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. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Appears in 8 contracts
Sources: Underwriting Agreement (Athena Technology Acquisition Corp. II), Underwriting Agreement (Vahanna Tech Edge Acquisition I Corp.), Underwriting Agreement (Athena Technology Acquisition Corp. II)
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 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”); (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 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, as would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. Except as would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, 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. Any certificate signed by any officer or director other authorized signatory of the Company or the Operating Partnership or any of their respective subsidiaries and delivered to the Representative Agents or to counsel for the Underwriters in connection with the Offering Agents shall be deemed a representation and warranty by the CompanyCompany or the Operating Partnership or such subsidiary, as applicable, to the Agents as to the matters covered thereby, to each Underwriter.
Appears in 5 contracts
Sources: Atm Equity Offering Sales Agreement (Essential Properties Realty Trust, Inc.), Atm Equity Offering Sales Agreement (Essential Properties Realty Trust, Inc.), Atm Equity Offering Sales Agreement (Essential Properties Realty Trust, Inc.)
Cybersecurity. The Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) 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 as currently conducted, 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 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 malicious code; (collectively “Data”ii) 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 or incident resulting in unauthorized access to or disclosure of, or other unauthorized access to compromise of the Company’s or compromise of, the its Subsidiaries’ IT Systems and data and databases (an including the data and information of their respective customers, employees, suppliers, vendors and any other third parties maintained, processed or stored by or on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IncidentIT Systems and Data”) (each a “Security Breach”), except for those that ; (iii) neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any persons or entitiesnotified of a Security Breach, and there the Company and its Subsidiaries have been no suspected Incidents that are currently under internal review or investigations. The Company has not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event their IT Systems and Data reasonably consistent with industry standards and practices for similarly situated companies, or condition that as required by applicable regulatory standards. Except as would not, individually 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 presently in complianceand its Subsidiaries are, and at all prior times have been, 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 and all policies and contractual obligations of the Company and its Subsidiaries, 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. Any certificate signed by any officer or director of the The Company and delivered to the Representative or counsel its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwritersimilarly situated companies.
Appears in 5 contracts
Sources: Underwriting Agreement (MDNA Life Sciences, Inc.), Underwriting Agreement (MDNA Life Sciences, Inc.), Underwriting Agreement (MDNA Life Sciences, Inc.)
Cybersecurity. The (i)(x) Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there has been no security breach of or relating to any of the Company’s computer and or its subsidiaries’ information technology equipment and computer systems, networks, hardware, software, websites, systems and networks software or technology (collectively, “IT Systems”), resulting in the unauthorized use, access, misappropriation or modification of the data of their respective customers, employees, suppliers, vendors and any third-party data maintained by or on behalf of them (collectively, “Customer Personal Data”) are adequate foror other personal, and operate and perform in all material respects as required personally identifiable, sensitive, confidential or regulated data in connection with the operation of the business of their respective businesses and (y) 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 reasonably be expected to result in, an Incident any security breach to their IT Systems resulting in such use, access, misappropriation or modification; except, as has not, in the case of this clause (i), resulted in any other unauthorized access to or compromise of any Data. The material liability for the Company is and its subsidiaries; (ii) the Company 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 data, and to the protection of such IT Systems and Data data from unauthorized use, access, usemisappropriation or modification; (iii) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, misappropriationpolicies, disclosureprocedures and safeguards to maintain and protect their material confidential information and the integrity, modificationcontinuous operation, encryption redundancy and security of all IT Systems and data (including all Customer Personal Data and other personal, personally identifiable, sensitive, confidential or destruction. Any certificate signed by any officer or director regulated data) used in connection with their businesses, including backup and disaster recovery technology consistent in all material respects with industry standards and practices, and (iv) the Company and its subsidiaries’ 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 delivered its subsidiaries as currently conducted, free and clear, to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation Company’s knowledge, of all bugs, errors, defects, Trojan horses, time bombs, malware and warranty by the Company, as to matters covered thereby, to each Underwriterother corruptants.
Appears in 5 contracts
Sources: Underwriting Agreement (Waste Connections, Inc.), Underwriting Agreement (Waste Connections, Inc.), Underwriting Agreement (Waste Connections, Inc.)
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 its 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. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Appears in 4 contracts
Sources: Underwriting Agreement (Virgin Group Acquisition Corp. III), Underwriting Agreement (Virgin Group Acquisition Corp. III), Underwriting Agreement (Virgin Group Acquisition Corp. II)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”i)(x) 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 compromise of or relating to any of the Company’s or compromise ofany Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) 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 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 as would not, individually or destructionin the aggregate, have a Material Adverse Change; (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. Any certificate signed by any an officer or director of the Company and delivered to the Representative Sales Agent or to counsel for the Underwriters Sales Agent pursuant to or in connection with the Offering this Agreement shall be deemed to be a representation and warranty by the Company, Company to the Sales Agent as to the matters covered therebyset forth therein. The Company acknowledges that the Sales Agent and, for purposes of the opinions to each Underwriterbe delivered pursuant to Section 7 hereof, counsel to the Company and counsel to the Sales Agent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Appears in 3 contracts
Sources: Sales Agreement (Precipio, Inc.), Sales Agreement (Precipio, Inc.), Sales Agreement (HeartBeam, 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 adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted. To the knowledge of the Company, free and clear the IT Systems that are critical to the operation of all the Company’s business contain no material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures procedures, and safeguards designed to maintain and protect their (a) its material confidential information information; (b) the integrity and security of 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, IT Systems and to maintain the integrity, security, continuous operation and redundancy of those IT Systems that are necessary or critical to the IT Systemsoperation of the Company’s business; and (c) “Personal Data,” (defined below) and all sensitive confidential or regulated data (“Confidential Data”) used in connection with its businesses. There has been no “Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security breach ofnumber or tax identification number, driver’s license number, passport number, credit card number, bank information, or other unauthorized access to customer or compromise ofaccount number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR (as defined below); (iv) any information which would qualify as “protected health information” under the IT Systems Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (an collectively, “IncidentHIPAA”); and (v) any other piece of information that allows the identification of such natural person, except for those that have been remedied without material cost or liability permits the collection 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 analysis of any event data related to an identified person’s health or condition that sexual orientation. Except as would not reasonably be expected to result inin a Material Adverse Change, an Incident there have been no breaches, outages or any other unauthorized uses of or accesses to the Company’s IT Systems and no unauthorized uses or access to Personal Data or compromise of Confidential Data, nor any Dataincidents under internal review or investigations relating to the same. The Company is and its subsidiaries are presently in compliance, in all material respects, compliance with all applicable laws or statutes and all judgmentsjudgments and orders binding on the Company, orders, applicable binding rules and regulations of any court or arbitrator or governmental or regulatory authority, and internal policies and contractual obligations obligations, each relating to the privacy and security of the IT Systems Systems, Confidential Data and Personal Data and to the protection of such IT Systems Systems, Confidential Data and Personal Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption or destruction. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Appears in 3 contracts
Sources: Sales Agreement (Werewolf Therapeutics, Inc.), Sales Agreement (Werewolf Therapeutics, Inc.), Underwriting Agreement (Werewolf Therapeutics, 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 adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, and, to the knowledge of the Company, 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 physical, technical and administrative controls, policies, procedures procedures, and safeguards to maintain and 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, securitycontinuous operation, continuous operation redundancy and redundancy security of all IT Systems and data, including Personal Data (as defined herein), used in connection with their businesses. “Personal Data” means: (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the IT SystemsFederal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR (as defined below); (iv) any information which would qualify as “protected health information” under HIPAA; and (v) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. There has Except as disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, 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 destruction. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Appears in 3 contracts
Sources: Underwriting Agreement (Hartford Creative Group, Inc.), Underwriting Agreement (Picard Medical, Inc.), Underwriting Agreement (Picard Medical, Inc.)
Cybersecurity. The Except as would not, singly or in the aggregate, have or reasonably be expected to 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 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”); (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 no nor 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 of 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 Data, including the collection, use, transfer, processing, disposal, disclosure, handling, storage and analysis of personally identifiable information, protected health information, consumer information and other confidential information of the Company, its subsidiaries and any third parties in their possession (“Sensitive Company Data”), and to the protection of such IT Systems and Data from unauthorized use, access, usemisappropriation or modification. The Company and its subsidiaries have taken all reasonable steps necessary to maintain the confidentiality of the Sensitive Company Data. The Company and its subsidiaries have not received any written notice, misappropriationclaim, disclosurecomplaint, modificationdemand or letter from any person in respect of their businesses under applicable data security and data protection laws and regulations and industry standards regarding misuse, encryption loss, unauthorized destruction or destructionunauthorized disclosure of any Sensitive Company Data. Any certificate signed There has been no unauthorized or illegal use of or access to any Sensitive Company Data by any officer or director of the third party. The Company and delivered its subsidiaries have not been required to the Representative notify any individual or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Companydata protection authority of any information security breach, as to matters covered thereby, to each Underwritercompromise or incident involving Sensitive Company Data.
