Common use of Cybersecurity Clause in Contracts

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 10 contracts

Samples: Securities Purchase Agreement (First Wave BioPharma, Inc.), Securities Purchase Agreement (First Wave BioPharma, Inc.), Securities Purchase Agreement (Ispire Technology Inc.)

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Cybersecurity. (i)(xA) 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 any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had that would, individually or could in the aggregate, reasonably be expected to have result in a Material Adverse Effect; and (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had that would, individually or could in the aggregate, reasonably be expected to have result in a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and all any judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 9 contracts

Samples: Underwriting Agreement (Triton International LTD), Underwriting Agreement (Triton International LTD), Underwriting Agreement (Textainer Group Holdings LTD)

Cybersecurity. (i)(x) There To the Company’s knowledge there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, in each case of clauses (x) and (y) that have or could would, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Aridis Pharmaceuticals, Inc.), Securities Purchase Agreement (Tharimmune, Inc.), Securities Purchase Agreement (Greenwich LifeSciences, Inc.)

Cybersecurity. (i)(x) There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had Data, except as would not, in the case of this clause (i), individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) the Company and the Subsidiaries are is 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 for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable controls, policies, procedures and safeguards to maintain and protect its material their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; data (including all personal, personally identifiable, sensitive, confidential or regulated data) used in connection with their businesses and (iv) the Company and the Subsidiaries have has implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 4 contracts

Samples: Underwriting Agreement (Gamida Cell Ltd.), Underwriting Agreement (Gamida Cell Ltd.), Underwriting Agreement (Gamida Cell Ltd.)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 4 contracts

Samples: Form Securities Purchase Agreement (Lucas GC LTD), Securities Purchase Agreement (NanoVibronix, Inc.), Securities Purchase Agreement (Dermata Therapeutics, Inc.)

Cybersecurity. (i)(x) There To the Company’s knowledge, there has been no material security breach or other compromise of or relating to any of the Company’s or any SubsidiarySubsidiary or any VIE’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have ), except for those as would not cause a Material Adverse Effect; , and (y) the Company and the Subsidiaries and the VIEs have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have that would cause a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries and the VIEs have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries and the VIEs have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Chanson International Holding), Securities Purchase Agreement (Chanson International Holding), Placement Agency Agreement (Chanson International Holding)

Cybersecurity. (i)(x) There Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Dutch Parties or any Subsidiary’s their subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Dutch Parties and any such data processed or stored by third parties on behalf of itthe Dutch Parties), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to ). Neither the Dutch Parties nor their subsidiaries have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would could reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Dutch Parties, and their subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company consistent with industry standards and the Subsidiaries practices, and, in all material respects, as required by applicable regulatory standards. The Dutch Parties and each of their 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 Data, except as would not, singly or in the aggregate be expected to result in a Material Adverse Effect, and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 4 contracts

Samples: Underwriting Agreement (Dutch Bros Inc.), Underwriting Agreement (Dutch Bros Inc.), Underwriting Agreement (Dutch Bros Inc.)

Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, (i)(xi)(A) There to the knowledge of the Company, there has been no material security breach or incident, or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and data-bases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (yB) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of 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 its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as as, in the case of this clause (ii), would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented appropriate controls, policies, procedures, and maintained technological safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and Data; Data reasonably consistent with industry standards and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariespractices, or as required by applicable regulatory standards.

Appears in 3 contracts

Samples: Underwriting Agreement (BKV Corp), Underwriting Agreement (BKV Corp), Underwriting Agreement (BKV Corp)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had ), except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; Effect and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Comstock Inc.), Securities Purchase Agreement (Comstock Inc.), Securities Purchase Agreement (Comstock Inc.)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had that would, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; Effect and (yi) the Company and the Subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, that would, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Notable Labs, Ltd.), Securities Purchase Agreement (Notable Labs, Ltd.), Securities Purchase Agreement (Notable Labs, Ltd.)

Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i)(xA) There to the Company’s knowledge, 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 any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had the Company and its subsidiaries have not been notified of, and have no knowledge of any event or could condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (y) , the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 3 contracts

Samples: Underwriting Agreement (Fiserv Inc), Underwriting Agreement (Fiserv Inc), Fiserv Inc

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had Data, except as would not, individually or could reasonably be expected in the aggregate for all such matters referred to in this clause (i), have a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with commercially reasonable industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Seelos Therapeutics, Inc.), Securities Purchase Agreement (Seelos Therapeutics, Inc.), Securities Purchase Agreement (Seelos Therapeutics, Inc.)

Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i)(xi) There to the Company’s knowledge, 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 any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (ii) which has had the Company and its subsidiaries have not been notified of, and have no knowledge of any event or could condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (y) , the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 3 contracts

Samples: Paying Agency Agreement (Global Payments Inc), Underwriting Agreement (Global Payments Inc), Underwriting Agreement (Global Payments Inc)

Cybersecurity. (i)(x) There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had other than any breach or could other compromise that did not have and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; , and (y) the Company and the Subsidiaries have has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries are is 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 for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have has implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have has implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 3 contracts

Samples: Underwriting Agreement (Hycroft Mining Holding Corp), Underwriting Agreement (Hycroft Mining Holding Corp), Underwriting Agreement (Hycroft Mining Holding Corp)

Cybersecurity. (i)(xi) There has been no security breach or incident, unauthorized access or disclosure, or other compromise (collectively, “incidents”) of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including including, without limitation, the data and information of its their respective customers, employees, suppliers, suppliers and vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of), and has no knowledge of except for any event or condition that would reasonably be expected to result in, any such security breach or incident, unauthorized access or disclosure, or other compromise to its of the IT Systems and Data which has had that would not, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) neither the Company nor its subsidiaries have been notified of, and have no knowledge of any event or condition that would result in, material incidents relating to their IT Systems and Data, except for any such security breach or incident, unauthorized access or disclosure, or other compromise of the IT Systems and Data that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards; and (iv) 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 Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to be so in compliance would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 3 contracts

Samples: Underwriting Agreement (Carvana Co.), Underwriting Agreement (Carvana Co.), Underwriting Agreement (Carvana Co.)

Cybersecurity. (i)(x) There To the Company’s knowledge there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except as would not, individually or could reasonably be expected in the aggregate for all such matters referred to in this clause (i), have a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with commercially reasonable industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Genprex, Inc.), Securities Purchase Agreement (Precipio, Inc.), Securities Purchase Agreement (Genprex, Inc.)

Cybersecurity. (i)(xA) There 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 any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, have a Material Adverse Effect; , or with respect to clause (ii) C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and the Subsidiaries 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 Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 3 contracts

Samples: Equity Distribution Agreement (National Health Investors Inc), Underwriting Agreement (National Health Investors Inc), Equity Distribution Agreement (National Health Investors Inc)

Cybersecurity. With such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect: (i)(xA) There 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 any Subsidiary’s of its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective tenants, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company or any of its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company or any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries have not nor any of its subsidiaries has been notified of, and has 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; and (C) the Company and its subsidiaries have implemented reasonably appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or and statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for to the extent such noncompliance as compliance failure would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 3 contracts

Samples: Underwriting Agreement (New Horizon Aircraft Ltd.), Underwriting Agreement (Biocept Inc), Underwriting Agreement (Biocept Inc)

Cybersecurity. (i)(x) There To the knowledge of the Company, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or Data, in each case, except as could not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 2 contracts

Samples: Underwriting Agreement (Actuate Therapeutics, Inc.), Underwriting Agreement (Actuate Therapeutics, Inc.)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; Effect and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its SubsidiariesSubsidiaries consistent with industry standards and practices.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Staffing 360 Solutions, Inc.), Securities Purchase Agreement (Staffing 360 Solutions, Inc.)

Cybersecurity. Except as disclosed in the General Disclosure Package and the Final Prospectus, (i)(xa)(i) There to the knowledge of the Company, there has been no security breach or incident, or other compromise of or relating to any of the Company’s, Endeavor’s or any Subsidiary’s their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and data-bases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (yii) the Company and its subsidiaries and, to the Subsidiaries knowledge of the Company, Endeavor and its subsidiaries, have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (iib) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as as, in the case of this clause (b), would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; and (iiic) the Company and the Subsidiaries its subsidiaries have implemented appropriate controls, policies, procedures, and maintained technological safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and Data; Data reasonably consistent with industry standards and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariespractices, or as required by applicable regulatory standards.

Appears in 2 contracts

Samples: Underwriting Agreement (Diamondback Energy, Inc.), Underwriting Agreement (Diamondback Energy, Inc.)

Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had except such as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; and (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of 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 its their IT Systems and Data which has had Data, in each case that would, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have taken commercially reasonable measures consistent with industry standards and practices to maintain and protect, in all material respects, the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations 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 for such noncompliance as where the failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 2 contracts

Samples: Underwriting Agreement (TJX Companies Inc /De/), Underwriting Agreement (TJX Companies Inc /De/)

Cybersecurity. (i)(xi) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customerstenants, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by or on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (ii) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of 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; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operations, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could as required by applicable regulatory standards, except, in the case of either clause (i) or (ii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or, with respect to clause (iii), where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the . The Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, modification except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 2 contracts

Samples: Boston Properties LTD Partnership, Boston Properties LTD Partnership

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had Data, except as would not, individually or could reasonably be expected in the aggregate, for all such matters referred to in this clause (i), have a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with commercially reasonable industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 2 contracts

Samples: Securities Purchase Agreement (NeuBase Therapeutics, Inc.), Securities Purchase Agreement (NeuBase Therapeutics, Inc.)

Cybersecurity. (i)(xA) There To the Manager’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the CompanyManager’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “subsidiaries IT Systems and Data”) which has had , except for any such security breach or could incident, unauthorized access or disclosure, or other compromise of the Manager’s or its subsidiaries’ IT Systems and Data that would not, individually or in the aggregate, reasonably be expected to have a Manager Material Adverse Effect; and (yB) neither the Company and the Subsidiaries Manager nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Manager and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had to be used in connection with the Manager’s method of operation set forth in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to do so would not, individually or could in the aggregate, reasonably be expected to have a Manager Material Adverse Effect; (ii) the Company . The Manager and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authorityGovernmental Entity, 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 for where such noncompliance as non-compliance would not, individually or in the aggregate, reasonably be expected to have a Manager Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 2 contracts

Samples: Underwriting Agreement (Claros Mortgage Trust, Inc.), Underwriting Agreement (Claros Mortgage Trust, Inc.)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except in each of clauses (i)(x) and (i)(y) as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Aterian, Inc.), Securities Purchase Agreement (Aterian, Inc.)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) ), which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data Data, which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sonnet BioTherapeutics Holdings, Inc.), Securities Purchase Agreement (Dermata Therapeutics, Inc.)

Cybersecurity. (i)(xA)(x) There To the best knowledge of the Company, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data processed, stored or maintained by or on behalf of itthe Company or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect); and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (iiB) to the best knowledge of the Company, the Company and the Subsidiaries its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules rules, regulations and regulations requirements of any court or arbitrator or governmental or regulatory authority, including the FFIEC IT Handbook, and internal policies and contractual obligations relating (the “Requirements”) related 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 for such noncompliance as would not, in the case of each of clause (A) and (B) above, individually or in the aggregate, have a Material Adverse Effect; (iiiC) the Company and the Subsidiaries its subsidiaries have implemented reasonable controls, policies, procedures, and maintained technological safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and Data; and (ivD) the Company and the Subsidiaries its subsidiaries have implemented data backup and disaster recovery technology which as the Company believes is appropriate generally deems reasonably adequate for the size and scope of the operations of the Company and its Subsidiariesbusiness.

Appears in 2 contracts

Samples: Underwriting Agreement (First Midwest Bancorp Inc), Underwriting Agreement (First Midwest Bancorp Inc)

Cybersecurity. (i)(x) There Except as described in the Registration Statement, the Prospectus and the Prospectus Supplement, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiarysubsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except, in each case, as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 1 contract

Samples: Securities Purchase Agreement (Baudax Bio, Inc.)

Cybersecurity. (i)(xA) There To the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third third-party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of), and has no knowledge of except for any event or condition that would reasonably be expected to result in, any such security breach or incident, unauthorized access or disclosure, or other compromise to of the Company’s or its subsidiaries’ IT Systems and Data which has had that would not, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; (iiB) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data to be used in connection with the Company’s method of operation set forth in the Registration Statement and the Prospectus, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authorityGovernmental Entity, 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 for where such noncompliance as non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 1 contract

Samples: Management Agreement (Claros Mortgage Trust, Inc.)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had ), except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; , and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes (including, but not limited to, the European Union General Data Protection Regulation and the Israeli Privacy Protection Regulations, Information, Security, 2017) and all applicable 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 1 contract

Samples: Market Offering Agreement (Can-Fite BioPharma Ltd.)

Cybersecurity. (i)(x) There Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) ). Neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would could reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the consistent with industry standards and practices, and, in all material respects, as required by applicable regulatory standards. The Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data Data, except as would not, singly or in the aggregate be expected to result in a Material Adverse Effect, and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (Catalyst Pharmaceuticals, Inc.)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had except in the case of each of clauses (i)(x) and (y), such as would not have or could reasonably be expected expect to have result in a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 1 contract

Samples: Securities Purchase Agreement (Holdco Nuvo Group D.G Ltd.)

