Common use of Intellectual Property and Data Privacy Clause in Contracts

Intellectual Property and Data Privacy. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all Registered Intellectual Property included in the Company Business Owned Intellectual Property (the “Company Business Registered Intellectual Property”). Company or a Company Subsidiary is, or after giving effect to the Separation will be, the sole and exclusive owner of all material Company Business Registered Intellectual Property, free and clear of all Liens other than Company Permitted Liens. Company or a Company Subsidiary owns (or after giving effect to the Separation will own) or has the valid right to use all Company Business Intellectual Property necessary to conduct the Company Business in all material respects in substantially the same manner as conducted by Company and the Company Subsidiaries on the date of this Agreement and as of immediately prior to Closing, free and clear of all Liens other than Company Permitted Liens. The Company Business Registered Intellectual Property is subsisting and, to the Knowledge of Company, valid and enforceable. (b) Following the consummation of the CSG-Vista Outdoor Merger, and except with respect to any services to be provided under the Transition Services Agreement or any Intellectual Property licensed under Sections 9.02 and 9.03 of the Separation Agreement, the Vista Outdoor Group will not own any Intellectual Property necessary for the conduct of the Company Business. (c) Except for those matters that, individually or in the aggregate, have not been, or would not reasonably be expected to be, material to the Company Business, taken as a whole, (i) no Actions are pending or, since April 1, 2021, have been threatened in writing, or, to the Knowledge of Company, orally threatened, to Company or the Company Subsidiaries, in each case, against Company or any of the Company Subsidiaries by any Person relating to the Company Business (A) claiming that Company or any of the Company Subsidiaries is infringing, diluting, misappropriating or otherwise violating, or has infringed, diluted, misappropriated or otherwise violated, any third-party Intellectual Property, or (B) challenging the validity, ownership, patentability or enforceability of, or the ability by Company or any of the Company Subsidiaries to register or use, any Company Business Intellectual Property (including Actions before the United States Patent and Trademark Office or comparable foreign governmental authorities, but excluding office actions received during prosecution); (ii) to the Knowledge of Company, the conduct of the Company Business, including the provision of products and services, does not infringe, dilute, misappropriate or violate, and since April 1, 2021, has not infringed, diluted, misappropriated or otherwise violated, any Intellectual Property of another Person; (iii) since April 1, 2021, none of Company or any of the Company Subsidiaries has filed any Action or threatened in writing any claim against any third Person alleging that such Person infringes, dilutes, misappropriates or violates any Company Business Owned Intellectual Property; and (iv) to the Knowledge of Company, as of the date of this Agreement, no Person is infringing, diluting, misappropriating or violating any Company Business Owned Intellectual Property. (d) Except for those matters that, individually or in the aggregate, have not been, or would not reasonably be expected to be, material to the Company Business, taken as a whole, all Persons, including past and present employees and contractors of Company and the Company Subsidiaries, who have contributed to or participated in the conception or development of any material Company Business Owned Intellectual Property have entered into valid and enforceable written proprietary rights agreements with Vista Outdoor, Company or a Company Subsidiary pursuant to which such Persons assign ownership of all of their rights in such Intellectual Property exclusively to Company or the applicable Company Subsidiary and agree to maintain the confidentiality of such Intellectual Property. To the Knowledge of Company, no such Person is in breach of such agreements. (e) Company and its Subsidiaries have taken commercially reasonable steps to preserve, protect and enforce all material Company Business Owned Intellectual Property, and to maintain the confidentiality of all material confidential Company Business Intellectual Property, including material confidential and proprietary Know-How included in the Company Business Intellectual Property, and to comply with all duties to protect confidential information provided to Company or a Company Subsidiary by another Person. (f) Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each of the IT Systems used by Company and each of the Company Subsidiaries operates and performs in all respects as required to permit Company and the Company Subsidiaries to conduct the Company Business as currently conducted, and Company and each of Company Subsidiaries owns or otherwise has the right to use all such IT Systems, (ii) Company and the Company Subsidiaries have taken reasonable actions necessary and in accordance with industry standards and legal requirements to protect the security and integrity of the IT Systems used by Company and each of the Company Subsidiaries and the data stored or contained therein or transmitted thereby, and, since April 1, 2021, there has not been any failure with respect to any of the IT Systems used by Company and each of the Company Subsidiaries that has not been remedied or replaced in all respects, (iii) Company and the Company Subsidiaries have implemented and maintained disaster recovery and business continuity measures and (iv) to the Knowledge of Company, the IT Systems used by Company and each Company Subsidiary are free from surreptitious computer code or instructions designed to disrupt, disable, harm or provide unauthorized access to such IT Systems. (g) Except for those matters that, individually or in the aggregate, have not been and would not reasonably be expected to be material to the Company Business, taken as a whole, (i) Company and the Company Subsidiaries are in compliance with all Privacy and Data Security Requirements; (ii) to the Knowledge of Company, since April 1, 2021, there have not been any incidents of, or third-party claims related to, any loss, theft, unauthorized access to or unauthorized acquisition, modification, disclosure or corruption of any Personal Information in Company’s or any of the Company Subsidiaries’ possession; (iii) as of the date of this Agreement, neither Company nor any of the Company Subsidiaries has received any written notice of any claims, investigations (including investigations by any Governmental Authority) or alleged violations of any Data Privacy Law; and (iv) to the Knowledge of Company, no investigations by any Governmental Authority regarding the Processing of Personal Information by Company or any Company Subsidiary are pending. Company and the Company Subsidiaries do not engage in the sale, as such term defined by applicable Law, of Personal Information.

