Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise relating to the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory 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.
Appears in 11 contracts
Sources: Underwriting Agreement (Triton International LTD), Underwriting Agreement (Triton International LTD), Underwriting Agreement (Triton International LTD)
Cybersecurity. The Company’s computer and information technology equipment hardware, software, websites, systems and networks (Acollectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has implemented and maintained commercially reasonable controls, policies, procedures and safeguards to protect their material confidential information and all other personal, personally-identifiable, sensitive or regulated data or information in their possession or under their control (collectively “Data”) from unauthorized access, use, misappropriation, disclosure, modification, encryption or destruction, and to maintain the integrity, security, continuous operation and redundancy of the IT Systems. There has been no security breach or incident, unauthorized access or disclosureof, or other unauthorized access to or compromise relating of, the IT Systems (an “Incident”), except for those that have been remedied without material cost or liability or the duty to the Company’s notify any persons or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesentities, and any such data processed there have been no suspected Incidents that are currently under internal review or stored by third parties on behalf of the investigations. The Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) neither the Company nor its subsidiaries have has not been notified of, and each of them have has 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, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented appropriate controlsin, policies, procedures, and technological safeguards an Incident or any other unauthorized access to maintain and protect the integrity, continuous operation, redundancy and security or compromise of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standardsany Data. The Company and its subsidiaries are is presently in compliance, in all material compliance respects, with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of the IT Systems and Data and to the protection of such IT Systems and Data from unauthorized access, use, accessmisappropriation, misappropriation disclosure, modification, encryption or modificationdestruction.
Appears in 10 contracts
Sources: Underwriting Agreement (APx Acquisition Corp. I), Underwriting Agreement (APx Acquisition Corp. I), Underwriting Agreement (Compass Digital Acquisition Corp.)
Cybersecurity. (Ai)(x) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiaries’ any Subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their its respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesit), equipment or technology (collectively, “IT Systems and Data”) that would, individually which has had or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; and (By) neither the Company nor its subsidiaries and the Subsidiaries have not been notified of, and each of them have has no knowledge of any event or condition that could would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their its IT Systems and Data that would, individually which has had or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; and (Cii) 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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
Sources: Securities Purchase Agreement (First Wave BioPharma, Inc.), Securities Purchase Agreement (First Wave BioPharma, Inc.), Securities Purchase Agreement (Ispire Technology Inc.)
Cybersecurity. With such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect: (A) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s or any of its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and or any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and or any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (B) neither the Company nor any of its subsidiaries have has been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or and statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 9 contracts
Sources: Underwriting Agreement (Innovative Industrial Properties Inc), Underwriting Agreement (Innovative Industrial Properties Inc), Placement Agency Agreement (NewLake Capital Partners, Inc.)
Cybersecurity. Except where the impact of which would not reasonably be expected to result in a Material Adverse Effect, (A) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could reasonably be excepted to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 where the failure to maintain such compliance would not reasonably be excepted to result in a Material Adverse Effect.
Appears in 8 contracts
Sources: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)
Cybersecurity. (Ai)(x) 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 its subsidiaries’ any Subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their its respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesit), equipment or technology (collectively, “IT Systems and Data”) 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, in each case of clauses (x) and (y) that have or would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Cii) 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained 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 consistent with industry standards and practices.
Appears in 8 contracts
Sources: Securities Purchase Agreement (Tharimmune, Inc.), Securities Purchase Agreement (Tharimmune, Inc.), Securities Purchase Agreement (Tharimmune, Inc.)
Cybersecurity. (A) There To the knowledge of the Transaction Entities, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Transaction Entities’ or its any of their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including but not limited to the personally identifiable information, confidential or regulated data and information of their respective customerstenants, employees, suppliers, vendors and any third party data data, maintained, processed or stored by the Company and its Transaction Entities or any of their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Transaction Entities or any of their respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would), individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) neither the Company Transaction Entities nor its any of their respective subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) the Company Transaction Entities and its their respective subsidiaries have implemented appropriate controls, policies, procedures, 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 in cases of (A) and (B), for such breaches, incidents, access, disclosures, compromises, notifications, events or conditions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company Transaction Entities and its each of their respective subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries authority, company policies (internal and (iiposted) 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.
Appears in 7 contracts
Sources: Underwriting Agreement (JOSS Realty REIT, Inc.), Underwriting Agreement (Postal Realty Trust, Inc.), Underwriting Agreement (Postal Realty Trust, Inc.)
Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (Ai) 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 the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and or its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (Bii) neither the Company nor any of its subsidiaries have has been notified of, and each of them have has no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Ciii) 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. The Company and its subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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. Any certificate signed by an officer of the Company and delivered to the Underwriters or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters set forth therein.
Appears in 7 contracts
Sources: Underwriting Agreement (Affiliated Managers Group, Inc.), Underwriting Agreement (Affiliated Managers Group, Inc.), Underwriting Agreement (Affiliated Managers Group, Inc.)
Cybersecurity. (A) 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 the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) except for any such security breach or incident, unauthorized access or disclosure, or other compromise of the Company’s or its subsidiaries’ IT Systems and Data that wouldwould not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect protect, in all material respects, 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 where failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 7 contracts
Sources: Atm Equity Offering Sales Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.)
Cybersecurity. (A) There To the knowledge of the Company, there has been no security breach or incidentbreach, unauthorized access or disclosure, or other compromise relating to of any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, Subsidiaries) and any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) ), that would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries 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 incidentbreach, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Sources: Underwriting Agreement (Horizon Bancorp Inc /In/), Underwriting Agreement (Eagle Financial Services Inc), Underwriting Agreement (Financial Institutions Inc)
Cybersecurity. Except as would not, singly or in the aggregate, result in a Material Adverse Effect (A) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Transaction Entities or its subsidiaries’ their subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective operators, tenants, customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company Transaction Entities and its their subsidiaries, and and, to the knowledge of the Transaction Entities, any such data processed or stored by third parties on behalf of the Company Transaction Entities and its their subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would), individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) neither the Company Transaction Entities nor its their 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (CB) the Company Transaction Entities and its 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 reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company Transaction Entities and its their subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 5 contracts
Sources: Underwriting Agreement (American Healthcare REIT, Inc.), Atm Equity Offering Sales Agreement (American Healthcare REIT, Inc.), Atm Equity Offering Sales Agreement (American Healthcare REIT, Inc.)
Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, (Ai)(A) There to the knowledge of the Company, there has been no material security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases data-bases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (B) neither the Company nor and its subsidiaries have not been notified of, and each of them have no knowledge of of, any event or condition that could would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; (ii) the Company and its subsidiaries 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 that wouldand to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as, in the case of this clause (ii), would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (Ciii) 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory 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.
Appears in 5 contracts
Sources: Underwriting Agreement (BKV Corp), Underwriting Agreement (BKV Corp), Underwriting Agreement (BKV Corp)
Cybersecurity. Except as disclosed in the Registration Statement and the Prospectus: (A) There to the knowledge of the Company, there has been no security breach or incidentbreach, unauthorized access or disclosure, or other compromise relating to of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any vendors, or other third party data maintained, processed maintained or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), or equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (B) neither the Company nor its subsidiaries have been notified of, and each of them have has no knowledge of of, any event or condition that could would result in, in any security breach or incidentbreach, unauthorized access or disclosure disclosure, or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, 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 as required by applicable regulatory standards, except with respect to (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 (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The To the knowledge of the Company, the Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s Governmental Entity, internal policies and contractual obligations relating to the privacy and security of their IT Systems and Data and to the protection of such IT Systems and Data from any material unauthorized use, access, misappropriation or modification. Any certificate signed by any officer of the Company delivered to the Agent, the Forward Purchaser, any Alternative Agent, the affiliated forward purchaser of any Alternative Agent or to their counsel shall be deemed a representation and warranty by the Company and the Operating Partnership to the Agent, the Forward Purchaser, each Alternative Agent and each affiliated forward purchaser thereof as to the matters covered thereby.
Appears in 5 contracts
Sources: At Market Issuance Sales Agreement (Physicians Realty L.P.), At Market Issuance Sales Agreement (Physicians Realty L.P.), At Market Issuance Sales Agreement (Physicians Realty L.P.)
Cybersecurity. (Ai)(x) There To the Company’s knowledge, there has been no material security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiaries’ any Subsidiary or any VIE’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their its respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesit), equipment or technology (collectively, “IT Systems and Data”) that would), individually or in the aggregate, reasonably be expected to result in except for those as would not cause a Material Adverse Effect; , and (By) neither the Company nor its subsidiaries and the Subsidiaries and the VIEs have not been notified of, and each of them have has no knowledge of any event or condition that could would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their its IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in would cause a Material Adverse Effect; and (Cii) 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries and the VIEs have implemented and maintained 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 consistent with industry standards and practices.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Meiwu Technology Co LTD), Securities Purchase Agreement (Chanson International Holding), Securities Purchase Agreement (Chanson International Holding)
Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (Ai) 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 the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and or its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (Bii) neither the Company nor any of its subsidiaries have has been notified of, and each of them have has no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Ciii) 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. The Company and its subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 5 contracts
Sources: Equity Distribution Agreement (Affiliated Managers Group, Inc.), Underwriting Agreement (Office Properties Income Trust), Underwriting Agreement (Office Properties Income Trust)
Cybersecurity. (A) 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 the Company’s Dutch Parties or its subsidiaries’ their subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, Dutch Parties and any such data processed or stored by third parties on behalf of the Company and its subsidiariesDutch Parties), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in ). Neither the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) neither the Company Dutch Parties nor its their subsidiaries have been notified of, and each of them have no knowledge of any event or condition that 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 that wouldData, individually except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; . The Dutch Parties, and (C) the Company and its 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 reasonably consistent with industry standards and practices, or and, in all material respects, as required by applicable regulatory standards. The Company Dutch Parties and its each of their subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 4 contracts
Sources: Underwriting Agreement (Dutch Bros Inc.), Underwriting Agreement (Dutch Bros Inc.), Underwriting Agreement (Dutch Bros Inc.)
Cybersecurity. (Ai)(x) There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (By) neither the Company nor its subsidiaries have has not been notified of, and each of them have no knowledge of any event or condition that could 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 that wouldData, except as would not, in the case of this clause (i), individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (Cii) 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. The Company and its subsidiaries are is presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data) used in connection with their businesses and the Company has implemented backup and disaster recovery technology consistent with industry standards and practices.
Appears in 4 contracts
Sources: Underwriting Agreement (Gamida Cell Ltd.), Underwriting Agreement (Gamida Cell Ltd.), Underwriting Agreement (Gamida Cell Ltd.)
Cybersecurity. (A) There has been no security breach or incidentbreach, unauthorized access or disclosure, or other compromise relating to of any of the Company’s or and its subsidiaries’ information technology and computer systems, networks, hardware, software, equipment or technology owned by the Company and its subsidiaries, or of any data and or databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and and, to their respective knowledge, any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that wouldresulted in, individually or in the aggregate, reasonably would be expected likely to result in in, a Material Adverse Effect; (B) 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, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; 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. The Company and its subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 4 contracts
Sources: Underwriting Agreement (Ryerson Holding Corp), Underwriting Agreement (Ryerson Holding Corp), Underwriting Agreement (Ryerson Holding Corp)
Cybersecurity. (A) There To the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise relating to of any of the Company’s or its subsidiariesSubsidiaries’ or their vendors’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries or by third party vendors on their behalf), and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), their respective equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries Subsidiaries have been notified of, and each of them have no any 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, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonable 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 as required by applicable regulatory standards. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of all Bank Regulatory Authorities, any court or arbitrator or governmental governmental, regulatory or self-regulatory authority applicable to the Company agency or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Third Coast Bancshares, Inc.), Underwriting Agreement (Southern States Bancshares, Inc.), Underwriting Agreement (Southern States Bancshares, 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, (Ai) 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 the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (Bii) neither the Company nor and its subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (Ciii) 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. The 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, the Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Global Payments Inc), Underwriting Agreement (Global Payments Inc), Underwriting Agreement (Global Payments Inc)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries, and and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) ), that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, in any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries 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 would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries Subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 3 contracts
Sources: Underwriting Agreement (Veritex Holdings, Inc.), Underwriting Agreement (Independent Bank Group, Inc.), Underwriting Agreement (Veritex Holdings, Inc.)
