Common use of IT Systems Clause in Contracts

IT Systems. To the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third-party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except in each case, as would not reasonably be expected to have a Material Adverse Effect, and (B) the Company and its Subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; (ii) the Company and its Subsidiaries have implemented commercially reasonable controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as is customary for the Company’s business or as required by applicable regulatory standards; and (iii) the IT Systems and Data are adequate for, and operate and perform in all material respects as required in connection with the operation of the businesses 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.

IT Systems. (i)(x) To the knowledge of the Company’s Knowledge, there has been no security breach or incident, unauthorized access or disclosure, attack or other compromise of or relating to any of the Company’s or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third-third party data maintained, processed maintained by 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 Subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”), except in each case, as would not reasonably be expected to have a Material Adverse Effect, and (By) the Company and its Subsidiaries have has not been notified of, and have has no knowledge of any event or condition that would reasonably be expected to result in, in any security breach breach, attack or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; Data and (z) to the knowledge of the Company, there have been no material events relating to any of the Company’s IT Systems and Data that requires any notice to affected natural persons or to governmental or regulatory authorities, (ii) the Company has complied, and its Subsidiaries have implemented commercially reasonable controlsis presently in compliance with, policiesall applicable laws, procedures statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and technological safeguards all industry guidelines, standards, internal policies and contractual obligations relating to maintain and protect the integrity, continuous operation, redundancy privacy and security of their IT Systems and Data as is customary for and to the Company’s business protection of such IT Systems and Data from unauthorized use, access, misappropriation or as required by applicable regulatory standards; modification and (iii) the IT Systems Company has implemented commercially reasonable backup and Data are adequate for, and operate and perform in all material respects as required in connection with the operation of the businesses disaster recovery technology. Any certificate signed by an officer of the Company and its Subsidiaries delivered to Xxxxx or to counsel for Xxxxx pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company to Xxxxx as currently conductedto the matters set forth therein. The Company acknowledges that Xxxxx and, free for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and clear counsel to Xxxxx, will rely upon the accuracy and truthfulness of all material bugs, errors, defects, Trojan horses, time bombs, malware the foregoing representations and other corruptantshereby consents to such reliance.

IT Systems. To the knowledge of the CompanyExcept as would not result in a Material Adverse Change, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of (A) the Company’s or and its Subsidiariessubsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data websites, applications, and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third-party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and DataSystems”), except in each case, as would not reasonably be expected to have a Material Adverse Effect, and (B) the Company and its Subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; (ii) the Company and its Subsidiaries have implemented commercially reasonable controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as is customary for the Company’s business or as required by applicable regulatory standards; and (iii) the IT Systems and Data are adequate for, and operate and perform in all material respects as required in connection with the operation of the businesses business of the Company and its Subsidiaries subsidiaries as currently conducted, (B) to the knowledge of the Company are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, (C) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all Personal Data) used in connection with their businesses, and (D) 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 have complied with and are presently in compliance with Privacy Laws and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; the Company has implemented reasonable backup disaster recovery technology consistent with industry standards and practice.

IT Systems. To Except as otherwise disclosed in the knowledge Registration Statement or the Prospectus, and except as would not, individually or in the aggregate, result in a Material Adverse Change, since January 1, 2020, (i) (i) the Company and each of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its Subsidiariessubsidiaries’ respective information technology assets and computer equipment, computers, systems, networks, hardware, software, internet websites, applications, technology, data and databases (including the data and information Personal Data of their respective customers, employees, suppliers, vendors and any third-party sensitive or confidential data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company or any of its subsidiaries) used in connection with the operation of the Company’s and its Subsidiaries), equipment or technology subsidiaries’ respective businesses as currently conducted by them (collectively, “IT Systems and Data”), except in each case, as would not reasonably be expected to have a Material Adverse Effect) are adequate for, and operate and perform as reasonably required in connection with the operation of the business of the Company and its subsidiaries as currently conducted; (Bii) the Company and each of its Subsidiaries subsidiaries have taken commercially reasonable technical and organizational measures necessary to protect the IT Systems and Data, and have used reasonable efforts to establish and maintain, and have established, maintained, implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans, consistent with industry standards and practices, that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any IT Systems and Data (“Breach”); and (iii) there has been no such Breach, and the Company and its subsidiaries have not been notified of, of and have no knowledge of any event or condition that would reasonably be expected to result in, in any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; (ii) the Company and its Subsidiaries have implemented commercially reasonable controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as is customary for the Company’s business or as required by applicable regulatory standards; and (iii) the IT Systems and Data are adequate for, and operate and perform in all material respects as required in connection with the operation of the businesses 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 corruptantssuch Breach.

