Intellectual Property; Information Technology; Security. (i) Each of the Company and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by the Company and its Subsidiaries in the conduct of its business as currently conducted, and neither the Company nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the Company’s Disclosure Schedule lists all registered Intellectual Property owned by the Company and its Subsidiaries, and all contracts to which the Company and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of the Company and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the Company’s Knowledge, such Intellectual Property is valid and enforceable, subject to the Bankruptcy and Equity Exception. (ii) Each of the Company and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to the Company’s Knowledge, the use of any Intellectual Property by the Company or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to the Company’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of the Company or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company or any of its Subsidiaries; and (D) neither the Company nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against the Company or any of its Subsidiaries with respect to any Intellectual Property used by the Company or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, the Company and its Subsidiaries are unaware of any facts or events that would give rise to any legal proceeding against the Company or any of its Subsidiaries that is likely to succeed, (iii) To the Company’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the Company’s and its Subsidiaries respective businesses (collectively, “Company IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Company IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither the Company nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company IT Systems. The Company and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. Neither the Company nor any of its Subsidiaries is in breach of any Material Contract related to any Company IT Systems. (iv) Except as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries. (v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”). (vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information.
Appears in 2 contracts
Sources: Merger Agreement (First Foundation Inc.), Merger Agreement (First Foundation Inc.)
Intellectual Property; Information Technology; Security. (i) Each of the Company FNBB and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by the Company FNBB and its Subsidiaries in the conduct of its business as currently conducted, and neither the Company FNBB nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the CompanyFNBB’s Disclosure Schedule lists all registered Intellectual Property owned by the Company FNBB and its Subsidiaries, and all contracts to which the Company FNBB and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company FNBB and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of the Company FNBB and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default in any material respect under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the CompanyFNBB’s Knowledge, such Intellectual Property is valid and enforceableenforceable (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Bankruptcy and Equity Exceptionor affecting creditors’ rights or by general equity principles).
(ii) (A) Each of the Company FNBB and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to the CompanyFNBB’s Knowledge, the use of any Intellectual Property by the Company FNBB or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to the CompanyFNBB’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of the Company FNBB or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company FNBB or any of its Subsidiaries; and (D) neither the Company FNBB nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against the Company FNBB or any of its Subsidiaries with respect to any Intellectual Property used by the Company FNBB or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, the Company and neither FNBB nor its Subsidiaries are unaware has Knowledge of any facts or events that would give rise to result in any legal proceeding against the Company FNBB or any of its Subsidiaries that is likely to succeed,.
(iii) To the CompanyFNBB’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the CompanyFNBB’s and its Subsidiaries respective businesses (collectively, “Company FNBB IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Company FNBB IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither the Company FNBB nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company FNBB IT Systems. The Company FNBB and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. Neither the Company To FNBB’s Knowledge, neither FNBB nor any of its Subsidiaries is in breach of any Material Contract related to any Company FNBB IT Systems.
(iv) Except as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the CompanyTo FNBB’s Knowledge, since January 1, 20192015, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company FNBB and its Subsidiaries.
(v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”).
(vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information.
Appears in 2 contracts
Sources: Merger Agreement (FNB Bancorp/Ca/), Merger Agreement (Trico Bancshares /)
Intellectual Property; Information Technology; Security. (i) Each of the Company Cornerstone and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by the Company Cornerstone and its Subsidiaries in the conduct of its business as currently conducted, and neither the Company Cornerstone nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the CompanyCornerstone’s Disclosure Schedule lists all registered Intellectual Property owned by the Company Cornerstone and its Subsidiaries, and all contracts to which the Company Cornerstone and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company Cornerstone and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of the Company Cornerstone and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the CompanyCornerstone’s Knowledge, such Intellectual Property is valid and enforceable, subject to the Bankruptcy and Equity Exception.