Appears in 2 contracts
Sources: Sales Agreement (Lyra Therapeutics, Inc.), Sales Agreement (Lyra Therapeutics, Inc.)
Cybersecurity. The Company’s Company and its subsidiaries’ computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”) are are, to the Company’s knowledge, 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 and its subsidiaries have implemented and maintained maintained, consistent with customary industry practices and legal and contractual obligations, 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 To the Company’s knowledge, 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 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 or any other unauthorized access to or compromise of any Data. The Company is and its subsidiaries are presently in compliance, in all material respects, with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of 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. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Appears in 2 contracts
Sources: Underwriting Agreement (SOC Telemed, Inc.), Underwriting Agreement (SOC Telemed, Inc.)
Cybersecurity. The (i) Other than as disclosed in the Prospectus, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s computer and information technology equipment and computer systems, networks, hardware, software, websitesdata and databases (including the data and information of its customers, systems employees, suppliers, vendors and networks any third party data maintained, processed or stored by the Company, and any such data processed or stored by third parties on behalf of the Company), 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 (A) have been remedied without material cost or liability or the duty to notify any persons other person and (B) would not, individually or entitiesin the aggregate, and there have been no suspected Incidents that are currently under internal review or investigations. The result in a Material Adverse Effect; (ii) 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 its IT Systems and Data; and (iii) the Company has implemented commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of its IT Systems and Data consistent with industry standards and practices, or compromise of any Dataas required by applicable regulatory standards. The Company is presently in compliance, in all material respects, compliance with all internal and external privacy policies, contractual obligations, 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 obligations, in each case 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. There is no pending or, misappropriationto the knowledge of the Company, disclosurethreatened action, modificationsuit or proceeding by or before any court, encryption arbitrator or destructiongovernmental or regulatory authority alleging non-compliance with the foregoing. Any certificate signed by any officer or director of the Company and delivered to the Representative Agent or counsel for the Underwriters Agent in connection with the Offering offering of the Shares pursuant to this Agreement shall be deemed a representation and warranty by the Company, Company to the Agent as to the matters covered therebythereby on the date of such certificate. The Company acknowledges that the Agent and, for purposes of the opinions to each Underwriterbe delivered pursuant to Section 4(o) hereof, counsel to the Company and counsel to the Agent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Appears in 2 contracts
Sources: Open Market Sale Agreement (BioXcel Therapeutics, Inc.), Open Market Sale Agreement (BioXcel Therapeutics, Inc.)
Cybersecurity. The Company’s computer Except as disclosed in the Time of Sale Information and the Offering Memorandum, to the knowledge of the Issuers, the Guarantors and their respective 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 Issuers to be adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company Issuers and their respective subsidiaries as currently conducted, and, to the Issuers’ or any of the Guarantors’ knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has implemented Except as disclosed in the Time of Sale Information and maintained the Offering Memorandum, to the knowledge of the Issuers, the Guarantors and their respective subsidiaries have used reasonable efforts to establish, implement and maintain 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 material 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 except as disclosed in the Time of Sale Information and the Offering Memorandum, to maintain the integrity, security, continuous operation and redundancy knowledge of the IT Systems. There has been no security breach ofIssuers or any of the Guarantors, 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 breaches, violations, outages or investigations. The Company has not been notified ofunauthorized uses of or accesses to same, and has no knowledge of any event except as would not, singly or condition that would in the aggregate, reasonably be expected to result inhave a material adverse effect on the Company and its subsidiaries, an Incident or any other unauthorized access taken as a whole. Except as disclosed in the Time of Sale Information and the Offering Memorandum, to or compromise the knowledge of any Data. The Company is the Issuers, the Guarantors and 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, 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. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Appears in 2 contracts
Sources: Purchase Agreement (Restaurant Brands International Inc.), Purchase Agreement (Restaurant Brands International Inc.)
Cybersecurity. The Company’s computer and Except where failure to be so in compliance 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 any of 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, 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 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 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. Any certificate signed by any officer or director representative of the Company or any of its subsidiaries and delivered to the Representative Agent or counsel for the Underwriters Agent in connection with the Offering an issuance of Shares shall be deemed a representation and warranty by the Company, Company to the Agent as to the matters covered therebythereby on the date of such certificate. The Company acknowledges that the Agent and, for purposes of the opinions to each Underwriterbe delivered pursuant to Section 4(o) hereof, counsel to the Company and counsel to the Agent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Appears in 2 contracts
Sources: Open Market Sale Agreement (Senseonics, Inc), Open Market Sale Agreement (Senseonics Holdings, Inc.)
Cybersecurity. (i) 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 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 viruses, worms, bugs, errors, defects, Trojan horses, time bombs, malware malware, spyware and other corruptants. The ; (ii) the Company has and its Subsidiaries have implemented and maintained maintain commercially reasonable controls, policies, procedures procedures, and safeguards consistent with industry standards to maintain and protect (a) the integrity, continuous operation, redundancy and security of all IT Systems; and (b) their material confidential information and other data (including all other 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 stored 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, maintained on the IT Systems or on their behalf by third-party vendors; (an “Incident”)iii) to the Company’s knowledge, 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 material breaches, violations, outages or unauthorized uses or disclosures of or accesses to such Personal Data or IT Systems; (iv) to the Company’s knowledge and in the past three (3) years, there have been no investigations relating to Personal Data or IT Systems; (v) the Company and its Subsidiaries have complied and 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 and statutes and all applicable judgments, orders, rules and regulations of any applicable court or arbitrator or governmental or regulatory authority, internal published 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, disclosure, misappropriation or modification, and, in the past three (3) years, neither the Company nor any of its Subsidiaries has received a written complaint from any governmental body, agency, authority or entity or any other third party regarding its collection, storage, use, misappropriation, disclosure, modification, encryption transfer or destruction. Any certificate signed by any officer other processing of Personal Data that is pending or director of unresolved; and (vi) the Company and delivered its Subsidiaries have reasonable security measures in place designed to protect any Personal Data under their possession or control from any use or access that would violate applicable law, their applicable privacy policies or any contractual obligations applicable to the Representative Company or counsel for the Underwriters any of its Subsidiaries, except, in connection with the Offering shall be deemed a representation and warranty by the Companyeach case of clauses (i) – (vi), as would not reasonably be expected to matters covered thereby, to each Underwriterhave a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Douglas Elliman Inc.), Securities Purchase Agreement
Cybersecurity. The Company’s computer Company and its subsidiaries have implemented and maintained industry standard controls, policies, procedures, and safeguards to maintain and protect their confidential information and Personal Data (as defined below) and the integrity, continuous operation, redundancy and security of all IT Systems (as defined below) and data (including all Personal Data) used in connection with their businesses and have required Data Partners (as defined below), to have implemented the same, and except as described in the Registration Statement, the General Disclosure Package and the Prospectus, (i) the information technology equipment assets and equipment, computers, systems networks, hardware, software, websites, systems applications, and networks databases used in connection with their businesses (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 are 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; (ii) there have been no breaches, policiesviolations, procedures and safeguards to protect their material confidential information and all other personal, personally-identifiable, sensitive outages or regulated data accidental or information in their possession or under their control (collectively “Data”) from unauthorized access, use, misappropriation, disclosure, modification, encryption or unlawful destruction, and to maintain the integrityloss, securityalteration or unauthorized uses of or accesses to, continuous operation and redundancy or disclosures of or other compromises of the IT Systems. There has been no security breach of, or other unauthorized access to or compromise ofconfidential information and/or Personal Data (each, the IT Systems (an a “Security Incident”), except for those that have been remedied remediated without material cost or liability or the duty to notify any persons other person or entitiesfor any such breaches, violations, outages or unauthorized uses or accesses to the same; (iii) the Company and there its subsidiaries are presently and have been no suspected Incidents that are currently under internal review since January 1, 2021 and, to the Company’s knowledge, all affiliates, vendors, processors, or investigations. The other third parties processing or otherwise accessing, or sharing material Personal Data by, for, with or on behalf of the Company has not been notified ofand its subsidiaries (“Data Partners”) are, 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, 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, binding industry guidelines and standards, 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 access, use, misappropriationaccess, disclosure, misappropriation or modification, encryption including, without limitation, the Federal Trade Commission Act (“FTC Act”), the California Consumer Protection Act, and all other applicable laws and regulations with respect to Personal Data, wiretapping, the interception of electronic communications, the tracking or destructionmonitoring of online activity, and email, text message, or telephone communications (“Privacy Laws”); and (iv) the Company and its subsidiaries have not received notice of or been required to notify any Person or Governmental Entity of any actual or potential Security Incident and/or violation of any Privacy Laws and there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or, to the Company’s knowledge, threatened in writing against the Company or its subsidiaries alleging non-compliance with Privacy Laws and/or in relation to any Security Incident; except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. “Personal Data” shall mean all data relating to an identified or identifiable, is capable of being associated with, or could be linked, directly or indirectly, or used to contact or locate a natural person, and/or is “personally identifiable information,” “personal information,” “personal data” or similar term under all applicable laws and regulations. Any certificate signed by any officer or director other authorized signatory of the Company and delivered to the Representative Agents or to counsel for the Underwriters in connection with the Offering Agents shall be deemed a representation and warranty by the Company, Company to the Agents as to the matters covered thereby, to each Underwriter.
