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 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 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”)) that would reasonably be expected to result in, except for those that have been remedied without material cost individually or liability or in the duty to notify any other personaggregate, a Material Adverse Effect and (yi) 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 material 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, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (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 13 contracts

Samples: Securities Purchase Agreement (Algorhythm Holdings, Inc.), Securities Purchase Agreement (Algorhythm Holdings, Inc.), Stockholder Support Agreement (Glucotrack, 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. (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. (i) (x) Except 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 (i)(x) 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, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (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 4 contracts

Samples: Securities Purchase Agreement (180 Life Sciences Corp.), Securities Purchase Agreement (RenovoRx, Inc.), Securities Purchase Agreement (180 Life Sciences Corp.)

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), Underwriting Agreement (Enbridge Inc), Underwriting Agreement (Enbridge 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: Underwriting Agreement (Immunovant, Inc.), Underwriting Agreement (Immunovant, Inc.)

Cybersecurity. (i) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusProspectus or as would not individually or in the aggregate have a Material Adverse Effect, to 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 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; 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 with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such non-compliance 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: Distribution Agreement (Virgin Galactic Holdings, Inc), Distribution Agreement (Virgin Galactic Holdings, Inc)

Cybersecurity. (i) (x) Except as disclosed would not reasonably be expected to result in the Registration Statementa Material Adverse Change, 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 Subsidiariesand its 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, and to the Company’s knowledge, 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 commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, 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 material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as where the failure to be in compliance 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’ businessChange.

Appears in 2 contracts

Samples: Equity Distribution Agreement (BridgeBio Pharma, Inc.), Open Market Sale Agreement (BridgeBio Pharma, Inc.)

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. (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; 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 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 (ConnectOne Bancorp, Inc.), Underwriting Agreement (Iberiabank Corp)

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 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. (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. 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’ business.practices;

Appears in 1 contract

Samples: Underwriting Agreement (Enbridge 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) (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: Underwriting Agreement (Golden Entertainment, 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) (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 CompanyTrust’s or the Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective residents, its customers, employees, suppliers, vendors and any third party data maintained maintained, processed or stored by the Trust, and any such data processed or stored by third parties on behalf of themthe Trust), equipment or technology (collectively, “IT Systems and Data”)) except in each case as would not reasonably be expected to, except for those that individually or in the aggregate, have been remedied without material cost or liability or the duty to notify any other persona Material Adverse Effect, and (yB) the Company and the Subsidiaries have Trust has not been notified of, and have has no knowledge of any event or condition that would reasonably be expected to could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their its IT Systems and Data; Data and (iiC) to the Company Trust’s knowledge, the Trust has implemented appropriate controls, policies, procedures, and technological safeguards to maintain and protect the Subsidiaries are integrity, continuous operation, redundancy and security of its IT Systems and Data reasonably consistent in all material respects with industry standards and practices, or as required by applicable regulatory standards. To the Trust’s knowledge, the Trust is presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and 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 (BlackRock Capital Allocation Trust)

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: Atm Equity Offering Sales Agreement (B&G Foods, 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)

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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) (xA) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledgewould not have a Material Adverse Effect, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or 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 as would not 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 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 (Customers Bancorp, Inc.)

Cybersecurity. (ii)(x) (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 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 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 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) the Company and the Subsidiaries are is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company has implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the Subsidiaries have integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company has implemented backup and disaster recovery technology consistent with commercially reasonable industry standards and practices or otherwise as practices. Any certificate signed by an officer of the Company deems adequate and delivered to the Sales Agent or to counsel for its the Sales Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Subsidiaries’ businessCompany to the Sales Agent as to the matters set forth therein. The Company acknowledges that the Sales Agent and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel to the Sales Agent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Appears in 1 contract

Samples: Sales Agreement (Asset Entities Inc.)

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.)

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)

Cybersecurity. (i) (x) Except as disclosed in the Registration StatementSEC Reports, the General Disclosure Package and the Prospectus, to the Company’s knowledge, (i)(x) there has been no material security breach or other material 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 sensitive or proprietary 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 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 other material 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, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (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 (Kazia Therapeutics LTD)

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 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: At the Market Offering Agreement (Pear Therapeutics, 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 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) (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. (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. (i) (x) Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus or as would not individually or in the aggregate have a Material Adverse Effect, to 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 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; 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 with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for such non-compliance 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 (Virgin Galactic Holdings, Inc)

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: Purchase Agreement

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