Common use of Cybersecurity Clause in Contracts

Cybersecurity. (i) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or the Subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective residents, customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, 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 their IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 17 contracts

Samples: Distribution Agency Agreement (Camden Property Trust), Distribution Agency Agreement (Camden Property Trust), Distribution Agency Agreement (Camden Property Trust)

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Cybersecurity. (i) (x) Except With such exceptions as disclosed would not, individually or in the Registration Statementaggregate, the General Disclosure Package and the Prospectus, to the Company’s knowledge, have a Material Adverse Effect: (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 the Subsidiariesany of its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residentstenants, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company or any of its subsidiaries, and any such data processed or stored by third parties on behalf of themthe Company or any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, and ; (yB) neither the Company and the Subsidiaries have not nor any of its subsidiaries has been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or and statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 9 contracts

Samples: Underwriting Agreement (Innovative Industrial Properties Inc), Underwriting Agreement (Innovative Industrial Properties Inc), Placement Agency Agreement (NewLake Capital Partners, Inc.)

Cybersecurity. (i) (x) Except With such exceptions as disclosed would not, individually or in the Registration Statementaggregate, the General Disclosure Package and the Prospectus, to the Company’s knowledge, have a Material Adverse Effect: (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 the Subsidiariesany of its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residentstenants, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company or any of its subsidiaries, and any such data processed or stored by third parties on behalf of themthe Company or any of its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, and ; (yB) neither the Company and the Subsidiaries have not nor any of its subsidiaries has been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iiC) the Company and its subsidiaries have implemented reasonably appropriate controls, policies, procedures and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or and statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 8 contracts

Samples: Underwriting Agreement (Better Therapeutics, Inc.), Underwriting Agreement (Sonnet BioTherapeutics Holdings, Inc.), Underwriting Agreement (Synlogic, Inc.)

Cybersecurity. Except where the impact of which would not reasonably be expected to result in a Material Adverse Effect, (iA) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or the Subsidiaries’ its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of themthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, and ; (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that would could reasonably be expected excepted to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as where the failure to maintain such compliance would not, not reasonably be excepted to result in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 8 contracts

Samples: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)

Cybersecurity. (i) (x) Except as disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, : (A) to the knowledge of the Company’s knowledge, there has been no security breach breach, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or the Subsidiariesits subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any vendors, or other third party data maintained or stored by the Company or on behalf of themits subsidiaries), or equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, and ; (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and have each of them has no knowledge of of, any event or condition that would reasonably be expected to result in, in any security breach breach, unauthorized access or disclosure, or other compromise to their IT Systems and Data; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards designed to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, except 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. To the knowledge of the Company, the Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authorityGovernmental 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, except as would notthe Forward Purchaser, in any Alternative Agent, the case affiliated forward purchaser of this clause (ii), individually any Alternative Agent or in the aggregate, have to their counsel shall be deemed a Material Adverse Effect; representation and (iii) warranty by the Company and the Subsidiaries have implemented backup Operating Partnership to the Agent, the Forward Purchaser, each Alternative Agent and disaster recovery technology consistent with industry standards and practices or otherwise each affiliated forward purchaser thereof as to the Company deems adequate for its and the Subsidiaries’ businessmatters covered thereby. 7.

Appears in 5 contracts

Samples: Physicians Realty L.P., Physicians Realty L.P., Physicians Realty L.P.

Cybersecurity. (iA) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, 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 the Subsidiariesits subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of themthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, and ; (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, 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 all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 5 contracts

Samples: Underwriting Agreement (Verisk Analytics, Inc.), Underwriting Agreement (Verisk Analytics, Inc.), Underwriting Agreement (Verisk Analytics, Inc.)

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (i) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the knowledge of 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 the Subsidiariesits subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company or its subsidiaries, and any such data processed or stored by third parties on behalf of themthe Company or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, and ; (yii) neither the Company and the Subsidiaries have not nor any of its subsidiaries has been notified of, and have has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; Data and (iiiii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 4 contracts

Samples: Underwriting Agreement (Office Properties Income Trust), Underwriting Agreement (Office Properties Income Trust), Equity Distribution Agreement (Affiliated Managers Group, Inc.)

Cybersecurity. Except as set forth in or contemplated in the Disclosure Package and the Final Prospectus, (i) (xA) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or the Subsidiariesany of its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective residents, customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, ) and (yB) the Company and the Subsidiaries its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data, except as would not, in the case of this clause (i), individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology reasonably consistent in all material respects with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ businesspractices.