Appears in 2 contracts
Sources: Atm Equity Offering Sales Agreement (Rocket Lab USA, Inc.), Atm Equity Offering Sales Agreement (Rocket Lab Corp)
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 any of 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 any or its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company or any 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 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 no none of them have any 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; (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 except in each case with respect to Clauses (A) through (D) hereof, as would not singly or destructionin the aggregate reasonably be expected to result in a Material Adverse Effect. Any certificate signed Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications and databases owned or controlled by any officer or director the Company and its Subsidiaries are adequate for the operation of the business of the Company or its Subsidiaries as currently conducted, free and delivered clear, to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by knowledge of the Company, as to matters covered therebyof all material bugs, to each Underwritererrors, defects, Trojan horses, time bombs, malware and other corruptants.
Appears in 2 contracts
Sources: Underwriting Agreement (Guardian Pharmacy Services, Inc.), Underwriting Agreement (Guardian Pharmacy Services, Inc.)
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 compromise of or relating to any of the information technology and computer systems, networks, hardware, software, data (including the data of its customers, employees, suppliers, vendors and any third party data maintained by or compromise ofon behalf of the Company or any of its subsidiaries), equipment or technology owned, held or used by or for the Company or any of its subsidiaries (collectively, the “IT Systems (an “Incidentand Data”), 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 investigations. The investigations relating to the same and (i) 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 the 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 (x) the collection, use, transfer, storage, protection, disposal and/or disclosure of personally identifiable information collected from or provided by third parties, (y) the privacy and security of the IT Systems and Data and to (z) the protection of such the 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 taken commercially reasonable steps to protect the IT Systems and Data, including by implementing backup, security and disaster recovery plans, procedures and technology consistent with industry standards and practices. Any certificate signed by any officer or director of the Company and delivered to the Representative any Underwriter or to counsel for the Underwriters in connection with the Offering offering, or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company, Company (and not by such officer in his or her personal capacity) to each Underwriter as to the matters covered thereby. The Company has a reasonable basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes of the opinions to each Underwriterbe delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Appears in 2 contracts
Sources: Underwriting Agreement (Xeris Pharmaceuticals Inc), Underwriting Agreement (Xeris Pharmaceuticals Inc)
Cybersecurity. The Company’s computer , the Guarantor and their respective subsidiaries’ information technology equipment assets and equipment, computers, hardware, software, websites, systems systems, networks, 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 Company, the Guarantor and their respective subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has Company, the Guarantor and their respective subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to protect their material confidential information and the privacy, confidentiality, integrity, continuous operation, redundancy and security of all other IT Systems and data (including all personal, personally-identifiable, sensitive sensitive, confidential or regulated data or information in their possession or under their control (collectively “Data”)) from unauthorized any adverse impact to the availability, confidentiality or integrity of the Data and IT Systems, including any unauthorized, unlawful or accidental access, use, misappropriation, disclosure, modification, encryption or destruction, and to maintain the integrity, security, continuous operation and redundancy destruction of the Data and IT SystemsSystems (each an “Incident”). 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 Company, the Guarantor and their respective subsidiaries have not been notified of, of and has have 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 Company, the Guarantor and their respective subsidiaries are presently in compliance, in all material respects, with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, 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. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each UnderwriterData.
Appears in 2 contracts
Sources: Purchase Agreement (UWM Holdings Corp), Purchase Agreement (UWM Holdings Corp)
Cybersecurity. The Company’s computer and information technology equipment assets and equipment, computers, systems, networks, hardware, software, websites, systems applications, and networks databases of the Company and its Subsidiaries and Affiliated Entities (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 and Affiliated Entities 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 adequate controls, policies, procedures procedures, and safeguards to maintain and protect their material its and its users’ confidential information and the integrity, continuous operation, redundancy and security of all other IT Systems, 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 its business, 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 liability. As of the date hereof, (i) neither the Company nor any of its Subsidiaries or Affiliated Entities is currently subject to any ongoing cybersecurity review by the duty to notify CAC or any persons or entities, and there have been no suspected Incidents that are currently under internal review or investigations. The other regulatory authority of the PRC; (ii) the Company has is not been notified of, and has no knowledge aware of any event pending or condition threatened cybersecurity review by the CAC on the Company or any of its Subsidiaries or Affiliated Entities; (iii) neither the Company nor any of its Subsidiaries or Affiliated Entities has received any enquiry, notice, warning or sanctions with respect to the Cybersecurity Law of the PRC or any other applicable rules or regulations from the CAC or any other regulatory authority of the PRC, except for those in the ordinary course of business that would not reasonably be expected to result in, an Incident have a Material Adverse Effect; and (iv) neither the Company nor any of its Subsidiaries or Affiliated Entities has received any other unauthorized access objection to this Offering or compromise of any Datathe transactions contemplated under this Agreement. The Company is and its Subsidiaries and Affiliated Entities are presently in compliance, in all material respects, compliance with all applicable laws or statutes and all laws, judgments, orders, rules and regulations of any governmental body, agency or court or arbitrator or governmental or regulatory authority(including the Cyber Security Law, Data Security Law and Personal Information Protection Law of the PRC, and the related regulations and rules). To the Company’s best knowledge, there is no breach of its 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 or any unauthorized use, access, use, misappropriation, disclosure, modification, encryption misappropriation or destruction. Any certificate signed modification of Personal Data by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed person which would have a representation and warranty by the Company, as to matters covered thereby, to each UnderwriterMaterial Adverse Impact.
Appears in 2 contracts
Sources: Underwriting Agreement (Bilibili Inc.), Equity Underwriting and Notes Exchange Agreement (Bilibili Inc.)
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 or compromise ofany of the Company’s, the Guarantors’ and their respective 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, the Guarantors and their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company, the Guarantors and their respective subsidiaries), equipment or technology (collectively, “IT Systems (an “Incidentand Data”); (B) neither the Company, except for those that the Guarantors nor 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 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, the Guarantors 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, in each case except as would not reasonably be expected to result inhave, an Incident singly or any other unauthorized access to or compromise of any Datain the aggregate, a Material Adverse Effect. The Company is Company, the Guarantors and 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, 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. Any certificate signed by any an officer or director of the Company or any Guarantor and delivered to the Representative or to counsel for the Underwriters in connection with the Offering Initial Purchasers shall be deemed a representation and warranty by the Company, Company and the Guarantors to each Initial Purchaser as to the matters covered thereby, to each Underwriter.