(ii) (A) Each of the Company Cornerstone and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to the CompanyCornerstone’s Knowledge, the use of any Intellectual Property by the Company Cornerstone or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to the CompanyCornerstone’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of the Company Cornerstone or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company Cornerstone or any of its Subsidiaries; and (D) neither the Company Cornerstone nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against the Company Cornerstone or any of its Subsidiaries with respect to any Intellectual Property used by the Company Cornerstone or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, the Company Cornerstone and its Subsidiaries are unaware of any facts or events that would give rise to any legal proceeding against the Company Cornerstone or any of its Subsidiaries that is likely to succeed,
(iii) To the CompanyCornerstone’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the CompanyCornerstone’s and its Subsidiaries respective businesses (collectively, “Company Cornerstone IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Company Cornerstone IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither the Company Cornerstone nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company Cornerstone IT Systems. The Company Cornerstone and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. Neither the Company Cornerstone nor any of its Subsidiaries is in breach of any Material Contract related to any Company Cornerstone IT Systems.
(iv) Except as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries.
(v) The Company Cornerstone and its Subsidiaries have established and implemented maintain written policies regarding information privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, programs and (B) any commitments of the Company or any of its Subsidiaries policies (such programs and policies, collectively, the “Privacy and Security Policies”) that (A) comply in all material respects with all requirements of all applicable data protection laws, (B) are consistent with reasonable industry standards and (C) any commitments of Cornerstone or any of its Subsidiaries, each case to protect the privacy, confidentiality and security of all Personal Information against any (i) unauthorized access, loss or misuse of Personal Information, (ii) unauthorized or unlawful operations performed upon Personal Information, or (iii) other act or omission that compromises the privacy, security or confidentiality of Personal Information (clauses (i) through (iii), a “Security Breach”).
(v) To the Knowledge of Cornerstone, neither Cornerstone nor any of its Subsidiaries has experienced any Security Breach that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Cornerstone or require a report to a Governmental Entity. To the Knowledge of Cornerstone, there are no data security or other technological vulnerabilities with respect to its information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Cornerstone.
(vi) Within the prior three- (3) year periodperiod preceding the date of this Agreement, the Company Cornerstone and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the CompanyCornerstone’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information.
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Plumas Bancorp), Agreement and Plan of Merger and Reorganization (Plumas Bancorp)
Intellectual Property; Information Technology; Security. (i) Each of the Company Severn and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by the Company in and its Subsidiaries in material to the conduct of its business as currently conducted, and neither the Company Severn nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the Company’s Disclosure Schedule lists Severn has listed all registered Intellectual Property owned by the Company Severn and its Subsidiaries, and all contracts to which the Company Severn and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company Severn and its Subsidiaries Subsidiaries, in Section 5.03(t)(i) of Severn’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses). Each of the Company Severn and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the CompanySevern’s Knowledge, such Intellectual Property is valid and enforceable, subject to the Bankruptcy and Equity Exception.
(ii) (A) Each of the Company Severn and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to the CompanySevern’s Knowledge, the use of any Intellectual Property by the Company Severn or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to the CompanySevern’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of the Company Severn or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company Severn or any of its Subsidiaries; and (D) neither the Company Severn nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against the Company Severn or any of its Subsidiaries with respect to any Intellectual Property used by the Company Severn or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, the Company Severn and its Subsidiaries are unaware of any facts or events that would give rise to any legal proceeding against the Company Severn or any of its Subsidiaries that is likely to succeed,.
(iii) To the CompanySevern’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary and material to the conduct of the CompanySevern’s and its Subsidiaries respective businesses (collectively, “Company Severn IT Systems”) have been properly maintained maintained, in all material respects, by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Company Severn IT Systems are in good working condition to effectively perform in all material respects all information technology operations necessary to conduct business as currently conducted. Neither the Company Severn nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company Severn IT Systems. The Company Severn and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. Neither the Company Severn nor any of its Subsidiaries is in breach of any Material Contract related to any Company Severn IT Systems.
(iv) Except as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries.
(v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”).
(vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information.
Appears in 1 contract
Intellectual Property; Information Technology; Security. (i) Each of the Company and its Subsidiaries FAB owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by the Company which is listed and its Subsidiaries described in the conduct Section 5.03(t)(i) of its business as currently conductedFAB’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses), and neither the Company nor any of its Subsidiaries FAB has not received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the Company’s Disclosure Schedule lists all registered Intellectual Property owned by the Company and its Subsidiaries, and all contracts to which the Company and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of the Company and its Subsidiaries FAB owns or has a valid right to use or license such the Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the CompanyFAB’s Knowledgeknowledge, such Intellectual Property is valid and enforceable, subject to the Bankruptcy and Equity Exception.