IT Systems. To Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (a) to the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the Company Data and other non-public data and information of their respective borrowers, customers, employees, suppliers, vendors vendors, or third parties and any third-party data maintained, processed or stored by the Company and its Subsidiaries, and any such Company Data or other non-public data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”), ) except in each case, as would not reasonably be expected for those that have been remedied without material cost or liability or the duty to have a Material Adverse Effect, and notify any other person under applicable laws; (Bb) neither the Company and nor its Subsidiaries have not been notified of, and or have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; Data, and (iic) the Company and its Subsidiaries have implemented commercially and maintained reasonable controls, policies, procedures procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as is customary for Data, to the Company’s business extent such items are within the Company or its Subsidiaries’ possession or control, in each case reasonably consistent with industry standards and practices, or as required by applicable regulatory standards; laws, except with respect to clauses (a) and (iii) b), for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, result in a Material Adverse Change, or with respect to clause (c), where the failure to do so would not, individually or in the aggregate, result in a Material Adverse Change. The Company and its Subsidiaries’ IT Systems and Data 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 businesses 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.

IT Systems. To Except to the knowledge of extent it would not be reasonably expected to have a Material Adverse Effect on the CompanyCompany and its subsidiaries, there has been no security breach or incidenttaken as a whole, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its Subsidiaries’ information technology and computer assets, equipment, computers, systems, networks, hardware, software, internet websites, applications, data and databases (including the Personal Data, the data and information of their respective customers, employees, suppliers, vendors and any third-other third party data maintained, processed or stored transmitted 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 subsidiaries) used by or technology on behalf of the Company and its subsidiaries (collectively, “IT Systems and Data”)) are reasonably adequate for, except and operate and perform as required in connection with, the operation of the businesses of the Company and its subsidiaries as currently conducted and as proposed to be conducted by them as described in each of the Registration Statement and the Prospectus, in each case, as would not reasonably be expected free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and each of its subsidiaries take and have taken all reasonable technical and organizational measures necessary to have a Material Adverse Effectprotect the IT Systems and Data. Without limiting the foregoing, and (B) the Company and its Subsidiaries subsidiaries have used commercially reasonable efforts to establish and maintain, and have established, maintained, implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans, consistent with industry standards and practices, that are designed to protect against and prevent the breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or any other compromise or misuse, in each case, of or relating to any IT Systems and Data (“Breach”). There has been no Breach, and the Company and its subsidiaries have not been notified of, of and 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 Breach except as would not be reasonably expected to their IT Systems and Data; (ii) have a Material Adverse Effect on the Company and its Subsidiaries have implemented commercially reasonable controlssubsidiaries, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data taken as is customary for the Company’s business or as required by applicable regulatory standards; and (iii) the IT Systems and Data are adequate for, and operate and perform in all material respects as required in connection with the operation of the businesses 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 corruptantsa whole.

IT Systems. To (i) Except as may be included or incorporated by reference in the knowledge of Prospectus, (x) to the Company’s knowledge, there has been no material security breach or incident, unauthorized access or disclosure, or other material compromise of or relating to any of the Company’s or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third-third party data maintained, processed maintained by 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 Subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”), except in each case, as would not reasonably be expected to have a Material Adverse Effect, ) and (By) the Company and its Subsidiaries have not been notified in writing of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or incident, unauthorized access or disclosure or other material compromise to their IT Systems and Data; Data; (ii) the Company and its Subsidiaries have been and are presently in compliance with all applicable laws or statutes, all judgments, orders, rules and regulations of any relevant court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, and (iii) except as may be included or incorporated by reference in the Prospectus, the Company and its Subsidiaries have implemented commercially reasonable controls, policies, procedures procedures, and technological safeguards and backup and disaster recovery technology to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as is customary for the Company’s business consistent with industry standards and practices, or as required by applicable regulatory standards; and standards, except as would not, in the case of clause (ii) or (iii) ), individually or in the IT Systems and Data are adequate foraggregate, and operate and perform in all material respects as required in connection with the operation of the businesses 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 corruptantsreasonably be expected to have a Material Adverse Effect.