Cybersecurity. With such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect: (A) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s or any of its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and or any of its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and or any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (B) neither the Company nor any of its subsidiaries have has been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (C) the Company and its subsidiaries have implemented reasonably appropriate controls, policies, procedures, 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or and statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 to the extent such compliance failure would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (New Horizon Aircraft Ltd.), Underwriting Agreement (Biocept Inc), Underwriting Agreement (Biocept Inc)
Cybersecurity. (A) 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 the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; 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 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 (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 3 contracts
Sources: Equity Distribution Agreement (National Health Investors Inc), Underwriting Agreement (National Health Investors Inc), Equity Distribution Agreement (National Health Investors Inc)
Cybersecurity. (Ai)(x) 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 its subsidiaries’ any Subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their its respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesit), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (By) neither the Company nor its subsidiaries and the Subsidiaries have not been notified of, and each of them have has no knowledge of any event or condition that could would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their its IT Systems and Data that wouldData, except as would not, individually or in the aggregateaggregate for all such matters referred to in this clause (i), reasonably be expected to result in have a Material Adverse Effect; and (Cii) 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained 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 consistent with commercially reasonable industry standards and practices.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Genprex, Inc.), Securities Purchase Agreement (Precipio, Inc.), Securities Purchase Agreement (Genprex, Inc.)
Cybersecurity. Except as disclosed in the SEC Reports, (Aa) 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 the Company’s Company or its subsidiaries’ Subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesSubsidiaries), equipment or technology (collectively, “IT Systems and Data”) that wouldthat, individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect; , (Bb) neither the Company nor its subsidiaries Subsidiaries have been notified in writing of, and each of them have and, to the Company’s knowledge, there is no knowledge of any presently existing event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that wouldthat, individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect; Effect and (Cc) the Company and its subsidiaries Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably 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 as required by applicable regulatory standardslaw. The Company and its subsidiaries Subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and applicable 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.
Appears in 2 contracts
Sources: Exchange Agreement (Teligent, Inc.), Exchange Agreement (Teligent, Inc.)
Cybersecurity. (A) 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 the CompanyManager’s or its subsidiaries IT Systems and Data, except for any such security breach or incident, unauthorized access or disclosure, or other compromise of the Manager’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) Data that wouldwould not, individually or in the aggregate, reasonably be expected to result in have a Manager Material Adverse Effect; (B) neither the Company Manager 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 that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (C) the Company Manager and its subsidiaries have implemented appropriate 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 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 in the aggregate, reasonably consistent with industry standards and practices, or as required by applicable regulatory standardsbe expected to have a Manager Material Adverse Effect. The Company Manager and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s Governmental 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 where such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Manager Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Claros Mortgage Trust, Inc.), Underwriting Agreement (Claros Mortgage Trust, Inc.)
Cybersecurity. (A) There To the knowledge of the Company and each of its subsidiaries, there has been no security breach or incident, unauthorized access or disclosure, or other compromise relating to of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; 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 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 (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Americold Realty Trust), Underwriting Agreement (Americold Realty Trust)
Cybersecurity. To the knowledge of the Partnership Parties, (Ai) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the CompanyPartnership or any of its subsidiary’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and Partnership or any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (Bii) neither none of the Company nor Partnership or any of its subsidiaries have has been notified of, and each of them have no to the knowledge of any the Partnership Parties, there has been no event or condition that could would be reasonably expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their any of the Partnership’s or any of its subsidiary’s respective IT Systems and Data that would, individually or in Data; (iii) each of the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) the Company Partnership 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 respective IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company ; and (iv) the Partnership and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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, with respect to clauses (i) through (iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (NuStar Energy L.P.), Underwriting Agreement (NuStar Energy L.P.)
Cybersecurity. (Ai) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customerstenants, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (Bii) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of of, any event or condition that could 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 that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (Ciii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, procedures and technological safeguards to maintain and protect the integrity, continuous operationoperations, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 modificationmodification except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Sales Agency Financing Agreement (Boston Properties LTD Partnership), Sales Agency Financing Agreement (Boston Properties LTD Partnership)
Cybersecurity. Except in each case as would not reasonably be expected to have a Material Adverse Effect, (Ai)(A) 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 its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third third-party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (B) neither the Company nor and its subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that could 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 that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (Cii) 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification; and (iii) 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 practice, or as required by applicable regulatory standards.
Appears in 2 contracts
Sources: Underwriting Agreement (Talos Energy Inc.), Underwriting Agreement (Talos Energy Inc.)
Cybersecurity. (A) There To the knowledge of the Company and each Guarantor, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; 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 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 (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 2 contracts
Sources: Underwriting Agreement (National Health Investors Inc), Underwriting Agreement (National Health Investors Inc)
Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its subsidiaries, considered as one enterprise, (A) 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 its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; ): (B) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s Governmental 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 such non-compliance that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its subsidiaries, considered as one enterprise.
Appears in 2 contracts
Sources: Warrant Purchase Agreement (Kennedy-Wilson Holdings, Inc.), Preferred Stock Purchase Agreement (Kennedy-Wilson Holdings, Inc.)
Cybersecurity. Except as disclosed in the SEC Reports, (Aa) 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 the Company’s Company or its subsidiaries’ Subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third third-party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesSubsidiaries), equipment or technology (collectively, “IT Systems and Data”) that wouldthat, individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect; , (Bb) neither the Company nor its subsidiaries Subsidiaries have been notified in writing of, and each of them have and, to the Company’s knowledge, there is no knowledge of any presently existing event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that wouldthat, individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect; Effect and (Cc) the Company and its subsidiaries Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably 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 as required by applicable regulatory standardslaw. The Company and its subsidiaries Subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and applicable 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.
