Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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 other unauthorized access to or compromise of any Data. The Company is 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized access, use, misappropriation, disclosure, modification, encryption or destruction.
Appears in 10 contracts
Sources: Underwriting Agreement (APx Acquisition Corp. I), Underwriting Agreement (APx Acquisition Corp. I), Underwriting Agreement (Compass Digital Acquisition Corp.)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise relating to the Company’s or compromise ofits subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (an “Incident”), except for those that B) neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has each of them have no knowledge of any event or condition that would 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 result inin a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented appropriate controls, an Incident 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 10 contracts
Sources: Underwriting Agreement (Triton International LTD), Underwriting Agreement (Triton International LTD), Underwriting Agreement (Triton International LTD)
Cybersecurity. The With such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect: (A) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s computer and or any of its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective tenants, systems customers, employees, suppliers, vendors and networks any third party data 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 the Company or any of its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither the Company as currently conducted, free and clear nor any of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company its subsidiaries 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other 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 compromise of any Dataas required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
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. The (i)(x) To the Company’s computer and 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 equipment and computer systems, networks, hardware, software, websitesdata (including the data of its respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 (y) the integrity, security, continuous operation Company and redundancy of the IT Systems. There has been no security breach of, or other unauthorized access to or compromise of, the IT Systems (an “Incident”), except for those that Subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other unauthorized access compromise to its IT Systems and Data, in each case of clauses (x) and (y) that have or compromise of any Data. The would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) the Company is and the Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, individually or destructionin the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained 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 consistent with industry standards and practices.
Appears in 8 contracts
Sources: Securities Purchase Agreement (Tharimmune, Inc.), Securities Purchase Agreement (Tharimmune, Inc.), Securities Purchase Agreement (Tharimmune, Inc.)
Cybersecurity. The Company’s computer and Except where the impact of which would not reasonably be expected to result in a Material Adverse Effect, (A) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither 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, the IT Systems (an “Incident”), except for those that nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other 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 compromise of any Dataas required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destructionexcept where the failure to maintain such compliance would not reasonably be excepted to result in a Material Adverse Effect.
Appears in 8 contracts
Sources: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)
Cybersecurity. The Company’s computer and (A) 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 their respective subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including but not limited to the personally identifiable information, systems confidential or regulated data of their respective tenants, employees, suppliers, vendors and networks any third party data, maintained, processed or stored by the Transaction Entities or any of their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Transaction Entities or any of their respective subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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, the IT Systems (an “Incident”), except for those that (B) neither the Transaction Entities nor any of their respective subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no have 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 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 result in, an Incident or any other unauthorized access to or compromise of any Datahave a Material Adverse Effect. The Company is Transaction Entities and each of their respective subsidiaries are presently in compliance, compliance in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 7 contracts
Sources: Underwriting Agreement (JOSS Realty REIT, Inc.), Underwriting Agreement (Postal Realty Trust, Inc.), Underwriting Agreement (Postal Realty Trust, Inc.)
Cybersecurity. The Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (i) 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 the Company’s computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company or its subsidiaries, and any such data processed or stored by third parties on behalf of the Company or its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (ii) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither the Company as currently conducted, free and clear nor any of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company its subsidiaries 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other 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 compromise of any Dataas required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, compliance in all material respects, 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 use, access, use, misappropriation, disclosure, misappropriation or modification, encryption . Any certificate signed by an officer of the Company and delivered to the Underwriters or destructionto 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. The (A) To the knowledge of the Company’s computer and , there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 except for any such security breach ofor incident, unauthorized access or disclosure, or other unauthorized access to compromise of the Company’s or compromise of, the its subsidiaries’ IT Systems and Data that would not, individually or in the aggregate, have a Material Adverse Effect; (an “Incident”), except for those that B) neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to or compromise of any Data. The their IT Systems and Data and (C) the Company is presently in complianceand its subsidiaries have implemented appropriate 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 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where failure to be so in compliance would not, individually or destructionin the aggregate, have a Material Adverse Effect.
Appears in 7 contracts
Sources: Atm Equity Offering Sales Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.)
Cybersecurity. The (A) To the knowledge of the Company, there has been no security breach, unauthorized access or disclosure, or other compromise of any of the Company’s computer and or its Subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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, the IT Systems (an “Incident”), except for those that would, individually or in the aggregate, reasonably be expected to have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its Subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has each of them have no knowledge of any event or condition that would 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 result inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented controls, an Incident 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where the failure to do so would not, individually or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Sources: Underwriting Agreement (Horizon Bancorp Inc /In/), Underwriting Agreement (Eagle Financial Services Inc), Underwriting Agreement (Financial Institutions Inc)
Cybersecurity. The Except as disclosed in the Registration Statement and the Prospectus: (A) to the knowledge of the Company, there has been no security breach, unauthorized access or disclosure, or other compromise of the Company’s computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems and networks employees, suppliers, vendors, or other third party maintained or stored by the Company or its subsidiaries), or equipment (collectively, “IT SystemsSystems and Data”); (B) are adequate forneither the Company nor its subsidiaries have been notified of, and operate each of them has no knowledge of, any event or condition that would result in any security breach, unauthorized access or disclosure, or other compromise to their IT Systems and perform in all material respects as required in connection with the operation of the business of Data; and (C) 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 its subsidiaries have implemented and maintained commercially reasonable appropriate controls, policies, procedures and technological 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 designed to maintain and protect the integrity, securitycontinuous operation, continuous operation redundancy and redundancy security of the their IT Systems. There has been no Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, except with respect to (A) and (B), for any such security breach ofor incident, unauthorized access or disclosure, or other unauthorized access compromises, as would not, individually or in the aggregate, have a Material Adverse Effect, or with respect to (C), where the failure to do so would not, individually or compromise ofin the aggregate, have a Material Adverse Effect. To the knowledge of the Company, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, Company and there have been no suspected Incidents that its subsidiaries are currently under internal review or investigations. The Company has 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 other unauthorized access to or compromise of any Data. The Company is presently in compliance, in all material respects, 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 the their IT Systems and Data and to the protection of such IT Systems and Data from any material unauthorized use, access, usemisappropriation or modification. Any certificate signed by any officer of the Company delivered to the Agent, misappropriationthe Forward Purchaser, disclosureany Alternative Agent, modificationthe affiliated forward purchaser of any Alternative Agent or to their counsel shall be deemed a representation and warranty by the Company and the Operating Partnership to the Agent, encryption or destructionthe Forward Purchaser, each Alternative Agent and each affiliated forward purchaser thereof as to the matters 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. The Company’s computer and Except as would not, singly or in the aggregate, result in a Material Adverse Effect (A) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Transaction Entities or their subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective operators, systems tenants, customers, employees, suppliers, vendors and networks any third party data 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 the Transaction Entities and their subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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, the IT Systems (an “Incident”), except for those that neither the Transaction Entities nor their subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to their IT Systems and Data and (B) the Transaction Entities 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 reasonably consistent with industry standards and practices, or compromise of any Dataas required by applicable regulatory standards. The Company is Transaction Entities and their subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
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. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, (i)(A) 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 computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and data-bases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company or its subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 (B) the integrity, security, continuous operation Company and redundancy of the IT Systems. There has been no security breach of, or other unauthorized access to or compromise of, the IT Systems (an “Incident”), except for those that its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of of, any event or condition that would reasonably be expected to result in, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to or compromise of any their IT Systems and Data. The ; (ii) the Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as, in the case of this clause (ii), would not, individually or destructionin the aggregate, reasonably be expected to 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 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.
Appears in 5 contracts
Sources: Underwriting Agreement (BKV Corp), Underwriting Agreement (BKV Corp), Underwriting Agreement (BKV Corp)
Cybersecurity. The (i)(x) To the Company’s computer and knowledge, there has been no material security breach or other compromise of or relating to any of the Company’s or any Subsidiary or any VIE’s information technology equipment and computer systems, networks, hardware, software, websitesdata (including the data of its respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entitiesas would not cause a Material Adverse Effect, and there (y) the Company and the Subsidiaries and the VIEs have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other unauthorized access compromise to or compromise of any Data. The its IT Systems and Data that would cause a Material Adverse Effect; (ii) the Company is and the Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, individually or destructionin the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries and the VIEs have implemented and maintained 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 consistent with industry standards and practices.