Appears in 3 contracts

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

Cybersecurity. (iA) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the To 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 the its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by Company and its Subsidiaries), and, any such data processed or stored by third parties on behalf of them)Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, and (yB) the neither Company and the nor its Subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iiC) the Company and its Subsidiaries have implemented controls, policies, procedures, and technological safeguards reasonably believed to be appropriate 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. Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 2 contracts

Samples: Underwriting Agreement (Hanover Bancorp, Inc. /NY), Underwriting Agreement (LINKBANCORP, Inc.)

Cybersecurity. (i) (x) Except as disclosed may be included in the Registration Statement, the General Disclosure Package and the Prospectus, (x) to the Company’s knowledge, there has been no material security breach or incident, unauthorized access or disclosure, or other material compromise of or relating to any of the Company’s or the Subsidiariesits subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data of their respective residents, customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, ) and (y) the Company and the Subsidiaries its subsidiaries have not been notified in writing of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or incident, unauthorized access or disclosure or other material compromise to their IT Systems and Data; (ii) the Company and the Subsidiaries its subsidiaries have been and are presently in compliance with all applicable laws or statutes and statutes, all judgments, orders, rules and regulations of any relevant court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, and (iii) except as may be included in the Registration Statement, the Disclosure Package and the Prospectus, the Company and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards and backup and disaster recovery technology to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data consistent with industry standards and practices, or as required by applicable regulatory standards, except as would not, in the case of this clause (ii), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 2 contracts

Samples: Underwriting Agreement (Sono Group N.V.), Underwriting Agreement (Sono Group N.V.)

Cybersecurity. (iA) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to To the Company’s knowledge, there has been no security breach or incident, attack, or other compromise of or relating to any of the Company’s Company or the Subsidiaries’ its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data of their respective residents, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of themthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, and ): (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, attack or other compromise to their IT Systems and Data; Data and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably likely to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, except in the case of (A), (B) or (C) where the breach, incident attack or other compromise, event or condition or failure to implement appropriate controls, policies, procedures and technological safeguards would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, not be reasonably expected to result in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 2 contracts

Samples: Underwriting Agreement (Ncino, Inc.), Underwriting Agreement (Ncino, Inc.)

Cybersecurity. (i) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (x) to the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or the Subsidiariesany of its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective residents, customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), 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, and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach breach, or other compromise to their IT Systems and Data; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ businessin all material respects.

Appears in 2 contracts

Samples: Letter Agreement (Immunovant, Inc.), Letter Agreement (Immunovant, Inc.)

Cybersecurity. (iA) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, 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 the its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of them)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”)), except for those that have been remedied without material cost or liability or the duty to notify any other person, and ; (yB) neither the Company and the nor its Subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, except for those that have been remedied without material cost or liability or the duty to notify any other person; and (iiC) 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 all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 2 contracts

Samples: Valley National Bancorp, Valley National Bancorp

Cybersecurity. (iA) (x) Except as disclosed in To the Registration Statement, the General Disclosure Package and the Prospectus, to knowledge of 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 Company or the Subsidiariesits subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third third-party data maintained collected, maintained, used, transmitted, processed or stored by the Company or its subsidiaries, and any such data collected, maintained, used, transmitted, processed or stored by third parties on behalf of themthe Company or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, and ; (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their the IT Systems and Data; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards reasonably likely to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of the IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the collection, maintenance, use, transmission, processing storage, 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, not reasonably be expected to result in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 2 contracts

Samples: Underwriting Agreement (Convey Holding Parent, Inc.), Underwriting Agreement (Convey Holding Parent, Inc.)

Cybersecurity. (i) (xi)(x) Except as disclosed in the Registration Statement, the General Disclosure Package ADS Registration Statement and the Prospectus, and except as would not reasonably be expected, singly or in the aggregate, to the Company’s knowledgehave a Material Adverse Effect, there has been no security breach or other compromise of or relating to any of the Company’s or the Subsidiaries’ and its Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of their respective residents, customers, employees, suppliers, suppliers and vendors and any third party data maintained by or on behalf of themthe Company or its Subsidiary), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, ) and (y) each of the Company and the Subsidiaries have its Subsidiary has not been notified of, and have has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their its IT Systems and Data; (ii) each of the Company and the Subsidiaries are its Subsidiary is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) each of the Company and the Subsidiaries have its Subsidiary has implemented backup and disaster recovery technology consistent with industry generally accepted standards and practices or otherwise as for companies in the Company deems adequate for its same industry and the Subsidiaries’ businessin a similar stage of development.

