Common use of Data Privacy and Security Clause in Contracts

Data Privacy and Security. Except as otherwise disclosed in the Commission Documents or as would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries are, and since January 1, 2021, has been, in compliance with all applicable Privacy and Security Requirements. Except as otherwise disclosed in the Commission Documents, the Company and each of its Subsidiaries has, where appropriate to the risk level, implemented technical, administrative and organizational measures, including policies relating to the lawful Processing of Personal Data, data privacy and data security, as and to the extent required by applicable Privacy Law (“Privacy and Data Security Policies”). Except as otherwise disclosed in the Commission Documents, since January 1, 2021, there has been no Proceeding, and to the Company’s Knowledge, there is no Proceeding currently pending against the Company or any of its Subsidiaries initiated by any Person (including (i) the United States Federal Trade Commission, any state attorney general or similar state official, or (ii) any other Governmental Entity, foreign or domestic) that, in each case, alleged that any Processing of Personal Data by or on behalf of the Company or any Subsidiary is or was in material violation of any Privacy and Security Requirements or any Privacy and Data Security Policies. Except as otherwise disclosed in the Commission Documents, neither the Company nor any of its Subsidiaries is under any Order issued by any Governmental Entity, foreign or domestic, related to Privacy and Security Requirements. Except as otherwise disclosed in the Commission Documents, to the Company’s Knowledge, since January 1, 2021, (i) there have been no incidents of unauthorized Processing of Personal Data that have adversely affected the business or operations of the Company or any of its Subsidiaries in a material way, and (ii) neither the Company nor any of its Subsidiaries has notified, or has been required by applicable Privacy Laws or agreement to notify, any Person of any (A) loss, theft or damage of, or (B) other unauthorized access to, acquisition of, or use, disclosure, or other Processing of Personal Data.

Data Privacy and Security. Except as otherwise disclosed in the Commission Documents or as would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the (a) The Company and each of its Subsidiaries are, and since January 1, 2021, has been, in compliance with all applicable Privacy and Security Requirements. Except as otherwise disclosed in the Commission Documents, the Company and each of its Subsidiaries has, where appropriate to the risk level, implemented technical, administrative and organizational measures, including policies relating to the lawful Processing of Personal Data, data privacy and data security, as and to the extent required by applicable Privacy Law (“Privacy and Data Security Policies”). Except as otherwise disclosed in the Commission DocumentsSubsidiary have, since January 1, 20212022, there has been no Proceedingimplemented, maintained and materially complied with reasonable administrative and technical safeguards designed to the Company’s Knowledge, there is no Proceeding currently pending against the Company or any of its Subsidiaries initiated by any Person (including (i) protect the United States Federal Trade Commissionintegrity, any state attorney general or similar state official, or (ii) any other Governmental Entity, foreign or domestic) that, in each case, alleged that any Processing security and confidentiality of Personal all Sensitive Data processed by or on behalf of the Company or any Subsidiary is its Subsidiary, and (ii) identify, prevent and mitigate Security Incidents, vulnerabilities, and risks to the security of the IT Systems and Sensitive Data processed by or was in material violation on behalf of any Privacy and the Company or its Subsidiary. Since January 1, 2022, there have been no: (y) Security Requirements Incidents or any Privacy and Data Security Policies. Except as otherwise disclosed (z) disruptions to the conduct of its business or other failures of the IT Systems, except for those would not, individually or in the Commission Documentsaggregate, reasonably be expected to have a Company Material Adverse Effect. The IT Systems are (i) in reasonably good working condition, (ii) to the Knowledge of the Company free from malicious code and material security vulnerabilities, and (iii) reasonably sufficient for the operation of the business of the Company and its Subsidiary, as applicable, as currently conducted. Since January 1, 2022, neither the Company nor its Subsidiary has received any of written claim or notice from any Person, Governmental Authority, or other third party that a Security Incident may have occurred or is being investigated. (b) The Company and its Subsidiaries is under Subsidiary are, and since January 1, 2022 have been, in compliance with applicable Data Protection Requirements, except for any Order issued by any Governmental Entitynoncompliance that would not, foreign individually or domesticin the aggregate, related reasonably be expected to Privacy and Security Requirementshave a Company Material Adverse Effect. Except as otherwise disclosed would not, individually or in the Commission Documentsaggregate, reasonably be expected to the Company’s Knowledgehave a Company Material Adverse Effect, since January 1, 20212022, (i) to the Knowledge of the Company, there have been no incidents unauthorized uses