Intellectual Property and Data Privacy. (a) Section 4.16(aSchedule 4.10(a) of the Company Disclosure Letter sets forth a true and complete listforth, as of the date of this Agreementhereof, a true and complete list of all Registered Intellectual Property included in the registered Company Business Owned Intellectual Property (the “and material unregistered Company Business Registered Owned Intellectual Property”). , including any pending applications to register any of the foregoing, specifying as to each item, as applicable the title, the issuance, registration or application number, country, and owner. (b) The Company and its Subsidiaries have taken such actions as are reasonably necessary to maintain the validity of all registrations and applications for registration for Company Owned Intellectual Property, and the Company or a Company its applicable Subsidiary is, or after giving effect to the Separation will be, is the sole and exclusive owner of all material such Company Business Registered Owned Intellectual Property, Property free and clear of any and all Liens Liens. All Company Owned Intellectual Property is (other than patent applications or applications to register trademarks) valid and enforceable, no Company Permitted Liens. Company Owned Intellectual Property is involved in any interference, reissue, reexamination, opposition, cancellation or a Company Subsidiary owns (or after giving effect similar proceeding and to the Separation will own) Company’s Knowledge, no such action is or has been threatened with respect to any Company Intellectual Property. The Company and its Subsidiaries have the valid right to use all Company Business Intellectual Property necessary to conduct that is used in the Company Business in all and is material respects in substantially the same manner as conducted by Company and the Company Subsidiaries on the date of this Agreement and as of immediately prior to Closing, free and clear of all Liens other than Company Permitted Liens. The Company Business Registered Intellectual Property is subsisting and, to the Knowledge of Company, valid and enforceable. (b) Following the consummation of the CSG-Vista Outdoor Merger, and except with respect to any services to be provided under the Transition Services Agreement or any Intellectual Property licensed under Sections 9.02 and 9.03 of the Separation Agreement, the Vista Outdoor Group will not own any Intellectual Property necessary for the conduct of the Company Business. (c) Except for those matters thatThe Company and its Subsidiaries do not, individually or and in the aggregatethree (3) years prior to the date hereof, have not, infringed, misappropriated, diluted or otherwise violated any Intellectual Property rights of any Person. To the Company’s Knowledge, there is no infringement, misappropriation, dilution or other violation of any of the Company Owned Intellectual Property by any third party. In the three (3) years prior to the date hereof, the Company and its Subsidiaries have not beenreceived written notice of any claims or allegations challenging the validity or ownership by the Company and its Subsidiaries of any Company Intellectual Property or alleging infringement, misappropriation, dilution or would not reasonably be expected to beother violation by the Company and its Subsidiaries. To the Company’s Knowledge, no Company Owned Intellectual Property that is material to the Company BusinessBusiness is subject to any outstanding order, taken as a wholejudgment, (i) no Actions are pending or, since April 1, 2021, have been threatened decree or stipulation restricting or limiting in writing, or, to any material respect the Knowledge of Company, orally threatened, to Company use or licensing thereof by the Company Subsidiaries, in each case, against Company or any of the Company Subsidiaries by any Person relating to the Company Business (A) claiming that Company or any of the Company Subsidiaries is infringing, diluting, misappropriating or otherwise violating, or has infringed, diluted, misappropriated or otherwise violated, any third-party Intellectual Property, or (B) challenging the validity, ownership, patentability or enforceability of, or the ability by Company or any of the Company Subsidiaries to register or use, any Company Business Intellectual Property (including Actions before the United States Patent and Trademark Office or comparable foreign governmental authorities, but excluding office actions received during prosecution); (ii) to the Knowledge of Company, the conduct of the Company Business, including the provision of products and services, does not infringe, dilute, misappropriate or violate, and since April 1, 2021, has not infringed, diluted, misappropriated or otherwise violated, any Intellectual Property of another Person; (iii) since April 1, 2021, none of Company or any of the Company Subsidiaries has filed any Action or threatened in writing any claim against any third