(ii) Each of the Company and its Subsidiaries (A) FAB owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to the CompanyFAB’s Knowledgeknowledge, the use of any Intellectual Property by the Company or any of its Subsidiaries FAB and the conduct of their respective businesses its business as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to the CompanyFAB’s Knowledgeknowledge, no Person is challenging, infringing on or otherwise violating any right of the Company or any of its Subsidiaries FAB with respect to any Intellectual Property owned by and/or licensed to the Company or any of its SubsidiariesFAB; and (D) neither the Company nor any of its Subsidiaries FAB has not received any written notice or otherwise has Knowledge knowledge of any pending legal proceeding against the Company or any of its Subsidiaries FAB with respect to any Intellectual Property used by the Company or any of its SubsidiariesFAB, or any Intellectual Property owned by any Person, and as of the date hereof, the Company and its Subsidiaries are FAB is unaware of any facts or events that would give rise to any legal proceeding against the Company or any of its Subsidiaries FAB that is likely to succeed,.
(iii) To the CompanyFAB’s Knowledgeknowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the CompanyFAB’s and its Subsidiaries respective businesses business (collectively, “Company FAB IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Company FAB IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither the Company nor any of its Subsidiaries FAB has not experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company FAB IT Systems. The Company and its Subsidiaries have FAB has taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. Neither the Company nor any of its Subsidiaries FAB is not in breach of any Material Contract related to any Company FAB IT Systems.
(iv) Except as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries.
(v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”).
(vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information.
Appears in 1 contract
Intellectual Property; Information Technology; Security. (i) Each of the Company and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by the Company and its Subsidiaries in the conduct of its business as currently conducted, and neither the Company nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the Company’s Disclosure Schedule lists all registered Intellectual Property owned by the Company and its Subsidiaries, and all contracts to which the Company and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of the Company and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the Company’s Knowledge, such Intellectual Property is valid and enforceable, subject to the Bankruptcy and Equity Exception..
(ii) Each of the Company and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to the Company’s Knowledge, the use of any Intellectual Property by the Company or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to the Company’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of the Company or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company or any of its Subsidiaries; and (D) neither the Company nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against the Company or any of its Subsidiaries with respect to any Intellectual Property used by the Company or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, the Company and its Subsidiaries are unaware of any facts or events that would give rise to any legal proceeding against the Company or any of its Subsidiaries that is likely to succeed,,
(iii) To the Company’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the Company’s and its Subsidiaries respective businesses (collectively, “Company IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Company IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither the Company nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company IT Systems. The Company and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. Neither the Company nor any of its Subsidiaries is in breach of any Material Contract related to any Company IT Systems..
(iv) Except as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries..
(v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”)..
(vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information..
Appears in 1 contract
Intellectual Property; Information Technology; Security. (i) Each of the Company Seller and its Subsidiaries owns owns, or possesses valid and binding licenses and other rights to use use, all Intellectual Property used by the Company in and its Subsidiaries in material to the conduct of its business as currently conducted, and neither the Company Seller nor any of its Subsidiaries has received received, since January 1, 2017, any written notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the Company’s Disclosure Schedule lists Seller has listed all registered Intellectual Property owned by the Company Seller and its SubsidiariesSubsidiaries as of the date hereof, and all contracts pursuant to which the Company Seller and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company Seller and its Subsidiaries Subsidiaries, in Section 5.03(t)(i) of Seller’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” software licenses). Each of the Company Seller and its Subsidiaries owns or has a valid right to use or license such Intellectual Propertyowns, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), or has a valid right to use or license the Intellectual Property, and has performed all the obligations required to be performed by it and is not in default under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the CompanySeller’s Knowledge, such the Intellectual Property owned or licensed by Seller and its Subsidiaries is valid and enforceable, subject to the Bankruptcy and Equity Exception.