IT Systems. To Except as disclosed in the Registration Statement and the Prospectus, (i)(x) to the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its Subsidiaries’ subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third-third party data maintained, processed maintained by 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 Subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”), except in each case, as would not reasonably be expected ) requiring notice to have a Material Adverse Effect, any third party under applicable state or federal law and (By) the Company and its Subsidiaries subsidiary have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; Data requiring notice to any third party under applicable state or federal law; (ii) the Company and its Subsidiaries have implemented commercially reasonable controlssubsidiary are presently in compliance with all applicable laws or statutes and all judgments, policiesorders, procedures rules and technological safeguards regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to maintain and protect the integrity, continuous operation, redundancy privacy and security of their IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as is customary for would not, in the Company’s business case of this clause (ii), individually or as required by applicable regulatory standards; in the aggregate, have a Material Adverse Effect; and (iii) the IT Systems Company and Data are adequate for, its subsidiary have used commercially reasonable efforts to implement backup and operate disaster recovery technology consistent with industry standards and perform in all material respects as required in connection with the operation of the businesses practices. Any certificate signed by an officer of the Company and its Subsidiaries delivered to Xxxxx or to counsel for Xxxxx shall be deemed to be a representation and warranty by the Company to Xxxxx as currently conductedto the matters set forth therein. The Company acknowledges that Xxxxx and, free for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and clear counsel to Xxxxx, will rely upon the accuracy and truthfulness of all material bugs, errors, defects, Trojan horses, time bombs, malware the foregoing representations and other corruptantshereby consents to such reliance.

IT Systems. To Except as would not, individually or in the knowledge of the Companyaggregate, reasonably be expected to result in a Material Adverse Effect, (i)(x) there has been no security breach or breach, attack, incident, violation, outage, unauthorized access or disclosure, disclosure or other compromise of or relating to any of the Company’s or and its Subsidiaries’ subsidiary’s information technology and computer systems, networks, hardware, software, applications, equipment or technology (collectively, “IT Systems”) or confidential data and databases or database (including the all personal, personally identifiable, sensitive, confidential or regulated data and information of their respective customers, employees, suppliers, vendors and any third-third party data maintained, processed maintained by 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 them) (collectivelytogether with IT Systems, “IT Systems and Data”), except in each case, as would not reasonably be expected to have a Material Adverse Effect, and (By) the Company and its Subsidiaries subsidiary have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, in any security breach breach, attack or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; Data, (ii) to the Company and its Subsidiaries have implemented commercially reasonable controlsknowledge of the Company, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as is customary for the Company’s business or as required by applicable regulatory standards; and (iii) the its subsidiary’s IT Systems and Data are adequate for, and operate and perform in all material respects as required in connection with the operation of the businesses business of the Company and its Subsidiaries as currently conductedsubsidiary, and, to the knowledge of the Company, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, (iii) the Company and its subsidiary have complied, and are presently in compliance with, all applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, and all industry guidelines, standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification (collectively, the “Data Security Obligations”), (iv) neither the Company nor its subsidiary have received any written notification of or complaint regarding, and are otherwise unaware of any other facts that, individually or in the aggregate, would reasonably indicate material non-compliance with any applicable Data Security Obligation (v) there is no pending, or to the knowledge of the Company, threatened, action, suit or proceeding by or before any court or governmental agency, authority or body alleging material non-compliance with any applicable Data Security Obligation, and (vi) the Company and its subsidiary have each implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their IT Systems and Data, including backup and disaster recovery technology consistent with industry standards and practice.

