Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 10 contracts
Sources: Securities Purchase Agreement (First Wave BioPharma, Inc.), Securities Purchase Agreement (First Wave BioPharma, Inc.), Securities Purchase Agreement (Ispire Technology Inc.)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (i)(xcollectively, “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 as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has implemented and maintained commercially reasonable controls, policies, procedures and safeguards to protect their material confidential information and all other personal, personally-identifiable, sensitive or regulated data or information in their possession or under their control (collectively “Data”) from unauthorized access, use, misappropriation, disclosure, modification, encryption or destruction, and to maintain the integrity, security, continuous operation and redundancy of the IT Systems. There has been no security breach of, or other unauthorized access to or compromise of or relating to any of of, the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data IT Systems (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itan “Incident”), equipment except for those that have been remedied without material cost or technology (collectivelyliability or the duty to notify any persons or entities, “IT Systems and Data”) which there have been no suspected Incidents that are currently under internal review or investigations. The Company has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, an Incident or any security breach other unauthorized access to or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the of any Data. The Company and the Subsidiaries are is presently in compliance compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized access, use, accessmisappropriation, misappropriation or disclosure, modification, except for such noncompliance as would not, individually encryption or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariesdestruction.
Appears in 10 contracts
Sources: Underwriting Agreement (APx Acquisition Corp. I), Underwriting Agreement (APx Acquisition Corp. I), Underwriting Agreement (Compass Digital Acquisition Corp.)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had that would, individually or could in the aggregate, reasonably be expected to have result in a Material Adverse Effect; and (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had that would, individually or could in the aggregate, reasonably be expected to have result in a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and all any judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 10 contracts
Sources: Underwriting Agreement (Triton International LTD), Underwriting Agreement (Triton International LTD), Underwriting Agreement (Triton International LTD)
Cybersecurity. With such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect: (i)(xA) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s of its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective tenants, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company or any of its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company or any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries have not nor any of its subsidiaries has been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or and statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 9 contracts
Sources: Underwriting Agreement (Innovative Industrial Properties Inc), Underwriting Agreement (Innovative Industrial Properties Inc), Placement Agency Agreement (NewLake Capital Partners, Inc.)
Cybersecurity. (i)(x) There To the Company’s knowledge there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, in each case of clauses (x) and (y) that have or could would, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.
Appears in 8 contracts
Sources: Securities Purchase Agreement (Tharimmune, Inc.), Securities Purchase Agreement (Tharimmune, Inc.), Securities Purchase Agreement (Tharimmune, Inc.)
Cybersecurity. Except where the impact of which would not reasonably be expected to result in a Material Adverse Effect, (i)(xA) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would could reasonably be expected excepted to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for where the failure to maintain such noncompliance as compliance would not, individually or not reasonably be excepted to result in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 8 contracts
Sources: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)
Cybersecurity. (i)(xA) There To the knowledge of the Transaction Entities, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Transaction Entities’ or any of the Company’s or any Subsidiary’s their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including but not limited to the personally identifiable information, confidential or regulated data of its their respective customerstenants, employees, suppliers, vendors and any third party data, maintained, processed or stored by the Transaction Entities or any of their respective subsidiaries, and any such data maintained processed or stored by or third parties on behalf of itthe Transaction Entities or any of their respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”), (B) which has had neither the Transaction Entities nor any of their respective subsidiaries have been notified of, and have knowledge of any event or could condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data and (C) the Transaction Entities and their respective subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, except in cases of (A) and (B), for such breaches, incidents, access, disclosures, compromises, notifications, events or conditions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; . The Transaction Entities and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge each of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries their respective subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, company policies (internal policies and posted) and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 7 contracts
Sources: Underwriting Agreement (JOSS Realty REIT, Inc.), Underwriting Agreement (Postal Realty Trust, Inc.), Underwriting Agreement (Postal Realty Trust, Inc.)
Cybersecurity. (i)(xA) There To the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had except for any such security breach or could reasonably be expected to incident, unauthorized access or disclosure, or other compromise of the Company’s or its subsidiaries’ IT Systems and Data that would not, individually or in the aggregate, have a Material Adverse Effect; and (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect, in all material respects, the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 7 contracts
Sources: Atm Equity Offering Sales Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.)
Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (i)(xi) There to the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company or its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (ii) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries have not nor any of its subsidiaries has been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; and (iiiii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations . Any certificate signed by an officer of the Company and its Subsidiariesdelivered to the Underwriters 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 set forth therein.
Appears in 7 contracts
Sources: Underwriting Agreement (Affiliated Managers Group, Inc.), Underwriting Agreement (Affiliated Managers Group, Inc.), Underwriting Agreement (Affiliated Managers Group, Inc.)
Cybersecurity. (i)(xA) There To the knowledge of the Company, there has been no security breach breach, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 6 contracts
Sources: Underwriting Agreement (Horizon Bancorp Inc /In/), Underwriting Agreement (Eagle Financial Services Inc), Underwriting Agreement (Financial Institutions Inc)
Cybersecurity. (i)(x) There To the Company’s knowledge, there has been no material security breach or other compromise of or relating to any of the Company’s or any SubsidiarySubsidiary or any VIE’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have ), except for those as would not cause a Material Adverse Effect; , and (y) the Company and the Subsidiaries and the VIEs have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have that would cause a Material Adverse Effect; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries and the VIEs have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries and the VIEs have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Meiwu Technology Co LTD), Securities Purchase Agreement (Chanson International Holding), Securities Purchase Agreement (Chanson International Holding)
Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (i)(xi) There to the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company or its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (ii) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries have not nor any of its subsidiaries has been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; and (iiiii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 5 contracts
Sources: Equity Distribution Agreement (Affiliated Managers Group, Inc.), Underwriting Agreement (Office Properties Income Trust), Underwriting Agreement (Office Properties Income Trust)
Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, (i)(xi)(A) There to the knowledge of the Company, there has been no material security breach or incident, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and data-bases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (yB) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of of, any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as as, in the case of this clause (ii), would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented appropriate controls, policies, procedures, and maintained technological safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and Data; Data reasonably consistent with industry standards and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariespractices, or as required by applicable regulatory standards.
