Cybersecurity and Data Privacy. The Company and the Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, 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 its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and the 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 IT Systems and data (including all Personal Data (as defined below) that is in the Company’s possession, and sensitive, confidential or regulated data (collectively, the “Confidential Data”)) used in connection with their businesses, and 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 Systems and Confidential Data from unauthorized use, access, misappropriation or modification. “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 Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal data” as defined by General Data Protection Regulation, and (v) any other piece of information that allows the identification of such natural person.
Cybersecurity and Data Privacy. The Company’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, 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 Issuer 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 Company has 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 IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and 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 is 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. The Company has taken all necessary actions to comply with the European Union General Data Protection Regulation and all other applicable laws and regulations with respect to Personal Data that have been announced as of the date hereof as becoming effective within 12 months after the date hereof, and for which any non-compliance with same would be reasonably likely to create a material liability.
Cybersecurity and Data Privacy. (i)(x) To the knowledge of the Company, there has been no (A) security breach, (B) unauthorized destruction, loss, distribution, use, access, disablement or modification, or (C) misappropriation or other compromise or misuse (each of the foregoing subsections (A)-(C), a “Breach”) of or relating to any of the Company’s or its subsidiaries’ respective information technology or computer systems, networks, hardware, software, data (including Personal Data (as defined below) and the data of its customers, employees, suppliers, vendors and any third party data maintained by or on behalf of the Company or any of its subsidiaries), equipment or technology (collectively, the “IT Systems and Data”) and (y) neither the Company nor any of its subsidiaries has been notified of, or has any knowledge of, any event or condition that would reasonably be expected to result in, any Breach of the IT Systems and Data, except as would not, in the case of this clause (i), individually or in the aggregate, have a material adverse effect; (ii) the Company and each of its subsidiaries has complied, and is presently in compliance, with all (A) applicable laws and statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority and (B) internal and external-facing policies and (C) contractual obligations, in each case relating to (x) the collection, use, transfer, import, export, storage, protection, disposal and/or disclosure of personally identifiable, household, confidential or regulated data or information (“Data Security Obligations”, and such data and information, “Personal Data”), (y) the privacy and security of the IT Systems and Data or (z) the protection of the IT Systems and Data from any Breach, except as would not, in the case of this clause (ii), individually or in the aggregate, have a material adverse effect; (iii) the Company and each of its subsidiaries has taken commercially reasonable steps to protect the IT Systems and Data, including by establishing, maintaining, implementing and complying with reasonable information technology, information security, cyber security and data protection controls, policies and procedures and technology, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans, that the Company reasonably believes are consistent with industry standards and practices and are designed to protect agains...
Cybersecurity and Data Privacy. Each of the SU Entities has implemented commercially reasonable measures to protect (i) the confidentiality, integrity and security of Personal Data; and (ii) the integrity, security and availability of the IT Assets. Each of the SU Entities have been, and the ownership and operation of the IT Assets has been, in compliance in all material respects with all applicable Data and Operational Security Requirements. Each of the SU Entities have entered into customary contractual arrangements with third Persons maintaining or processing Personal Data on their behalf with respect to compliance with applicable Data and Operational Security Requirements. To the Knowledge of SU, since January 1, 2014, there has been no material loss, damage, or unauthorized use, modification, or disclosure of any Confidential Information or Personal Data in the possession, custody or control of any of the SU Entities, nor any material unauthorized access to, or any material breach of security of, any IT Assets. The SU Entities have not received notice of or been required to provide notice of, and the NTX Assets and the Subject NTX Operations have not been subject to, any Legal Proceeding or, to the Knowledge of SU, threatened Legal Proceeding regarding, (i) Personal Data, or (ii) the actual or alleged violation of any applicable Data and Operational Security Requirements.
Cybersecurity and Data Privacy. The Company’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases, if any (collectively, “Technology 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, is free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. To the Company's knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to its Technology Systems, 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 has not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the 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, transfer, export, storage, protection, disposal or disclosure by the Company of Personal Data collected from or provided by third parties (collectively, 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 its privacy policies, third-party obligations, industry standards regarding Personal Data and reasonable protection of the security and confidentiality of all Personal Data (collectively, the “Privacy Policies”). 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.
Cybersecurity and Data Privacy. (a) The Company Entities and any Subsidiaries thereof materially comply with, and have since January 1, 2018 materially complied with, (i) applicable Law relating to the rights of any Person with respect to Personal Information, including the Processing of Personal Information (collectively, “Privacy Law”), and (ii) external written data privacy policies of the Seller Parties, Company Entities and or any Subsidiaries of the Company Entities, as applicable, with respect to the Processing of Personal Information (“Company Privacy Commitments”).
(b) The Company Entities and any Subsidiaries thereof have implemented and maintain reasonable written security procedures and practices designed to protect Personal Information processed by the Company Entities and any Subsidiaries thereof from loss, theft, unauthorized access, use, disclosure or modification.
(c) Since January 1, 2018 to the date of this Agreement, to Sellers’ Knowledge, no material breach, security incident or violation of any data security policy in relation to any Personal Information Processed by or on behalf of the Company Entities and any Subsidiaries thereof has occurred or is threatened, and there has been no material unauthorized or illegal Processing of any such Personal Information.