of unauthorized Processing of or access to Personal Data that have adversely affected Information in the business possession, custody or operations control of the Company or its Subsidiary that would require notification of individuals, law enforcement or any Governmental Authority under any applicable Data Protection Law. The Company and its Subsidiary have sufficient rights to permit the Processing of Personal Information by or for the Company and its Subsidiaries Subsidiary, as applicable, as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a material wayCompany Material Adverse Effect. Neither the execution, and (ii) delivery, or performance of this Agreement, nor the disclosure or transfer of Personal Information to Parent in connection with the transactions contemplated by this Agreement, will violate any applicable Data Protection Requirements, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 1, 2022 until the date hereof, neither the Company nor its Subsidiary has received written communication from any of its Subsidiaries has notifiedPerson, or has been required by applicable Privacy Laws or agreement to notify, any Person of any (A) loss, theft or damage of, or (B) other unauthorized access to, acquisition of, or use, disclosure, Governmental Authority or other Processing of Personal Datathird party that alleges that the Company is not in compliance with any Data Protection Laws, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor its Subsidiary is a covered entity or a business associate, as defined under HIPAA.

Data Privacy and Security. Except as otherwise disclosed in the Commission Documents or as would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the (a) The Company and each of its Subsidiaries are, and since January 1, 2021, has been, in compliance with all applicable Privacy and Security Requirements. Except as otherwise disclosed in the Commission Documents, the Company and each of its Subsidiaries has, where appropriate to the risk level, implemented technical, administrative and organizational measures, including commercially reasonable written policies relating to the lawful Processing of Personal Data, data privacy and data security, Data as and to the extent required by applicable Privacy Law (“Privacy and Data Security Policies”). Except as otherwise disclosed in . (b) Since the Commission Documents, since January 1, 2021, Company’s incorporation there has been no Proceeding, and there is no Proceeding pending and, to the Company’s Knowledgeknowledge, there is no Proceeding currently pending threatened against or involving the Company or any of its Subsidiaries initiated by any Person (including (i) the United States Federal Trade Commission, any state attorney general or similar state official, or (ii) any other Governmental Entity, foreign or domesticdomestic or (iii) any regulatory or self-regulatory entity) that, in each case, alleged that any Processing of Personal Data by or on behalf of the Company or any Subsidiary is or was in material violation of any Privacy and Data Security Requirements or any Privacy and Data Security Policies. Except as otherwise disclosed in the Commission Documents, neither the Company nor any of its Subsidiaries is under any Order issued by any Governmental Entity, foreign or domestic, related to Privacy and Security Requirements. Except as otherwise disclosed in the Commission Documentsnor, to the Company’s Knowledgeknowledge, is there (nor since the Company’s incorporation has there been) any circumstance that would reasonably be expected to lead to the foregoing. (c) To the Company’s knowledge, since January 1, 2021its incorporation, (i) there have been no incidents of unauthorized Processing of Personal Data that have adversely affected the business or operations of the Company or any of its Subsidiaries in a material waySecurity Incidents, and (ii) neither the Company nor any of its Subsidiaries has notified, not notified or has been required by applicable Privacy Laws or agreement to notify, notify any Person of any (A) loss, theft or damage of, or (B) other unauthorized or unlawful access to, acquisition of, or use, disclosure, disclosure or other Processing of, Personal Data that, in each case, have been or would reasonably be expected to be, individually or in the aggregate, material to the Company. (d) The Company owns or has a valid and enforceable license to use the Company IT Systems as necessary to operate the business of Personal Datathe Company as currently conducted. All Company IT Systems are (i) free from any material defect, bug, virus or programming, design or documentation error and (ii) in sufficiently good working condition to perform all material information technology operations necessary for the operation of the Business (except for ordinary wear and tear) as currently conducted in all material respects. The Company has taken commercially reasonable steps designed to protect the confidentiality, integrity and security of the Company IT Systems and all material information stored or contained therein or transmitted thereby from any theft, corruption, loss or unauthorized use, access, interruption or modification by any Person. Since the Company’s incorporation, there have not been any material failures, breakdowns or continued substandard performance of any Company IT Systems that have caused a material failure or disruption of the Company IT Systems other than routine failures or disruptions that have been remediated in the ordinary course of business.