Appears in 5 contracts
Sources: Underwriting Agreement (BKV Corp), Underwriting Agreement (BKV Corp), Underwriting Agreement (BKV Corp)
Cybersecurity. Except as disclosed in the Registration Statement and the Prospectus: (i)(xA) There to the knowledge of the Company, there has been no security breach breach, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any vendors, or other third party data maintained or stored by the Company or on behalf of itits subsidiaries), or equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and each of them has no knowledge of of, any event or condition that would reasonably be expected to result in, in any security breach breach, unauthorized access or disclosure, or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected as required by applicable regulatory standards, except with respect to (A) and (B), for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, have a Material Adverse Effect; , or with respect to (ii) C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, the Company and the Subsidiaries 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 authorityGovernmental Entity, internal policies and contractual obligations relating to the privacy and security of their IT Systems and Data and to the protection of such IT Systems and Data from any material unauthorized use, access, misappropriation or modification. Any certificate signed by any officer of the Company delivered to the Agent, except for such noncompliance as would notthe Forward Purchaser, individually any Alternative Agent, the affiliated forward purchaser of any Alternative Agent or in the aggregate, have to their counsel shall be deemed a Material Adverse Effect; (iii) representation and warranty by the Company and the Subsidiaries have implemented Operating Partnership to the Agent, the Forward Purchaser, each Alternative Agent and maintained safeguards each affiliated forward purchaser thereof as to the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariesmatters covered thereby.
Appears in 5 contracts
Sources: At Market Issuance Sales Agreement (Physicians Realty L.P.), At Market Issuance Sales Agreement (Physicians Realty L.P.), At Market Issuance Sales Agreement (Physicians Realty L.P.)
Cybersecurity. Except as would not, singly or in the aggregate, result in a Material Adverse Effect (i)(xA) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Transaction Entities or any Subsidiary’s their subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective operators, tenants, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Transaction Entities and their subsidiaries, and, to the knowledge of the Transaction Entities, any such data processed or stored by third parties on behalf of itthe Transaction Entities and their subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to ), neither the Transaction Entities nor their subsidiaries have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; and (iiB) the Company Transaction Entities and their subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Transaction Entities and their subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 5 contracts
Sources: Underwriting Agreement (American Healthcare REIT, Inc.), Atm Equity Offering Sales Agreement (American Healthcare REIT, Inc.), Atm Equity Offering Sales Agreement (American Healthcare REIT, Inc.)
Cybersecurity. (i)(xA) There has been no security breach breach, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, equipment or technology owned by the Company and its subsidiaries, or of any data or databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and, to their respective knowledge, any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had that resulted in, or could reasonably would be expected likely to have result in, a Material Adverse Effect; and (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could would reasonably be expected to have result in a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 4 contracts
Sources: Underwriting Agreement (Ryerson Holding Corp), Underwriting Agreement (Ryerson Holding Corp), Underwriting Agreement (Ryerson Holding Corp)
Cybersecurity. (i)(x) There Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Dutch Parties or any Subsidiary’s their subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Dutch Parties and any such data processed or stored by third parties on behalf of itthe Dutch Parties), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to ). Neither the Dutch Parties nor their subsidiaries have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would could reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Dutch Parties, and their subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company consistent with industry standards and the Subsidiaries practices, and, in all material respects, as required by applicable regulatory standards. The Dutch Parties and each of their subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data Data, except as would not, singly or in the aggregate be expected to result in a Material Adverse Effect, and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 4 contracts
Sources: Underwriting Agreement (Dutch Bros Inc.), Underwriting Agreement (Dutch Bros Inc.), Underwriting Agreement (Dutch Bros Inc.)
Cybersecurity. (i)(x) There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had Data, except as would not, in the case of this clause (i), individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) the Company and the Subsidiaries are is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable controls, policies, procedures and safeguards to maintain and protect its material their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; data (including all personal, personally identifiable, sensitive, confidential or regulated data) used in connection with their businesses and (iv) the Company and the Subsidiaries have has implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.
Appears in 4 contracts
Sources: Underwriting Agreement (Gamida Cell Ltd.), Underwriting Agreement (Gamida Cell Ltd.), Underwriting Agreement (Gamida Cell Ltd.)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or could condition that would result in any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could as required by applicable regulatory standards, except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the . The Company and the its Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 3 contracts
Sources: Underwriting Agreement (Veritex Holdings, Inc.), Underwriting Agreement (Independent Bank Group, Inc.), Underwriting Agreement (Veritex Holdings, Inc.)