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. The Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (i) 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 the Company’s computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company or its subsidiaries, and any such data processed or stored by third parties on behalf of the Company or its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (ii) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither the Company as currently conducted, free and clear nor any of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company its subsidiaries 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other 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 compromise of any Dataas required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, compliance in all material respects, 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 use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
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. The Company’s computer and 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 the Dutch Parties or their subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Dutch Parties and any such data processed or stored by third parties on behalf of the Dutch Parties), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 ). Neither 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, the IT Systems (an “Incident”), except for those that Dutch Parties nor their subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, except as would not, singly or compromise of any Datain the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company is presently in complianceDutch 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 reasonably consistent with industry standards and 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 the 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, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 4 contracts
Sources: Underwriting Agreement (Dutch Bros Inc.), Underwriting Agreement (Dutch Bros Inc.), Underwriting Agreement (Dutch Bros Inc.)
Cybersecurity. The (i)(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 computer and information technology equipment and computer systems, networks, hardware, software, websitesdata (including the data of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 (y) 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other unauthorized access compromise to their IT Systems and Data, except as would not, in the case of this clause (i), individually or compromise of any Data. The in the aggregate, have a Material Adverse Effect; (ii) the Company is presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, in the case of this clause (ii), individually or destructionin the aggregate, have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data) used in connection with their businesses and the Company has implemented backup and disaster recovery technology consistent with industry standards and practices.
Appears in 4 contracts
Sources: Underwriting Agreement (Gamida Cell Ltd.), Underwriting Agreement (Gamida Cell Ltd.), Underwriting Agreement (Gamida Cell Ltd.)
Cybersecurity. The (A) There has been no security breach, unauthorized access or disclosure, or other compromise of any of the Company’s computer and its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesequipment or technology owned by the Company and its subsidiaries, systems or of any data or databases (including the data and networks information of their respective customers, employees, suppliers, vendors and any third party data 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 the Company and its subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 ofthat resulted in, or other unauthorized access would be likely to or compromise ofresult in, a Material Adverse Effect; (B) neither the IT Systems (an “Incident”), except for those that Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has 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 would reasonably be expected to result inin a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented appropriate controls, an Incident 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, compliance in all material respects, 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 use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 4 contracts
Sources: Underwriting Agreement (Ryerson Holding Corp), Underwriting Agreement (Ryerson Holding Corp), Underwriting Agreement (Ryerson Holding Corp)
Cybersecurity. The With such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect: (A) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s computer and or any of its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective tenants, systems customers, employees, suppliers, vendors and networks any third party data 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 the Company or any of its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither the Company as currently conducted, free and clear nor any of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company its subsidiaries 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other 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 reasonably consistent with industry standards and practices, or compromise of any Dataas required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except to the extent such compliance failure would not, individually or destructionin the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (New Horizon Aircraft Ltd.), Underwriting Agreement (Biocept Inc), Underwriting Agreement (Biocept Inc)
Cybersecurity. The (A) 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 the Company’s computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither 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, the IT Systems (an “Incident”), except for those that nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other 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 compromise of as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any Datasuch 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. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
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. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to any of the Company’s or compromise ofits Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data 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 the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems (an “Incidentand Data”), except for those that would, singly or in the aggregate, reasonably be expected to have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its Subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has 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 result inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented appropriate controls, an Incident 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 any other unauthorized access as required by applicable regulatory standards, except as would not, singly or in the aggregate, reasonably be expected to or compromise of any Datahave a Material Adverse Effect. The Company is and its Subsidiaries are presently in compliance, compliance in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 3 contracts
Sources: Underwriting Agreement (Veritex Holdings, Inc.), Underwriting Agreement (Independent Bank Group, Inc.), Underwriting Agreement (Veritex Holdings, Inc.)
Cybersecurity. The (i)(x) To the Company’s computer and 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 equipment and computer systems, networks, hardware, software, websitesdata (including the data of its respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 (y) the integrity, security, continuous operation Company and redundancy of the IT Systems. There has been no security breach of, or other unauthorized access to or compromise of, the IT Systems (an “Incident”), except for those that Subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other unauthorized access compromise to its IT Systems and Data, except as would not, individually or compromise of any Data. The in the aggregate for all such matters referred to in this clause (i), have a Material Adverse Effect; (ii) the Company is and the Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, individually or destructionin the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained 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 consistent with commercially reasonable industry standards and practices.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Genprex, Inc.), Securities Purchase Agreement (Precipio, Inc.), Securities Purchase Agreement (Genprex, Inc.)
Cybersecurity. The 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) to the Company’s computer and knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (ii) 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, the IT Systems (an “Incident”), except for those that its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has 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; 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 result inhave a Material Adverse Effect, an Incident or any other unauthorized access to or compromise of any Data. The the Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 3 contracts
Sources: Underwriting Agreement (Global Payments Inc), Underwriting Agreement (Global Payments Inc), Underwriting Agreement (Global Payments Inc)
Cybersecurity. The Except as disclosed in the Registration Statement or the General Disclosure Package, (A) to the knowledge of the Company there has been no security breach or incident, unauthorized access or disclosure, or other compromise of the Company’s or its controlled subsidiaries’ information technology and computer systems, networks, hardware or software storing “personal data” or “personally identifiable information,” as such terms are defined under applicable law (including such data and information technology equipment hardwareof their respective customers or employees maintained, softwareprocessed or stored by the Company and its controlled subsidiaries, websites, systems and networks any such data processed or stored by service providers on behalf of the Company and its controlled subsidiaries) (collectively, “IT SystemsSystems and Data”); (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither 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, the IT Systems (an “Incident”), except for those that nor its controlled subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to their IT Systems and Data and (C) the Company and its controlled subsidiaries have implemented controls, policies, procedures, and technological safeguards consistent with industry practice 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 with respect to clauses (A) and (B), for any such security breach, incident, unauthorized access or disclosure or compromise of any Dataas 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. The Company is and its controlled subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 3 contracts
Sources: Sales Agency Financing Agreement (Eastgroup Properties Inc), Sales Agency Financing Agreement (Eastgroup Properties Inc), Sales Agency Financing Agreement (Eastgroup Properties Inc)
Cybersecurity. The (A) To the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of any of the Company’s computer and or its Subsidiaries’ or their vendors’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its Subsidiaries or by third party vendors on their behalf), and their respective equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 accessthat would, useindividually or in the aggregate, misappropriation, disclosure, modification, encryption or destruction, and reasonably be expected to maintain have a Material Adverse Effect; (B) neither 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, the IT Systems (an “Incident”), except for those that Company nor its Subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no each of them have any knowledge of any event or condition that would 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 result inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented appropriate controls, an Incident policies, procedures, and technological safeguards reasonable 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 3 contracts
Sources: Underwriting Agreement (Third Coast Bancshares, Inc.), Underwriting Agreement (Southern States Bancshares, Inc.), Underwriting Agreement (Southern States Bancshares, Inc.)
Cybersecurity. The Except as would not reasonably be expected to result in a Material Adverse Change, the Company’s computer and its subsidiaries’ information technology equipment assets and equipment, computers, systems, networks, hardware, software, websites, systems applications, and networks databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all other IT Systems and data (including all personal, personally-personally identifiable, sensitive sensitive, confidential or regulated data or information in their possession or under their control (collectively “Personal Data”)) from unauthorized access, use, misappropriation, disclosure, modification, encryption or destructionused in connection with their businesses, and to maintain the integrity, security, continuous operation and redundancy of the IT Systems. There has there have been no security breach ofbreaches, violations, outages or other unauthorized access uses of or accesses to or compromise of, the IT Systems (an “Incident”)same, except for those that have been remedied without material cost or liability or the duty to notify any persons or entitiesother person, and there have been no suspected Incidents that are currently nor any incidents under internal review or investigationsinvestigations relating to the same. The Company has 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 other unauthorized access to or compromise of any Data. The Company is its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destructionexcept where the failure to be in compliance would not reasonably be expected to result in a Material Adverse Change.