Data Privacy and Security. (a) Except as otherwise disclosed in the Commission Documents or as would not be reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, since January 1, 2021: (i) the IT Systems operate and perform in all respects as required to permit the Company to conduct its business as currently conducted, (ii) the IT Systems have not suffered any failures, (iii) the Company has implemented and each maintained commercially reasonable administrative, technical, physical and organizational safeguards (including backup, security and disaster recovery technology and procedures consistent with standard practices for the industry in which the Company operates) designed to protect the (A) integrity, security and operation of the IT Systems and the data and other information stored thereon, including from Harmful Code, and (B) Personal Information and other confidential or proprietary business or trade secret information maintained by or on behalf of the Company against unauthorized access, use, modification, disclosure, or other misuse, (iv) there have been no intrusions or breaches of the security of, or unauthorized access to or use by a third party of, the IT Systems, and (v) the IT Systems have not experienced any substantial disruption or damage that has resulted in (A) interruption in the conduct of the business of the Company or (B) material liability of any kind to the Company or its Subsidiaries arebusiness. (b) The Company is, and since January 1, 2021, 2021 has been, in compliance with all applicable Privacy and Security Data Protection Requirements, except for any noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as otherwise disclosed would not, individually or in the Commission Documentsaggregate, the reasonably be expected to have a Company and each of its Subsidiaries has, where appropriate to the risk level, implemented technical, administrative and organizational measures, including policies relating to the lawful Processing of Personal Data, data privacy and data security, as and to the extent required by applicable Privacy Law (“Privacy and Data Security Policies”). Except as otherwise disclosed in the Commission DocumentsMaterial Adverse Effect, since January 1, 2021, there has have been no Proceedingbreaches, and to the Company’s Knowledgeviolations, there is no Proceeding currently pending against the Company outages, security incidents or any of its Subsidiaries initiated by any Person (including (i) the United States Federal Trade Commissionunauthorized uses, any state attorney general or similar state officialtransfers, disclosures, losses, thefts, alterations of, or (ii) any other Governmental Entity, foreign or domestic) that, in each case, alleged that any Processing of accesses to Personal Data Information maintained by or on behalf of the Company that would require notification of individuals, law enforcement or any Subsidiary is or was in material violation Governmental Authority under any applicable Data Protection Law. Since January 1, 2021 until the date hereof, the Company has not received written notice of any Privacy and Security Requirements claim or investigation, or any Privacy and Data Security Policies. Except as otherwise disclosed in the Commission Documents, neither other written communication (including from any Governmental Authority) that alleges that the Company nor is not in compliance with any of its Subsidiaries is under any Order issued by any Governmental EntityData Protection Laws, foreign or domestic, related except as would not reasonably be expected to Privacy and Security Requirements. Except as otherwise disclosed in the Commission Documents, be material to the Company’s Knowledge, since January 1, 2021, (i) there have been no incidents of unauthorized Processing of Personal Data that have adversely affected the business or operations of the Company or any of its Subsidiaries in taken as a material way, and (ii) neither the Company nor any of its Subsidiaries has notified, or has been required by applicable Privacy Laws or agreement to notify, any Person of any (A) loss, theft or damage of, or (B) other unauthorized access to, acquisition of, or use, disclosure, or other Processing of Personal Datawhole.

