their businesses, and and, to the knowledge Knowledge of Parent, during the Company, past three years there have been no material breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liabilityliability or the duty to notify any other person or entity, nor any material incidents under internal review or investigations relating to the same. The Company ; and its subsidiaries (c) the Parent Companies are presently in material compliance with all applicable laws or statutes Laws and all Orders, as well as applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, material internal policies and contractual obligations of the Parent Companies, relating to the privacy and security of Parent IT Systems and Parent Personal Data Data, and to the protection of such Parent IT Systems and Parent Personal Data from unauthorized use, access, misappropriation or modification.

Appears in 1 contract

Sources: Merger Agreement (Revolution Medicines, Inc.)

Cybersecurity; Data Protection. The Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects in conformance with their specifications or contracted requirements as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and to the best knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not reasonably expected to have a Material Adverse Effect. The Company and its subsidiaries maintain have implemented and maintained commercially reasonable risk-based controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all mission critical IT Systems and the integrity redundancy and risk-based security of data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) processed and stored thereonused in connection with their businesses, and and, to the knowledge best of the Company’s knowledge, there have been no material breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses to sameany Personal Data, except for those that have been remedied without material cost or liabilityliability or the duty to notify any other person, nor any material incidents under internal review or investigations relating to the samePersonal Data. 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, material internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Terms Agreement (Suncor Energy Inc)