Appears in 2 contracts
Sources: Equity Distribution Agreement (BridgeBio Pharma, Inc.), Open Market Sale Agreement (BridgeBio Pharma, Inc.)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to the Company or compromise ofits subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) except such as would not, individually or in the aggregate, have a Material Adverse Effect; (an “Incident”), except for those that B) neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, in each case that would, individually or compromise of any Data. The in the aggregate, have a Material Adverse Effect; and (C) the Company is presently in complianceand its subsidiaries have taken commercially reasonable measures consistent with industry standards and practices to maintain and protect, in all material respects, the 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where the failure to be so in compliance would not, individually or destructionin the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (TJX Companies Inc /De/), Underwriting Agreement (TJX Companies Inc /De/)
Cybersecurity. The Company’s computer (A) 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 its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websites, systems applications, data and networks databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”) are adequate forother than those that were resolved without material cost or liability; (B) there has been no event or condition that reasonably could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and operate Data and perform in all material respects as required in connection with the operation of the business of (C) 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 its subsidiaries have implemented and maintained commercially reasonable appropriate 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 destructionprocedures, and technological safeguards designed to maintain and protect the integrity, securitycontinuous operation, continuous operation redundancy and redundancy security of the their IT Systems. There has been no Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any such security breach ofor incident, unauthorized access or disclosure, or other unauthorized access compromises, as would not, individually or in the aggregate, have a Material Adverse Effect, or with respect to or compromise of, the IT Systems clause (an “Incident”C), except for those that where the failure to do so would not, individually or in the aggregate, have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigationsa Material Adverse Effect. The Company has 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 other unauthorized access to or compromise of any Data. The Company is its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 2 contracts
Sources: Underwriting Agreement (Adobe Inc.), Underwriting Agreement (Adobe Inc.)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to any of the Company’s or compromise ofits Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data 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 the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems (an “Incidentand Data”), except for those that would, singly or in the aggregate, reasonably be expected to have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its Subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has 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 result inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented appropriate controls, an Incident 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 2 contracts
Sources: Underwriting Agreement (Allegiance Bancshares, Inc.), Underwriting Agreement (Pacific Premier Bancorp Inc)
Cybersecurity. The Except as disclosed in the SEC Reports, (a) to the knowledge of the Company’s computer and , there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its Subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 accessthat, useindividually or in the aggregate, misappropriationwould reasonably be expected to have a Material Adverse Effect, disclosure, modification, encryption or destruction, and to maintain (b) neither the integrity, security, continuous operation and redundancy of the IT Systems. There has Company nor its Subsidiaries have been no security breach notified in writing of, or other unauthorized access and, to or compromise ofthe Company’s knowledge, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been is no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any presently existing 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, individually or in the aggregate, would reasonably be expected to result inhave a Material Adverse Effect and (c) the Company and its Subsidiaries have implemented appropriate controls, an Incident or any other unauthorized access policies, procedures, and technological safeguards reasonably designed to or compromise maintain and protect the integrity, continuous operation, redundancy and security of any Datatheir IT Systems and Data as required by applicable law. The Company is and its Subsidiaries are presently in compliance, compliance in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except for such noncompliance as would not, individually or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Exchange Agreement (Teligent, Inc.), Exchange Agreement (Teligent, Inc.)
Cybersecurity. The Company(A) To the Manager’s computer and information technology equipment hardwareknowledge, software, websites, systems and networks (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company 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 there has been no security breach ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to the Manager’s or compromise of, the its subsidiaries IT Systems (an “Incident”)and Data, except for those any such security breach or 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 been remedied without material cost or liability or a Manager Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Manager nor its subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has 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 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 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 in the aggregate, reasonably be expected to result in, an Incident or any other unauthorized access to or compromise of any Datahave a Manager Material Adverse Effect. The Company is Manager and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where such non-compliance would not, individually or destructionin the aggregate, reasonably be expected to have a Manager Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Claros Mortgage Trust, Inc.), Underwriting Agreement (Claros Mortgage Trust, Inc.)
Cybersecurity. The Company’s computer (A) 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 the Company or its subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”): (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither 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, the IT Systems (an “Incident”), except for those that nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; except with respect to each of (A) and (B), for any such security breach or compromise of any Dataother compromise, as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where the failure to do so would not, individually or destructionin the aggregate, have a Material Adverse Effect. 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 that are reasonably consistent with industry standards and practices, 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. The CompanyTo the knowledge of the Partnership Parties, (i) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Partnership or any of its subsidiary’s computer and information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Partnership or any of its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (ii) are adequate for, and operate and perform in all material respects as required in connection with the operation none of the business Partnership or any 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 its subsidiaries 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or incident, unauthorized access or disclosure or other compromise to any of the Partnership’s or any other unauthorized access 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 reasonably consistent with industry standards and practices, or compromise of any Data. The Company is as required by applicable regulatory standards; and (iv) the Partnership and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except, with respect to clauses (i) through (iv), as would not reasonably be expected to have, individually or destructionin the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (NuStar Energy L.P.), Underwriting Agreement (NuStar Energy L.P.)
Cybersecurity. The (A)(x) To the best knowledge of the Company, there has been no security breach or other compromise of or relating to the Company’s computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data processed, stored or maintained by or on behalf of the Company or its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (y) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither 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, the IT Systems (an “Incident”), except for those that nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other unauthorized access compromise to or compromise their IT Systems and Data; (B) to the best knowledge of any Data. The the Company, the Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, in the case of each of clause (A) and (B) above, individually or destructionin the aggregate, have a Material Adverse Effect; (C) the Company and its subsidiaries have implemented reasonable controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data; and (D) the Company and its subsidiaries have implemented data backup and disaster recovery technology as the Company generally deems reasonably adequate for its business.
Appears in 2 contracts
Sources: Underwriting Agreement (First Midwest Bancorp Inc), Underwriting Agreement (First Midwest Bancorp Inc)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”i) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to the Company or compromise ofits subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective tenants, employees, suppliers, vendors and any third party data maintained, processed or stored by or on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems (an “Incidentand Data”), except for those that ; (ii) neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of of, any event or condition that would reasonably be expected to result in, an Incident any security breach or any other 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 reasonably consistent with industry standards and practices, or compromise as required by applicable regulatory standards, except, in the case of any Dataeither 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. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, usemisappropriation or modification except as would not, misappropriationindividually or in the aggregate, disclosure, modification, encryption or destructionreasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Sales Agency Financing Agreement (Boston Properties LTD Partnership), Sales Agency Financing Agreement (Boston Properties LTD Partnership)
Cybersecurity. The (i)(x) To the Company’s computer and 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 equipment and computer systems, networks, hardware, software, websitesdata (including the data of its respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 (y) the integrity, security, continuous operation Company and redundancy of the IT Systems. There has been no security breach of, or other unauthorized access to or compromise of, the IT Systems (an “Incident”), except for those that Subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other unauthorized access compromise to its IT Systems and Data, in each case of clauses (x) and (y) that have or compromise of any Data. The would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) the Company is and the Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, individually or destructionin the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained 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 consistent with industry standards and practices.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Aspira Women's Health Inc.), Securities Purchase Agreement (Schuler Jack W)
Cybersecurity. The Except in each case as would not reasonably be expected to have a Material Adverse Effect, (i)(A) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third-party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 (B) the integrity, security, continuous operation Company and redundancy of the IT Systems. There has been no security breach of, or other unauthorized access to or compromise of, the IT Systems (an “Incident”), except for those that its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to or compromise of any their IT Systems and Data. The ; (ii) the Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, usemisappropriation or modification; and (iii) the Company and its subsidiaries have implemented appropriate controls, misappropriationpolicies, disclosureprocedures and technological safeguards to maintain and protect the integrity, modificationcontinuous operation, encryption redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practice, or destructionas required by applicable regulatory standards.