Cybersecurity. To the Company’s knowledge, (i)(xi) There 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 any Subsidiary’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had ), except as would not, individually or could in the aggregate, reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, in each case that would, individually or in the aggregate, reasonably be expected to have a have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a have a Material Adverse Effect. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to be so in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 1 contract

Samples: Equity Distribution Agreement (RLJ Lodging Trust)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except in the case of each of clauses (i)(x) and (y), such as would not have or could reasonably be expected to have result in a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 1 contract

Samples: Securities Purchase Agreement (Enlivex Therapeutics Ltd.)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; Effect and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except as would not, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 1 contract

Samples: Securities Purchase Agreement (TOMI Environmental Solutions, Inc.)

Cybersecurity. (i)(xA) There Except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, 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 Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented commercially reasonable and appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company 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 Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (Tamboran Resources Corp)

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Cybersecurity. (i)(x) There has been no material security breach or other compromise of or relating to any of the Company’s or any Private Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have except for those as would not cause a Material Adverse Effect; , and (y) the Company and the Private Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have that would cause a Material Adverse Effect; (ii) the Company and the Private Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the iii)the Company and the Private Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Private Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 1 contract

Samples: Securities Purchase Agreement (Fortress Biotech, Inc.)

Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Supplement, and except as would not, individually or in the aggregate would have a Material Adverse Effect, (i)(x) There there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 1 contract

Samples: Underwriting Agreement (ClearSign Technologies Corp)

Cybersecurity. (i)(x) There Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or where the breach or compromise would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect , there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had except where such event or could condition would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 1 contract

Samples: ConforMIS Inc

Cybersecurity. (i)(xa) There there has been no security breach or incident, unauthorized access or disclosure, violations, outages or other compromise of or relating to any of the Company’s or any Subsidiary’s of its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem and all Personal Data (defined below), sensitive, confidential or regulated data), equipment or technology (collectively, “IT Systems and Data”) which has had or could that would reasonably be expected to have result in a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries take and have not taken commercially reasonable actions, including implementation and maintenance of commercially reasonable technical and organizational measures to protect (i) the security, integrity, availability and privacy of personal data in their possession, custody or control; and (ii) personal data in their possession, custody or control, from loss, theft, unauthorized access, use, disclosure, acquisition, modification or other processing (collectively, the “Security Policies”); and (z) neither the Company nor any of its subsidiaries have been notified of, and has no or have any 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 its IT Systems and Data which has had Data, except as would not, in the case of this clause (i), individually or could in the aggregate, be reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries are presently each of its subsidiaries have at all times been 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 for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented system backup and disaster recovery technology which procedures that are adequate for, in all material respects, the Company believes is appropriate for the size and scope operation of the operations business of the Company and its Subsidiariessubsidiaries as currently conducted.

Appears in 1 contract

Samples: Sales Agreement (Cellectis S.A.)

Cybersecurity. Except as would not individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and except as otherwise set forth in the Registration Statement, the Prospectus and the General Disclosure Package, (i)(xx) There to the knowledge of the Company and the Operating Partnership, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; of the Company and its subsidiaries, and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data. The Company, the Operating Partnership and their subsidiaries’ IT Systems and Data which has had are adequate for, and operate and perform as required in connection with the operation of the business of the Company, the Operating Partnership and their subsidiaries, free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; (ii) there have been no (A) breaches, violations, outages or unauthorized uses of or accesses (collectively, “Breaches”) to any IT Systems and Data or of any personal, personally identifiable, sensitive, confidential or regulated data (such data, “Personal Data”), as applicable, (B) incidents that are or should have been under internal review, or investigations relating to any Breaches, and (C) events or conditions that could reasonably be expected to have a Material Adverse Effectresult in any Breach; and (iiiii) the Company Company, the Operating Partnership and the Subsidiaries their 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 authorityauthority (including the European Union General Data Protection Regulation (and all other applicable laws and regulations with respect to IT Systems and Data or Personal Data)), internal policies policies, industry standards (including PCI-DSS) and contractual obligations relating to the privacy and security of IT Systems and Data or Personal Data and to the protection of such IT Systems and Data or Personal Data from unauthorized use, access, misappropriation or modification, except for such noncompliance . Except as would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; : (iiia) the Company Company, the Operating Partnership and their subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices, and (b) the Subsidiaries Company, the Operating Partnership and their subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable controls, policies, procedures, and safeguards to maintain and protect its material their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data (including all Personal Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariesused in connection with their businesses.