(ii) Each of the Company and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (BA) to the CompanyTo Seller’s Knowledge, the use of any Intellectual Property by the Company Seller or any of its Subsidiaries as currently used and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (CB) to the CompanySeller’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of the Company Seller or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company Seller or any of its Subsidiaries; and (DC) since January 1, 2017, neither the Company Seller nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against the Company Seller or any of its Subsidiaries with respect to any Intellectual Property used by the Company Seller or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, the Company and neither Seller nor any of its Subsidiaries are unaware has Knowledge of any facts or events that would reasonably give rise to any legal proceeding against the Company Seller or any of its Subsidiaries that is likely to succeed,.
(iii) To the CompanySeller’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary and material to the conduct of the CompanySeller’s and its Subsidiaries respective businesses (collectively, “Company Seller IT Systems”) have been properly maintained maintained, in all material respects, by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Company Seller IT Systems are in good working condition to effectively perform in all material respects all information technology operations necessary to conduct business as currently conducted. Neither the Company Seller nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company Seller IT Systems. The Company Seller and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary coursecourse of business consistent with past practice) without material disruption to, or material interruption in, the conduct of its business. Neither Seller and its Subsidiaries conducts periodic tests of the Company nor effectiveness of such back-up and recovery systems.
(iv) Seller and each of its Subsidiaries is, and has been since January 1, 2017, in compliance in all material respects with the Privacy and Information Security Requirements. There is no legal proceeding pending or, to Seller’s Knowledge, threatened against Seller or any of its Subsidiaries alleging a material violation of any Privacy and Information Security Requirements. Since January 1, 2017, Seller and its Subsidiaries have not received any adverse findings by a Governmental Authority in the course of an audit or other circumstance with respect to compliance with Privacy and Information Security Requirements. Seller and each of its Subsidiaries have taken reasonable steps to ensure that all personally identifiable information subject to Privacy and Information Security Requirements and received by Seller or any of its Subsidiaries is in breach protected against loss and against unauthorized access, use, modification, disclosure or other misuse. Since January 1, 2017, there has been no loss, theft, or unauthorized access to or misuse of any Material Contract related personally identifiable information subject to Privacy and Information Security Requirements nor has Seller or any of its Subsidiaries been required to provide any notice to any Company IT SystemsGovernmental Authority or Person in connection with an unauthorized breach, disclosure or use of such information in such time period. The business of Seller and its Subsidiaries as presently conducted and the consummation of the transactions contemplated by this Agreement do not violate or conflict with any Privacy and Information Security Requirements.
(ivv) Except as set forth in Section 5.03(t)(iv) Seller and each of its Subsidiaries have taken commercially reasonable steps and implemented commercially reasonable procedures with respect to the accessibility, integrity and confidentiality of the Company’s Disclosure ScheduleSeller IT Systems, including to the Companyprotect against malicious code or cyber-attacks intended to permit unauthorized access, tampering, disablement or damage to any Seller IT Systems. To Seller’s Knowledge, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries.
(v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”).
(vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge2017, no Person has gained unauthorized access to any Seller IT Systems, or misused any Personal Informationconfidential information, trade secrets or other information subject to Privacy and Information Security Requirements stored or processed in the Seller IT Systems.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)
Intellectual Property; Information Technology; Security. (i) Each of the Company IDPK and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by the Company which is listed and its Subsidiaries described in the conduct Section 5.03(t)(i) of its business as currently conductedIDPK’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses), and neither the Company IDPK nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the Company’s Disclosure Schedule lists all registered Intellectual Property owned by the Company and its Subsidiaries, and all contracts to which the Company and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of the Company IDPK and its Subsidiaries owns or has a valid right to use or license such the Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the Company’s KnowledgeKnowledge of IDPK, such Intellectual Property is valid and enforceable, subject to the Bankruptcy and Equity Exception.