Data Privacy and Security. (a) The Company complies, and since December 31, 2021 the Company has complied, in all material respects, with all Privacy and Information Security Requirements, except where the failure to so comply would not reasonably be expected to have a Company Material Adverse Effect. Since December 31, 2021, the Company has not been notified in writing of, or, to the Knowledge of the Company, is the subject of, any Action related to Processing of Personal Data by any Governmental Authority regarding any actual or possible violations of any Privacy and Information Security Requirement by the Company. (b) The Company employs safeguards that are required to comply with all Privacy and Information Security Requirements to protect Personal Data within its control and requires the same of all vendors under contract with the Company that Process Personal Data on its behalf, except where the failure to do any of the foregoing would not reasonably be expected to have a Company Material Adverse Effect. The Company provides, and has since December 31, 2021 provided, all requisite notices and obtained all required consents, and satisfied all other requirements (including notification to Governmental Authorities) necessary under any Privacy and Information Security Requirement for the Processing (including international and onward transfer) of all Personal Data in connection with the conduct of the business as currently conducted, except where the failure to do any of the foregoing would not reasonably be expected to have a Company Material Adverse Effect. (c) Except as otherwise disclosed in the Commission Documents or as would not be reasonably be expected material to havethe Company, individually or in to the aggregateKnowledge of the Company, a Material Adverse Effectsince December 31, 2021, the Company and each has not suffered a security breach with respect to any of its Subsidiaries are, and since January 1, 2021, has been, in compliance with all applicable Privacy and Security Requirements. Except as otherwise disclosed the Company Data in the Commission Documentspossession or control of the Company and, except as would not be material to the Company and each of its Subsidiaries has, where appropriate to the risk level, implemented technical, administrative and organizational measures, including policies relating to Knowledge of the lawful Processing of Personal Data, data privacy and data security, as and to the extent required by applicable Privacy Law (“Privacy and Data Security Policies”). Except as otherwise disclosed in the Commission DocumentsCompany, since January 1December 31, 2021, there has been no Proceedingunauthorized or illegal use of or access to any Company Data in the possession or control of the Company. To the Knowledge of the Company, and since December 31, 2021, the Company Systems owned or controlled by the Company have had no material errors or defects that have not been remedied in all material respects and, to the Knowledge of the Company, contain no code designed to disrupt, disable, harm, distort or otherwise impede in any manner the legitimate operation of such Company Systems (including what are sometimes referred to as “viruses,” “worms,” “time bombs” or “back doors”) that have not been removed or remedied in all material respects, except as would not reasonably be expected to result in any material disruption to, or material interruption in, the conduct of the Company’s Knowledge, there is no Proceeding currently pending against the Company or any of its Subsidiaries initiated by any Person (including (i) the United States Federal Trade Commission, any state attorney general or similar state official, or (ii) any other Governmental Entity, foreign or domestic) that, in each case, alleged that any Processing of Personal Data by or on behalf of the Company or any Subsidiary is or was in material violation of any Privacy and Security Requirements or any Privacy and Data Security Policies. Except as otherwise disclosed in the Commission Documents, neither the Company nor any of its Subsidiaries is under any Order issued by any Governmental Entity, foreign or domestic, related to Privacy and Security Requirements. Except as otherwise disclosed in the Commission Documents, to the Company’s Knowledge, since January 1, 2021, (i) there have been no incidents of unauthorized Processing of Personal Data that have adversely affected the business or operations of the Company or any of its Subsidiaries in a material way, and (ii) neither the Company nor any of its Subsidiaries has notified, or has been required by applicable Privacy Laws or agreement to notify, any Person of any (A) loss, theft or damage of, or (B) other unauthorized access to, acquisition of, or use, disclosure, or other Processing of Personal Datafor more than three calendar weeks.