Cybersecurity. (i)(xA) There To the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, have a Material Adverse Effect; , or with respect to clause (ii) C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 3 contracts
Sources: Equity Distribution Agreement (National Health Investors Inc), Underwriting Agreement (National Health Investors Inc), Equity Distribution Agreement (National Health Investors Inc)
Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i)(xi) There to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (ii) which has had the Company and its subsidiaries have not been notified of, and have no knowledge of any event or could condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (y) , the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 3 contracts
Sources: Underwriting Agreement (Global Payments Inc), Underwriting Agreement (Global Payments Inc), Underwriting Agreement (Global Payments Inc)
Cybersecurity. With such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect: (i)(xA) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s of its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective tenants, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company or any of its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company or any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries have not nor any of its subsidiaries has been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented reasonably appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or and statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for to the extent such noncompliance as compliance failure would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 3 contracts
Sources: Underwriting Agreement (New Horizon Aircraft Ltd.), Underwriting Agreement (Biocept Inc), Underwriting Agreement (Biocept Inc)
Cybersecurity. (i)(x) There To the Company’s knowledge there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except as would not, individually or could reasonably be expected in the aggregate for all such matters referred to in this clause (i), have a Material Adverse Effect; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with commercially reasonable industry standards and scope of the operations of the Company and its Subsidiariespractices.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Genprex, Inc.), Securities Purchase Agreement (Precipio, Inc.), Securities Purchase Agreement (Genprex, Inc.)
Cybersecurity. (i)(xA) There To the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ or their vendors’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries or by third party vendors on behalf of ittheir behalf), and their respective equipment or technology (collectively, “IT Systems and Data”) which has had that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) neither the Company nor its Subsidiaries have been notified of, and each of them have any knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards reasonable designed to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of all Bank Regulatory Authorities, any court or arbitrator or governmental governmental, regulatory or self-regulatory agency or authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 3 contracts
Sources: Underwriting Agreement (Third Coast Bancshares, Inc.), Underwriting Agreement (Southern States Bancshares, Inc.), Underwriting Agreement (Southern States Bancshares, Inc.)
Cybersecurity. To the knowledge of the Partnership Parties, (i)(xi) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Partnership or any of the Company’s or any Subsidiaryits subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Partnership or on behalf any of itits subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (ii) which none of the Partnership or any of its subsidiaries has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no to the knowledge of any the Partnership Parties, there has been no event or condition that would be reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to any of the Partnership’s or any of its subsidiary’s respective IT Systems and Data; (iii) each of the Partnership and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their respective IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effectas required by applicable regulatory standards; and (iiiv) the Company Partnership and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance except, with respect to clauses (i) through (iv), as would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: Underwriting Agreement (NuStar Energy L.P.), Underwriting Agreement (NuStar Energy L.P.)
Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not individually or in the aggregate have a Material Adverse Effect, (i)(xA) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”): (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance non-compliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: Distribution Agreement (Virgin Galactic Holdings, Inc), Distribution Agreement (Virgin Galactic Holdings, Inc)
Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its subsidiaries, considered as one enterprise, (i)(xA) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”): (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authorityGovernmental Entity, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as non-compliance that would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes reasonably be expected to be commercially reasonable material to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariessubsidiaries, considered as one enterprise.
Appears in 2 contracts
Sources: Warrant Purchase Agreement (Kennedy-Wilson Holdings, Inc.), Preferred Stock Purchase Agreement (Kennedy-Wilson Holdings, Inc.)
Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating Except as would not reasonably be expected to any of result in a Material Adverse Change, the Company’s or any Subsidiary’s and its subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data (including the data of its respective customerswebsites, employeesapplications, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology databases (collectively, “IT Systems and DataSystems”) which has had or could reasonably be expected to have a Material Adverse Effect; are adequate for, and (y) operate and perform in all material respects as required in connection with the operation of the business of the Company and the Subsidiaries have not been notified ofits subsidiaries as currently conducted, and has no knowledge to the Company’s knowledge, free and clear of any event or condition that would reasonably be expected all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to result inmaintain and protect their material confidential information and the integrity, any continuous operation, redundancy and security breach or other compromise to its of all IT Systems and Data which has had data (including all personal, personally identifiable, sensitive, confidential or could reasonably be expected regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have a Material Adverse Effect; (ii) 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 the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to be in compliance would not, individually or not reasonably be expected to result in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its SubsidiariesChange.
Appears in 2 contracts
Sources: Equity Distribution Agreement (BridgeBio Pharma, Inc.), Open Market Sale Agreement (BridgeBio Pharma, Inc.)
Cybersecurity. (i)(xA)(x) There To the best knowledge of the Company, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data processed, stored or maintained by or on behalf of itthe Company or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect); and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (iiB) to the best knowledge of the Company, the Company and the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules rules, regulations and regulations requirements of any court or arbitrator or governmental or regulatory authority, including the FFIEC IT Handbook, and internal policies and contractual obligations relating (the “Requirements”) related to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, in the case of each of clause (A) and (B) above, individually or in the aggregate, have a Material Adverse Effect; (iiiC) the Company and the Subsidiaries its subsidiaries have implemented reasonable controls, policies, procedures, and maintained technological safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and Data; and (ivD) the Company and the Subsidiaries its subsidiaries have implemented data backup and disaster recovery technology which as the Company believes is appropriate generally deems reasonably adequate for the size and scope of the operations of the Company and its Subsidiariesbusiness.
Appears in 2 contracts
Sources: Underwriting Agreement (First Midwest Bancorp Inc), Underwriting Agreement (First Midwest Bancorp Inc)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries), and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: Underwriting Agreement (TriState Capital Holdings, Inc.), Underwriting Agreement (TriState Capital Holdings, Inc.)