Appears in 1 contract

Samples: Terms Agreement (Independence Realty Trust, Inc.)

Cybersecurity. (i)(x) There Except as described in the Registration Statement and the Prospectus, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data, except for, in either (x) or (y) above, any such security breach or other compromise of the Company’s or its subsidiaries’ IT Systems and Data which has had that would not be reasonably expected to, individually or could reasonably be expected to in the aggregate, have a Material Adverse Effect; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations practices. Any certificate signed by any officer of the Company and its Subsidiariesdelivered to BMOCM or to counsel for BMOCM shall be deemed a representation and warranty by the Company, as the case may be, to BMOCM as to the matters covered thereby.

Appears in 1 contract

Samples: Equity Distribution Agreement (DXP Enterprises Inc)

Cybersecurity. (i)(xA) There To the knowledge of the Company and its subsidiaries, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of the Company or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, websites, applications, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which other than those that were resolved without material cost or liability; (B) there has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its their IT Systems and Data which has had and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or could reasonably be expected as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, have a Material Adverse Effect; , or with respect to clause (ii) C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and the Subsidiaries its subsidiaries are presently in material compliance with all currently applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (Adobe Inc.)

Cybersecurity. Except as disclosed in the Registration Statement and the Prospectus, (i)(x) There there has been no security breach or incident, unauthorized access or disclosure, violations, outages or other compromise of or relating to any of the Company’s or any Subsidiary’s of its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthem and all Personal Data (defined below), sensitive, confidential or regulated data), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor any of its subsidiaries have not been notified of, and has no or have any 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 its IT Systems and Data which has had Data, except as would not, in the case of this clause (i), individually or could in the aggregate, be reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries are presently each of its subsidiaries have at all times been 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 for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented system backup and disaster recovery technology which the Company believes is appropriate for the size procedures consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 1 contract

Samples: Open Market Sale (Translate Bio, Inc.)

Cybersecurity. (i)(xi) There As of the date of this Agreement, (x) to the Company’s knowledge, there has been no material security breach or other material compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and the Subsidiaries are presently are, as of the date of this Agreement, 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 for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Applied Digital Corp.)

Cybersecurity. (i)(xi) (a) There has have been no security breach breaches, incidents, violations, outages, compromises, or other compromise unauthorized uses of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of itthe Company or such Subsidiary), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (yb) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse EffectData; (ii) the Company and 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 for such noncompliance except, in the case of clauses (i) and (ii) herein, as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable controls, policies, procedures, and safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which consistent with industry standards and practices. The Company’s and each Subsidiaries’ IT Systems and Data operate and perform in all material respects as required in connection with the Company believes is appropriate for the size and scope operation of the operations business of the Company and its Subsidiariesthe Subsidiaries as currently conducted.

Appears in 1 contract

Samples: Share Purchase Agreement (MediWound Ltd.)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; , and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiaries.practices. (jj)

Appears in 1 contract

Samples: Securities Purchase Agreement (Virax Biolabs Group LTD)

Cybersecurity. (i)(xi) There (x) Except as disclosed in the Registration Statement and the Prospectus, or where the breach or compromise would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its their respective customers, employees, suppliers, vendors and any third party data processed or maintained by or on behalf of itthem), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had except where such event or could condition would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards; and (iii) the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, in the case of this clause (iii), individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 1 contract

Samples: Distribution Agency Agreement (Canadian Solar Inc.)

Cybersecurity. (i)(x) There Except as described in the Registration Statement, the Pricing Prospectus and the Prospectus, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiarysubsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except, in each case, as would not, individually or could reasonably be expected to in the aggregate, have a Material Maaterial Adverse Effect; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 1 contract

Samples: Securities Purchase Agreement (Baudax Bio, Inc.)

Cybersecurity. (i)(xA) There To the knowledge of the Company and except where the impact would not reasonably be expected to result in a Material Adverse Effect, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has each of them have no knowledge of any event or condition that would could reasonably be expected expect to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries 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 Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, ; except for such noncompliance in each case as would not, individually singly or in the aggregate, be reasonably expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (Southeastern Grocers, Inc.)