Appears in 2 contracts
Sources: Underwriting Agreement (Talos Energy Inc.), Underwriting Agreement (Talos Energy Inc.)
Cybersecurity. The Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i)(x) there has been no security breach or other compromise of or relating to any of the Company’s computer and or any Subsidiary’s information technology equipment and computer systems, networks, hardware, software, websitesdata (including the data of its respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 (y) the integrity, security, continuous operation Company and redundancy of the IT Systems. There has been no security breach of, or other unauthorized access to or compromise of, the IT Systems (an “Incident”), except for those that Subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or other compromise to its IT Systems and Data that would require notification to any other unauthorized access to third party, including any governmental or compromise of any Data. The regulatory authority, under applicable law; (ii) the Company is and the Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, individually or destructionin the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained 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 consistent with commercially reasonable industry standards and practices.
Appears in 2 contracts
Sources: Securities Purchase Agreement (60 Degrees Pharmaceuticals, Inc.), Securities Purchase Agreement (60 Degrees Pharmaceuticals, Inc.)
Cybersecurity. The (A) 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 the Company’s computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither 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, the IT Systems (an “Incident”), except for those that nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other 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 compromise of as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any Datasuch 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. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 2 contracts
Sources: Underwriting Agreement (Americold Realty Trust), Underwriting Agreement (Americold Realty Trust)
Cybersecurity. The To the knowledge of the Company, (i)(x) there has been no security breach or other compromise of or relating to any of the Company’s computer and or any Subsidiary’s information technology equipment and computer systems, networks, hardware, software, websitesdata (including the data of its respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 (y) the integrity, security, continuous operation Company and redundancy of the IT Systems. There has been no security breach of, or other unauthorized access to or compromise of, the IT Systems (an “Incident”), except for those that Subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other unauthorized access compromise to its IT Systems and Data, except as would not, individually or compromise of any Data. The in the aggregate for all such matters referred to in this clause (i), have a Material Adverse Effect; (ii) the Company is and the Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, individually or destructionin the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained 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 consistent with industry standards and practices, except where the failure 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. The Company’s computer 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, (A) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”): (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither 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, the IT Systems (an “Incident”), except for those that nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other 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 compromise of any Dataas required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except for such non-compliance as would not, individually or destructionin the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Distribution Agreement (Virgin Galactic Holdings, Inc), Distribution Agreement (Virgin Galactic Holdings, Inc)
Cybersecurity. The With such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect: (A) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s computer and or any of its Subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective tenants, systems customers, employees, suppliers, vendors and networks any third party data 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 the Company or any of its Subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither the Company as currently conducted, free and clear nor any of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company its Subsidiaries 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other 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 compromise of any Dataas required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
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. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of any of the Company’s or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its Subsidiaries), and, to the knowledge of the Company, any such data processed or compromise ofstored by third parties on behalf of the Company and its Subsidiaries, the equipment or technology (collectively, “IT Systems (an “Incidentand Data”), except for those that would, singly or in the aggregate, reasonably be expected to have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its Subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has each of them have no knowledge of any event or condition that would 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 inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented appropriate controls, an Incident 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, singly or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (TriState Capital Holdings, Inc.), Underwriting Agreement (TriState Capital Holdings, Inc.)
Cybersecurity. The Except as disclosed in the General Disclosure Package and the Final Prospectus, (a)(i) 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 computer and or their respective subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and data-bases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company or its subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 accessand (ii) the Company and its subsidiaries and, use, misappropriation, disclosure, modification, encryption or destruction, and to maintain the integrity, security, continuous operation and redundancy knowledge of the IT Systems. There has been no security breach ofCompany, or other unauthorized access to or compromise ofEndeavor and its subsidiaries, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to or compromise of any their IT Systems and Data. The ; (b) the Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as, in the case of this clause (b), would not reasonably be expected to, individually or destructionin the aggregate, have a Material Adverse Effect; 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Diamondback Energy, Inc.), Underwriting Agreement (Diamondback Energy, Inc.)
Cybersecurity. The Except as disclosed in the SEC Reports, (a) to the knowledge of the Company’s computer and , there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its Subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third-party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 accessthat, useindividually or in the aggregate, misappropriationwould reasonably be expected to have a Material Adverse Effect, disclosure, modification, encryption or destruction, and to maintain (b) neither the integrity, security, continuous operation and redundancy of the IT Systems. There has Company nor its Subsidiaries have been no security breach notified in writing of, or other unauthorized access and, to or compromise ofthe Company’s knowledge, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been is no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any presently existing 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, individually or in the aggregate, would reasonably be expected to result inhave a Material Adverse Effect and (c) the Company and its Subsidiaries have implemented appropriate controls, an Incident or any other unauthorized access policies, procedures, and technological safeguards reasonably designed to or compromise maintain and protect the integrity, continuous operation, redundancy and security of any Datatheir IT Systems and Data as required by applicable law. The Company is and its Subsidiaries are presently in compliance, compliance in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except for such noncompliance as would not, individually or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Exchange Agreement (Teligent, Inc.), Exchange Agreement (Teligent, Inc.)
Cybersecurity. The (A) 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 the Company’s computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither 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, the IT Systems (an “Incident”), except for those that nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other 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 compromise of as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any Datasuch 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. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 2 contracts
Sources: Underwriting Agreement (National Health Investors Inc), Underwriting Agreement (National Health Investors Inc)
Cybersecurity. The Company’s computer Company and its subsidiaries’ information technology equipment assets and equipment, computers, systems, networks, hardware, software, websites, systems applications, and networks databases (collectively, “IT Systems”) are reasonably believed by the Company to be adequate in all material respects for, and operate and perform in all material respects as required in connection with with, the operation of the business of the Company and its subsidiaries as currently conductedconducted and, to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company has and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all other IT Systems and data (including all personal, personally-personally identifiable, sensitive sensitive, confidential or regulated data or information in their possession or under their control (collectively “Personal Data”)) from unauthorized access, use, misappropriation, disclosure, modification, encryption or destruction, and to maintain used in connection with the integrity, security, continuous operation and redundancy business of the IT Systems. There has Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, there have been no security breach ofbreaches, violations, outages or other unauthorized access uses of or accesses to or compromise of, the IT Systems (an “Incident”)same, except for those that have been remedied without material cost or liability or the duty to notify any persons or entitiesother person, and there have been no suspected Incidents that are currently nor any incidents under internal review or investigationsinvestigations relating to the same. The Company has 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 other unauthorized access to or compromise of any Data. The Company is its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except for such failures as would not, individually or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Costar Group, Inc.), Underwriting Agreement (Costar Group, Inc.)
Cybersecurity. The Company(i)(x) 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 Issuer’s computer and or the Guarantor’s or their respective subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata (including the data of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 (y) 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 ofIssuer, the IT Systems (an “Incident”), except for those that Guarantor and their respective subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of of, any event or condition that would reasonably be expected to result inin any security breach or other compromise to their IT Systems and Data, an Incident except as would not, in the case of this clause (i)(x) and (i)(y), individually or any other unauthorized access in the aggregate, have a Material Adverse Effect; (ii) to or compromise the knowledge of any Data. The Company is the Issuer and the Guarantor, the Issuer, the Guarantor and their respective subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, in the case of this clause (ii), individually or destructionin the aggregate, have a Material Adverse Effect; and (iii) the Issuer, the Guarantor and their respective subsidiaries have implemented backup and disaster recovery technology reasonably consistent in all material respects with industry standards and practices.