Appears in 2 contracts

Samples: Sales Agreement (Innate Pharma SA), Sales Agreement (Innate Pharma SA)

Cybersecurity. (i) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, there There has been no material security breach or attack or other compromise of or relating to any of the Company’s or the Subsidiariesand its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective residents, customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), and (y) the Company and the Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all Company IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and, to the Company’s knowledge despite its commercially reasonable activities to detect such events, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (y) nor any incidents under internal review or investigations relating to 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 their IT Systems and Data; (ii) the same. The Company and the Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of Company IT Systems and Personal Data and to the protection of such Company IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause . and (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ businesspractice.

Appears in 2 contracts

Samples: Sales Agreement (Innovative Solutions & Support Inc), Sales Agreement (Momentus Inc.)

Cybersecurity. (iA) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, 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 the its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its Subsidiaries), and, to the knowledge of the Company, any such data processed or stored by third parties on behalf of them)the Company and its Subsidiaries, equipment or technology (collectively, “IT Systems and Data”), except for those that would, singly or in the aggregate, reasonably be expected to have been remedied without material cost or liability or the duty to notify any other person, and a Material Adverse Effect; (yB) neither the Company and the nor its Subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and DataData that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iiC) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the 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 with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 2 contracts

Samples: Underwriting Agreement (TriState Capital Holdings, Inc.), TriState Capital Holdings, Inc.

Cybersecurity. (i) (xi)(x) Except as disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, to the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or the Subsidiariesany of its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective residents, customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), except for those that ) which could have been remedied without material cost or liability or the duty to notify any other person, a Material Adverse Effect and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and have no knowledge of any material event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise practices. Except as would not reasonably be expected to have a Material Adverse Effect, the Company deems adequate for 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, including Regulation (EU) 2016/679 (the Subsidiaries’ businessGeneral Data Protection Regulation), and all internal policies and contractual obligations of the Company 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 2 contracts

Samples: Sales Agreement (Orchard Therapeutics PLC), Sales Agreement (Orchard Therapeutics PLC)

Cybersecurity. (iA) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, 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 Company or the Subsidiaries’ its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of themthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that ): (B) neither the Company nor its subsidiaries have been remedied without material cost or liability or the duty to notify any other person, 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 incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; Data and (iiC) the Company and its subsidiaries have implemented appropriate safeguards designed to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any such security breach, unauthorized access or disclosure, as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or with respect to clause (C), where the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as where such noncompliance would not, in the case of this clause (ii), individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 1 contract

Samples: Underwriting Agreement (Zogenix, Inc.)

Cybersecurity. (i) (xi)(x) Except as disclosed in each of the Disclosure Package, the Final Prospectus and the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, there has been no material security breach or other material compromise of or relating to any of the Company’s, any Guarantor’s or the SubsidiariesCompany’s other subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective residents, customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, ) and (y) the Company Company, the Guarantors and the Subsidiaries Company’s other subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to their IT Systems and Data; and (ii) the Company Company, the Guarantors and the Subsidiaries Company’s other subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company Company, the Guarantors and the Subsidiaries Company’s other subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ businesspractices.

Appears in 1 contract

Samples: Underwriting Agreement (Agco Corp /De)

Cybersecurity. (i) (xi)(x) Except as disclosed in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, to the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or the Subsidiariesany of its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective residents, customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, ) and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data, except as would not, in the case of this clause (i), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology consistent in all material respects with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ businesspractices.

Appears in 1 contract

Samples: Golden Entertainment, Inc.

Cybersecurity. Except as would not, individually or in the aggregate, result in a Material Adverse Effect, (i) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, there has been no security breach breach, unauthorized access or disclosure or other compromise of or relating to any of the Company’s or the Subsidiariesits subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including including, without limitation, the data and information of their respective residents, customers, employees, suppliers, suppliers and vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of themthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, ) and (yii) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; (ii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices; and the Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 1 contract

Samples: Underwriting Agreement (New Jersey Resources Corp)

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Cybersecurity. (A) To the knowledge of the Company, (i) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or the Subsidiariesits subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company or its subsidiaries, and any such data processed or stored by third parties on behalf of themthe Company or its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, ) and (yii) the Company and the Subsidiaries its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; (iiB) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification; and (C) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, except as would not, in the case of this each of clause (ii)A) and (B) above, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 1 contract

Samples: Registration Rights Agreement

Cybersecurity. (iA) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, 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 Company or the Subsidiaries’ its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of themthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”)) except as would not, except for those that individually or in the aggregate, have been remedied without material cost or liability or the duty to notify any other person, and a Material Adverse Effect; (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and DataData except as would not, individually or in the aggregate, have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (B&G Foods, Inc.)