Appears in 2 contracts
Sources: Exchange Agreement (Teligent, Inc.), Exchange Agreement (Teligent, Inc.)
Cybersecurity. With such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect: (A) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s or any of its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and or any of its subsidiariesSubsidiaries, and any such data processed or stored by third parties on behalf of the Company and or any of its subsidiariesSubsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (B) neither the Company nor any of its subsidiaries have Subsidiaries has been notified of, and each of them have has no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (C) the Company and its subsidiaries Subsidiaries have implemented appropriate controls, policies, procedures, 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or and statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 2 contracts
Sources: At the Market Sales Agreement (Chicago Atlantic Real Estate Finance, Inc.), At the Market Sales Agreement (Chicago Atlantic Real Estate Finance, Inc.)
Cybersecurity. (AA)(x) There To the best knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintainedprocessed, processed stored or stored maintained by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (By) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could 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 that wouldData; (B) to the best knowledge of the Company, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules rules, regulations and regulations requirements of any court or arbitrator or governmental or regulatory authority applicable to authority, including the Company or any of its subsidiaries FFIEC IT Handbook, and (ii) all of the Company’s 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 as would not, in the case of each of clause (A) and (B) above, individually or in the aggregate, have a Material Adverse Effect; (C) the Company and its subsidiaries have implemented reasonable controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data; and (D) the Company and its subsidiaries have implemented data backup and disaster recovery technology as the Company generally deems reasonably adequate for its business.
Appears in 2 contracts
Sources: Underwriting Agreement (First Midwest Bancorp Inc), Underwriting Agreement (First Midwest Bancorp Inc)
Cybersecurity. (A) 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 relating to of the Company’s Company or its subsidiaries’ information technology and computer systems, networks, hardware, software, websites, applications, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) other than those that would, individually were resolved without material cost or in the aggregate, reasonably be expected to result in a Material Adverse Effectliability; (B) neither the Company nor its subsidiaries have there has been notified of, and each of them have no knowledge of any event or condition that reasonably could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; 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 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 (C), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries are presently in material compliance with (i) all currently applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Adobe Inc.), Underwriting Agreement (Adobe Inc.)
Cybersecurity. (A) There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; ): (B) 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 wouldData; except with respect to each of (A) and (B), for any such security breach or other compromise, as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; . The Company and (C) 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 where the failure to do so would not, individually or in the aggregate, have 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 that are 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 any judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Playa Hotels & Resorts N.V.), Underwriting Agreement (Playa Hotels & Resorts N.V.)
Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not individually or in the aggregate have a Material Adverse Effect, (A) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; ): (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 non-compliance as would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Distribution Agreement (Virgin Galactic Holdings, Inc), Distribution Agreement (Virgin Galactic Holdings, Inc)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise relating to of any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries), and and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) ), that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries 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, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (TriState Capital Holdings, Inc.), Underwriting Agreement (TriState Capital Holdings, Inc.)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries, and and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) ), that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, in any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Allegiance Bancshares, Inc.), Underwriting Agreement (Pacific Premier Bancorp Inc)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise relating to the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, Except as would not reasonably be expected to result in a Material Adverse Effect; Change, the Company’s and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (Bcollectively, “IT Systems”) neither are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company nor and its subsidiaries have been notified ofas currently conducted, and each to the Company’s knowledge, free and clear of them have no knowledge of any event or condition that could result inall material bugs, any security breach or incidenterrors, unauthorized access or disclosure or defects, Trojan horses, time bombs, malware and other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) the corruptants. The Company and its subsidiaries have implemented appropriate and maintained commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with industry standards their businesses, and practicesthere have been no breaches, violations, outages or as required by applicable regulatory standardsunauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to be in compliance would not reasonably be expected to result in a Material Adverse Change.
Appears in 2 contracts
Sources: Equity Distribution Agreement (BridgeBio Pharma, Inc.), Open Market Sale Agreement (BridgeBio Pharma, Inc.)
Cybersecurity. (Ai)(x) 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 its subsidiaries’ any Subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their its respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesit), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data, in each case of clauses (x) and (y) that have or would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Cii) 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained 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 consistent with industry standards and practices.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Aspira Women's Health Inc.), Securities Purchase Agreement (Schuler Jack W)
Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (Ai)(x) 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 its subsidiaries’ any Subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their its respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesit), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (By) neither the Company nor its subsidiaries and the Subsidiaries have not been notified of, and each of them have has no knowledge of any event or condition that could would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their its IT Systems and Data that wouldwould require notification to any third party, individually including any governmental or in the aggregateregulatory authority, reasonably be expected to result in a Material Adverse Effectunder applicable law; and (Cii) 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained 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 consistent with commercially reasonable industry standards and practices.
Appears in 2 contracts
Sources: Securities Purchase Agreement (60 Degrees Pharmaceuticals, Inc.), Securities Purchase Agreement (60 Degrees Pharmaceuticals, Inc.)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that wouldexcept such as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of of, any event or condition that could would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data Data, in each case that would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, taken commercially reasonable measures consistent with industry standards and technological safeguards practices to maintain and protect protect, in all material respects, 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 standardsData. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 where the failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (TJX Companies Inc /De/), Underwriting Agreement (TJX Companies Inc /De/)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise relating to the Company’s or The Company and its subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data websites, applications, and databases (including the data and information of their respective customerscollectively, employees, suppliers, vendors and any third party data maintained, processed or stored “IT Systems”) are reasonably believed by the Company and its subsidiariesto be adequate in all material respects for, and any such data processed or stored by third parties on behalf operate and perform in all material respects as required in connection with, the operation of the business of the Company and its subsidiaries)subsidiaries as currently conducted and, equipment or technology (collectivelyto the Company’s knowledge, “IT Systems are free and Data”) that wouldclear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented appropriate and maintained commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with industry standards the business of the Company and practicesits subsidiaries as currently conducted, and, to the knowledge of the Company, there have been no breaches, violations, outages or as required by applicable regulatory standardsunauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for such failures as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Costar Group, Inc.), Underwriting Agreement (Costar Group, Inc.)