Cybersecurity. Except as disclosed in the SEC Reports, (i)(xa) There to the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its Subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had that, individually or could in the aggregate, would reasonably be expected to have a Material Adverse Effect; and , (yb) neither the Company and the nor its Subsidiaries have not been notified in writing of, and has and, to the Company’s knowledge, there is no knowledge of any presently existing event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had that, individually or could in the aggregate, would reasonably be expected to have a Material Adverse Effect; Effect and (iic) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as required by applicable law. The Company and its Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and applicable contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: Exchange Agreement (Teligent, Inc.), Exchange Agreement (Teligent, Inc.)
Cybersecurity. (i)(xA) There To the Manager’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the CompanyManager’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “subsidiaries IT Systems and Data”) which has had , except for any such security breach or could incident, unauthorized access or disclosure, or other compromise of the Manager’s or its subsidiaries’ IT Systems and Data that would not, individually or in the aggregate, reasonably be expected to have a Manager Material Adverse Effect; and (yB) neither the Company and the Subsidiaries Manager nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Manager and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had to be used in connection with the Manager’s method of operation set forth in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to do so would not, individually or could in the aggregate, reasonably be expected to have a Manager Material Adverse Effect; (ii) the Company . The Manager and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authorityGovernmental Entity, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for where such noncompliance as non-compliance would not, individually or in the aggregate, reasonably be expected to have a Manager Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: Underwriting Agreement (Claros Mortgage Trust, Inc.), Underwriting Agreement (Claros Mortgage Trust, Inc.)
Cybersecurity. With such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect: (i)(xA) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s of its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective tenants, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company or any of its Subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company or any of its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the nor any of its Subsidiaries have not has been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in material compliance with all applicable laws or and statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: At the Market Sales Agreement (Chicago Atlantic Real Estate Finance, Inc.), At the Market Sales Agreement (Chicago Atlantic Real Estate Finance, Inc.)
Cybersecurity. (i)(xi) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customerstenants, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by or on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (ii) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of of, any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operations, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could as required by applicable regulatory standards, except, in the case of either clause (i) or (ii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or, with respect to clause (iii), where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the . The Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, modification except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: Sales Agency Financing Agreement (Boston Properties LTD Partnership), Sales Agency Financing Agreement (Boston Properties LTD Partnership)
Cybersecurity. (i)(xA) There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”): (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had Data; except with respect to each of (A) and (B), for any such security breach or could reasonably be expected to other compromise, as would not, individually or in the aggregate, have a Material Adverse Effect; (ii) the . The Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the . The Company and the Subsidiaries its subsidiaries have implemented appropriate controls, policies, procedures, and maintained technological safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and Data; Data that are reasonably consistent with industry standards and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariespractices, or as required by applicable regulatory standards.
Appears in 2 contracts
Sources: Underwriting Agreement (Playa Hotels & Resorts N.V.), Underwriting Agreement (Playa Hotels & Resorts N.V.)
Cybersecurity. (i)(xA) There To the knowledge of the Company and each Guarantor, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, have a Material Adverse Effect; , or with respect to clause (ii) C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: Underwriting Agreement (National Health Investors Inc), Underwriting Agreement (National Health Investors Inc)
Cybersecurity. (i)(x) There To the knowledge of the Issuer and the Guarantor, there has been no security breach or other compromise of or relating to any of the CompanyIssuer’s or any Subsidiarythe Guarantor’s or their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company Issuer, the Guarantor and the Subsidiaries their respective subsidiaries have not been notified of, and has have no knowledge of of, any event or condition that would reasonably be expected to result in, in any security breach or other compromise to its their IT Systems and Data which has had Data, except as would not, in the case of this clause (i)(x) and (i)(y), individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) to the Company knowledge of the Issuer and the Subsidiaries Guarantor, the Issuer, the Guarantor and their respective subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company Issuer, the Guarantor and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries their respective subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size reasonably consistent in all material respects with industry standards and scope of the operations of the Company and its Subsidiariespractices.
Appears in 2 contracts
Sources: Underwriting Agreement (Relx PLC), Underwriting Agreement (Relx PLC)
Cybersecurity. (i)(x) There To the Company’s knowledge there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, in each case of clauses (x) and (y) that have or could would, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Aspira Women's Health Inc.), Securities Purchase Agreement (Schuler Jack W)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or could condition that would result in any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in 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 and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: Underwriting Agreement (Allegiance Bancshares, Inc.), Underwriting Agreement (Pacific Premier Bancorp Inc)
Cybersecurity. Except as disclosed in the General Disclosure Package and the Final Prospectus, (i)(xa)(i) There to the knowledge of the Company, there has been no security breach or incident, or other compromise of or relating to any of the Company’s, Endeavor’s or any Subsidiary’s their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and data-bases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (yii) the Company and its subsidiaries and, to the Subsidiaries knowledge of the Company, Endeavor and its subsidiaries, have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (iib) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as as, in the case of this clause (b), would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; and (iiic) the Company and the Subsidiaries its subsidiaries have implemented appropriate controls, policies, procedures, and maintained technological safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and Data; Data reasonably consistent with industry standards and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariespractices, or as required by applicable regulatory standards.
Appears in 2 contracts
Sources: Underwriting Agreement (Diamondback Energy, Inc.), Underwriting Agreement (Diamondback Energy, Inc.)