Person alleging that such Person infringes, dilutes, misappropriates or violates any Company Business Owned Intellectual Property; and (iv) to the Knowledge of Company, as of the date of this Agreement, no Person is infringing, diluting, misappropriating or violating any Company Business Owned Intellectual Propertyits Subsidiaries. (d) Except for those matters that, individually or in the aggregate, have not been, or would not reasonably be expected to be, material to the Company Business, taken as a whole, all Persons, including past and present employees and contractors of Company and the Company Subsidiaries, who have contributed to or participated in the conception or development of any material Company Business Owned Intellectual Property have entered into valid and enforceable written proprietary rights agreements with Vista Outdoor, Company or a Company Subsidiary pursuant to which such Persons assign ownership of all of their rights in such Intellectual Property exclusively to Company or the applicable Company Subsidiary and agree to maintain the confidentiality of such Intellectual Property. To the Knowledge of Company, no such Person is in breach of such agreements. (e) The Company and its Subsidiaries have taken commercially reasonable steps designed to preserve, protect rights in all trade secrets and enforce all material confidential and proprietary information (both of the Company Business Owned Intellectual Property, and its Subsidiaries and that of third Persons that the Company and its Subsidiaries have received under an obligation of confidentiality) and to maintain the confidentiality of and protect all material confidential Company Business Intellectual Property, including material safeguarding any such information that is accessible through IT Assets. To the Company’s Knowledge, there has been no breach, unauthorized disclosure or unauthorized use of the Company and its Subsidiaries’ confidential and proprietary Know-How included information by any Person. (e) No Governmental Authority, university or educational institution has sponsored research and development in connection with the Business as currently conducted under an agreement or arrangement that would provide such Governmental Authority, university or educational institution with any claim of ownership to any Company Owned Intellectual Property that is necessary for or material to the Business. Neither the Company nor any of its Subsidiaries has made, directly or indirectly, any commitments, promises, submissions, suggestions, statements or declarations to any standards-setting bodies, industry groups or other similar organizations that would, as a condition of membership or participation, obligate the Business to grant licenses to any Person or otherwise impair or limit any of the Company’s or any of its Subsidiaries’ control or use of any material Company Owned Intellectual Property, and to comply with all duties to protect confidential information provided to Company or a Company Subsidiary by another Person. (f) Except for those matters thatIn the three (3) years prior to the date hereof, individually there have been no material failures, breakdowns, outages, malfunctions, continued substandard performance, denial-of-service, instances of unavailability or other adverse events affecting any IT Assets used in the aggregateconduct of the Business. The IT Assets do not have any material security vulnerabilities, “back door”, virus, malware, Trojan horse, or similar malicious code or material bugs. The IT Assets that are material to the Company or any of its Subsidiaries are, as a whole, adequate and sufficient, and in good working condition to effectively perform all information technology operations necessary for the conduct of the Business as currently conducted including having sufficient capacity and maintenance and support requirements to satisfy the material requirements of the Business. The Company and its Subsidiaries have not had implemented commercially reasonable data backup, data storage, system redundancy and would not reasonably be expected disaster avoidance and recovery procedures with respect to have a Company Material Adverse Effectthe IT Assets. There has been no internal or external audit, (i) each inspection or examination, including any penetration testing, of the IT Systems used by Company Assets that has identified any unremediated issue that would be considered a material deficiency or a material weakness in the Business’s internal control structures and each of procedures or any issue that required the Company Subsidiaries operates and performs in all respects as required or any of its Subsidiaries’ to permit Company and the Company Subsidiaries to conduct the Company Business as currently conducted, and Company and each disclose a risk of Company Subsidiaries owns or otherwise has the right to use all such IT Systems, (ii) Company and the Company Subsidiaries have taken reasonable