Cybersecurity. To the knowledge of the Company, (Ai)(x) 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 its subsidiaries’ any Subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their its respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesit), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (By) neither the Company nor its subsidiaries and the Subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that could would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their its IT Systems and Data that wouldData, except as would not, individually or in the aggregateaggregate for all such matters referred to in this clause (i), reasonably be expected to result in have a Material Adverse Effect; and (Cii) 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained 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 commercially reasonable backup and disaster recovery technology consistent with industry standards and practices, except where the failure to do so would not have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Soluna Holdings, Inc), Securities Purchase Agreement (Soluna Holdings, Inc)
Cybersecurity. Except as disclosed in the General Disclosure Package and the Final Prospectus, (Aa)(i) 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, Endeavor’s or its their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases data-bases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Bii) neither the Company nor and its subsidiaries and, to the knowledge of the Company, Endeavor and its subsidiaries, have not been notified of, and each of them have no knowledge of any event or condition that could 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; (b) 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 that wouldand to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as, in the case of this clause (b), would not reasonably be expected to, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (Cc) 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Diamondback Energy, Inc.), Underwriting Agreement (Diamondback Energy, Inc.)
Cybersecurity. (Ai)(x) There To the knowledge of the Issuer and the Guarantor, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the CompanyIssuer’s or its the Guarantor’s or their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”) and (y) the Issuer, the Guarantor and their respective subsidiaries have not been notified of, and have no knowledge of, any event or condition that would, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (B) 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 wouldData, except as would not, in the case of this clause (i)(x) and (i)(y), individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (ii) to the knowledge of the Issuer and (C) the Company Guarantor, the Issuer, the Guarantor 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. The Company and its respective subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Issuer, the Guarantor and their respective subsidiaries have implemented backup and disaster recovery technology reasonably consistent in all material respects with industry standards and practices.
Appears in 2 contracts
Sources: Underwriting Agreement (Relx PLC), Underwriting Agreement (Relx PLC)
Cybersecurity. (Ai) There To the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise relating to of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective tenants, customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; ): (Bii) neither the Company nor any of its subsidiaries have has been notified of, and each of them have has no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their its IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (Ciii) the Company and each of its subsidiaries have has implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their its IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, except with respect to clauses (i) and (ii), 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 (iii), where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company and each of its subsidiaries are is presently in material compliance with (i) all applicable laws or and statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Sources: Distribution Agreement (Retail Properties of America, Inc.)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology technology) (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; Effect; (B) 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, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; Effect; 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 modificationData.
Appears in 1 contract
Cybersecurity. (A) 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 the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, 14 processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “"IT Systems and Data”) that would"), individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented commercially reasonable and 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity. (Ai)(x) There Except as would not, individually or in the aggregate, have 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 or its subsidiaries’ any Subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their its respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties by or on behalf of the Company and its subsidiariesSubsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (By) neither the Company nor its subsidiaries and the Subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that could would reasonably be expected to result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their its IT Systems and Data that wouldData; (ii) except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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; (iii) the Company and the Subsidiaries have implemented and maintained 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 consistent with industry standards and practices.
Appears in 1 contract
Sources: Underwriting Agreement (Owlet, Inc.)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries 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, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to reasonably 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 as required by applicable regulatory standards. The Company and its subsidiaries Subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Sources: Underwriting Agreement (Priority Technology Holdings, Inc.)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries, and and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) ), that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, in any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries 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 where the failure to do so would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Sources: Underwriting Agreement (Pacific Premier Bancorp Inc)
Cybersecurity. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change; (Ai) There has been no security breach or incident, unauthorized access or disclosure, or other compromise relating to the Company’s or Company and its subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data websites, applications, and databases (including the data and information of their respective customerscollectively, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries“IT Systems”) are adequate for, and any such data processed or stored by third parties on behalf operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries)subsidiaries as currently conducted, equipment and to the Company’s knowledge, are free and clear of malware or technology (collectivelyany malicious software program, “IT Systems such as spyware or adware, viruses, vulnerable applications and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsimilar corruptants; (B) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Cii) the Company and its subsidiaries have implemented appropriate and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data reasonably consistent data, all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) used in connection with industry standards and practicestheir businesses. To the Company’s knowledge, there have been no material breaches, violations, outages or as required by applicable regulatory standardsunauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.
Appears in 1 contract
Sources: Open Market Sale Agreement (VistaGen Therapeutics, Inc.)
Cybersecurity. (A) There To the knowledge of the Company, there has been no security breach or incidentbreach, unauthorized access or disclosure, or other compromise relating to of any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, Subsidiaries) and any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) ), that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries 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 incidentbreach, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 where the failure to do so would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (MetroCity Bankshares, Inc.)
Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or except as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect (Aa) There has been no the Company Parties are not aware of any security breach or incident, unauthorized access or disclosure, or other compromise relating to disclosure of the Company’s or and its subsidiaries’ information technology and computer systems, networks, hardware, software, data and or databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariessubsidiaries in such databases) (collectively, “IT Systems and Data”); (b) neither the Company and its subsidiaries have been notified of a security breach or incident, unauthorized access or disclosure or other compromise of any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Cc) 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. The Company and its subsidiaries are presently materially in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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. Each of the Company Parties has a security program that addresses the management of security and the security controls employed by the Company that includes: (a) documented policies that the Company internally publishes and communicates to appropriate personnel; and (b) policies and procedures that address and implement measures for (i) information classification and handling; (ii) physical security; and (iii) network and application security. Each of the Company Parties has an information security incident management program that addresses management of information security incidents.
Appears in 1 contract
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the CompanyTrust or the Subsidiary’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective its customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesTrust or the Subsidiary, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesTrust or the Subsidiary), equipment or technology (collectively, “IT Systems and Data”) that wouldexcept in each case as would not reasonably be expected to, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; , (B) neither the Company nor its subsidiaries Trust and the Subsidiary have not been notified of, and each of them have has 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 its IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) to the Company Trust and its subsidiaries the 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 their its IT Systems and Data reasonably consistent in all material respects with industry standards and practices, or as required by applicable regulatory standards. The Company To the Trust and its subsidiaries the Subsidiary’s knowledge, the Trust and the Subsidiary are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Sources: Underwriting Agreement (BlackRock ESG Capital Allocation Trust)
Cybersecurity. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (A) 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 the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; 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. The Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Sources: Atm Equity Offering Sales Agreement (Wheels Up Experience Inc.)