(ii) (A) Each of the Company IDPK and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, exceptexcept for restrictions set forth in any licensed Intellectual Property), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to the Company’s KnowledgeKnowledge of IDPK, the use of any Intellectual Property by the Company IDPK or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to the Company’s KnowledgeKnowledge of IDPK, no Person is challenging, infringing on or otherwise violating any right of the Company IDPK or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company IDPK or any of its Subsidiaries; and (D) neither the Company IDPK nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against the Company IDPK or any of its Subsidiaries with respect to any Intellectual Property used by the Company IDPK or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, the Company IDPK and its Subsidiaries are unaware have no Knowledge of any facts or events that would give rise to any legal proceeding against the Company IDPK or any of its Subsidiaries that is likely to succeed,.
(iii) To the Company’s KnowledgeKnowledge of IDPK, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the CompanyIDPK’s and its Subsidiaries Subsidiaries’ respective businesses (collectively, “Company IDPK IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and usemaintained. The Company IDPK IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither the Company IDPK nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company IDPK IT Systems. The Company IDPK and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. Neither the Company IDPK nor any of its Subsidiaries is in breach of any Material Contract related to any Company IDPK IT Systems.
(iv) Except as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries.
(v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”).
(vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)
Intellectual Property; Information Technology; Security. (i) Each of the Company HEOP and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by the Company HEOP and its Subsidiaries in the conduct of its business as currently conducted, and neither the Company HEOP nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the Company’s Disclosure Schedule lists HEOP has listed all registered Intellectual Property owned by the Company HEOP and its Subsidiaries, and all contracts to which the Company HEOP and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company HEOP and its Subsidiaries Subsidiaries, in Section 5.03(t)(i) of HEOP’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses). Each of the Company HEOP and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the CompanyHEOP’s Knowledge, such Intellectual Property is valid and enforceable, subject to the Bankruptcy and Equity Exception.
. (ii) (A) Each of the Company HEOP and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to the CompanyHEOP’s Knowledge, the use of any Intellectual Property by the Company HEOP or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to the Company’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of the Company or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company or any of its Subsidiaries; and (D) neither the Company nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against the Company or any of its Subsidiaries with respect to any Intellectual Property used by the Company or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, the Company and its Subsidiaries are unaware of any facts or events that would give rise to any legal proceeding against the Company or any of its Subsidiaries that is likely to succeed,their
(iii) To the CompanyHEOP’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the CompanyHEOP’s and its Subsidiaries respective businesses (collectively, “Company HEOP IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Company HEOP IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither the Company HEOP nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company HEOP IT Systems. The Company HEOP and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. Neither the Company HEOP nor any of its Subsidiaries is in breach of any Material Contract related to any Company HEOP IT Systems.
(iv) Except as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries.
(v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”).
(vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information.
Appears in 1 contract
Intellectual Property; Information Technology; Security. (i) Each of the Company HEOP and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by the Company HEOP and its Subsidiaries in the conduct of its business as currently conducted, and neither the Company HEOP nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the Company’s Disclosure Schedule lists HEOP has listed all registered Intellectual Property owned by the Company HEOP and its Subsidiaries, and all contracts to which the Company HEOP and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company HEOP and its Subsidiaries Subsidiaries, in Section 5.03(t)(i) of HEOP’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses). Each of the Company HEOP and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the CompanyHEOP’s Knowledge, such Intellectual Property is valid and enforceable, subject to the Bankruptcy and Equity Exception.
(ii) (A) Each of the Company HEOP and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to the CompanyHEOP’s Knowledge, the use of any Intellectual Property by the Company HEOP or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to the CompanyHEOP’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of the Company HEOP or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company HEOP or any of its Subsidiaries; and (D) neither the Company HEOP nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against the Company HEOP or any of its Subsidiaries with respect to any Intellectual Property used by the Company HEOP or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, the Company HEOP and its Subsidiaries are unaware of any facts or events that would give rise to any legal proceeding against the Company HEOP or any of its Subsidiaries that is likely to succeed,.
(iii) To the CompanyHEOP’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the CompanyHEOP’s and its Subsidiaries respective businesses (collectively, “Company HEOP IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Company HEOP IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither the Company HEOP nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company HEOP IT Systems. The Company HEOP and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. Neither the Company HEOP nor any of its Subsidiaries is in breach of any Material Contract related to any Company HEOP IT Systems.