Appears in 2 contracts
Sources: Purchase Agreement (Dream Finders Homes, Inc.), Purchase Agreement (Dream Finders Homes, 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 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 Company has and its subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures procedures, and safeguards designed to maintain and 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, securitycontinuous operation, continuous operation redundancy and redundancy security of all IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data” means any information which would qualify as “personally identifiable information,” “personal data,” “protected health information,” “personal information” or any similar term under any applicable law, including the IT SystemsFederal Trade Commission Act, the GDPR, the California Consumer Privacy Act, and the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”). There has To the Company’s knowledge, there have been no security breach ofbreaches, violations, outages or unauthorized uses of or accesses to its IT Systems or any Personal Data processed thereby, or other unauthorized access to otherwise controlled by the Company or compromise of, the IT Systems (an “Incident”)its subsidiaries, 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 presently 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 written policies and binding 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. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Appears in 2 contracts
Sources: Underwriting Agreement (Allurion Technologies, Inc.), Underwriting Agreement (Allurion Technologies, 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 or compromise ofany of the Company’s, the Guarantors’ and their respective 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, the Guarantors and their respective Subsidiaries, and any such data processed or stored by third parties on behalf of the Company, the Guarantors and their respective Subsidiaries), equipment or technology (collectively, “IT Systems (an “Incidentand Data”); (B) neither the Company, except for those that the Guarantors, nor 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 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, the Guarantors 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, in each case except as would not reasonably be expected to result inhave, an Incident individually or any other unauthorized access to or compromise of any Datain the aggregate, a Material Adverse Effect. The Company is Company, the Guarantors 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 reasonably be expected to have, individually or destructionin the aggregate, a Material Adverse Effect. Any certificate signed by any an officer or director of the Company or any Guarantor and delivered to the Representative Initial Purchasers or to counsel for the Underwriters in connection with the Offering Initial Purchasers shall be deemed to be a representation and warranty by the Company, Company or such Guarantor to each Initial Purchaser as to the matters covered thereby, to each Underwriterset forth therein.
Appears in 2 contracts
Sources: Purchase Agreement (Matador Resources Co), Purchase Agreement (Matador Resources Co)
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, to the Company’s knowledge, 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 have been remedied without material cost or liability or materially impacted the duty to notify any persons or entitiesCompany; (B) except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and there have been no suspected Incidents that are currently under internal review or investigations. The the Prospectus, neither the Company nor its Subsidiaries 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 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. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Appears in 1 contract
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 adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. 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 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, securitycontinuous operation, continuous operation redundancy and redundancy security of all IT Systems and data, including “Personal Data,” and all confidential and proprietary information used in connection with their businesses. “Personal Data” means all information that is defined as “personal data,” “personally identifiable information” or “personal information” under applicable Privacy Laws (as defined below) or that otherwise relates to an identified or identifiable natural person. There have been no breaches, violations, outages or unauthorized uses and/or access to Personal Data and/or 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 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 material compliance with and have at all times complied with and are presently in compliance, in all material respects, with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of 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. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Appears in 1 contract
Sources: Open Market Sale Agreement (SkyWater Technology, Inc)
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 or compromise ofany of the Company’s, the Guarantors’ and their respective 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, the Guarantors and their respective Subsidiaries, and any such data processed or stored by third parties on behalf of the Company, the Guarantors and their respective Subsidiaries), equipment or technology (collectively, “IT Systems (an “Incidentand Data”); (B) neither the Company, except for those that the Guarantors, nor 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 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, the Guarantors 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, in each case except as would not reasonably be expected to result inhave, an Incident individually or any other unauthorized access to or compromise of any Datain the aggregate, a Material Adverse Effect. The Company is Company, the Guarantors 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 reasonably be expected to have, individually or destructionin the aggregate, a Material Adverse Effect. Any certificate signed by any an officer or director of the Company or any Guarantor and delivered to the Representative Initial Purchasers or to counsel for the Underwriters in connection with the Offering Initial Purchasers shall be deemed to be a representation and warranty by the Company, Company or such Guarantor to each Initial Purchaser as to the matters covered thereby, to each Underwriterset forth therein.
Appears in 1 contract
Cybersecurity. The To the knowledge of the Company and the Operating Partnership, 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 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 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 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 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. Any certificate signed by any officer or director of the Company or the Operating Partnership and delivered to any Agent, any Forward Purchaser or their counsel after the Representative date of this Agreement or counsel for the Underwriters in connection with the Offering offering or sale of the Shares shall be deemed a joint and several representation and warranty by the CompanyCompany and the Operating Partnership to the Agents and the Forward Purchasers, as to the matters covered thereby; provided that any such certificate delivered pursuant to any Terms Agreement in connection with the offering or sale of Shares pursuant to such Terms Agreement, shall be deemed a joint and several representation and warranty by the Company and the Operating Partnership to each Underwriteronly the Agent or Agents, as the case may be, party to such Terms Agreement.
Appears in 1 contract
Cybersecurity. The Company’s computer and information technology equipment hardwareExcept as would not, softwaresingly or in the aggregate, websites, systems and networks result in a Material
(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 or compromise ofthe Company’s, the Operating Partnership’s or their respective 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, the Operating Partnership and their respective subsidiaries, and, to the knowledge of the Company and the Operating Partnership, any such data processed or stored by third parties on behalf of the Company, the Operating Partnership and their respective subsidiaries), equipment or technology (collectively, “IT Systems (an “Incidentand Data”); (B) neither the Company, except for those that the Operating Partnership nor 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 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, the Operating Partnership and their respective subsidiaries have implemented 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 Company, the Operating Partnership 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 or destruction. Any certificate signed by any officer or director other authorized signatory of the Company or the Operating Partnership or any of their respective subsidiaries and delivered to the Representative Agents, the Forward Purchasers or to counsel for the Underwriters in connection with Agents and the Offering Forward Purchasers shall be deemed a representation and warranty by the CompanyCompany or the Operating Partnership or such subsidiary, as applicable, to the Agents and the Forward Purchasers as to the matters covered thereby, to each Underwriter.
Appears in 1 contract
Sources: Atm Equity Offering Sales Agreement (Sila Realty Trust, Inc.)
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 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 than those that have been remedied were resolved without material cost or liability or the duty to notify any persons or entities, and there person: (B) 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 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 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 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. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Appears in 1 contract
Sources: Underwriting Agreement (Adobe Inc.)
Cybersecurity. The Company’s computer Except in as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries’ information technology equipment assets and equipment, computers, systems, networks, hardware, software, websitesapplications, systems 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 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 malicious code, and (ii) during the past three (3) years, 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 all other personalthe integrity, personally-identifiablecontinuous operation, sensitive redundancy and security of IT Systems and Personal Data and confidential or regulated data or information in their possession or under their control (collectively “Confidential Data”) from unauthorized accessused in connection with their businesses. “Personal Data” has the same meaning as the term “personal data,” “personal information,” or the equivalent under applicable Privacy Laws (defined below). During the past three (3) years, 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 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, with compliance with: (a) all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental Governmental Authority (together, “Privacy Laws”), (b) the Company’s published or regulatory authorityposted Policies (defined below), internal policies and (c) contractual obligations obligations, relating to the privacy and security of the IT Systems and Personal Data and to the protection of such IT Systems and Confidential Data from unauthorized accesscollection, use, misappropriationaccess, transfer, storage, disclosure, modificationor other processing (together, encryption “Process” or destruction“Processing”) (collectively, the “Data Protection Requirements”).To ensure compliance with the Privacy Laws, the Company has in place, complies with, and takes commercially reasonable steps to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the Processing of Personal Data (the “Policies”). Any certificate signed by any officer Except as would not, individually or director of in the aggregate, reasonably be expected to have a Material Adverse Effect, during the past three (3) years, (i) the Company and delivered its Subsidiaries have made disclosures to individuals to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation extent required by applicable Privacy Laws, and warranty by to the Company’s knowledge, as none of such disclosures made or contained in any Policy has been inaccurate or in violation of any applicable Privacy Laws, and (ii) neither the Company nor any Subsidiary: (a) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws; (b) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to matters covered therebyany Privacy Law; or (c) is a party to any order, to each Underwriter.decree, or agreement that imposes any obligation or liability by any Governmental Authority under any Privacy Law
Appears in 1 contract
Cybersecurity. The (A) (x) to the Company’s computer and knowledge, there has been no material security breach or other material compromise of or relating to any of the Company’s 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), 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 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 material compromise to or compromise their IT Systems and Data; (B) the Company and each 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 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 this clause (B), as would not, singly or destructionin the aggregate, result in a Material Adverse Change; and (C) the Company and each of its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices. Any certificate signed by any an officer or director of the Company and delivered to the Representative Cowen or to counsel for the Underwriters Cowen pursuant to or in connection with the Offering this Agreement or any Terms Agreement shall be deemed to be a representation and warranty by the Company, Company to Cowen as to the matters covered therebyset forth therein. The Company acknowledges that Cowen and, for purposes of the opinions to each Underwriterbe delivered pursuant to Section 7 hereof, counsel to the Company and counsel to Cowen, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Appears in 1 contract
Cybersecurity. The Except as would not reasonably be expected to result in a Material Adverse Effect, 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, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has and the Subsidiaries own or have a valid right to access and use all 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 Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and the Subsidiaries (“Data”)), equipment or technology, websites and functions used in connection with the business of the Company and the Subsidiaries as currently conducted (collectively, “IT Systems and Data”). The Company and its Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all other personal, personally-identifiable, sensitive or regulated data or information IT Systems and Data used in connection with their possession or under their control (collectively “Data”) from unauthorized access, use, misappropriation, disclosure, modification, encryption or destructionbusinesses, and to maintain the integrity, security, continuous operation and redundancy of the IT Systems. There has Company’s Knowledge 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 security 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 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 Data, the protection of such IT Systems and Data from unauthorized use, access, use, misappropriation, disclosure, misappropriation or modification, encryption security breach disclosure and notification and to the transfer of any Data (collectively, “Privacy Obligations”). No Action (whether or destruction. Any certificate signed by any officer a criminal, civil or director of administrative nature) has been filed, commenced or, to the Company’s Knowledge, threatened against the Company and delivered or its Subsidiaries, nor has the Company or its Subsidiaries incurred any material liabilities in relation to the Representative any failure to comply with any Privacy Obligations or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriterany security incident.