Appears in 2 contracts
Sources: Underwriting Agreement (Relx PLC), Underwriting Agreement (Relx PLC)
Cybersecurity. The 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, (A) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”): (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither 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, the IT Systems (an “Incident”), except for those that nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other 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 compromise of any Dataas required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except for such non-compliance that would not, individually or destructionin the aggregate, reasonably be expected to be material to the Company and its subsidiaries, 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. The Except as disclosed in the General Disclosure Package and the Final Offering Memorandum, (A) to the knowledge of the Company’s computer and , there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 accessthat would reasonably be expected to have a Material Adverse Effect, use, misappropriation, disclosure, modification, encryption or destruction, and to maintain (B) neither 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, the IT Systems (an “Incident”), except for those that Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has 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 reasonably be expected to result inhave a Material Adverse Effect and (C) the Company and its subsidiaries have implemented appropriate controls, an Incident 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destructionexcept for such noncompliance as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Purchase Agreement (Kbr, Inc.)
Cybersecurity. The (i)(x) Except as disclosed in the Registration Statement and the Prospectus, to the knowledge of the Company, there has been no security breach or other compromise of or relating to any of the Company’s computer and or any of the Subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata (including the data of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT SystemsSystems and Data”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business (y) each 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company Operating Partnership has not been notified of, and has no knowledge of of, any event or condition that would reasonably be expected to result in, an Incident any security breach or any other unauthorized access compromise to or compromise their IT Systems and Data; (ii) the Company and each of any Data. The Company the Subsidiaries is presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, in the case of this clause (ii), individually or destructionin the aggregate, have a Material Adverse Effect; and (iii) the Company and each of the Subsidiaries has implemented backup and disaster recovery technology consistent with industry standards and practices for externally advised REITs. In addition, any certificate signed by any officer of the Company or any of the Subsidiaries and delivered to any of the Agents or counsel for such Agents in connection with the offering of the Shares shall be deemed to be a representation and warranty by the Company or the Operating Partnership, as to matters covered thereby, to such Agents.
Appears in 1 contract
Sources: Equity Distribution Agreement (New York City REIT, Inc.)
Cybersecurity. The (i)(x) 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 computer and or any Subsidiary’s information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of its respective customers, systems employees, suppliers, vendors and networks any third party data 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 the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 (y) the integrity, security, continuous operation Company and redundancy of the IT Systems. There has been no security breach of, or other unauthorized access to or compromise of, the IT Systems (an “Incident”), except for those that Subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any material security breach or any other incident, unauthorized access or disclosure or other compromise to its IT Systems and Data; (ii) except as would not, individually or compromise of any Data. The in the aggregate, have a Material Adverse Effect, the Company is and the Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, usemisappropriation or modification; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, misappropriationcontinuous operation, disclosure, modification, encryption or destructionredundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.
Appears in 1 contract
Sources: Underwriting Agreement (Owlet, Inc.)
Cybersecurity. The (A) 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 computer and or its Subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party that is maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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, the IT Systems (an “Incident”), except for those that would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) neither the Company, nor its Subsidiaries, have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has each of them have no knowledge of of, any event or condition that would 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 inin a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented appropriate controls, an Incident policies, procedures, and technological safeguards that are reasonably designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data, and that are reasonably consistent with applicable industry standards and practices, or any other unauthorized access to or compromise of any Dataare required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where the failure to do so would not, singly or destructionin the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Northpointe Bancshares Inc)
Cybersecurity. The (i) To the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of the Company’s computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective tenants, systems customers, employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”): (ii) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither the Company as currently conducted, free and clear nor any of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company its subsidiaries 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other 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 reasonably consistent with industry standards and practices, or compromise of as required by applicable regulatory standards, except with respect to clauses (i) and (ii), for any Datasuch 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 (iii), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and each of its subsidiaries is presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Sources: Distribution Agreement (Retail Properties of America, Inc.)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to the Company or compromise ofits subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) except as would not, individually or in the aggregate, have a Material Adverse Effect; (an “Incident”), except for those that B) neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to their IT Systems and Data except as would not, individually or compromise in the aggregate, have a Material Adverse Effect; 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 any Datatheir IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Sources: Atm Equity Offering Sales Agreement (B&G Foods, Inc.)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to any of the Company’s or compromise ofthe Bank’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and the Bank, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and the Bank, equipment or technology (collectively, “IT Systems and Data”) that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (an “Incident”), except for those that B) neither the Company nor the Bank have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified in writing of, and has 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 result inhave a Material Adverse Effect; and (C) the Company and the Bank have implemented commercially reasonable controls, an Incident 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, compliance in all material respects, 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 use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Sources: Underwriting Agreement (Amalgamated Financial Corp.)
Cybersecurity. The Company’s computer and Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the information technology equipment assets and equipment, computers, systems, networks, hardware, software, websites, systems applications, and networks databases owned or controlled by the Company and its subsidiaries (collectively, “IT Company Systems”) are adequate for, and operate and perform in all material respects as required in connection with with, the operation of the business businesses of the Company and its subsidiaries as currently conducted, and are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company has and its subsidiaries have implemented and maintained commercially reasonable industry standard controls, policies, procedures procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all other Company Systems and data (including all personal, personally-personally identifiable, sensitive protected health, sensitive, confidential or regulated data or information in their possession or under their control stored therein (collectively “Private 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 there have been no security breach ofbreaches, violations, outages or other unauthorized access uses of or accesses to or compromise of, the IT such Company Systems and Private Data (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entitiesother person), and nor are there have been no suspected Incidents that are currently any incidents under internal review or investigationsinvestigations relating to the same. The Company has 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 other unauthorized access to or compromise of any Data. The Company is its subsidiaries are presently in compliance, compliance in all material respects, respects with (i) all applicable laws or statutes and statutes, (ii) all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and (iii) all internal policies and contractual obligations obligations, in each case, relating to the privacy and security of the IT Systems and Data and to the protection of such IT Company Systems and Private Data from unauthorized use, access, usemisappropriation or modification. Any certificate signed by an officer of the Company and delivered to the Agents or to counsel for the Agents pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company, misappropriationas applicable, disclosure, modification, encryption or destructionto the Agents as to the matters set forth therein.
Appears in 1 contract
Sources: Sales Agreement (Hut 8 Corp.)
Cybersecurity. The Company’s computer and 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 the Company or its subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of ). Neither 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, the IT Systems (an “Incident”), except for those that nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, except as would not, singly or compromise of any Datain the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company is presently in complianceand 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, and, in all material respects, 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 the 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, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Sources: Underwriting Agreement (Catalyst Pharmaceuticals, Inc.)
Cybersecurity. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the knowledge of the Company, (A) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of the Company’s computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT SystemsSystems and Data”); (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither 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, the IT Systems (an “Incident”), except for those that nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to or compromise of any their IT Systems and Data. The ; and (C) the Company is presently in complianceand 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 reasonably consistent with industry standards and practices, except with respect to clauses (A) and (B), for any such security breach or incident, unauthorized access or disclosure, or other compromises, events or conditions as would not result in a Material Adverse Effect. Except as would not result in 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Cybersecurity. The Company’s computer (A) Except as disclosed in the Registration Statements, 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 the Company or its subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”): (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither 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, the IT Systems (an “Incident”), except for those that nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; except with respect to each of (A) and (B), for any such security breach or compromise of any Dataother compromise, as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where the failure to do so would not, individually or destructionin the aggregate, have a Material Adverse Effect. 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 that are reasonably consistent with industry standards and practices, or as required by applicable regulatory standards.
Appears in 1 contract
Sources: Underwriting Agreement (Playa Hotels & Resorts N.V.)