IT Systems. To None of the knowledge material Intellectual Property employed by or on behalf of the Company or any of its subsidiaries has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company, there has been no security breach its subsidiaries or incident, unauthorized access or disclosure, or other compromise of or relating to any of their respective officers, directors or employees or otherwise in violation of the Company’s rights of any persons. The Company and its subsidiaries own or its Subsidiaries’ information technology have a valid right to access and use all material computer systems, networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third-third party data maintained, processed maintained by 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 Subsidiariessubsidiaries), equipment or technology (collectively, “IT Systems and Data”), except in each case, as would not reasonably be expected to have a Material Adverse Effectinformation, and (B) functions used in connection with the business of the Company and its Subsidiaries have not been notified ofsubsidiaries (collectively, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their the “IT Systems”). The IT Systems and Data; (ii) the Company and its Subsidiaries have implemented commercially reasonable controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data as is customary for the Company’s business or as required by applicable regulatory standards; and (iii) the IT Systems and Data are adequate for, and operate and perform in all material respects as required in connection with with, the operation of the businesses business of the Company and its Subsidiaries 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 and its subsidiaries have established, maintained, implemented and complied with commercially reasonable information technology, information security, cyber security and data protection controls, policies, procedures and safeguards, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, household, sensitive, confidential or regulated data, “Data”) that are necessary to protect against and prevent breach, violation, outage, destruction, loss, unauthorized distribution, use, disruption, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any IT Systems or Data in its possession or control used in connection with the operation of the Company’s and its subsidiaries’ businesses (“Breach”). There has been no such Breach except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries have not been notified of and have no knowledge of any event or condition that would reasonably be expected to result in, any Breach, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

IT Systems. To Except as would not, individually or in the knowledge aggregate, result in a Material Adverse Change, the Company reasonably believes that (i) each of the CompanyCompany and the Subsidiaries owns or has a valid right to access and use all computer systems, there networks, hardware, software, databases, websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the business of the Company and the Subsidiaries (the “Company IT Systems”), (ii) the Company IT Systems are adequate for, and operate and perform as required in connection with, the operation of the business of the Company as currently conducted and (iii) each of the Company and the Subsidiaries has implemented reasonable backup, security and disaster recovery technology consistent with applicable regulatory standards. . There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its Subsidiaries’ any Subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their its respective customers, employees, suppliers, vendors and any third-third party data maintained, processed maintained by 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 Subsidiariesit), equipment or technology (collectively, “IT Systems and Data”), except in each case, as would not reasonably be expected to have not, individually or in the aggregate, result in a Material Adverse EffectChange, and (By) the Company and its the Subsidiaries have not been notified of, and have has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their its IT Systems and Data; Data; (ii) the Company and its the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, result in a Material Adverse Change; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and technological safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices. . The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Representative’s request. . Neither the Company nor any of its Subsidiaries or affiliates is customary for subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. . Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business or as required now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by applicable regulatory standards; the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the IT Systems current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and Data are adequate foramounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. . The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Charter or the laws of its state of incorporation that is or could become applicable as a result of the Underwriters and the Company fulfilling their obligations or exercising their rights under this Agreement, the Exchange Agreement, the Lock-Up Agreements, and operate and perform in all material respects as required any other documents or agreements executed in connection with the operation of the businesses 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 corruptantstransactions contemplated hereunder.

IT Systems. To Except as disclosed in the Registration Statement and the Prospectus, (i)(x) to the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its Subsidiaries’ subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third-third party data maintained, processed maintained by 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 Subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”), except in each case, as would not reasonably be expected ) requiring notice to have a Material Adverse Effect, any third party under applicable state or federal law and (By) the Company and its Subsidiaries subsidiary have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; Data requiring notice to any third party under applicable state or federal law; (ii) the Company and its Subsidiaries have implemented commercially reasonable controlssubsidiary are presently in compliance with all applicable laws or statutes and all judgments, policiesorders, procedures rules and technological safeguards regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to maintain and protect the integrity, continuous operation, redundancy privacy and security of their IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as is customary for would not, in the Company’s business case of this clause (ii), individually or as required by applicable regulatory standards; in the aggregate, have a Material Adverse Effect; and (iii) the IT Systems Company and Data are adequate for, its subsidiary have used commercially reasonable efforts to implement backup and operate disaster recovery technology consistent with industry standards and perform in all material respects as required in connection with the operation of the businesses practices. Any certificate signed by an officer of the Company and its Subsidiaries delivered to Cxxxx or to counsel for Cxxxx shall be deemed to be a representation and warranty by the Company to Cxxxx as currently conductedto the matters set forth therein. The Company acknowledges that Cxxxx and, free for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and clear counsel to Cxxxx, will rely upon the accuracy and truthfulness of all material bugs, errors, defects, Trojan horses, time bombs, malware the foregoing representations and other corruptantshereby consents to such reliance.