Cybersecurity. (i) (xA) Except as disclosed may be included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, (x) there has been no material security breach or other material compromise of or relating to any of the Company’s or the Subsidiariesits subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective residents, customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, ) and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data; (iiB) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authorityGovernmental Entity, industry standards, internal policies and contractual obligations relating to the privacy and or security of IT Systems and Data and Data, or to the protection of such IT Systems and Data from unauthorized use, access, misappropriation misappropriation, modification or modificationother compromise, except as would not, in the case of this clause (iiB), individually or in the aggregate, have a Material Adverse Effect; and (iiiC) except as would not, individually or in the aggregate, result in a Material Adverse Effect, the Company and the Subsidiaries its subsidiaries have implemented and maintained commercially reasonable technical, physical and organizational safeguards, including backup and disaster recovery technology technology, designed to maintain and protect the integrity, operation and security of the IT Systems and Data, consistent with industry standards and practices practices; and (D) except as would not, individually or otherwise in the aggregate, result in a Material Adverse Effect, the IT Systems and Data are adequate for, and operate and perform as required in connection with, the Company deems adequate for its operation of their respective businesses as now conducted by them, free and the Subsidiaries’ businessclear of any and all errors, defects and other corruptants.

Appears in 1 contract

Samples: Underwriting Agreement (Globe Life Inc.)

Cybersecurity. (iA) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, there There has been no known security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or the Subsidiaries’ its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of themthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that as would not, individually or in the aggregate, have been remedied without material cost or liability or the duty to notify any other person, and a Material Adverse Effect; (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; , except as would not, individually or in the aggregate, have a Material Adverse Effect and (iiC) the Company and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 1 contract

Samples: Underwriting Agreement (Kinetik Holdings Inc.)

Cybersecurity. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or the Subsidiaries’ any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of their its respective residents, customers, employees, suppliers, vendors and any third party data maintained by or on behalf of themit), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, ) and (y) the Company and the Subsidiaries have not been notified of, and have has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, except as would notcontinuous operation, in the case redundancy and security of this clause (ii), individually or in the aggregate, have a Material Adverse Effectall IT Systems and Data; and (iiiiv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ businesspractices.

Appears in 1 contract

Samples: Market Offering Agreement (Pear Therapeutics, Inc.)

Cybersecurity. (i) (xi)(x) Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusSEC Reports, to the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or the Subsidiariesany of its subsidiaries’ information technology and computer systems, networks, hardware, software, personal data (including the personal data of relating to their respective residents, customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), except for those that ) which would have been remedied without material cost or liability or the duty to notify any other person, a Material Adverse Effect and (y) the Company and the Subsidiaries its subsidiaries have not been notified of, and have no knowledge of received any event claim or condition notice from any party that would reasonably be expected to result in, any a security breach or other compromise to their IT Systems and DataData may have occurred; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal published 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, 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 the Subsidiaries its subsidiaries have implemented commercially reasonable backup and disaster recovery technology consistent with industry standards and practices or otherwise practices. Except as would not reasonably be expected to have a Material Adverse Effect, the Company deems adequate for and its subsidiaries are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, including Regulation (EU) 2016/679 (the Subsidiaries’ businessGeneral Data Protection Regulation), and all published policies and contractual obligations of the Company 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

Samples: Securities Purchase Agreement (Orchard Therapeutics PLC)

Cybersecurity. (iA) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to To the Company’s knowledge, there has been no material security breach or incident or unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or the Subsidiariesand its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of themthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, and liability; (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 1 contract

Samples: Underwriting Agreement (Quanta Services, Inc.)

Cybersecurity. (iA) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, there There has been no known security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or the Subsidiaries’ its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of themthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that as would not, individually or in the aggregate, have been remedied without material cost or liability or the duty to notify any other person, and a Material Adverse Effect; (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and each of them have no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, except as would not, individually or in the aggregate, have a Material Adverse Effect; and (iiC) the Company and its subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 1 contract

Samples: Underwriting Agreement (Kinetik Holdings Inc.)