Cybersecurity. Except as disclosed in the SEC Reports, (i)(xa) There to the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its Subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third third-party data maintained maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had that, individually or could in the aggregate, would reasonably be expected to have a Material Adverse Effect; and , (yb) neither the Company and the nor its Subsidiaries have not been notified in writing of, and has and, to the Company’s knowledge, there is no knowledge of any presently existing event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had that, individually or could in the aggregate, would reasonably be expected to have a Material Adverse Effect; Effect and (iic) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as required by applicable law. The Company and its Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and applicable contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: Exchange Agreement (Teligent, Inc.), Exchange Agreement (Teligent, Inc.)
Cybersecurity. Except in each case as would not reasonably be expected to have a Material Adverse Effect, (i)(xi)(A) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third third-party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (yB) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented appropriate controls, policies, procedures and maintained technological safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and Data; Data reasonably consistent with industry standards and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariespractice, or as required by applicable regulatory standards.
Appears in 2 contracts
Sources: Underwriting Agreement (Talos Energy Inc.), Underwriting Agreement (Talos Energy Inc.)
Cybersecurity. (i)(xA) There To the knowledge of the Company and each of its subsidiaries, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, have a Material Adverse Effect or with respect to clause (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect; (ii) the . The Company and the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: Underwriting Agreement (Americold Realty Trust), Underwriting Agreement (Americold Realty Trust)
Cybersecurity. (i)(xA) There To the knowledge of the Company and its subsidiaries, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of the Company or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, websites, applications, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which other than those that were resolved without material cost or liability; (B) there has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or could reasonably be expected as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, have a Material Adverse Effect; , or with respect to clause (ii) C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are presently in material compliance with all currently applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: Underwriting Agreement (Adobe Inc.), Underwriting Agreement (Adobe Inc.)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had except such as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; and (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of of, any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had Data, in each case that would, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have taken commercially reasonable measures consistent with industry standards and practices to maintain and protect, in all material respects, the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data. The Company and its subsidiaries are presently in 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 and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: Underwriting Agreement (TJX Companies Inc /De/), Underwriting Agreement (TJX Companies Inc /De/)
Cybersecurity. To the knowledge of the Company, (i)(x) There there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except as would not, individually or could reasonably be expected in the aggregate for all such matters referred to in this clause (i), have a Material Adverse Effect; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented commercially reasonable backup and disaster recovery technology which consistent with industry standards and practices, except where the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariesfailure to do so would not have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Soluna Holdings, Inc), Securities Purchase Agreement (Soluna Holdings, Inc)
Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s The Company and its subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data (including the data of its respective customerswebsites, employeesapplications, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology databases (collectively, “IT Systems and DataSystems”) which has had or could are reasonably believed by the Company to be expected to have a Material Adverse Effect; adequate in all material respects for, and (y) 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 Subsidiaries have not been notified ofCompany’s knowledge, are free and has no knowledge clear of any event all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Except as would not, individually or condition that would in the aggregate, reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have in a Material Adverse Effect; (ii) , the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the Subsidiaries integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for such noncompliance failures as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 2 contracts
Sources: Underwriting Agreement (Costar Group, Inc.), Underwriting Agreement (Costar Group, Inc.)
Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i)(x) There there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had that would require notification to any third party, including any governmental or could reasonably be expected to have a Material Adverse Effectregulatory authority, under applicable law; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with commercially reasonable industry standards and scope of the operations of the Company and its Subsidiariespractices.
Appears in 2 contracts
Sources: Securities Purchase Agreement (60 Degrees Pharmaceuticals, Inc.), Securities Purchase Agreement (60 Degrees Pharmaceuticals, Inc.)
Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus or as would not individually or in the aggregate have a Material Adverse Effect, (i)(xA) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”): (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance non-compliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (Virgin Galactic Holdings, Inc)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of it)the Company and its subsidiaries, equipment or technology technology) (collectively, “IT Systems and Data”) which has had that would, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; and Effect; (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had that would, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data as required by applicable regulatory standards. 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 and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. (i)(xA) There Except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, 14 processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “"IT Systems and Data”"), (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented commercially reasonable and appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of itthe Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (United Community Banks Inc)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) which has had ), except where such security breach or could incident, unauthorized access or disclosure or other compromise would not, singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; and (yB) neither the Company and the nor its Subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have that would result in a Material Adverse Effect; and (iiC) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its Subsidiaries are presently in 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 and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to be in compliance would not, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries), and any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) which has had ), except where such security breach or could incident, unauthorized access or disclosure or other compromise would not, singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; and (yB) neither the Company and the nor its Subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data Data, which has had breach, incident, unauthorized access or could disclosure, or other compromise would reasonably be expected to have result in a Material Adverse Effect; and (iiC) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. 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 and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (Berkshire Hills Bancorp Inc)
Cybersecurity. (i)(xA) There To the knowledge of the Company, there has been no security breach breach, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to do so would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (MetroCity Bankshares, Inc.)
Cybersecurity. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (i)(xA) There to the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could as required by applicable regulatory standards. Except as would not, singly or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; (ii) , the Company and the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Atm Equity Offering Sales Agreement (Wheels Up Experience Inc.)
Cybersecurity. Except as disclosed in the SEC Reports, (i)(xA) There to the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its Subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had that, individually or could in the aggregate, would reasonably be expected to have a Material Adverse Effect; and , (yB) neither the Company and the nor its Subsidiaries have not been notified in writing of, and has and, to the Company’s knowledge, there is no knowledge of any presently existing event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had that, individually or could in the aggregate, would reasonably be expected to have a Material Adverse Effect; Effect and (iiC) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as required by applicable law. The Company and its Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and applicable contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. (i)(x) There has been no known security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had ), except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; and (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, except as would not, individually or in the aggregate, have a Material Adverse Effect and (C) the Company and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) ), which has had could, individually or could in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange; and (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would notwhere the failure to be in compliance could, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its SubsidiariesChange.