Cybersecurity. (i)(xA)(i) There To the knowledge of the Corporation, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of of, or relating to any of the CompanyCorporation’s or any Subsidiary’s and its Material Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Corporation and its Material Subsidiaries, and any such data processed or stored by third parties on behalf of itthe Corporation and its Material Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) which has had or could ), except such as would not reasonably be expected to have to, individually or in the aggregate, result in a Material Adverse Effect; Effect and (yii) the Company Corporation and the its Material Subsidiaries have not been notified of, and has 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 its their IT Systems and Data which has had or could reasonably be expected to have a Material Adverse Effectin any material respect; (iiB) the Company Corporation and the its Material 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 for where the failure to be in such noncompliance as compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iiiC) the Company Corporation and the its Material Subsidiaries have implemented appropriate controls, policies, procedures, and maintained technological safeguards the Company believes to be commercially reasonable that are designed to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and Data; Data reasonably consistent with industry standards and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiariespractices, or as required by applicable regulatory standards.

Appears in 1 contract

Samples: Underwriting Agreement (Colliers International Group Inc.)

Cybersecurity. (i)(xA) There 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 Company or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to as required by applicable regulatory standards, except in the case of each of (A) and (B) above, for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, have a Material Adverse Effect; , or in the case of (ii) C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and the Subsidiaries 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 Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 1 contract

Samples: Central Garden & Pet Co

Cybersecurity. (i)(x) There has been no material security breach or other compromise of or relating to any of the Company’s or any Private Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have except for those as would not cause a Material Adverse Effect; , and (y) the Company and the Private Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to its IT Systems and Data which has had or could reasonably be expected to have that would cause a Material Adverse Effect; (ii) the Company and the Private Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Private Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Private Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 1 contract

Samples: Securities Purchase Agreement (Fortress Biotech, Inc.)

Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Trust or any the Subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Trust or the Subsidiary, and any such data processed or stored by third parties on behalf of itthe Trust or the Subsidiary), equipment or technology (collectively, “IT Systems and Data”) which has had or could except in each case as would not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect; and , (yB) the Company Trust and the Subsidiaries Subsidiary have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to its IT Systems and Data which has had or could reasonably be expected and (C) to have a Material Adverse Effect; (ii) the Company Trust and the Subsidiaries Subsidiary’s knowledge, the Trust and the Subsidiary have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of its IT Systems and Data reasonably consistent in all material respects with industry standards and practices, or as required by applicable regulatory standards. To the Trust and the Subsidiary’s knowledge, the Trust and the Subsidiary 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 Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (BlackRock ESG Capital Allocation Trust)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data which has had Data, except as would not, individually or could reasonably be expected in the aggregate for all such matters referred to in this clause (i), have a Material Adverse Effect; (ii) the Company and 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 for such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations of the Company and its Subsidiariespractices.

Appears in 1 contract

Samples: Underwriting Agreement (Gaia, Inc)

Cybersecurity. (i)(x) There Except as described in the Registration Statement and the Prospectus, there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) which has had or could reasonably be expected to have a Material Adverse Effect; and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data, except for, in either (x) or (y) above, any such security breach or other compromise of the Company’s or its subsidiaries’ IT Systems and Data which has had or could that would not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries its subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size consistent with industry standards and scope of the operations practices. Any certificate signed by any officer of the Company and its Subsidiariesdelivered to BMOCM or to counsel for BMOCM shall be deemed a representation and warranty by the Company, as the case may be, to BMOCM as to the matters covered thereby.

Appears in 1 contract

Samples: Distribution Agreement (Designer Brands Inc.)

Cybersecurity. (i)(xA) 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 any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (Choiceone Financial Services Inc)

Cybersecurity. (i)(xA) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or any Subsidiary’s its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of itthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would singly, or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the Subsidiaries its subsidiaries have not been notified ofimplemented appropriate controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (Fox Factory Holding Corp)

Cybersecurity. (i)(xA) There To the knowledge of the Company, there has been no security breach breach, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or any Subsidiary’s its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of its their respective customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries) and any such data processed or stored by third parties on behalf of it)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (B) which has had neither the Company nor its Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (yC) the Company and the its Subsidiaries have not been notified ofimplemented controls, policies, procedures, and has no knowledge technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its their IT Systems and Data which has had reasonably consistent with industry standards and practices, or could reasonably be expected to have a Material Adverse Effect; (ii) the as required by applicable regulatory standards. The Company and the its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as where the failure to do so would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained safeguards the Company believes to be commercially reasonable to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology which the Company believes is appropriate for the size and scope of the operations of the Company and its Subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (MetroCity Bankshares, Inc.)

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