Cybersecurity. The Company(A) There has been no material security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of Verra Mobility’s computer and its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by Verra Mobility and its subsidiaries, and any such data processed or stored by third parties on behalf of Verra Mobility and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (B) are adequate for, and operate and perform neither Verra Mobility nor any of its subsidiaries has been notified in all material respects as required in connection with writing known to the operation of the business senior WEST/293596792 officers 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified Guarantors of, and none of them has no any knowledge of any event or condition that would is reasonably be expected likely to result in, an Incident any material security breach or any other incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) Verra Mobility 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 reasonably consistent with industry standards and practices, or compromise of any Dataas required by applicable regulatory standards. The Company is Verra Mobility and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to the Company or compromise ofits subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) except where such security breach or incident would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; (an “Incident”), except for those that ii) Neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has 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 except where such security breach or incident, unauthorized access or disclosure or other compromise would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; and (iii) The Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to result inmaintain and protect the integrity, an Incident continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Sources: Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access to compromise of any of the Company’s or compromise ofits Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems (an “Incidentand Data”), except for those that would, individually or in the aggregate, reasonably be expected to have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its Subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has each of them have no knowledge of any event or condition that would 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 result inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented controls, an Incident 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where the failure to do so would not, individually or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Choiceone Financial Services Inc)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to any of the Company’s or compromise ofits subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data 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 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; (an “Incident”), except for those that B) neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has each of them have no knowledge of any event or condition that would 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 result inhave a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented appropriate controls, an Incident or any other unauthorized access policies, procedures, and technological safeguards to or compromise maintain and protect the integrity, continuous operation, redundancy and security of any Datatheir IT Systems and Data as required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized access, use, misappropriation, disclosure, modification, encryption or destructionData.
Appears in 1 contract
Cybersecurity. The Company’s computer and information technology equipment hardware(A) Except as would not, softwaresingly or in the aggregate, websitesreasonably be expected to have a Material Adverse Effect, systems and networks (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with to the operation of the business knowledge 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 there has been no security breach ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to the Company or compromise ofits subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, 14 processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, "IT Systems (an “Incident”and Data"), except for those that (B) neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other 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 and 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 compromise of any Dataas required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, singly or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to the Company’s or compromise ofits subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”): (an “Incident”), except for those that B) neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has 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 result in, an Incident or any other unauthorized access to or compromise of any Datahave a Material Adverse Effect. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption in each case, that would not, singly or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Victory Capital Holdings, Inc.)
Cybersecurity. The (i)(x) 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 computer and information technology equipment and computer systems, networks, hardware, software, websitesdata (including the data of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 (y) 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other unauthorized access compromise to their IT Systems and Data, except as would not, in the case of this clause (i), individually or compromise of any Data. The in the aggregate, have a Material Adverse Effect; (ii) the Company is presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, in the case of this clause (ii), individually or destructionin the aggregate, have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data) used in connection with their businesses and the Company has implemented backup and disaster recovery technology consistent with industry standards and practices.
Appears in 1 contract
Sources: Sales Agreement (Gamida Cell Ltd.)
Cybersecurity. The Company’s computer Except as would not reasonably be expected to result in a Material Adverse Effect, (A) the Company and its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websites, systems applications, databases, equipment and networks technology (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, 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”B) 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 there has been no security breach ofor incident, unauthorized access or disclosure, or other unauthorized access to violation or compromise of, of or relating to the Companies’ or its subsidiaries’ IT Systems and data (an “Incident”)including the data and information of their respective customers, except for those that have been remedied without material cost employees, suppliers, vendors and any third party data collected, maintained, processed, used, transmitted or liability or stored by the duty to notify any persons or entitiesCompany and its subsidiaries, and there any such data collected, maintained, processed, used, transmitted or stored by third parties on behalf of the Company and its subsidiaries (collectively, “IT Systems and Data”) and (C) neither the Company nor its subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of of, any event or condition that would reasonably be expected to could result inin any security breach, an Incident outage, incident unauthorized access, violation or any other unauthorized access compromise to or compromise disclosure of any their IT Systems and Data. The Company is and its subsidiaries have implemented reasonable and appropriate controls, policies, procedures, and technological safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of their IT Systems and Data used in connection with their businesses. The Company and its subsidiaries are presently in compliance, in all material respects, compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authorityGovernmental 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 use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Cybersecurity. The Company’s computer Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change; (i) the Company and its subsidiaries’ information technology equipment assets and equipment, computers, systems, networks, hardware, software, websites, systems applications, and networks databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The ; (ii) the Company has and its subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all other IT Systems and data, all personal, personally-personally identifiable, sensitive sensitive, confidential or regulated data or information in their possession or under their control (collectively “Personal Data”) from unauthorized accessused in connection with their businesses. To the Company’s knowledge, use, misappropriation, disclosure, modification, encryption or destruction, and to maintain the integrity, security, continuous operation and redundancy of the IT Systems. There has there have been no security breach ofmaterial breaches, violations, outages or other unauthorized access uses of or accesses to or compromise of, the IT Systems (an “Incident”)same, except for those that have been remedied without material cost or liability or the duty to notify any persons or entitiesother person, and there have been no suspected Incidents that are currently nor any incidents under internal review or investigationsinvestigations relating to the same. The Company has 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 other unauthorized access to or compromise of any Data. The Company is its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not reasonably be expected, individually or destructionin the aggregate, to result in a Material Adverse Change.
Appears in 1 contract
Sources: Underwriting Agreement (VistaGen Therapeutics, Inc.)
Cybersecurity. The (i)(x) To the Company’s computer and knowledge, there has been no material security breach or unauthorized access the Company’s or any Subsidiary’s information technology equipment and computer systems, networks, hardware, software, websitesdata (including the data of its respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 ), except as would not, individually or in the aggregate, have a Material Adverse Effect, which resulted in the unauthorized access, use, misappropriation, modification, encryption, corruption, disclosure, modificationor transfer of any information or data contained therein, encryption or destructionin each case, and to maintain the integrity, security, continuous operation and redundancy of the IT Systems. There that has been no security breach ofresulted in, or other unauthorized access is reasonably likely to or compromise ofresult in, material liability to the IT Systems Company and (an “Incident”), except for those that y) the Company and the Subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, an Incident any material security breach or any other unauthorized access compromise to or compromise of any its IT Systems and Data. The ; (ii) the Company is and the Subsidiaries are presently in compliance, compliance in all material respects, 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 use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, individually or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained 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 consistent with industry standards and practices.
Appears in 1 contract
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to any of the Company’s or compromise ofits Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data 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 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; (an “Incident”), except for those that B) neither the Company nor its Subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified in writing of, and has 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 result inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented commercially reasonable controls, an Incident 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, compliance in all material respects, 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 use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Sources: Underwriting Agreement (William Bradford Haines Financial Services Trust)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to any of the Company’s or compromise ofits Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data 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 the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems (an “Incidentand Data”), except for those that would, singly or in the aggregate, reasonably be expected to have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its Subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has each of them have no knowledge of any event or condition that would 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 inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented appropriate controls, an Incident 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, compliance in all material respects, 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 use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, singly or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (United Community Banks Inc)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to any of the Company’s or compromise ofits Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems (an “Incidentand Data”), except for those that where such security breach or incident, unauthorized access or disclosure or other compromise would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) neither the Company nor its Subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would result in a Material Adverse Effect; 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 compromise of any Dataas required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where the failure to be in compliance would not, singly or destructionin the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to any of the Company’s or compromise ofits Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data 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 the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems (an “Incidentand Data”), except for those that would, singly or in the aggregate, reasonably be expected to have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its Subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has 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 result inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented appropriate controls, an Incident 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 any other unauthorized access as required by applicable regulatory standards, except where the failure to do so would not, singly or compromise of any Datain the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is and its Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Sources: Underwriting Agreement (Pacific Premier Bancorp Inc)
Cybersecurity. The 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 (a) the Company Parties are not aware of any security breach or incident, unauthorized access or disclosure of the Company’s computer and its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata or databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries in such databases) (collectively, “IT SystemsSystems and Data”); (b) are adequate forneither the Company and its subsidiaries have been notified of a security breach or incident, and operate and perform in all material respects as required in connection with the operation unauthorized access or disclosure or other compromise of the business any data processed or stored by third parties on behalf of the Company as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware its subsidiaries; and other corruptants. The (c) 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 its subsidiaries are materially 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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 other unauthorized access to or compromise of any Data. The Company is presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction. 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 (i) information classification and handling; (ii) physical security; and (iii) network and application security. Each of the Company Parties has an information security incident management program that addresses management of information security incidents.