Appears in 1 contract
Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the knowledge of the Company, (i)(xA) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented and maintained controls, policies, procedures, and technological safeguards to maintain and protect, in all material respects, the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, except with respect to clauses (A) and (B), for any such security breach or could reasonably be expected to have incident, unauthorized access or disclosure, or other compromises, events or conditions as would not result in a Material Adverse Effect; (ii) . Except as would not result in a Material Adverse Effect, the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. To the Company’s knowledge, (i)(xi) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had ), except as would not, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, in each case that would, individually or in the aggregate, reasonably be expected to have a have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a have a Material Adverse Effect. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to be so in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. Except in each case as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i)(xA) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s, Viant LLC’s or any Subsidiary’s their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company, Viant LLC and their respective subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company, Viant LLC and their respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to neither the Company, Viant LLC nor their respective subsidiaries have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data; and (C) the Company, Viant LLC and their respective subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards reasonably designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the Company as required by applicable regulatory standards. The Company, Viant LLC and the Subsidiaries their respective subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and to the knowledge of the Company, any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) which ), that has had or could would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. Except as may be included or incorporated by reference in the Registration Statement and the Prospectus, (i)(xx) There there has been no material security breach or other material compromise of or relating to any of the Company’s or any Subsidiary’s 's information technology and computer systems, databases, equipment, applications, networks, hardware, software, data (including the all personal, personally identifiable, sensitive, confidential or regulated data of its the Company and their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “"IT Systems and Data”") which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries are is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy privacy, security, and security processing of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, have result in a Material Adverse Effect; (iii) the IT Systems and Data are adequate for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; and (iii) the Subsidiaries have Company has implemented and maintained complies with reasonable controls, policies, procedures, and safeguards the Company believes to be commercially reasonable (including backup and disaster recovery technology) to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; Data consistent with industry standards and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariespractices.
Appears in 1 contract
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (Choiceone Financial Services Inc)
Cybersecurity. (i)(xi) There To the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective tenants, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”): (ii) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries have not nor any of its subsidiaries has been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its IT Systems and Data; and (iii) the Company and each of its subsidiaries has implemented controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of its IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected as required by applicable regulatory standards, except with respect to clauses (i) and (ii), for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, have a Material Adverse Effect; , or with respect to clause (ii) iii), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and the Subsidiaries are each of its subsidiaries is presently in material compliance with all applicable laws or and statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Distribution Agreement (Retail Properties of America, Inc.)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”)), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or could condition that would result in any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could as required by applicable regulatory standards, except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the . The Company and the its Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (Independent Bank Group, Inc.)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology technology) (collectively, “IT Systems and Data”) which has had that would, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; and Effect; (yB) neither the Company and the nor its Subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had that would, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; Effect; and (iiC) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as required by applicable regulatory standards. 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 and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. (i)(xA) There To the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third third-party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of), and has no knowledge of except for any event or condition that would reasonably be expected to result in, any such security breach or incident, unauthorized access or disclosure, or other compromise to of the Company’s or its subsidiaries’ IT Systems and Data which has had that would not, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; (iiB) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data to be used in connection with the Company’s method of operation set forth in the Registration Statement and the Prospectus, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authorityGovernmental Entity, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for where such noncompliance as non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: At the Market Sales Agreement (Claros Mortgage Trust, Inc.)
Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could Except as would not reasonably be expected to have a Material Adverse Effect; and (y) , the Company and the Subsidiaries have not been notified ofits subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and has no knowledge databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of any event or condition that would reasonably be expected the business of the Company and its subsidiaries as currently conducted. Except as disclosed in the Time of Sale Information and the Prospectus Supplement, the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards intended to result inmaintain and protect their material confidential information and the integrity, any operation, redundancy and security breach or other compromise to its of all IT Systems and Data which has had data, including all personal, personally identifiable, sensitive, confidential or could regulated data (“Personal Data”) used in connection with their business reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that (i) would not reasonably be expected to have a Material Adverse Effect; , (ii) have been remedied without material cost or liability or the duty to notify any other person, or (iii) are under internal review or investigations relating to the same. Except as would not be reasonably expected to have a Material Adverse Effect, the Company and the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (Walgreens Boots Alliance, Inc.)
Cybersecurity. (i)(xA) There (i) To the knowledge of the Corporation, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of of, or relating to any of the CompanyCorporation’s or any Subsidiary’s and its Material Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Corporation and its Material Subsidiaries, and any such data processed or stored by third parties on behalf of itthe Corporation and its Material Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could ), except such as would not reasonably be expected to have to, individually or in the aggregate, result in a Material Adverse Effect; Effect and (yii) the Company Corporation and the its Material Subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effectin any material respect; (iiB) the Company Corporation and the its Material Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for where the failure to be in such noncompliance as compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iiiC) the Company Corporation and the its Material Subsidiaries have implemented appropriate controls, policies, procedures, and maintained technological safeguards the Company believes to be commercially reasonable that are designed to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and Data; Data reasonably consistent with industry standards and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariespractices, or as required by applicable regulatory standards.
Appears in 1 contract
Sources: Underwriting Agreement (Colliers International Group Inc.)