actions necessary and in accordance with industry standards and legal requirements to protect the security and integrity of the IT Systems used by Company and each of the Company Subsidiaries and the data stored or contained therein or transmitted thereby, and, since April 1, 2021, there has not been any failure with respect non-compliance to any of the IT Systems used by Company and each of the Company Subsidiaries that has not been remedied or replaced in all respects, (iii) Company and the Company Subsidiaries have implemented and maintained disaster recovery and business continuity measures and (iv) to the Knowledge of Company, the IT Systems used by Company and each Company Subsidiary are free from surreptitious computer code or instructions designed to disrupt, disable, harm or provide unauthorized access to such IT SystemsGovernmental Authority. (g) Except for those matters that, individually or The Company Intellectual Property constitutes all of the Intellectual Property necessary and sufficient to operate and conduct the Business in all material respects in the aggregate, have not been same manner immediately following the Closing as conducted as of the date hereof. (h) The Company and would not reasonably be expected to be material to the Company Business, taken as a whole, its Subsidiaries (i) are, and during the prior three (3) years have been, in compliance in all material respects with all applicable Laws relating to (a) the collection, storage, use, transfer, sharing, protection, marketing, location tracking, customer tracking, marketing, privacy, security, and processing of Personal Data including all customer proprietary network information (“CPNI”) rules (“Privacy Laws”), (b) industry standards, guidelines, codes and practices to which the Company and any of its Subsidiaries purport to comply with or be bound with respect to the foregoing, (c) their published privacy policies, and contractual obligations applicable to the Company’s and its Subsidiaries’ processing of Personal Data; and (ii) take and have taken commercially reasonable measures consistent with standard industry practices in the industry in which they operated designed to protect Personal Data in their possession or control against loss, misappropriation, destruction, damage, and unauthorized access, use, modification or other misuse. The Company and its Subsidiaries (a) have regularly conducted and regularly conduct vulnerability testing risk assessments, and external audits of the IT Assets; (b) have timely corrected any vulnerabilities identified in such vulnerability testing risk assessments and audits; and (v) timely installed security patches and other fixes to identified technical information security vulnerabilities. The Company and its Subsidiaries are in material compliance with all Privacy and the applicable requirements of the Payment Card Industry Data Security Requirements; Standard. (iii) In the three (3) years prior to the date hereof, there has been no material unauthorized access, misappropriation, use, processing, loss, destruction, modification, or disclosure of Personal Data in the possession or control of the Company or its Subsidiaries. The Company and its Subsidiaries have not provided any notices to, nor have been legally required to provide any such notices, to any Person as a result of any such security breach. To the Company’s Knowledge, no third-party processing Personal Data on behalf of Company has experienced a security breach affecting Company Personal Data. (j) To the Company’s Knowledge, in the prior (3) years, there is no pending, nor has there ever been any, material complaint, audit, proceeding, investigation, or claim against the Company or its Subsidiaries initiated by any Governmental Authority, nor, to the Knowledge of the Company, since April 1is any such action threatened alleging that any processing of Personal Data by the Company or its Subsidiaries is in violation of any applicable Privacy Laws. (k) Neither the execution, 2021, there have not been any incidents ofdelivery, or third-party claims related to, any loss, theft, unauthorized access to or unauthorized acquisition, modification, disclosure or corruption performance of any Personal Information in Company’s or any this Agreement nor the consummation of the Company Subsidiaries’ possession; (iii) as of the date of transactions contemplated in this Agreement, neither Company nor Agreement will violate any of the Company Subsidiaries has received any written notice of any claims, investigations (including investigations by any Governmental Authority) or alleged violations of any Data Privacy Law; and (iv) to the Knowledge of Company, no investigations by any Governmental Authority regarding the Processing of Personal Information by Company or any Company Subsidiary are pending. Company and the Company Subsidiaries do not engage in the sale, as such term defined by applicable Law, of Personal InformationLaws.