(d) From January 1, 2018 to the date of this Agreement, the Company Entities and any Subsidiaries thereof have not been named in any Action, nor have they received since January 1, 2018 any written notice, written communication, warrant, regulatory opinion, audit result or written allegation from a Governmental Authority or any other Person alleging or confirming material non-compliance by a Company Entity with a relevant requirement of Privacy Law or Company Privacy Commitments.
Cybersecurity and Data Privacy. (a) The Group Companies are and have been in compliance in all material respects with all applicable data privacy, data security, cybersecurity and data protection laws, regulations, internal and external policies and contractual requirements.
(b) The Group Companies have implemented, and required that its third party vendors implement, adequate policies and commercially reasonable security (i) regarding the collection, use, disclosure, retention, processing, transfer, confidentiality, integrity and availability of personal information (including Protected Health Information as defined under HIPAA) and business proprietary or sensitive information, in their possession, custody or control, or held or processed on their behalf, and (ii) regarding the integrity and availability of the Group Companies’ IT Assets.
(c) The Group Companies have not received any notice of any claims, investigations or alleged violations of law, regulation or contract with respect to personal information (including Protected Health Information as defined under HIPAA) or information security-related incidents, nor have the Group Companies notified in writing, or been required by applicable law, regulation or contract to notify in writing, any person or entity of any personal information or information security-related incident.
(d) The consummation of the transactions contemplated by this Agreement will not result in any violation of any data privacy or cybersecurity laws.
Cybersecurity and Data Privacy. A. PBN shall implement technologically and commercially reasonable security and back up measures with regard to the Templates and User Data. PBN shall not make any material adverse changes in these security practices, as they apply to [Subscriber], without prior notice to [Subscriber]. PBN shall notify [Subscriber] promptly of any confirmed security incident or other security or similar breach affecting [Subscriber]’s use of or access to any of [Subscriber]’s purchased Service Packages, Consulting and Developer Support or a la carte services, or the availability of the LHI or PBN Sites to [Subscriber] Users. Upon request, PBN shall provide regular updates to [Subscriber] regarding the nature and severity of such security incident or other breach. PBN will not operate the hardware, software and computer network connection used to provide the LHI Site in violation of any applicable law, statute, ordinance or regulation.
Cybersecurity and Data Privacy. (a) Except as would not, individually or in the aggregate, be material to the Company Entities, taken as a whole, in the past three (3) years, each Company Entity has complied with all Privacy Legal Requirements.
(b) Except as would not, individually or in the aggregate, be material to the Company Entities, taken as a whole, since January 1, 2020, no Company Entity has (i) been subject to any Action regarding its collection, storage, transfer, maintenance or use of any Personal Data and there are no such Actions pending or, to Seller’s Knowledge, threatened related to any applicable Privacy Legal Requirements or (ii) notified, or been legally required to provide any notices to any Governmental Authority, data subjects or individuals in connection with a breach, loss or disclosure of, or unauthorized access to, Personal Data. The following definitions shall apply: (A) “Personal Data” means (i) any information relating to an identified or identifiable natural person or that is reasonable capable of being used to identify a natural person or (ii) any piece of information considered “personally identifiable information,” “personal information”, “personal data” or other comparable term under applicable Information Privacy Laws. (B) “Sensitive Information” means confidential and proprietary information of any Company Entity or of a third party in the possession or control of any Company Entity, including Personal Data.
Cybersecurity and Data Privacy. (i) Since January 1, 2015, to the Knowledge of the Company and except as would not reasonably be likely to have a Company Material Adverse Effect: (A) the Company and its Subsidiaries have implemented commercially reasonable backup, data privacy, security and disaster recovery technology and procedures, (B) the Company and its Subsidiaries are in compliance with applicable Laws and Orders regarding the privacy and security of customer data, employee data and other Personal Data in their possession or under their control and are in compliance with their respective privacy policies, (C) neither the Company nor any of its Subsidiaries has received since the Applicable Date any written notice of any claims, investigations (including investigations by any Governmental Entity), or alleged violations of any Laws and Orders with respect to such Personal Data.
(ii) To the Knowledge of the Company and except as would not reasonably be likely to have a Company Material Adverse Effect, the Company’s and its Subsidiaries’ data privacy, information security and cybersecurity practices comply with (A) the Company’s data privacy, information security and cybersecurity policies and notices; (B) contractual requirements relating to information security, cybersecurity or the protection of Personal Data to which the Company is subject; and (C) applicable Laws and Orders.
(iii) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have implemented and, since January 1, 2015, have maintained reasonable and appropriate organizational, physical, administrative, and technical measures reasonable in the industry in which the Company operates to protect Personal Data or Information Systems in their possession or under their control against unauthorized access, acquisition, alteration, modification, or use. Without limiting the generality of the foregoing, the Company and its Subsidiaries have implemented a comprehensive written information security program that is designed to (A) identify internal and external risks to the security of the Company’s information and Information Systems; (B) implement, monitor, and improve reasonable and appropriate safeguards to control those risks; and (C) comply with applicable Laws and Orders.
(iv) To the Knowledge of the Company, since January 1, 2015, there have been no material breaches or security incidents related to its Information Systems, or any material misuse of, unauthorize...