Appears in 1 contract
Cybersecurity. The (A) To the knowledge of the Company, there has been no security breach, unauthorized access or disclosure, or other compromise of any of the Company’s computer and or its Subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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, the IT Systems (an “Incident”), except for those that would, singly or in the aggregate, reasonably be expected to have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its Subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has each of them have no knowledge of any event or condition that would 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 result inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented controls, an Incident 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where the failure to do so would not, singly or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (MetroCity Bankshares, Inc.)
Cybersecurity. The Company’s computer Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change; (i) the Company and its subsidiaries’ information technology equipment assets and equipment, computers, systems, networks, hardware, software, websites, systems applications, and networks databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and to the Company’s knowledge, are free and clear of all material bugsmalware or any malicious software program, errorssuch as spyware or adware, defectsviruses, Trojan horses, time bombs, malware vulnerable applications and other similar corruptants. The ; (ii) the Company has and its subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all other IT Systems and data, all personal, personally-personally identifiable, sensitive sensitive, confidential or regulated data or information in their possession or under their control (collectively “Personal Data”) from unauthorized accessused in connection with their businesses. To the Company’s knowledge, use, misappropriation, disclosure, modification, encryption or destruction, and to maintain the integrity, security, continuous operation and redundancy of the IT Systems. There has there have been no security breach ofmaterial breaches, violations, outages or other unauthorized access uses of or accesses to or compromise of, the IT Systems (an “Incident”)same, except for those that have been remedied without material cost or liability or the duty to notify any persons or entitiesother person, and there have been no suspected Incidents that are currently nor any incidents under internal review or investigationsinvestigations relating to the same. The Company has 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 other unauthorized access to or compromise of any Data. The Company is its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not reasonably be expected, individually or destructionin the aggregate, to result in a Material Adverse Change.
Appears in 1 contract
Sources: Open Market Sale Agreement (VistaGen Therapeutics, Inc.)
Cybersecurity. The (A) 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 computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any other third party that is maintained, processed or stored by the Company and its subsidiaries and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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, the IT Systems (an “Incident”), except for those that would, singly or in the aggregate, reasonably be expected to have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and the Company has no knowledge of of, any event or condition that would reasonably be expected to result in, an Incident any security breach or incident, unauthorized access or disclosure or other compromise to the Company or any other unauthorized access such subsidiary’s IT Systems and Data that would reasonably be expected to have a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented 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 and that are reasonably consistent with industry standards and practices, or compromise of any Dataare required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 Governmental Authority relating to the privacy and security of the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where the failure to do so would not, singly or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Commercial Bancgroup, Inc.)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to any of the Company’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or compromise ofstored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems (an “Incidentand Data”), except for those that which could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; (B) neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other 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 compromise of any Dataas required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption where the failure to be in compliance could, individually or destructionin the aggregate, reasonably be expected to result in a Material Adverse Change.
Appears in 1 contract
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”i) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to the Company or compromise ofits subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) except where such security breach or incident would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; (an “Incident”), except for those that ii) Neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has 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 except where such security breach or incident, unauthorized access or disclosure or other compromise would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; and (iii) The Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to result inmaintain and protect the integrity, an Incident continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Sources: Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Cybersecurity. The (A) To the knowledge of the Company, there has been no security breach, unauthorized access or disclosure, or other compromise of any of the Company’s computer and or its Subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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, the IT Systems (an “Incident”), except for those that would, singly or in the aggregate, reasonably be expected to have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its Subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has each of them have no knowledge of any event or condition that would 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 result inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented appropriate controls, an Incident 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where the failure to do so would not, singly or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Crossfirst Bankshares, Inc.)
Cybersecurity. The (i) 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 computer and knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of the Company’s or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”);
(B) 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, the IT Systems (an “Incident”), except for those that its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has 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; 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 result inhave a Material Adverse Effect, an Incident or any other unauthorized access to or compromise of any Data. The the Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Sources: Underwriting Agreement (Fiserv Inc)
Cybersecurity. The (A) To the Company’s computer and knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third-party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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, the IT Systems (an “Incident”), except for those any such security breach or 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, reasonably be expected to have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has 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 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 result in, an Incident or any other unauthorized access to or compromise of any Datahave a Material Adverse Effect. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where such non-compliance would not, individually or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: At the Market Sales Agreement (Claros Mortgage Trust, Inc.)
Cybersecurity. The Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (A) to the knowledge of the Company’s computer and , there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither 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, the IT Systems (an “Incident”), except for those that nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has 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; 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. Except as would not, singly or in the aggregate, reasonably be expected to result inin a Material Adverse Effect, an Incident or any other unauthorized access to or compromise of any Data. The the Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Sources: Atm Equity Offering Sales Agreement (Wheels Up Experience Inc.)
Cybersecurity. The Except as disclosed in the SEC Reports, (A) to the knowledge of the Company’s computer and , there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its Subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 accessthat, useindividually or in the aggregate, misappropriationwould reasonably be expected to have a Material Adverse Effect, disclosure, modification, encryption or destruction, and to maintain (B) neither the integrity, security, continuous operation and redundancy of the IT Systems. There has Company nor its Subsidiaries have been no security breach notified in writing of, or other unauthorized access and, to or compromise ofthe Company’s knowledge, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been is no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any presently existing 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, individually or in the aggregate, would reasonably be expected to result inhave a Material Adverse Effect and (C) the Company and its Subsidiaries have implemented appropriate controls, an Incident or any other unauthorized access policies, procedures, and technological safeguards reasonably designed to or compromise maintain and protect the integrity, continuous operation, redundancy and security of any Datatheir IT Systems and Data as required by applicable law. The Company is and its Subsidiaries are presently in compliance, compliance in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except for such noncompliance as would not, individually or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity. The Company’s computer and There has been no known security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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, the IT Systems (an “Incident”), except for those that as would not, individually or in the aggregate, have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, except as would not, individually or compromise 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 any Datatheir IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to the Trust or compromise ofthe Subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Trust or the Subsidiary, and any such data processed or stored by third parties on behalf of the Trust or the Subsidiary), equipment or technology (collectively, “IT Systems and Data”) except in each case as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, (an “Incident”), except for those that B) the Trust and the Subsidiary have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to could result in, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to or compromise its IT Systems and Data and (C) to the Trust and the Subsidiary’s knowledge, the Trust and the Subsidiary have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any Data. The Company is presently in compliance, its IT Systems and Data reasonably consistent in all material respectsrespects with industry standards and practices, or as required by applicable regulatory standards. To the Trust and the Subsidiary’s knowledge, the Trust and the Subsidiary are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, 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 use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Sources: Underwriting Agreement (BlackRock ESG Capital Allocation Trust)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to any of the Company’s or compromise ofits Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data 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 the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems (an “Incidentand Data”)), except for those that would, singly or in the aggregate, reasonably be expected to have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its Subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has 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 result inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented appropriate controls, an Incident 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 any other unauthorized access as required by applicable regulatory standards, except as would not, singly or in the aggregate, reasonably be expected to or compromise of any Datahave a Material Adverse Effect. The Company is and its Subsidiaries are presently in compliance, compliance in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Sources: Underwriting Agreement (Independent Bank Group, Inc.)
Cybersecurity. The Company’s computer Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries’ information technology equipment assets and equipment, computers, systems, networks, hardware, software, websites, systems applications, and networks databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted. Except as disclosed in the Time of Sale Information and the Prospectus Supplement, free the Company and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures procedures, and safeguards intended to maintain and protect their material confidential information and the integrity, operation, redundancy and security of all other IT Systems and data, including all personal, personally-personally identifiable, sensitive sensitive, confidential or regulated data or information in their possession or under their control (collectively “Personal Data”) from unauthorized accessused in connection with their business reasonably consistent with industry standards and practices, useor as required by applicable regulatory standards, misappropriationand, disclosure, modification, encryption or destruction, and to maintain the integrity, security, continuous operation and redundancy knowledge of the IT Systems. There has Company, there have been no security breach ofbreaches, violations, outages or other unauthorized access uses of or accesses to or compromise of, the IT Systems (an “Incident”)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 persons other person, or entities, and there have been no suspected Incidents that (iii) are currently under internal review or investigationsinvestigations relating to the same. The Company has Except as would not been notified of, and has no knowledge of any event or condition that would be reasonably be expected to result inhave a Material Adverse Effect, an Incident or any other unauthorized access to or compromise of any Data. The the Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Sources: Underwriting Agreement (Walgreens Boots Alliance, Inc.)