IT Systems. To Except as disclosed in the Registration Statement and the Prospectus, (i)(x) to the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its Subsidiaries’ subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third-third party data maintained, processed maintained by 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 Subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”), except in each case, as would not reasonably be expected ) requiring notice to have a Material Adverse Effect, any third party under applicable state or federal law and (By) the Company and its Subsidiaries subsidiary have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; Data requiring notice to any third party under applicable state or federal law; (ii) the Company and its Subsidiaries have implemented commercially reasonable controlssubsidiary are presently in compliance with all applicable laws or statutes and all judgments, policiesorders, procedures rules and technological safeguards regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to maintain and protect the integrity, continuous operation, redundancy privacy and security of their IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as is customary for would not, in the Company’s business case of this clause (ii), individually or as required by applicable regulatory standards; in the aggregate, have a Material Adverse Effect; and (iii) the IT Systems Company and Data are adequate for, its subsidiary have used commercially reasonable efforts to implement backup and operate disaster recovery technology consistent with industry standards and perform in all material respects as required in connection with the operation of the businesses practices. Any certificate signed by an officer of the Company and its Subsidiaries delivered to Cowen or to counsel for Cowen shall be deemed to be a representation and warranty by the Company to Cowen as currently conductedto the matters set forth therein. The Company acknowledges that Cowen and, free for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and clear counsel to Cowen, will rely upon the accuracy and truthfulness of all material bugs, errors, defects, Trojan horses, time bombs, malware the foregoing representations and other corruptantshereby consents to such reliance.

IT Systems. To the knowledge of (i)(x) to the Company’s knowledge, there has been no material security breach or incident, unauthorized access or disclosure, or other material compromise of or relating to any of the Company’s or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third-third party data maintained, processed maintained by 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 Subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”), except in each case, as would not reasonably be expected to have a Material Adverse Effect, ) and (By) the Company and its Subsidiaries have has not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or incident, unauthorized access or disclosure or other material compromise to their IT Systems and Data; Data; (ii) the Company is presently in compliance with all applicable laws or statutes and its Subsidiaries have implemented commercially reasonable controlsall judgments, policiesorders, procedures rules and technological safeguards regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to maintain and protect the integrity, continuous operation, redundancy privacy and security of their IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as is customary for would not, in the Company’s business case of this clause (ii), individually or as required by applicable regulatory standards; in the aggregate, result in a Material Adverse Effect; and (iii) the IT Systems Company has implemented (either directly, or indirectly through third party intermediary service providers) backup and Data disaster recovery technology consistent with industry standards and practices. As used in this Agreement, references to matters being “material” with respect to the Company or any matter relating to the Company shall mean a material item, event, change, condition, status or effect related to the financial condition, properties, assets (including intangible assets), liabilities, business, prospects (as such prospects are adequate fordisclosed or described in the Prospectus, but subject to the risk factors and operate and perform in all material respects as required in connection with the operation other disclosures set forth or incorporated by reference therein), operations or results of the businesses operations of the Company and its Subsidiaries Subsidiaries, taken as currently conducteda whole. As used in this Agreement, free the term “knowledge of the Company” (or similar language) shall mean the knowledge of the executive officers of the Company, with the assumption that such executive officers shall have made reasonable and clear diligent inquiry of all material bugsthe matters presented (with reference to what is customary and prudent for the applicable individuals in connection with the discharge by the applicable individuals of their duties as executive officers or directors of the Company). Any certificate signed by an officer of the Company and delivered to the Agents or to counsel for the Agents pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company, errorsas applicable, defects, Trojan horses, time bombs, malware and other corruptantsto the Agents as to the matters set forth therein.