Intellectual Property and Data Privacy. (a) Section 4.16(a4.20(a) of the Company Disclosure Letter Schedules sets forth a true true, complete and complete list, as of the date of this Agreement, correct list of all Registered Intellectual Property included in the patent, trademark and copyright registrations and pending applications for registration, and registered domain names, that are Company Business Owned Intellectual Property (the “Company Business Registered Intellectual Property”). Company or a Company Subsidiary is, or after giving effect to the Separation will be, the sole and exclusive owner of all material Company Business Registered Intellectual Property, free and clear of all Liens other than Company Permitted Liens. Company or a Company Subsidiary owns (or after giving effect to the Separation will own) or has the valid right to use all Company Business Intellectual Property necessary to conduct the Company Business in all material respects in substantially the same manner Except as conducted by Company and the Company Subsidiaries on the date of this Agreement and as of immediately prior to Closing, free and clear of all Liens other than Company Permitted Liens. The Company Business Registered Intellectual Property is subsisting and, to the Knowledge of Company, valid and enforceable. (b) Following the consummation of the CSG-Vista Outdoor Merger, and except with respect to any services to be provided under the Transition Services Agreement or any Intellectual Property licensed under Sections 9.02 and 9.03 of the Separation Agreement, the Vista Outdoor Group will not own any Intellectual Property necessary for the conduct of the Company Business. (c) Except for those matters thatwould not, individually or in the aggregate, have not been, or would not be reasonably be expected to be, material to the Company Business, taken as a whole, (i) no Actions are pending or, since April 1, 2021, have been threatened in writing, or, to the Knowledge of Company, orally threatened, to Company or the Company Subsidiaries, in each case, against Company or any of the Company Subsidiaries by any Person relating to the Company Business (A) claiming that Company or any of the Company Subsidiaries is infringing, diluting, misappropriating or otherwise violating, or has infringed, diluted, misappropriated or otherwise violated, any third-party Intellectual Property, or (B) challenging the validity, ownership, patentability or enforceability of, or the ability by Company or any of the Company Subsidiaries to register or use, any Company Business Intellectual Property (including Actions before the United States Patent and Trademark Office or comparable foreign governmental authorities, but excluding office actions received during prosecution); (ii) to the Knowledge of Company, the conduct of the Company Business, including the provision of products and services, does not infringe, dilute, misappropriate or violate, and since April 1, 2021, has not infringed, diluted, misappropriated or otherwise violated, any Intellectual Property of another Person; (iii) since April 1, 2021, none of Company or any of the Company Subsidiaries has filed any Action or threatened in writing any claim against any third Person alleging that such Person infringes, dilutes, misappropriates or violates any Company Business Owned Intellectual Property; and (iv) to the Knowledge of Company, as of the date of this Agreement, no Person is infringing, diluting, misappropriating or violating any Company Business Owned Intellectual Property. (d) Except for those matters that, individually or in the aggregate, have not been, or would not reasonably be expected to be, material to the Company Business, taken as a whole, all Persons, including past and present employees and contractors of Company and the Company Subsidiaries, who have contributed to or participated in the conception or development of any material Company Business Owned Intellectual Property have entered into valid and enforceable written proprietary rights agreements with Vista Outdoor, Company or a Company Subsidiary pursuant to which such Persons assign ownership of all of their rights in such Intellectual Property exclusively to Company or the applicable Company Subsidiary and agree to maintain the confidentiality of such Intellectual Property. To the Knowledge of Company, no such Person is in breach of such agreements. (e) Company and its Subsidiaries have taken commercially reasonable steps to preserve, protect and enforce all material Company Business Owned Intellectual Property, and to maintain the confidentiality of all material confidential Company Business Intellectual Property, including material confidential and proprietary Know-How included in the Company Business Intellectual Property, and to comply with all duties to protect confidential information provided to Company or a Company Subsidiary by another Person. (f) Except for those matters that, individually or in the aggregate, have not had and would not reasonably be expected likely to have a Company Material Adverse Effect, (i) each the Company and its Subsidiaries own or are licensed to use all Intellectual Property used in the conduct of the IT Systems used by Company and each business of the Company and its Subsidiaries operates and performs in all respects as required to permit Company and the Company Subsidiaries to conduct the Company Business as currently conductedconducted (in each case, free and Company clear of any material Encumbrances other than Permitted Encumbrances) and each of Company Subsidiaries owns or otherwise has the right to use all such IT Systems, (ii) Company and the Company Subsidiaries have taken reasonable actions necessary Intellectual Property is valid and in accordance with industry standards and legal requirements to protect the security and integrity of the IT Systems used by Company and each of the Company Subsidiaries and the data stored or contained therein or transmitted thereby, and, since April 1, 