Cybersecurity. The Except where the impact of which would not reasonably be expected to result in a Material Adverse Effect, (A) there has been no security breach or attack, unauthorized access or other compromise of or relating to the Company’s computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata (including, systems without limitation, the data of their respective customers, employees, suppliers, vendors and networks any third party data maintained by or on behalf of them) (“Data”), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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, the IT Systems (an “Incident”), except for those that (B) neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other attack, unauthorized access 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 reasonably likely to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with the standards and practices of their industry or compromise of any Dataas 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 is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destructionexcept as would not be reasonably expected to result in a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Montrose Environmental Group, Inc.)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to any of the Company’s or compromise ofits Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data 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 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; (an “Incident”), except for those that B) neither the Company nor its Subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has each of them have no knowledge of any event or condition that would 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 result inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented appropriate controls, an Incident or any other unauthorized access policies, procedures, and technological safeguards to or compromise maintain and protect the integrity, continuous operation, redundancy and security of any Datatheir IT Systems and Data as required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where the failure to do so would not, individually or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity. The Except as disclosed in the Registration Statement and the Prospectus, (i)(x) 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 computer and or any of its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata (including the data of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of them and all Personal Data (defined below), sensitive, confidential or regulated data), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 (y) neither the integrity, security, continuous operation and redundancy Company nor any of the IT Systems. There has been no security breach of, or other unauthorized access to or compromise of, the IT Systems (an “Incident”), except for those that its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no or have any knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to or compromise of any its IT Systems and Data. The Company is presently in compliance, except as would not, in the case of this clause (i), individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; (ii) the Company and each of its subsidiaries have at all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, in the case of this clause (ii), individually or destructionin the aggregate, be reasonably expected to have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented information system backup and disaster recovery procedures consistent with industry standards and practices.
Appears in 1 contract
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to any of the Company’s or compromise ofits Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data 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 the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems (an “Incidentand Data”), except for those that would, singly or in the aggregate, reasonably be expected to have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its Subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has each of them have no knowledge of any event or condition that would 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 inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented appropriate controls, an Incident 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, compliance in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”A) 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 ofor incident, unauthorized access or disclosure, or other unauthorized access compromise of or relating to the Company’s or compromise ofits subsidiaries’, information technology and computer systems, networks, hardware, software, data and databases (including the confidential data and information of their respective customers, employees, suppliers and vendors and any third party confidential data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems (an “Incidentand Data”), except for those that ; (B) neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other incident, unauthorized access to or disclosure or other compromise of any or involving their IT Systems and Data. The ; (C) the Company is and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards that are designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data and are reasonably consistent with industry standards and practices, or as required by applicable law; and (D) the Company and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, usemisappropriation or modification; except, misappropriationin each case of the foregoing subparagraphs (A) through (D), disclosureas would not, modificationindividually or in the aggregate, encryption or destructionreasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has is not been notified of, and has no knowledge aware of any current (or event or condition that would reasonably be expected to result inin any future) security breach, an Incident or any other unauthorized access to or disclosure, or other compromise of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases used, processed or stored by the Company or its subsidiaries or on behalf of the Company or its subsidiaries (collectively, “IT Systems and Data”), except for any Datasuch security breach, unauthorized access or disclosure, or other compromise of the Company’s or its subsidiaries’ IT Systems and Data that would not be reasonably expected to, individually or in the aggregate, have a Material Adverse Effect and (B) the Company and its subsidiaries have implemented reasonable controls, policies, procedures and technological safeguards designed to maintain and protect the integrity, operation, redundancy and security of their IT Systems and Data to be used in connection with the Company’s proposed method of operation. The To the Company’s knowledge, the Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except where failure to be so in compliance would not, individually or destructionin the aggregate, have a Material Adverse Effect. Any certificate signed by an officer of the Company and delivered 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. The (i) (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 computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata (including the data of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons governmental or entitiesregulatory authority, and there have been no suspected Incidents or those that are currently under internal review not reasonably expected to result in material cost or investigations. The liability or the duty to notify any governmental or regulatory authority and (y) the Company has 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, an Incident any material security breach or any other unauthorized access compromise to or compromise of any their IT Systems and Data. The ; (ii) the Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, in the case of this clause (ii), individually or destructionin the aggregate, have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.
Appears in 1 contract
Sources: Underwriting Agreement (Kla Corp)
Cybersecurity. The (i) (a) There have been no security breaches, incidents, violations, outages, compromises, or other unauthorized uses of or relating to any of the Company’s computer and or any Subsidiary’s information technology equipment and computer systems, networks, hardware, software, websitesdata (including the data of its respective customers, systems employees, suppliers, vendors and networks any third party data maintained by or on behalf of the Company or such Subsidiary), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 (b) the integrity, security, continuous operation Company and redundancy of the IT Systems. There has been no security breach of, or other unauthorized access to or compromise of, the IT Systems (an “Incident”), except for those that Subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other unauthorized access compromise to or compromise of any its IT Systems and Data. The ; (ii) the Company is and the Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except, in the case of clauses (i) and (ii) herein, as would not, individually or destructionin the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained 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 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 operation of the business of the Company and the Subsidiaries as currently conducted.
Appears in 1 contract
Cybersecurity. The (A) To the Company’s computer and knowledge there has been no security breach or incident, unauthorized access or disclosure, or other compromise of any of the Company’s or its Subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data 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 the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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, the IT Systems (an “Incident”), except for those that would, singly or in the aggregate, reasonably be expected to have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its Subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has each of them have no knowledge of any event or condition that would 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 inhave a Material Adverse Effect; and (C) the Company and its Subsidiaries have implemented appropriate controls, an Incident 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 any other unauthorized access to or compromise of any Dataas required by applicable regulatory standards. The Company is and its Subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except as would not, singly or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity. The Company’s computer and There has been no known security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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, the IT Systems (an “Incident”), except for those that as would not, individually or in the aggregate, have been remedied without material cost or liability or a Material Adverse Effect; (B) neither the duty to notify any persons or entities, and there Company nor its subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has 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, an Incident any security breach or any other incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, except as would not, individually or compromise 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 any Datatheir IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Cybersecurity. The Company’s computer and Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT SystemsSystems and Data”); (B) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of neither 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, the IT Systems (an “Incident”), except for those that nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, an Incident any security breach or any other 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 reasonably consistent with industry standards and practices, or compromise of any Data. The as required by applicable regulatory standards; and (D) the Company is and its subsidiaries are presently in compliance, in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction.
Appears in 1 contract
Sources: Atm Equity Offering Sales Agreement (Cohen & Steers, Inc.)
Cybersecurity. The To the knowledge of the Company’s computer and , there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its Subsidiaries information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of their respective customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems”) are adequate for, Systems 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 accessthat, useindividually or in the aggregate, misappropriation, disclosure, modification, encryption or destruction, and would reasonably be expected to maintain have a Material Adverse Effect. Neither the integrity, security, continuous operation and redundancy of the IT Systems. There has Company nor its Subsidiaries have been no security breach notified in writing of, or other unauthorized access and, to or compromise ofthe Company’s knowledge, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there have been is no suspected Incidents that are currently under internal review or investigations. The Company has not been notified of, and has no knowledge of any presently existing 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, individually or in the aggregate, would reasonably be expected to result in, an Incident or any other unauthorized access to or compromise of any Datahave a Material Adverse Effect. The Company is presently 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, compliance in all material respects, 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 the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption except for such noncompliance as would not, individually or destructionin the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Exchange Agreement (Teligent, Inc.)