Data Privacy and Security. Except as otherwise disclosed in the Commission Documents or as would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the The Company and each of its Subsidiaries Company Subsidiary: (i) are, and since January 1, 2021, has during the past (3) years have been, in compliance in all material respects with all applicable Privacy and Security Data Protection Requirements. Except as otherwise disclosed in the Commission Documents, the Company and each of its Subsidiaries has, where appropriate to the risk level, implemented technical, administrative and organizational measures, including policies relating to the lawful Processing of Personal Data, data privacy and data security, as and to the extent required by applicable Privacy Law (“Privacy and Data Security Policies”). Except as otherwise disclosed in the Commission Documents, since January 1, 2021, there has been no Proceeding, and to the Company’s Knowledge, there is no Proceeding currently pending against the Company or any of its Subsidiaries initiated by any Person (including (i) the United States Federal Trade Commission, any state attorney general or similar state official, or ; (ii) have not received any written subpoenas, demands, or other notices from any Governmental EntityEntity investigating, foreign inquiring into, or domestic) that, in each case, alleged that otherwise relating to any Processing of Personal Data by actual or on behalf of the Company or any Subsidiary is or was in material potential violation of any Privacy and Security Requirements or any Privacy and Data Security Policies. Except as otherwise disclosed in Protection Requirement and, to the Commission DocumentsKnowledge of Seller, neither the Company nor any Company Subsidiary is or has been under investigation by any Governmental Entity for any actual or potential material violation of its Subsidiaries is under any Order issued by Data Protection Requirements; (iii) have implemented and maintain commercially reasonable measures in all material respects to protect the confidentiality, integrity, and security of the IT Assets and all information stored or contained therein or transmitted thereby (including Personal Information the Company and each Subsidiary collects and/or processes) from unauthorized access, use, disclosure, interruption, corruption and modification; and (iv) have not experienced any failures or crashes or security breaches, unauthorized access, use, or disclosure related to Personal Information that would require notification of individuals, law enforcement, or any Governmental Entity, foreign or domesticany remedial action under any applicable Data Protection Requirements, related to Privacy and Security Requirements. Except as otherwise disclosed in the Commission Documentsand, to the Company’s KnowledgeKnowledge of Sellers, since January 1there are no pending, 2021or expected complaints, (i) there have been no incidents actions, fines, or other penalties facing the Company or any Company Subsidiary in connection with any such failures, crashes, security breaches, or unauthorized access, use, or disclosure. The execution, delivery and performance of unauthorized Processing this Agreement or any Ancillary Document will not result in a breach of Personal any Data that have adversely affected Protection Requirements except as would not reasonably be expected to, individually or in the aggregate materially impair the business or operations of the Company or any of its Subsidiaries in Target Companies, taken as a material way, and (ii) neither the Company nor any of its Subsidiaries has notified, or has been required by applicable Privacy Laws or agreement to notify, any Person of any (A) loss, theft or damage of, or (B) other unauthorized access to, acquisition of, or use, disclosure, or other Processing of Personal Datawhole.

Data Privacy and Security. Except as otherwise disclosed in the Commission Documents or In each case, except as would not be reasonably be expected expected, individually on in the aggregate, to havebe material to the Business, in connection with its collection, storage, transfer (including any transfer across national borders) and use of any personally identifiable information from any individuals, including any customers, prospective customers, employees, prospective employees and/or other third parties (collectively, “Personal Information”), Sellers and their respective Subsidiaries are and have in the past three (3) years been in compliance with all applicable Laws, regulations, and industry standards in all relevant jurisdictions related to Personal Information, including the EU General Data Protection Regulation (“GDPR”) and all applicable national legislation implementing the GDPR, the California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100 to 1798.199), as well as the Business’s privacy policies and the requirements of any contract or codes of conduct to which any Seller or any of its Subsidiaries is a party. Sellers and their respective Subsidiaries have adopted and follow commercially reasonable physical, technical, organizational and administrative security measures and policies designed to protect all Personal Information and confidential business information collected by any of them or on any of their behalf from and against unauthorized access, use and/or disclosure. Except as would not reasonably be expected, individually or in the aggregate, a Material Adverse Effectto be material to the Business, the Company Sellers and each of its their respective Subsidiaries are, are and have since January August 1, 2021, has been, 2017 been in compliance with all applicable Privacy and Security Requirements. Except as otherwise disclosed Laws relating to notification or other obligations in the Commission Documentsevent of data loss, the Company theft and each of its or breach. Sellers and their respective Subsidiaries has, where appropriate to the risk level, implemented technical, administrative and organizational measureshave in place a commercially reasonable data incident response plan, including policies relating procedures to the lawful Processing of Personal Data, data privacy and data security, as and to the extent required by applicable Privacy Law (“Privacy and Data Security Policies”). Except as otherwise disclosed be followed in the Commission Documents, since January event of a data incident. Since August 1, 2021, there has been no Proceeding, and to the Company’s Knowledge, there is no Proceeding currently pending against the Company or any of its Subsidiaries initiated by any Person (including (i) the United States Federal Trade Commission, any state attorney general or similar state official, or (ii) any other Governmental Entity, foreign or domestic) that2017, in each case, alleged that any Processing of Personal Data by except as would not reasonably be expected, individually or on behalf of the Company or any Subsidiary is or was in material violation of any Privacy and Security Requirements or any Privacy and Data Security Policies. Except as otherwise disclosed in the Commission Documents, neither the Company nor any of its Subsidiaries is under any Order issued by any Governmental Entity, foreign or domestic, related to Privacy and Security Requirements. Except as otherwise disclosed in the Commission Documentsaggregate, to be material to the Company’s Knowledge, since January 1, 2021, Business: (i) there have been no incidents to Sellers’ Knowledge, none of unauthorized Processing of Personal Data that have adversely affected the business or operations of the Company Sellers, their respective Subsidiaries or any of its Subsidiaries in a material waytheir respective vendors or service providers have been the subject of any data breaches or other data security incidents, and (ii) neither Sellers nor their respective Subsidiaries have been the Company nor any of its Subsidiaries has notified, or has been required by applicable Privacy Laws or agreement to notify, any Person subject of any (A) losscomplaints, theft claims or damage ofinvestigations related to its data practices from consumers, regulators or (B) other unauthorized access to, acquisition of, or use, disclosure, or other Processing of Personal Datalaw enforcement agencies.