Appears in 1 contract
Sources: Securities Purchase Agreement (Polestar Automotive Holding UK PLC)
Cybersecurity. The Except as would not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (i) 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 knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The ; and (ii) the Company has and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures procedures, and safeguards safeguards, consistent with applicable law, that are intended to maintain and 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, trade secrets and to maintain the integrity, securitycontinuous operation, continuous operation redundancy and redundancy security of their IT Systems and data (including personal or personally identifiable data (such data, “Personal Data”)) used or held for use in connection with their businesses; and (iii) to the knowledge of the IT Systems. There has Company, there have been no security breach ofbreaches, violations, outages or unauthorized uses of or accesses to (or other unauthorized access to or compromise ofsecurity incident, the including any ransomware attack, compromising) such IT Systems (an “Incident”)or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any persons or entitiesother Person under applicable Privacy Laws, and there have been no suspected Incidents that are currently nor any incidents under internal review or investigationsinvestigations by any governmental authority relating to the same. The Company has not been notified ofExcept as would not, and has no knowledge of any event individually or condition that would 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 (and, for the past three years, have been) 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 to which the Company is bound 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. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.;
Appears in 1 contract
Sources: Open Market Sale Agreement (Innoviz Technologies Ltd.)
Cybersecurity. The Except as disclosed in the Registration Statement and the Prospectus, (a) there has been no material security breach or other material compromise of any of the Company’s computer and information technology equipment and computer systems, networks, hardware, software, websitessensitive data (including the sensitive or proprietary data of its customers, systems employees, suppliers, and networks vendors maintained by or on behalf of the Company), 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 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 in writing 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 other material compromise to its IT Systems and Data. To the Company’s knowledge, neither the Company, nor any other unauthorized access to of their respective officers, directors and employees, nor any of their respective agents, contractors or compromise licensees (if any), nor any of their respective business operations, is in violation of any Dataapplicable privacy or cybersecurity laws. The Company has complied and 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 (a) the privacy and security of the IT Systems and Data and (b) the implementation of commercially reasonable measures to the protection of protect such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause, individually or in the aggregate, result in a Material Adverse Change. The Company has implemented backup and disaster recovery technology consistent with industry standards and practices. The Company has also operated its business in a manner compliant with all other privacy, data security and data protection laws, regulations, and industry standards applicable to the Company’s collection, use, misappropriationtransfer, protection, disposal, disclosure, modificationhandling, encryption storage and analysis of its personal data. The Company has implemented an information security program that (a) identifies internal and external risks to the security of the IT Systems and Data, including any personally identifiable information; (b) implements, monitors and improves adequate and effective administrative, electronic and physical safeguards to control those risks and safeguard the security, confidentiality, integrity and availability of IT Systems and Data; (c) protects against unauthorized access to Company systems and IT Systems and Data (including on the systems of third parties with access to such Company systems or destructionIT Systems and Data); (d) maintains notification procedures in the case of any breach of security compromising data containing personally identifiable information; and (e) prohibits any unauthorized access of any non-Company systems, except as would not, in the case of this clause, individually or in the aggregate, result in a Material Adverse Change. Any certificate signed by any an officer or director of the Company and delivered to the Representative Sales Agent or to counsel for the Underwriters Sales Agent pursuant to or in connection with the Offering this Agreement shall be deemed to be a representation and warranty by the Company, Company to the Sales Agent as to the matters covered therebyset forth therein. The Company acknowledges that the Sales Agent and, for purposes of the opinions to each Underwriterbe delivered pursuant to Section 7 hereof, counsels to the Company and counsel to the Sales Agent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Appears in 1 contract
Sources: Equity Distribution Agreement (Kazia Therapeutics LTD)
Cybersecurity. The Company’s computer Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries own or have a valid right to access and use all information technology equipment assets and equipment, computers, systems, networks, hardware, software, websites, systems applications, and networks databases (collectively, “IT Systems”). Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries’ 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 and its subsidiaries as currently conducted, (ii) have not malfunctioned or failed, and (iii) are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, back doors, drop dead devices, malware and other corruptants, including software or hardware components that are designed to interrupt use of, permit unauthorized access to or disable, damage or erase the IT Systems and data. The Company has and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures procedures, and safeguards consistent with applicable regulatory standards and customary industry practices (including, without limitation, implementing and monitoring compliance with adequate measures with respect to technical and physical security) to maintain and 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, securitycontinuous operation, continuous operation redundancy and redundancy security of the all IT Systems. There has Systems and data (including all personal, personally identifiable or other regulated data relating to a person (“Personal Data”)) used, gathered or accessed in connection with their businesses, and 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 Except as would not been notified of, and has no knowledge of any event or condition that would 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 have complied and 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 loss and against unauthorized use, access, use, misappropriation, disclosure, modification, encryption disclosure or destruction. Any certificate signed by any officer or director of other misuse; and the Company and delivered to the Representative or counsel for the Underwriters in connection its subsidiaries have implemented reasonable backup and disaster recovery technology consistent with the Offering shall be deemed a representation applicable regulatory standards and warranty by the Company, as to matters covered thereby, to each Underwritercustomary industry practices.
Appears in 1 contract
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 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. Any certificate signed by any an officer or director of the Company or the Manager and delivered to the Representative Agents or to counsel for the Underwriters Agents pursuant to or in connection with the Offering this Agreement or any Terms Agreement shall be deemed to be a representation and warranty by the CompanyCompany or the Manager, as to matters covered therebyapplicable, to each Underwriterthe Agents as to the matters set forth therein as of the date or dates indicated therein.
Appears in 1 contract
Sources: At the Market Sales Agreement (Claros Mortgage Trust, Inc.)
Cybersecurity. The Company’s computer , the Guarantors and their respective 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 with, the operation of the business of the Company Company, the Guarantors and their respective subsidiaries as currently conducted. To the knowledge of the Company and the Guarantors, their IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has Company, the Guarantors and their respective subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to maintain that are designed 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 their businesses. To the integrity, security, continuous operation and redundancy knowledge of the IT Systems. There has Company and the Guarantors, 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”)or Personal Data, 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 are no suspected Incidents that are currently incidents under internal review or investigationsinvestigations relating to the same. The Company has not been notified ofCompany, the Guarantors 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 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use or access, misappropriation or modification. The Company, the Guarantors and their respective subsidiaries are, and at all prior times were, in material compliance with all applicable data privacy and security laws, statutes, judgements, orders, rules and regulations of any court or arbitrator or any other governmental or regulatory authority and all applicable laws regarding the collection, use, misappropriationtransfer, disclosureexport, modificationstorage, encryption protection, disposal or destruction. Any certificate signed disclosure by any officer or director of the Company and delivered its subsidiaries of Personal Data collected from or provided by third parties (collectively, the “Privacy Laws”). The Company, the Guarantors and their respective subsidiaries have in place, comply with, and take appropriate steps reasonably designed to (i) ensure material compliance with its published privacy policies, all third-party obligations and industry standards regarding Personal Data; and (ii) reasonably protect the Representative security and confidentiality of all Personal Data (collectively, the “Privacy Policies”). None of such disclosures made or counsel for contained in the Underwriters Privacy Policies have been inaccurate, misleading, deceptive or in connection with violation of any Privacy Laws or Privacy Policies in any material respect. To the Offering shall be deemed a representation and warranty by knowledge of the Company, as the execution, delivery and performance of this Agreement or any other agreement referred to matters covered therebyin this Agreement will not result in a breach of violation of any Privacy Laws or Privacy Policies. Neither the Company nor the Guarantors or any of their respective subsidiaries: has received notice of any actual or potential liability under or relating to, to each Underwriteror actual or potential violation of, any of the Privacy Laws and is unaware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Privacy Laws or Privacy Policies that would have a Material Adverse Effect. To the Company’s knowledge, there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or threatened alleging non-compliance with Privacy Laws or Privacy Policies.