Cybersecurity. Except as disclosed in the SEC Reports, (A) 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 the Company’s Company or its subsidiaries’ Subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesSubsidiaries), equipment or technology (collectively, “IT Systems and Data”) that wouldthat, individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect; , (B) neither the Company nor its subsidiaries Subsidiaries have been notified in writing of, and each of them have and, to the Company’s knowledge, there is no knowledge of any presently existing event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that wouldthat, individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect; Effect and (C) the Company and its subsidiaries Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably 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 as required by applicable regulatory standardslaw. The Company and its subsidiaries Subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and applicable 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.
Appears in 1 contract
Cybersecurity. (Aa) 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 of its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company them and its subsidiariesall Personal Data (defined below), sensitive, confidential or regulated data), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (By) the Company and the its subsidiaries take and have 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 each of them or have no any knowledge of any event or condition that could would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their its IT Systems and Data that wouldData, except as would not, in the case of this clause (i), individually or in the aggregate, be reasonably be expected to result in have a Material Adverse Effect; and (Cii) the Company and each of 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. The Company and its subsidiaries are presently at all times been in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, 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 its subsidiaries have implemented information system backup and disaster recovery procedures that are adequate for, in all material respects, the operation of the business of the Company and its subsidiaries as currently conducted.
Appears in 1 contract
Sources: Sales Agreement (Cellectis S.A.)
Cybersecurity. (A) There has been no known security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would), except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) 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 wouldData, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; Effect and (C) the Company and its subsidiaries have implemented appropriate 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 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 any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries), and any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) that would), individually except where such security breach or incident, unauthorized access or disclosure or other compromise would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) neither the Company nor its subsidiaries Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could 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 that wouldData, individually which breach, incident, unauthorized access or in the aggregatedisclosure, or other compromise would reasonably be expected to result in a Material Adverse Effect; and (C) the Company and its subsidiaries 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Sources: Underwriting Agreement (Berkshire Hills Bancorp 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 have a Material Adverse Effect, (A) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; ): (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 non-compliance as would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Virgin Galactic Holdings, Inc)
Cybersecurity. The Company is not aware of any current (Aor event or condition that would reasonably be expected to result in any future) There has been no security breach or incidentbreach, unauthorized access or disclosure, or other compromise relating to of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintainedused, processed or stored by the Company and or its subsidiaries, and any such data processed subsidiaries or stored by third parties on behalf of the Company and or its subsidiaries), equipment or technology subsidiaries (collectively, “IT Systems and Data”) ), except for any such security breach, unauthorized access or disclosure, or other compromise of the Company’s or its subsidiaries’ IT Systems and Data that wouldwould not be reasonably expected to, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; Effect and (B) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented appropriate reasonable controls, policies, procedures, procedures and technological safeguards designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent to be used in connection with industry standards and practicesthe Company’s proposed method of operation. To the Company’s knowledge, or as required by applicable regulatory standards. The the Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any judgmentsregulations, orders, rules judgments and regulations orders of any court or arbitrator or governmental or regulatory 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 where failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect. Any certificate signed by an officer of the Company and delivered to the Initial Purchaser or to counsel for the Initial Purchaser shall be deemed a representation and warranty by the Company (and not individually by such officer) to the Initial Purchaser as to the matters set forth therein.
Appears in 1 contract
Cybersecurity. (Ai) (a) There has have been no security breach or incidentbreaches, unauthorized access or disclosureincidents, violations, outages, compromises, or other compromise unauthorized uses of or relating to any of the Company’s or its subsidiaries’ any Subsidiary’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their its respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesor such Subsidiary), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Bb) neither the Company nor its subsidiaries and the Subsidiaries have not been notified of, and each of them have has no knowledge of any event or condition that could would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their its IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (Cii) 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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, 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 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 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 operation of the business of the Company and the Subsidiaries as currently conducted.
Appears in 1 contract
Cybersecurity. (A) There To the Company’s knowledge there has been no security breach or incident, unauthorized access or disclosure, or other compromise relating to of any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries), and and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) ), that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries 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, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) ), that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) 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 wouldwould singly, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity. Except in each case as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s, Viant LLC’s or its their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company Company, Viant LLC and its their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company Company, Viant LLC and its their respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (B) neither the Company Company, Viant LLC nor its their respective subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could 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 that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (C) the Company Company, Viant LLC and its their respective subsidiaries have implemented appropriate controls, policies, procedures, procedures and technological safeguards reasonably 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 as required by applicable regulatory standards. The Company Company, Viant LLC and its their respective subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries, and to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) ), that has had or would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries, and and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) )), that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, in any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries 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 would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries Subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Sources: Underwriting Agreement (Independent Bank Group, Inc.)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries, and and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries Subsidiaries have been notified in writing of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries Subsidiaries have implemented appropriate commercially reasonable 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 as required by applicable regulatory standards. The Company and its subsidiaries Subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Sources: Underwriting Agreement (William Bradford Haines Financial Services Trust)
Cybersecurity. Except as disclosed in the Registration Statement and the Prospectus, (Ai)(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 of its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company them and its subsidiariesall Personal Data (defined below), sensitive, confidential or regulated data), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (By) neither the Company nor any of its subsidiaries have been notified of, and each of them or have no any knowledge of any event or condition that could would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their its IT Systems and Data that wouldData, except as would not, in the case of this clause (i), individually or in the aggregate, be reasonably be expected to result in have a Material Adverse Effect; and (Cii) the Company and each of 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. The Company and its subsidiaries are presently at all times been in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, 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 its subsidiaries have implemented information system backup and disaster recovery procedures consistent with industry standards and practices.