Cybersecurity. (i)(xi) (a) There has have been no security breach breaches, incidents, violations, outages, compromises, or other compromise unauthorized uses of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthe Company or such Subsidiary), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (yb) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance except, in the case of clauses (i) and (ii) herein, as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable controls, policies, procedures, and safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which consistent with industry standards and practices. The Company’s and each Subsidiaries’ IT Systems and Data operate and perform in all material respects as required in connection with the Company believes is appropriate for the size and scope operation of the operations business of the Company and its Subsidiariesthe Subsidiaries as currently conducted.
Appears in 1 contract
Cybersecurity. (i)(xA) There To the Company’s knowledge there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries), and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. (i)(xi) There (x) Except as disclosed in the Registration Statement and the Prospectus, or where the breach or compromise would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data processed or maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had except where such event or could condition would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards; and (iii) the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, in the case of this clause (iii), individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Distribution Agency Agreement (Canadian Solar Inc.)
Cybersecurity. (i)(x) There has been no known security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except as would not, individually or in the aggregate, have a Material Adverse Effect; (B) which has had neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could reasonably be expected result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, except as would not, individually or in the aggregate, have a Material Adverse Effect; and (yC) the Company and the Subsidiaries its subsidiaries have not been notified ofimplemented commercially reasonable controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i)(xA) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effectas required by applicable regulatory standards; and (iiD) the Company and the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Atm Equity Offering Sales Agreement (Cohen & Steers, Inc.)
Cybersecurity. (i)(xA) There To the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party that is maintained, processed or stored by the Company and its Subsidiaries) and any such data maintained processed or stored by or third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) which has had ), that would, singly or could in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) neither the Company, nor its Subsidiaries, have been notified of, and each of them have no knowledge of, any event or condition that could result in any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards that are reasonably designed to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had Data, and that are reasonably consistent with applicable industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the are required by applicable regulatory standards. The Company and the its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to do so would not, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (Northpointe Bancshares Inc)
Cybersecurity. (i)(xA) There To the knowledge of the Company, there has been no security breach breach, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to do so would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (Crossfirst Bankshares, Inc.)
Cybersecurity. (i)(xi) There Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(A) to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”);
(B) which has had the Company and its subsidiaries have not been notified of, and have no knowledge of any event or could condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and
(C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards.
(ii) Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (y) , the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (Fiserv Inc)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) which has had that would, singly or could in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) neither the Company nor its Subsidiaries have been notified in writing of, and each of them have no knowledge of any event or condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented commercially reasonable controls, policies, procedures, and has no knowledge technological safeguards designed to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (William Bradford Haines Financial Services Trust)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; and (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Atm Equity Offering Sales Agreement (B&G Foods, Inc.)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would singly, or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the Subsidiaries its subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. (i)(xA) There To the knowledge of the Company, there has been no security breach or other compromise unauthorized access or disclosure of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, equipment, technology, data and databases, including (including i) the data and information of its their respective customers, employees, suppliers, vendors or other third parties and (ii) any such data processed or stored by third party data maintained by or parties on behalf of it), equipment or technology the Company and its Subsidiaries (collectively, “IT Systems and Data”) which has had ), that would, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yB) neither the Company and the nor its Subsidiaries have not been notified of, and has each of them have no knowledge of any currently existing event or condition that would reasonably be expected to result in, any security breach or other compromise unauthorized access or disclosure to its their IT Systems and Data which has had that would, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iiC) the Company and its Subsidiaries have implemented appropriate and commercially reasonable controls, policies, procedures, and technological safeguards designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or in material compliance with applicable regulatory standards. The Company and its Subsidiaries are presently currently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) which has had that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to reasonably designed to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (Priority Technology Holdings, Inc.)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or could condition that would result in any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could as required by applicable regulatory standards, except where the failure to do so would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the . The Company and the its Subsidiaries are presently in 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 and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (Pacific Premier Bancorp Inc)
Cybersecurity. (i)(x) There To the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its Subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had that, individually or could in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (y) . Neither the Company and the nor its Subsidiaries have not been notified in writing of, and has and, to the Company’s knowledge, there is no knowledge of any presently existing event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had that, individually or could in the aggregate, would reasonably be expected to have a Material Adverse Effect; (ii) the . The Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data in compliance in all material respects with applicable law. The Company and its Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and applicable contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Exchange Agreement (Teligent, Inc.)
Cybersecurity. To the knowledge of the Company and except as disclosed in the General Disclosure Package, except as would not, individually or in the aggregate, have a Material Adverse Effect (i)(xi) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third third-party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (ii) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (Bio-Rad Laboratories, Inc.)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”): (B) which has had neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, in the case of each of (A), (B) and (C), that would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (y) the . The Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as in each case, that would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Underwriting Agreement (Victory Capital Holdings, Inc.)
Cybersecurity. (i)(x) There Except as disclosed in the Registration Statement and the Prospectus, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had Data, except as would not, in the case of this clause (i), individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; Effect; (ii) the Company and the Subsidiaries are is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable controls, policies, procedures and safeguards to maintain and protect its material their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; data (including all personal, personally identifiable, sensitive, confidential or regulated data) used in connection with their businesses and (iv) the Company and the Subsidiaries have has implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.
Appears in 1 contract
Sources: Sales Agreement (Gamida Cell Ltd.)