Appears in 1 contract
Cybersecurity. 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 reasonably adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, 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 physical, technical and administrative controls, policies, procedures procedures, and safeguards to maintain and protect their material all 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, securitycontinuous operation, continuous operation redundancy and redundancy security of all IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data” means (i) any information that relates to an identified or identifiable individual or device, including, but not limited to, name, address, telephone number, email address, username and password, photograph, government-issued identifier, online identifier, or any other data used or intended to be used to identify, contact or precisely locate an individual and (ii) any other information which is classified as “personal data,” “personal information,” “personally identifiable information” (or other similar term) under the Privacy Laws or Policies. There have been no material disruptions to or violations or outages of any of the IT Systems. There has been no security breach Systems nor any occurrence of any unlawful, accidental, or unauthorized destruction, loss, modification or disclosure, use of, or other unauthorized access to to, any IT Systems, confidential information, or compromise ofPersonal Data maintained by or on behalf 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 nor any persons or entities, and there have been no suspected Incidents that are currently incidents under internal review or investigationsinvestigations relating to any of the foregoing. The Company has Except as would not been notified of, and has no knowledge of any event or condition that would 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 Processing of Personal Data and to the protection of such IT Systems and Personal Data from unlawful, accidental, or unauthorized accessdestruction, loss, disclosure, use, misappropriationaccess, disclosure, misappropriation or modification, encryption or destruction. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Appears in 1 contract
Cybersecurity. The Company’s computer and the Subsidiary’s information technology equipment assets and equipment, computers, systems, networks, hardware, software, websites, systems applications, data (including the data of their respective customers, employees, suppliers, vendors and networks any third party data maintained by or on behalf of them), and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and the Subsidiary as currently conducted, and, to the Company’s knowledge, are free and clear of all from any material bugs, errors, defects, viruses, worms, 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 horses or regulated data similar flaws 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 Systemsharmful programs. There has been no security breach of, or attack or other compromise of or relating to any of the Company’s and the Subsidiary’s IT Systems, including any such activity that would result in any unauthorized access to use, access, misappropriation 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 investigationsmodification of Personal Data as defined below. The Company has not and the Subsidiary have 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 are presently in compliance, in all material respects, compliance with all applicable laws or statutes laws, statutes, and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal or external policies and contractual obligations relating to the privacy and security of the IT Systems and Data data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. Neither the Company nor the Subsidiary has been notified in writing, or have been required by applicable law or by any court or any other federal, state, local or foreign governmental or regulatory authority having jurisdiction over the Company, the Subsidiary or any of their properties or assets to notify in writing, any person of any Personal Data or security-related incident. Neither the Company nor the Subsidiary has received any written notice of any claims, investigations, or alleged violations of Law with respect to Personal Data. To the Company’s knowledge, no person has commenced any proceedings relating to the Company’s or the Subsidiary’s information privacy or data security practices. The Company and the Subsidiary have implemented, and required of their third party vendors, adequate policies and commercially reasonable security controls regarding the collection, use, misappropriation, disclosure, modificationretention, encryption confidentiality, integrity, and availability of personal and business sensitive information in their possession, custody, or destructioncontrol, or held or processed on their behalf, and regarding the integrity and availability of the information technology the Company and the Subsidiary own, operate, or outsource. Any certificate signed by any officer or director of the Company and delivered to the Representative BMOCM or to counsel for the Underwriters in connection with the Offering BMOCM shall be deemed a representation and warranty by the Company, as the case may be, to BMOCM as to the matters covered thereby, to each Underwriter.
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 or compromise ofthe Company’s, the Bank’s or their respective 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, the Bank and their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company, the Bank and their respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would result in a Material Adverse Effect;
(an “Incident”)B) neither the Company, except for those that nor the Bank, nor 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 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 that would result in a Material Adverse Effect; (C) the Company, the Bank 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 compromise as required by applicable regulatory standards; (D) the IT Systems and Data are adequate and operational for, in accordance with their documentation and functional specifications, the business of any Data. The Company is the Company, the Bank and their respective subsidiaries as now operated by them and as currently proposed to be operated; and (E) the Company, the Bank and 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, internal policies and contractual obligations relating to the privacy and security of the IT Systems and Data Data, including the collection, use, transfer, processing, disposal, disclosure, handling, storage and analysis of personally identifiable information, consumer information and other confidential information of the Company, the Bank, their respective subsidiaries and any third parties in their possession (“Sensitive Company Data”), and to the protection of such IT Systems and Data from unauthorized use, access, usemisappropriation or modification. The Company, misappropriationthe Bank and their respective subsidiaries have taken all reasonable steps necessary to maintain the confidentiality of the Sensitive Company Data. The Company, disclosurethe Bank and their respective subsidiaries have not received any written notice, modificationclaim, encryption complaint, demand or destructionletter from any person or Governmental Entity in respect of their businesses under applicable data security and data protection laws and regulations and industry standards regarding misuse, loss, unauthorized destruction or unauthorized disclosure of any Sensitive Company Data. Any certificate signed by any officer or director To the knowledge of the Company and delivered to the Representative Bank, the Company and the Bank are not the subject of any inquiry or counsel for investigation by any Governmental Entity or data protection authority regarding any of the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriterforegoing.
Appears in 1 contract
Sources: Underwriting Agreement (Washington Trust Bancorp 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, or other unauthorized access or disclosure of or relating to or compromise ofany of the Company’s, the Guarantors’ and their respective 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, the Guarantors and their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company, the Guarantors and their respective subsidiaries), equipment or technology (collectively, “IT Systems (an “Incidentand Data”), except for those that have been remedied without material cost or liability or liability; (B) neither the duty to notify any persons or entitiesCompany, and there the Guarantors, nor their respective 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 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) the Company, the Guarantors 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 compromise of any Dataas required by applicable regulatory standards. The Company is Company, the Guarantors and 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, 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. Any certificate signed by any an officer or director of the Company or any Guarantor and delivered to the Representative Initial Purchasers or to counsel for the Underwriters in connection with the Offering Initial Purchasers shall be deemed to be a representation and warranty by the Company, Company or such Guarantor to each Initial Purchaser as to the matters covered thereby, to each Underwriterset forth therein.
Appears in 1 contract
Sources: Purchase Agreement (Installed Building Products, Inc.)
Cybersecurity. The 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 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, except as could not reasonably be expected to, individually or compromise of any Data. The in the aggregate, 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, usemisappropriation or modification, misappropriationexcept as would not, individually or in 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. The Company and its Subsidiaries have not (x) experienced any material unauthorized access, security incident, or use of any of the Business Systems, or unauthorized acquisition, destruction, damage, disclosure, modificationloss, encryption corruption, alteration, or destruction. Any certificate signed use of any material Business Data stored on the Business Systems; or (y) been subject to, provided, or received written notice of any audits, proceedings or investigations by any officer governmental authority or director any person, or received any claims or complaints regarding the collection, dissemination, storage, processing, or use of personal information, or the violation of any applicable contractual commitments that the Company and delivered or its Subsidiaries have entered into or is otherwise bound with respect to privacy and/or data security and, to the Representative or counsel Company’s knowledge, there is no reasonable basis for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwritersame.
Appears in 1 contract
Sources: Securities Purchase Agreement (Pineapple Financial Inc.)
Cybersecurity. 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 with, the operation of the business of the Company and its subsidiaries as currently conducted, and free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, other than those not reasonably expected to have a Material Adverse Effect. The Company has and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all other personalIT Systems and data (including all personally identifiable information and sensitive, personally-identifiable, 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 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 investigationsused in connection with their businesses. The Company has not been notified ofand its subsidiaries are presently, 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 compliancethe past three (3) years have been, in all material respects, compliance with all applicable laws laws, or statutes statutes, and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authorityauthority (collectively, “Data Protection Laws”), 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, usemisappropriation or modification, misappropriationexcept as would not, individually or in the aggregate, have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) there has been no security breach or incident, unauthorized access or disclosure, modification, encryption or destruction. Any certificate signed by other compromise of or relating to any officer of the IT Systems or director of Personal Data and (B) the Company and delivered its subsidiaries have not been notified of, and the Company and its subsidiaries have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to the Representative or counsel for IT Systems and Personal Data. Neither the Underwriters in connection Company nor its subsidiaries have received any written notice pursuant to a Data Protection Law. The Company and its subsidiaries have implemented backup and disaster recovery technology consistent with the Offering shall be deemed a representation industry standards and warranty by the Company, as to matters covered thereby, to each Underwriterpractices.