Data Privacy and Security. (a) Except as otherwise disclosed in where any non-compliance would not, individually or the Commission Documents or as would not be aggregate, reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, the Company and each of its Subsidiaries arecomply, and since January 1within the past three (3) years have complied, 2021, has been, in compliance with all applicable (i) Privacy and Security Requirements. Laws, (ii) written contractual commitments to which they are legally bound governing Personal Data protection, privacy, security, and confidentiality, and (iii) Privacy Policies. (b) Except as otherwise disclosed in where the Commission Documentsfailure to do so would not, individually or the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries has, where appropriate to have taken commercially reasonable steps consistent with their size and resources as well as the risk level, implemented technical, administrative nature and organizational measures, including policies relating to purpose of the lawful Processing and the types of Personal Data) and, data privacy and data securitywhere appliable, as and to the extent required by applicable Privacy Law (“Privacy and Data Security Policies”). Except as otherwise disclosed in the Commission DocumentsLaws, since January 1, 2021, there has been no Proceeding, and to the Company’s Knowledge, there is no Proceeding currently pending against the Company or any of its Subsidiaries initiated by any Person (including that are designed to: (i) the United States Federal Trade Commission, any state attorney general or similar state official, or protect their Business Systems and Personal Data from a Security Incident and (ii) any other Governmental Entitymaintain, foreign or domesticas applicable, the confidentiality, integrity and availability of such Business Systems and Company Data. All material deficiencies on cybersecurity assessments which have been conducted within the past three (3) thatyears have, in each case, alleged that any Processing of Personal Data by or on behalf to the knowledge of the Company or any Subsidiary is or was Company, been remediated in material violation a commercially reasonable manner. (c) In the past three (3) years, to the knowledge of any Privacy and Security Requirements or any Privacy and Data Security Policies. Except as otherwise disclosed in the Commission DocumentsCompany, neither the Company nor any of its Subsidiaries is under has: (i) experienced any Order issued by material Security Incident involving any Governmental EntityBusiness System or Company Data in their respective possession, foreign custody, or domesticcontrol or otherwise held or Processed on its behalf, related (ii) been required to send a notification or report to any Person pursuant to applicable Privacy and Security Requirements. Except Laws as otherwise disclosed a result of any material Security Incident, or (iii) failed to comply with any notification or reporting requirement to any Person in connection with any material Security Incident under applicable Privacy and Security Laws. (d) To the Commission Documents, to knowledge of the Company’s Knowledge, since January 1there is no formal or written complaint, 2021audit, proceeding, investigation, claim, or other Action currently pending or that has been, within the past three (i3) there have been no incidents of unauthorized Processing of Personal Data that have adversely affected the business years, brought or operations of initiated against the Company or any of its Subsidiaries in by any Person before a Governmental Entity with respect to any actual or alleged (i) material way, and Security Incident or (ii) neither material violation of any applicable Privacy and Security Laws by the Company nor or any of its Subsidiaries has notifiedSubsidiaries. (e) Except as would not, individually or has been required by the aggregate, reasonably be expected to have a Material Adverse Effect, the execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not conflict with or otherwise result in a violation or breach of any applicable Privacy Laws or agreement to notify, any Person of any (A) loss, theft or damage of, or (B) other unauthorized access to, acquisition of, or use, disclosure, or other Processing of Personal Dataand Security Laws.