Cybersecurity. The Company is not aware of any current (i)(xor event or condition that would reasonably be expected to result in any future) There has been no security breach breach, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including and databases used, processed or stored by the data of Company or its respective customers, employees, suppliers, vendors and any third party data maintained by subsidiaries or on behalf of it), equipment the Company or technology its subsidiaries (collectively, “IT Systems and Data”) which has had ), except for any such security breach, unauthorized access or could disclosure, or other compromise of the Company’s or its subsidiaries’ IT Systems and Data that would not be reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect; Effect and (yB) the Company and its subsidiaries have implemented reasonable controls, policies, procedures and technological safeguards designed to maintain and protect the Subsidiaries have not been notified ofintegrity, operation, redundancy and has no knowledge security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had or could reasonably to be expected to have a Material Adverse Effect; (ii) used in connection with the Company’s proposed method of operation. To the Company’s knowledge, the Company and the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgmentsregulations, orders, rules judgments and regulations orders of any court or arbitrator or governmental or regulatory authority, internal policies authority and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations . Any certificate signed by an officer of the Company and its Subsidiariesdelivered to the Initial Purchaser or to counsel for the Initial Purchaser shall be deemed a representation and warranty by the Company (and not individually by such officer) to the Initial Purchaser as to the matters set forth therein.
Appears in 1 contract
Cybersecurity. (i)(x) There Except as would not, individually or in the aggregate, have a Material Adverse Effect, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties by or on behalf of itthe Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or incident, unauthorized access or disclosure or other compromise to its IT Systems and Data which has had Data; (ii) except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) , the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.
Appears in 1 contract
Sources: Underwriting Agreement (Owlet, Inc.)
Cybersecurity. Except as disclosed in the General Disclosure Package and the Final Offering Memorandum, (i)(xA) There to the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could that would reasonably be expected to have a Material Adverse Effect; and , (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could that would reasonably be expected to have a Material Adverse Effect; Effect and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Purchase Agreement (Kbr, Inc.)
Cybersecurity. (i)(xi) There (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had except for those that have been remedied without material cost or could liability or the duty to notify any governmental or regulatory authority, or those that are not reasonably be expected to have a Material Adverse Effect; result in material cost or liability or the duty to notify any governmental or regulatory authority and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.
Appears in 1 contract
Sources: Underwriting Agreement (Kla Corp)
Cybersecurity. (i)(x) There To the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, in each case of clauses (x) and (y) that have or could could, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.
Appears in 1 contract
Cybersecurity. (i)(xi) There Except as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Recent Developments―Cybersecurity and Other Developments,” there has been no security breach breach, unauthorized access or other compromise disclosure of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (ii) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach breach, unauthorized access or disclosure of or other compromise to their IT Systems and Data; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected as required by applicable regulatory standards; except, solely with respect to clauses (i) and (ii), to the extent any such event, breach or condition would not, individually or in the aggregate, have a Material Adverse Effect; (ii) the . The Company and the Subsidiaries its subsidiaries are presently in 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 and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
Appears in 1 contract
Cybersecurity. Except as disclosed in the Registration Statement and the Prospectus, (i)(x) There there has been no security breach or incident, unauthorized access or disclosure, violations, outages or other compromise of or relating to any of the Company’s or any Subsidiary’s of its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem and all Personal Data (defined below), sensitive, confidential or regulated data), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor any of its subsidiaries have not been notified of, and has no or have any knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its IT Systems and Data which has had Data, except as would not, in the case of this clause (i), individually or could in the aggregate, be reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries are presently each of its subsidiaries have at all times been in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented system backup and disaster recovery technology which the Company believes is appropriate for the size procedures consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.
Appears in 1 contract
Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or except as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect (i)(xa) There has been no the Company Parties are not aware of any security breach or other compromise of incident, unauthorized access or relating to any disclosure of the Company’s or any Subsidiary’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, data or databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by or on behalf of it), equipment or technology the Company and its subsidiaries in such databases) (collectively, “IT Systems and Data”); (b) which has had neither the Company and its subsidiaries have been notified of a security breach or could reasonably be expected to have a Material Adverse Effectincident, unauthorized access or disclosure or other compromise of any data processed or stored by third parties on behalf of the Company and its subsidiaries; and (yc) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries subsidiaries are presently materially in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except . Each of the Company Parties has a security program that addresses the management of security and the security controls employed by the Company that includes: (a) documented policies that the Company internally publishes and communicates to appropriate personnel; and (b) policies and procedures that address and implement measures for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect(i) information classification and handling; (ii) physical security; and (iii) the Company network and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations application security. Each of the Company and its SubsidiariesParties has an information security incident management program that addresses management of information security incidents.
Appears in 1 contract
Cybersecurity. Except where the impact of which would not reasonably be expected to result in a Material Adverse Effect, (i)(xA) There there has been no security breach or attack, unauthorized access or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including including, without limitation, the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem) (“Data”), equipment or technology (collectively, “IT Systems and Data”), (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has no none of them have any knowledge of any event or condition that would reasonably be expected to result in, any security breach or attack, unauthorized access or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably likely to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with the standards and practices of their industry or as required by applicable regulatory standards. Since January 1, 2021, the Company and its subsidiaries have had all material rights, consents and authorizations to process Data as processed by or for the Company. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the processing of Data, the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or not be reasonably expected to result in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
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Sources: Underwriting Agreement (Montrose Environmental Group, Inc.)
Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’, information technology and computer systems, networks, hardware, software, data and databases (including the confidential data and information of its their respective customers, employees, suppliers, suppliers and vendors and any third party confidential data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise of or involving their IT Systems and Data; (C) the Company and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards that are designed to its maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had and are reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effectas required by applicable law; and (iiD) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all applicable material judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification; except, except for such noncompliance in each case of the foregoing subparagraphs (A) through (D), as would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.
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