Appears in 1 contract
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (collectively, “IT Systems”1) 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 (an “Incidentand Data”), except for those that (2) 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 and (3) 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 destruction. Any certificate signed by any officer or director of the Company or any of its subsidiaries and delivered to the Representative any Underwriter or to counsel for the Underwriters in connection with the Offering offering, or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company, Company to each Underwriter as to the matters covered thereby. The Company has a reasonable basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes of the opinions to each Underwriterbe delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Appears in 1 contract
Sources: Underwriting Agreement (Acadia Pharmaceuticals 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 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 clear, to the Company’s knowledge, 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 physical, technical and administrative controls, policies, procedures procedures, and safeguards to maintain and 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, securitycontinuous operation, continuous operation redundancy and redundancy security of all IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data” means (i) any information reasonably capable of being used to identify any natural person, household or device; (ii) any information which would qualify as “personally identifying information” under the IT SystemsFederal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; (iv) any information which would qualify as “protected health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”); and (v) any other information governed by applicable Privacy Laws (as defined below). There has To the Company’s knowledge, 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 as would not, individually or destructionin the aggregate, be reasonably expected to have a Material Adverse Effect. Any certificate signed by any officer or director (xlx) Privacy. The Company is, and at all times has been, in material compliance with all applicable data privacy and security laws and regulations, including the European Union General Data Protection Regulation) (EU 2016/679), for which material non-compliance with same would be reasonably likely to create a material liability (collectively, the “Privacy Laws”). To the knowledge of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as the execution, delivery and performance of this Agreement or any other agreement referred to matters covered therebyin this Agreement will not result in a breach or violation of any Privacy Laws. The Company (i) has not received written notice from any governmental authority of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to each Underwriterresult in any such notice, (ii) is not currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law, and (iii) is not a party to any order or decree that imposes any obligation or liability under any Privacy Law.
Appears in 1 contract
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 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 are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptantsmalicious code. The Company has and its Subsidiaries have implemented and maintained commercially reasonable controlsphysical, policiestechnical and administrative controls designed to maintain and protect the confidentiality, procedures integrity, availability, privacy and safeguards to protect their material security of all sensitive, confidential information and all other personal, personally-identifiable, sensitive or regulated data (“Confidential Data”) used or information maintained in connection with their businesses and Personal Data (defined below), and the integrity, availability continuous operation, redundancy and security of all IT Systems. “Personal Data” means the following data used in connection with the Company’s and its Subsidiaries’ businesses and in their possession or under their control control: (collectively “Data”i) from unauthorized accessa natural person’s name, usestreet address, misappropriationtelephone number, disclosuree-mail address, modificationphotograph, encryption or destruction, and to maintain the integrity, security, continuous operation and redundancy of the IT Systems. There has been no social security breach of, number or other unauthorized access tax identification number, driver’s license number, passport number, credit card number or bank information; (ii) information that identifies or may reasonably be used to or compromise ofidentify an individual; (iii) any information that would qualify as “protected health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the IT Systems Health Information Technology for Economic and Clinical Health Act (an collectively, “IncidentHIPAA”); and (iv) any information that would qualify as “personal data,” “personal information” (or similar term) under the Privacy Laws. To the Company’s knowledge, 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 breaches, outages or unauthorized uses of or accesses to the Company’s IT Systems, Confidential Data, or Personal Data that are currently would require notification under internal review or investigationsPrivacy Laws (as defined below). The Company has not been notified ofreceived any written notice, and has no knowledge of complaint, or claim from any event or condition that would reasonably be expected to result inPerson, an Incident or any other unauthorized access to or compromise of notice from any Data. The Company is presently in complianceRegulatory Agency, 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. Any certificate signed by any officer or director of alleging that the Company and delivered or any Subsidiary has violated or is not in compliance with any Privacy Laws (as defined below) or that the Company or any Subsidiary must undertake, or has failed to the Representative or counsel for the Underwriters in connection undertake, any action to comply with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriterany Privacy Laws.
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 or incident, 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 or incident, 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 Change and (B) the Company and its subsidiaries have implemented appropriate 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 Change. Any certificate signed by any officer (ll) Regulation T, U, or director X. Neither the issuance, sale and delivery of the Company and delivered to Shares nor the Representative or counsel for application of the Underwriters in connection with the Offering shall be deemed a representation and warranty proceeds thereof by the CompanyCompany as described in the Prospectus will violate Regulation T, U, or X of the Board of Governors of the Federal Reserve System, as the same in effect on the date hereof and each Settlement Date. (mm) Accurate Disclosure. The statements set forth in the Prospectus under the captions “Description of Capital Stock” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate summaries of such legal matters, agreements, documents or proceedings in all material respects and there are no contracts or documents that are required to matters covered thereby, be described in the Prospectus or to each Underwriter.be filed as exhibits to the
Appears in 1 contract
Sources: Equity Distribution Agreement (AMERICAN COASTAL INSURANCE Corp)
Cybersecurity. The Company’s computer and its Subsidiaries’ information technology equipment assets, equipment, technology, computer systems, networks, hardware, software, websites, systems applications and networks databases (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 businesses of the Company as currently conductedand its Subsidiaries, (B) have not materially malfunctioned or failed and (C) are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, back doors, drop dead devices, malware and other corruptants, including software or hardware components that are designed to interrupt use of, permit unauthorized access to or disable, damage or erase the IT Systems. The Company has and its Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy, confidentiality and security of their material confidential IT Systems and data and information (including all personal, personally identifiable, sensitive, confidential, household or regulated data and information and all other personaldata and information of their respective customers, personallyemployees, suppliers, vendors and any third-identifiableparty data collected, sensitive used, stored, maintained or regulated data otherwise processed by or information in their possession or under their control on behalf of the Company and its Subsidiaries) (collectively collectively, “IT Systems and 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 there has been no security breach ofor incident, authorized access or disclosure, violation, outage, destruction, loss, misappropriation, modification, misuse or other unauthorized access compromise of or relating to or compromise ofthe same (each, the IT Systems (an a “IncidentBreach”), except for those that have been remedied without material cost or liability or the duty to notify any persons or entities, and there other person. 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 any event or condition that would reasonably be expected to result in, an Incident any Breach, or any other unauthorized access incidents under internal review or investigation relating to or compromise of any Datathe same. The Company is and its Subsidiaries have complied and are presently in compliance, in all material respects, compliance with all applicable laws or laws, statutes and industry standards and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal and external policies and all other legal or contractual obligations obligations, in each case, relating to the collection, use, transfer, import, export, storage, protection, disposal, disclosure, processing, privacy and security of the IT Systems and Data (collectively, the “Data Security Obligations”) and to the protection of such IT Systems and Data from unauthorized access, use, misappropriation, disclosure, modification, encryption or destructiona Breach. Any certificate signed by any officer or director of Neither the Company nor any of its Subsidiaries, has received any notification of or complaint regarding, or is aware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Security Obligation, and delivered there is no action, suit, proceeding or claim by or before any court or governmental or regulatory agency, authority or body pending or, to the Representative or counsel for the Underwriters in connection Company’s knowledge, threatened alleging non-compliance with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriterany Data Security Obligation.
Appears in 1 contract
Sources: Underwriting Agreement (Brookdale Senior Living Inc.)
Cybersecurity. The Company’s computer Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries’ information technology equipment assets and equipment, computers, systems, networks, hardware, software, websites, systems applications, and networks databases (collectively, the “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 Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has implemented and maintained its subsidiaries have taken commercially reasonable controls, policies, procedures measures to maintain and safeguards to protect their material confidential information and the integrity, continuous operation, redundancy and security of the IT Systems and data (including all other 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 as currently conducted, and to maintain the integrityCompany’s knowledge, 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 To the Company’s knowledge, 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 any noncompliance that would not, individually or destruction. Any certificate signed by any officer or director of in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriterits subsidiaries.