2021, there has not been any failure with respect to any of the IT Systems used by Company and each of the Company Subsidiaries that has not been remedied or replaced in all respects, (iii) Company and the Company Subsidiaries have implemented and maintained disaster recovery and business continuity measures and (iv) to the Knowledge of Company, the IT Systems used by Company and each Company Subsidiary are free from surreptitious computer code or instructions designed to disrupt, disable, harm or provide unauthorized access to such IT Systemsenforceable. (gb) Except for those matters thatas would not, individually or in the aggregate, be reasonably likely to have not been and would not reasonably be expected to be material a Company Material Adverse Effect, no claims are pending or, to the knowledge of the Company, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by the Company Businessor any of its Subsidiaries of any Company Intellectual Property or (ii) alleging that the Company or any of its Subsidiaries is violating, taken misappropriating or infringing the Intellectual Property rights of any Person. (c) Except as would not, individually or in the aggregate, be reasonably likely to have a wholeCompany Material Adverse Effect, to the knowledge of the Company, (i) Company and no Person is misappropriating, violating or infringing the rights of the Company or any of its Subsidiaries are in compliance with all Privacy respect to any Company Intellectual Property and Data Security Requirements; (ii) the operation of the business of the Company and its Subsidiaries as currently conducted (or as conducted since January 1, 2021) does not violate, misappropriate or infringe the Intellectual Property rights of any other Person. (d) Except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, the Company has taken commercially reasonable steps to prevent the unauthorized disclosure or use of its trade secrets and confidential information. (e) Except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, with respect to the Knowledge of CompanySystems, since April January 1, 2021, (i) there have has not been any incidents ofmalfunction, unplanned downtime or third-party claims related toservice interruption that has not been remedied, (ii) the Company and its Subsidiaries have implemented in a commercially reasonably timely manner all security patches, security upgrades or mitigating controls as reasonably necessary and that are generally available for the Systems in the Company or its Subsidiaries’ possession and control, (iii) the Company and its Subsidiaries have taken commercially reasonable steps and implemented commercially reasonable procedures designed to avoid introduction of contaminants (e.g., any loss“back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus” or “worm” (as such terms are commonly understood in the software industry)) into the Systems that are in the possession and control of the Company or any of its Subsidiaries and (iv) other than as set forth in Section 4.20(e)(iv) of the Company Disclosure Schedules, theftthere has been no breach of information security, cybersecurity incident (including ransomware of distributed denial of service attacks) or other unauthorized access to or unauthorized acquisitionuse of such Systems that required notification under applicable Laws. The Company has implemented commercially reasonable security, modificationback-ups, disclosure disaster recovery arrangements and hardware and software support and maintenance designed to minimize the risk of material error, breakdown, failure, or corruption of security breach occurring. (f) Except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, the Company does not use or distribute any Personal Information Open Source Software in Company’s the Company Intellectual Property (i) in a manner that would grant any Person (other than the Company or any of its Subsidiaries) any rights or immunities under any Company Intellectual Property or (ii) under any license requiring the Company Subsidiaries’ possession; or any of its Subsidiaries to disclose or distribute any source code owned by the Company or its Subsidiaries to any Person. (iiig) Except as, individually or in the aggregate, has not had, and would not be reasonably likely to have, a Company Material Adverse Effect, (i) the Company and its Subsidiaries have complied in all material respects with all applicable Laws and with their own respective published privacy policies relating to the collection, storage, use, disclosure and transfer of any information held by the Company or its Subsidiaries that can reasonably be used to identify a natural person, including any information defined as of “personal data” or “personally identifiable information” or the date of this Agreementlike under any applicable Law (“Personal Data”), and neither the Company nor any of the Company its Subsidiaries has received a complaint from any written notice Governmental Entity or any other third party regarding its collection, storage, use, disclosure or transfer of Personal Data that is pending or unresolved, (ii) the Company and its Subsidiaries have not, since January 1, 2021, suffered a data breach that would require notification to any claimsperson or Governmental Entity under applicable Laws and (iii) the Company and its Subsidiaries have maintained an information security program that includes commercially reasonable safeguards designed to protect the security, investigations confidentiality and integrity of the Company’s information technology systems (including investigations by any Governmental Authority) or alleged violations of any Personal Data Privacy Law; and (iv) to the Knowledge of Company, no investigations by any Governmental Authority regarding the Processing of Personal Information by Company or any Company Subsidiary are pending. Company and the Company Subsidiaries do not engage in the sale, as such term defined by applicable Law, of Personal InformationCompany’s possession and control).