Appears in 1 contract
Cybersecurity. To the Company’s knowledge, (Ai) 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 and its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would), except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (Bii) 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 Data, in each case that would, individually or in the aggregate, reasonably be expected to result in have a have a Material Adverse Effect; and (Ciii) 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 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 material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 where the failure to be so in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity. (A) There Except as disclosed in the Registration Statements, the General Disclosure Package and the Prospectus, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; ): (B) 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 wouldData; except with respect to each of (A) and (B), for any such security breach or other compromise, as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; . The Company and (C) 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 where the failure to do so would not, individually or in the aggregate, have 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 that are 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 any judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory 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.
Appears in 1 contract
Sources: Underwriting Agreement (Playa Hotels & Resorts N.V.)
Cybersecurity. (A) There has been no material security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Companyany of Verra Mobility’s or and its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company Verra Mobility and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company Verra Mobility and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (B) neither Verra Mobility nor any of its subsidiaries has been notified in writing known to the senior WEST/293596792 officers of the Company nor its subsidiaries have been notified or the Guarantors of, and each none of them have no has any knowledge of any event or condition that could is reasonably likely to result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (C) the Company Verra Mobility and its subsidiaries have implemented appropriate 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 reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company Verra Mobility and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s or its subsidiaries’ ’, information technology and computer systems, networks, hardware, software, data and databases (including the confidential data and information of their respective customers, employees, suppliers, suppliers and vendors and any third party confidential data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to of or involving their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (C) the Company and its subsidiaries have implemented appropriate commercially reasonable controls, policies, procedures, and technological safeguards that are designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data and are reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The law; and (D) the Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all applicable material judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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, in each case of the foregoing subparagraphs (A) through (D), as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Cybersecurity. (A) There has been no security breach or incidentExcept as would not reasonably be expected to have a Material Adverse Effect, unauthorized access or disclosure, or other compromise relating to the Company’s or Company and its subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data websites, applications, and databases (including the data and information of their respective customerscollectively, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries“IT Systems”) are adequate for, and any such data processed or stored by third parties on behalf operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or subsidiaries as currently conducted. Except as disclosed in the aggregateTime of Sale Information and the Prospectus Supplement, reasonably be expected to result in a Material Adverse Effect; (B) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented appropriate and maintained commercially reasonable controls, policies, procedures, and technological safeguards intended to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of their all IT Systems and Data data, including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) used in connection with their business reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that (i) would not reasonably be expected to have a Material Adverse Effect, (ii) have been remedied without material cost or liability or the duty to notify any other person, or (iii) are under internal review or investigations relating to the same. The Except as would not be reasonably expected to have a Material Adverse Effect, the Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Sources: Underwriting Agreement (Walgreens Boots Alliance, Inc.)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise relating to of any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, Subsidiaries) and any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) ), that would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries 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 incidentbreach, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Choiceone Financial Services Inc)
Cybersecurity. (A) There (i) To the knowledge of the Corporation, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of, or relating to any of the CompanyCorporation’s or and its subsidiariesMaterial Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company Corporation and its subsidiariesMaterial Subsidiaries, and any such data processed or stored by third parties on behalf of the Company Corporation and its subsidiariesMaterial Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would), except such as would not reasonably be expected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; Effect and (Bii) neither the Company nor Corporation and its subsidiaries Material Subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that could 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 that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectany material respect; and (CB) the Company Corporation 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. The Company and its subsidiaries Material Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 where the failure to be in such compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (C) the Corporation and its Material Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards that are 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 as required by applicable regulatory standards.
Appears in 1 contract
Sources: Underwriting Agreement (Colliers International Group Inc.)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that wouldexcept as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that wouldexcept as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Sources: Atm Equity Offering Sales Agreement (B&G Foods, Inc.)
Cybersecurity. (A) 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 the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third third-party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) ), except for any such security breach or incident, unauthorized access or disclosure, or other compromise of the Company’s or its subsidiaries’ IT Systems and Data that wouldwould not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) 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 that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (C) the Company and its subsidiaries have implemented appropriate 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 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 consistent with industry standards and practices, or as required by applicable regulatory standardsbe expected to have a Material Adverse Effect. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s Governmental 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 where such non-compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: At the Market Sales Agreement (Claros Mortgage Trust, Inc.)
Cybersecurity. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the knowledge of the Company, (A) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise relating to of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (C) the Company and its subsidiaries have implemented appropriate and maintained controls, policies, procedures, and technological safeguards to maintain and protect protect, in all material respects, the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, except with respect to clauses (A) and (B), for any such security breach or incident, unauthorized access or disclosure, or other compromises, events or conditions as required by applicable regulatory standardswould not result in a Material Adverse Effect. The Except as would not result in a Material Adverse Effect, the Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Cybersecurity. (A) 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 the Company’s Company or its subsidiaries’ Subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesSubsidiaries), equipment or technology (collectively, “IT Systems and Data”) that wouldthat, individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect; (B) neither . Neither the Company nor its subsidiaries Subsidiaries have been notified in writing of, and each of them have and, to the Company’s knowledge, there is no knowledge of any presently existing event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that wouldthat, individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect; and (C) the . The Company and its subsidiaries Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent in compliance in all material respects with industry standards and practices, or as required by applicable regulatory standardslaw. The Company and its subsidiaries Subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and applicable 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.
Appears in 1 contract
Sources: Exchange Agreement (Teligent, Inc.)
Cybersecurity. To the knowledge of the Company and except as disclosed in the General Disclosure Package, except as would not, individually or in the aggregate, have a Material Adverse Effect (Ai) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third third-party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (Bii) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could 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 that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (Ciii) 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Bio-Rad Laboratories, Inc.)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that wouldexcept where such security breach or incident would not reasonably be expected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (Bii) neither Neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that wouldexcept where such security breach or incident, unauthorized access or disclosure or other compromise would not reasonably be expected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Ciii) the 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Sources: Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Cybersecurity. (A) 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 and its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would), which could, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange; (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could 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 that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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, where the failure to be in compliance could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.
