Common use of IT Assets Clause in Contracts

IT Assets. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the computers, software, servers, networks, data communications lines, and other information technology systems owned, licensed, leased or otherwise used by the Company or its subsidiaries (excluding any public networks) (collectively, the “IT Assets”) operate and perform as is necessary for the operation of the business of the Company and its subsidiaries as currently conducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and (ii) such IT Assets are not infected by viruses, disabling code or other harmful code. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards necessary to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of all IT Assets and data (including all Personal Data (defined below) sensitive, confidential or regulated data (“Confidential Data”) used in connection with their businesses. There have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Confidential Data and to the protection of such IT Assets and Confidential Data from unauthorized use, access, misappropriation or modification. “Personal Data” means “personal data” as defined by GDPR (as defined below).

IT Assets. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the computers, software, servers, networks, data communications lines, and other information technology systems owned, licensed, leased or otherwise used by the Company or its subsidiaries (excluding any public networks) (collectively, the “IT Assets”) operate and perform as is necessary for the operation of the business of the Company and its subsidiaries as currently conducted and as proposed to be conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and (ii) such IT Assets are not infected by viruses, disabling code or other harmful code. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards necessary to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of all IT Assets and data (including all Personal Data (defined below) sensitive, confidential or regulated data (“Confidential Data”) used in connection with their businesses. There Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Confidential Data and to the protection of such IT Assets and Confidential Data from unauthorized use, access, misappropriation or modification. “Personal Data” means “personal data” as defined by GDPR (as defined below).

IT Assets. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the computersThe Company’s and each Company Subsidiary’s material IT Assets are designed, softwareimplemented, servers, networks, data communications lines, operated and other information technology systems owned, licensed, leased or otherwise used by the Company or its subsidiaries (excluding any public networks) (collectively, the “IT Assets”) operate maintained in accordance in all material respects with customary industry standards and perform as is necessary practices for the operation of similarly situated entities operating businesses similar to the business of the Company and its subsidiaries as currently conducted the Company Subsidiaries, including with the respect to redundancy, reliability, scalability and as proposed to be conducted as described in security. Without limiting the Registration Statementforegoing, the Pricing Company and each Company Subsidiary (A) have taken commercially reasonable steps and implemented commercially reasonable procedures to ensure that its IT Assets are free from Malicious Code, (B) subject to Section 4.16(g)(i) of the Disclosure Package Schedules, have in effect industry standard disaster recovery plans, procedures and the Prospectusfacilities for its business, and (iiC) such IT Assets are not infected by viruses, disabling code or other harmful code. The Company and its subsidiaries have implemented and maintained commercially taken all reasonable controls, policies, procedures, and safeguards necessary steps to maintain and protect their confidential information safeguard the security and the integrity, continuous operation, redundancy and security integrity of all its IT Assets and data (including all Personal Data (defined below) sensitive, confidential or regulated data (“Confidential Data”) used in connection with their businessesAssets. There have been no breaches, violations, outages unauthorized intrusions or unauthorized uses breaches of security with respect to the IT Assets of the Company and the Company Subsidiaries. (ii) The IT Assets of the Company and the Company Subsidiaries do not contain any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware” or accesses to same, except for those that have been remedied without material cost “adware” (as such terms are commonly understood in the software industry) or liability or the duty to notify any other personcode designed or intended to have, nor or capable of performing or facilitating, any incidents under internal review of the following functions: (A) disrupting, disabling, harming, or investigations relating to otherwise impeding in any manner the sameoperation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (B) compromising the privacy or data security of a user or damaging or destroying any data or file without the user’s consent (collectively, “Malicious Code”). The Company and its subsidiaries each Company Subsidiary implements industry standard measures, for similarly situated entities operating businesses similar to the business of the Company and the Company Subsidiaries, designed to prevent the introduction of Malicious Code into the IT Assets of the Company and the Company Subsidiaries, including firewall protections and regular virus scans. (iii) All IT Assets of the Company and the Company Subsidiaries, including software applications and operating systems, that are presently licensed from third Persons are licensed pursuant to valid and enforceable license agreements, and neither the Company nor any Company Subsidiary is in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations breach of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Confidential Data and to the protection of such IT Assets and Confidential Data from unauthorized use, access, misappropriation or modification. “Personal Data” means “personal data” as defined by GDPR (as defined below)license agreement in any material respect.