Appears in 1 contract
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 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 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 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, securitycontinuous operation, continuous operation redundancy and redundancy security of all IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data” means (i) any information which would qualify as “personally identifying information” under the IT SystemsFederal Trade Commission Act, as amended; (ii) “personal data” as defined by General Data Protection Regulation (EU) 2016/679 (GDPR); (iii) any information which would qualify as “protected health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (HIPAA); and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. 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 breaches, violations, outages or investigationsunauthorized uses of or accesses to same, except as disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or as would not, individually or in the aggregate, be reasonably expected to have a 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 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 as would not, individually or destruction. Any certificate signed by any officer or director of in the Company and delivered aggregate, be reasonably expected to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed have a representation and warranty by the Company, as to matters covered thereby, to each UnderwriterMaterial Adverse Effect.
Appears in 1 contract
Cybersecurity. The Company’s computer , the Guarantors and their respective 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 with, the operation of the business of the Company Company, the Guarantors and their respective subsidiaries as currently conducted, . To the knowledge of the Company and the Guarantors their IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has Company, the Guarantors and their respective subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to maintain that are designed 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 their businesses. To the integrity, security, continuous operation and redundancy knowledge of the IT Systems. There has Company and the Guarantors, 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”)or Personal Data, 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 are no suspected Incidents that are currently incidents under internal review or investigationsinvestigations relating to the same. The Company has not been notified ofCompany, the Guarantors 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 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use or access, misappropriation or modification. The Company, the Guarantors and their respective subsidiaries are, and at all prior times were, in material compliance with all applicable data privacy and security laws, statutes, judgements, orders, rules and regulations of any court or arbitrator or any other governmental or regulatory authority and all applicable laws regarding the collection, use, misappropriationtransfer, disclosureexport, modificationstorage, encryption protection, disposal or destructiondisclosure by the Company and its subsidiaries of Personal Data collected from or provided by third parties (collectively, the “Privacy Laws”). Any certificate signed by The Company, the Guarantors and their respective subsidiaries have in place, comply with, and take appropriate steps reasonably designed to (i) ensure material compliance with its published privacy policies, all third-party obligations and industry standards regarding Personal Data; and (ii) reasonably protect the security and confidentiality of all Personal Data (collectively, the “Privacy Policies”). None of such disclosures made or contained in the Privacy Policies have been inaccurate, misleading, deceptive or in violation of any officer Privacy Laws or director Privacy Policies in any material respect. To the knowledge of the Company and delivered the Guarantors, the execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of violation of any Privacy Laws or Privacy Policies. Neither the Representative Company nor the Guarantors or counsel for any of their respective subsidiaries has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Underwriters Privacy Laws and is unaware of any other facts that, individually or in connection the aggregate, would reasonably indicate non-compliance with the Offering shall be deemed any Privacy Laws or Privacy Policies that would have a representation and warranty by Material Adverse Effect. To the Company’s knowledge, as to matters covered therebythere is no action, to each Underwritersuit or proceeding by or before any court or governmental agency, authority or body pending or threatened alleging non-compliance with Privacy Laws or Privacy Policies.
Appears in 1 contract
Cybersecurity. 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 reasonably adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, 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 physical, technical and administrative controls, policies, procedures procedures, and safeguards to maintain and protect their material all 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, securitycontinuous operation, continuous operation redundancy and redundancy security of all IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data” means (i) any information that relates to an identified or identifiable individual or device, including, but not limited to, name, address, telephone number, email address, username and password, photograph, government-issued identifier, online identifier, or any other data used or intended to be used to identify, contact or precisely locate an individual and (ii) any other information which is classified as “personal data,” “personal information,” “personally identifiable information” (or other similar term) under the Privacy Laws or Policies (each as defined below). There have been no material disruptions to or violations or outages of any of the IT Systems. There has been no security breach Systems nor any occurrence of any unlawful, accidental, or unauthorized destruction, loss, modification or disclosure, use of, or other unauthorized access to to, any IT Systems, confidential information, or compromise ofPersonal Data maintained by or on behalf 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 nor any persons or entities, and there have been no suspected Incidents that are currently incidents under internal review or investigationsinvestigations relating to any of the foregoing. The Company has Except as would not been notified of, and has no knowledge of any event or condition that would 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 Processing of Personal Data and to the protection of such IT Systems and Personal Data from unlawful, accidental, or unauthorized accessdestruction, loss, disclosure, use, misappropriationaccess, disclosure, misappropriation or modification, encryption or destruction. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Appears in 1 contract
Cybersecurity. The CompanyExcept where failure to be so in compliance 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 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, vendors and networks any third party data maintained, processed or stored by the Company or its subsidiary, and any such data processed or stored by third parties on behalf of the Company or its subsidiary), 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 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 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 subsidiary 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 Data. The as required by applicable regulatory standards; and (D) the Company is and its subsidiary 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. Any certificate signed by any officer or director representative of the Company or its subsidiary and delivered to the Representative Manager or counsel for the Underwriters Manager in connection with the Offering this Agreement or any Terms Agreement shall be deemed a representation and warranty by the Company or such subsidiary of the Company, as to matters covered therebyapplicable, to each Underwriterthe Manager as to the matters set forth therein. The Company acknowledges that the Manager and, for purposes of the opinions to be delivered pursuant to Section 4 hereof, counsel for the Company and counsel for the Manager, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Appears in 1 contract
Sources: Equity Distribution Agreement (Senseonics Holdings, 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 (to the Company’s knowledge, 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 have materially impacted the Company; (B) except as otherwise disclosed in the Registration Statement, the IT Systems (an “Incident”)Pricing Disclosure Package and the Prospectus, except for those that have been remedied without material cost or liability or neither 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 nor its Subsidiaries 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 IR 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 destruction. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Appears in 1 contract
Sources: Underwriting Agreement (First Interstate Bancsystem Inc)
Cybersecurity. (A) The Company’s computer , FLIR, and their respective 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 Company, FLIR and their respective 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 ; (B) 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 knowledge of the IT Systems. There Company, there has been no material security breach ofor incident, unauthorized access or disclosure, or other unauthorized access to violation or compromise ofof or relating to the Company’s, the FLIR or their respective subsidiaries’ IT Systems and data (an including the data and information of their respective customers, employees, suppliers, vendors and any third party data collected, maintained, processed, used, transmitted or stored by the Company, FLIR and their respective subsidiaries, and any such data collected, maintained, processed, used, transmitted or stored by third parties on behalf of the Company, FLIR and their respective subsidiaries (collectively, “IncidentIT Systems and Data”); and (C) neither the Company, except for those that FLIR, 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 none of them has no knowledge of of, any event or condition that would reasonably be expected to could result inin any material security breach, an Incident outage, incident of unauthorized access, violation or any other unauthorized access compromise to or compromise disclosure of any their IT Systems and Data. The Company is presently in complianceand its subsidiaries have reasonable and appropriate controls, policies, procedures, and technological safeguards to maintain and protect in all material respectsrepects their confidential information and 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, FLIR and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory 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. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the The Company, as FLIR, and their respective subsidiaries have not been required to matters covered therebynotify any natural person, governmental entity, data protection authority or other third party of any material information security breach, compromise or incident with respect to each Underwriterinformation concerning identified or identifiable natural persons.
Appears in 1 contract
Cybersecurity. The Except as disclosed in the Offering Memorandum or would not reasonably be expected to have a Material Adverse Effect, (i) 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 are, in the Company’s reasonable belief, adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company their respective businesses as currently conductedconducted and (ii) to the Company’s knowledge, the IT systems are free and clear of all material bugs, errors, defects, Trojan horsesHorses, time bombs, malware and other corruptants. The Except as disclosed in the Offering Memorandum, or would not reasonably be expected to have a Material Adverse Effect, the Company has implemented and maintained its subsidiaries have used reasonable efforts to establish, implement and maintain 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 Company’s knowledge 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 Except as disclosed in the Offering Memorandum or would not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result inhave a Material Adverse Effect, an Incident or any other unauthorized access to or compromise the 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 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. Any certificate signed by any an officer or director of the Company or an Initial Guarantor and delivered to the Representative Initial Purchasers or to counsel for the Underwriters in connection with the Offering Initial Purchasers shall be deemed to be a representation and warranty by the Company, Company or such Initial Guarantor to each Initial Purchaser as to the matters covered thereby, to each Underwriterset forth therein.
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 its 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. Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriterthe Underwriters.
Appears in 1 contract
Sources: Underwriting Agreement (Disruptive Acquisition Corp I)