Cybersecurity. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change; (i) (x) Except as disclosed in the Registration Statement, the General Disclosure Package Company and the Prospectus, to the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or the Subsidiariesits subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data (including websites, applications, and databases, and, to the data knowledge of their respective residentsthe Company, customers, employees, suppliers, vendors and any third party data maintained those that are operated by or on behalf of them), equipment or technology the Company (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; (ii) the Company and its subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data, all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses. To the Company’s knowledge, there have been no material breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (y) nor any incidents under internal review or investigations relating to the same. 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 their IT Systems and Data; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii)not reasonably be expected, individually or in the aggregate, have to result in a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ businessChange.

Appears in 1 contract

Samples: Underwriting Agreement (Vistagen Therapeutics, Inc.)

Cybersecurity. (i) (x) Except as disclosed in the Registration Statement, the General Time of Sale Disclosure Package and the Prospectus, to the Company’s knowledge, (A)(1) there has been no material security breach breach, violation, outage, unauthorized use of or access to or other compromise of or relating to any of the Company’s or the Subsidiariesany of its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective residents, customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, ) and (y2) the Company and the Subsidiaries its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach breach, violation, outage, unauthorized use of or access to or other compromise to their IT Systems and Data; (iiB) the Company and the Subsidiaries its subsidiaries are presently in compliance compliance, in all material respects, with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (iiB), individually or in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect; and (iiiC) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology materially consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ businesspractices.

Appears in 1 contract

Samples: Underwriting Agreement (Del Frisco's Restaurant Group, Inc.)

Cybersecurity. (iA) (x) Except as disclosed in To the Registration Statement, the General Disclosure Package and the Prospectus, to knowledge of the Company’s knowledge, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s Company or the Subsidiaries’ its subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of themthe Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, and ; (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iiC) the Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, except in the case of each of (A) and (B) above, for any such security breach or incident, unauthorized access or disclosure, or other compromises, as would not, individually or in the aggregate, have a Material Adverse Effect, or in the case of (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 all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 1 contract

Samples: Underwriting Agreement (Central Garden & Pet Co)

Cybersecurity. (i) (x) Except as disclosed in the Registration Statementwould not reasonably be expected to have a Material Adverse Effect, the General Disclosure Package Company and the Prospectus, to the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or the Subsidiariesits subsidiaries’ information technology assets and computer equipment, computers, systems, networks, hardware, software, data (including the data of their respective residentswebsites, customersapplications, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; the Company and its subsidiaries have implemented and maintained reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data, including Personal Data”)) used in connection with its business, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, and (y) nor any incidents under internal review or investigations relating to the same; 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 their IT Systems and Data; (ii) the Company and the Subsidiaries its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all industry guidelines and standards, 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 where the failure to be in compliance would not, in the case of this clause (ii), individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; and (iii) the Company and the Subsidiaries its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ businesspractice.

Appears in 1 contract

Samples: Design Therapeutics, Inc.

Cybersecurity. (i) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the knowledge of the Company’s knowledge, (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 the Subsidiariesits subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, and ; (yB) neither the Company and the Subsidiaries nor its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (iiC) the Company and its subsidiaries have implemented and maintained controls, policies, procedures, and technological safeguards to maintain and protect, in all material respects, the Subsidiaries 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 would not result in a Material Adverse Effect. Except as would not result in a Material Adverse Effect, the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ business.

Appears in 1 contract

Samples: Underwriting Agreement (Liberty Media Corp)

Cybersecurity. (i) (x) Except as disclosed would not reasonably be expected to result in the Registration Statementa Material Adverse Effect, the General Disclosure Package and the Prospectus, (i)(x) to the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or the Subsidiaries’ any Subsidiary’s information technology and computer systems, networks, hardware, software, and all sensitive, confidential, or regulated data (including the such data of their its respective residents, customers, employees, suppliers, vendors and any such third party data maintained by or on behalf of themit), equipment or technology (collectively, “IT Systems and Data”), except for those that have been remedied without material cost or liability or the duty to notify any other person, ) 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 their its IT Systems and Data; (ii) to the Company’s knowledge, the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all applicable binding judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and all of the Company’s and the Subsidiaries’ 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, except as would notcontinuous operation, in the case redundancy and security of this clause (ii), individually or in the aggregate, have a Material Adverse Effectall IT Systems and Data; and (iiiiv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices or otherwise as the Company deems adequate for its and the Subsidiaries’ businesspractices.

Appears in 1 contract

Samples: Securities Purchase Agreement (BlackSky Technology Inc.)

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