Appears in 1 contract
Cybersecurity. Except as disclosed in the General Disclosure Package and the Final Offering Memorandum, (A) 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 the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect; , (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Effect; Effect 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Purchase Agreement (Kbr, Inc.)
Cybersecurity. Except where the impact of which would not reasonably be expected to result in a Material Adverse Effect, (A) There there has been no security breach or incidentattack, unauthorized access or disclosure, or other compromise of or relating to the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including including, without limitation, the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesthem) (“Data”), equipment or technology (collectively, “IT Systems and Data”) that would), individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) neither the Company nor its subsidiaries have been notified of, and each none of them have no any knowledge of any event or condition that could would reasonably be expected to result in, any security breach or incidentattack, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably likely to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry the standards and practices, practices of their industry or as required by applicable regulatory standards. Since January 1, 2021, the Company and its subsidiaries have had all material rights, consents and authorizations to process Data as processed by or for the Company. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the processing of Data, the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not be reasonably expected to result in a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Montrose Environmental Group, Inc.)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries, and and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and its subsidiariesSubsidiaries), equipment or technology (collectively, “IT Systems and Data”) ), that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries 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, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries 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. The Company and its subsidiaries Subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (United Community Banks Inc)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) that would), individually except where such security breach or incident, unauthorized access or disclosure or other compromise would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) neither the Company nor its subsidiaries Subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could 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 that would, individually or in the aggregate, reasonably be expected to would result in a Material Adverse Effect; and (C) the Company and its subsidiaries 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. The Company and its subsidiaries Subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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 where the failure to be in compliance would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Cybersecurity. (A) 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 the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would), individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented commercially reasonable and 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiariesSubsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesSubsidiaries, and and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and its subsidiaries)Subsidiaries, equipment or technology (collectively, “IT Systems and Data”) ), that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries 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, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries 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. The Company and its subsidiaries Subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Cybersecurity. (A) There has been no known security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would), except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) 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 wouldData, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented appropriate 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 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 any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) There there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect); (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; 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. The ; and (D) the Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Sources: Atm Equity Offering Sales Agreement (Cohen & Steers, Inc.)
Cybersecurity. (A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiaries’ the Bank’s information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiariesthe Bank, and and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of the Company and its subsidiaries)the Bank, equipment or technology (collectively, “IT Systems and Data”) that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) neither the Company nor its subsidiaries the Bank have been notified in writing of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that would, individually singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and (C) the Company and its subsidiaries the Bank have implemented appropriate commercially reasonable 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 as required by applicable regulatory standards. The Company and its subsidiaries Subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Sources: Underwriting Agreement (Amalgamated Financial Corp.)
Cybersecurity. (A) There has been no security breach Except as would not reasonably be expected, individually or incidentin the aggregate, unauthorized access or disclosureto have a Material Adverse Effect, or other compromise relating to the Company’s or its subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data websites, applications, and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed owned or stored controlled by the Company and its subsidiariessubsidiaries (collectively, “Company Systems”) are adequate for, and any such data processed or stored by third parties on behalf operate and perform as required in connection with, the operation of the businesses of the Company and its subsidiaries)subsidiaries as currently conducted, equipment or technology (collectivelyand are free and clear of all bugs, “IT Systems errors, defects, Trojan horses, time bombs, malware and Data”) that wouldother corruptants. Except as would not reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (B) 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) the Company and its subsidiaries have implemented appropriate and maintained commercially reasonable industry standard controls, policies, procedures, and technological safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of their IT all Company Systems and data (including all personal, personally identifiable, protected health, sensitive, confidential or regulated data stored therein (“Private Data”)), and there have been no breaches, violations, outages or unauthorized uses of or accesses to such Company Systems and Private Data reasonably consistent with industry standards and practices(except for those that have been remedied without material cost or liability or the duty to notify any other person), nor are there any incidents under internal review or as required by applicable regulatory standardsinvestigations relating to the same. The Company and its subsidiaries are presently in compliance in all material compliance respects with (i) all applicable laws or statutes and any statutes, (ii) all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries authority, and (iiiii) all of the Company’s internal policies and contractual obligations obligations, in each case, relating to the privacy and security of IT Systems and Data and to the protection of such IT Company Systems and Private Data from unauthorized use, access, misappropriation or modification. Any certificate signed by an officer of the Company and delivered to the Agents or to counsel for the Agents pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agents as to the matters set forth therein.
Appears in 1 contract
Sources: Sales Agreement (Hut 8 Corp.)
Cybersecurity. (A) 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 the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) neither ). Neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that 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 that wouldData, individually except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (C) the . 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 and, in all material respects, as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Sources: Underwriting Agreement (Catalyst Pharmaceuticals, Inc.)
Cybersecurity. (Ai) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company’s Company or its subsidiaries’ subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that wouldexcept where such security breach or incident would not reasonably be expected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (Bii) neither Neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data that wouldexcept where such security breach or incident, unauthorized access or disclosure or other compromise would not reasonably be expected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (Ciii) the 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. The Company and its subsidiaries are presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s 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.
Appears in 1 contract
Sources: Underwriting Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Cybersecurity. (Ai)(x) There Except as disclosed in the Registration Statement and the Prospectus, to the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its subsidiariesany of the Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed maintained by or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiariesthem), equipment or technology (collectively, “IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (By) neither each of the Company nor its subsidiaries have and the Operating Partnership has not been notified of, and each of them have has no knowledge of of, any event or condition that could 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 that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectData; and (Cii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect each of 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. The Company and its subsidiaries are Subsidiaries is presently in material compliance with (i) all applicable laws or statutes and any all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries and (ii) all of the Company’s authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and each of the Subsidiaries has implemented backup and disaster recovery technology consistent with industry standards and practices for externally advised REITs. In addition, any certificate signed by any officer of the Company or any of the Subsidiaries and delivered to any of the Agents or counsel for such Agents in connection with the offering of the Shares shall be deemed to be a representation and warranty by the Company or the Operating Partnership, as to matters covered thereby, to such Agents.
Appears in 1 contract
Sources: Equity Distribution Agreement (New York City REIT, Inc.)