(iv) Except as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries.
(v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”).
(vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Heritage Oaks Bancorp)
Intellectual Property; Information Technology; Security. (i) Each of the Company Grandpoint and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by the Company in and its Subsidiaries in material to the conduct of its business as currently conducted, and neither the Company Grandpoint nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the Company’s Disclosure Schedule lists Grandpoint has listed all registered Intellectual Property owned by the Company Grandpoint and its Subsidiaries, and all contracts to which the Company Grandpoint and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company Grandpoint and its Subsidiaries Subsidiaries, in Section 5.03(t)(i) of Grandpoint’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses). Each of the Company Grandpoint and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the CompanyGrandpoint’s Knowledge, such Intellectual Property is valid and enforceable, subject to the Bankruptcy and Equity Exception.
(ii) (A) Each of the Company Grandpoint and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, exceptexcept for any restrictions set forth in any licensed Intellectual Property), all Intellectual Property used in or necessary for and material to the conduct of its business as currently conducted; (B) to the CompanyGrandpoint’s Knowledge, the use of any Intellectual Property by the Company Grandpoint or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to the CompanyGrandpoint’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of the Company Grandpoint or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company Grandpoint or any of its Subsidiaries; and (D) since January 1, 2015, neither the Company Grandpoint nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against the Company Grandpoint or any of its Subsidiaries with respect to any Intellectual Property used by the Company Grandpoint or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, the Company and neither Grandpoint nor any of its Subsidiaries are unaware has Knowledge of any facts or events that would reasonably give rise to any legal proceeding against the Company Grandpoint or any of its Subsidiaries that is likely to succeed,.
(iii) To the CompanyGrandpoint’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary and material to the conduct of the CompanyGrandpoint’s and its Subsidiaries respective businesses (collectively, “Company Grandpoint IT Systems”) have been properly maintained maintained, in all material respects, by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Company Grandpoint IT Systems are in good working condition to effectively perform in all material respects all information technology operations necessary to conduct business as currently conducted. Neither the Company Grandpoint nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company Grandpoint IT Systems. The Company Grandpoint and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. Neither the Company nor any of its Subsidiaries is in breach of any Material Contract related to any Company IT Systems.
(iv) Except as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries.
(v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”).
(vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information.
Appears in 1 contract
Intellectual Property; Information Technology; Security. (i) Each of the Company DELTA and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by the Company which is listed and its Subsidiaries described in the conduct Section 5.03(t)(i) of its business as currently conductedDELTA’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses), and neither the Company DELTA nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the Company’s Disclosure Schedule lists all registered Intellectual Property owned by the Company and its Subsidiaries, and all contracts to which the Company and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of the Company DELTA and its Subsidiaries owns or has a valid right to use or license such the Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the CompanyDELTA’s Knowledge, such Intellectual Property is valid and enforceable, subject to enforceable in the Bankruptcy and Equity ExceptionUnited States.
(ii) (A) Each of the Company DELTA and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to the CompanyDELTA’s Knowledge, the use of any Intellectual Property by the Company DELTA or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to the CompanyDELTA’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of the Company DELTA or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company DELTA or any of its Subsidiaries; and (D) neither the Company DELTA nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against the Company DELTA or any of its Subsidiaries with respect to any Intellectual Property used by the Company DELTA or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, the Company DELTA and its Subsidiaries are unaware of any facts or events that would give rise to any legal proceeding against the Company DELTA or any of its Subsidiaries that is likely to succeed,.
(iii) To the CompanyDELTA’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the CompanyDELTA’s and its Subsidiaries respective businesses (collectively, “Company DELTA IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Company DELTA IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither the Company DELTA nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company DELTA IT Systems. The Company DELTA and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. Neither the Company DELTA nor any of its Subsidiaries is in breach of any Material Contract related to any Company DELTA IT Systems.
(iv) Except as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries.
(v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”).
(vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information.
Appears in 1 contract
Intellectual Property; Information Technology; Security. (i) Each of the Company SCB and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by the Company which is listed and its Subsidiaries described in the conduct Section 5.03(t)(i) of its business as currently conductedSCB’s Disclosure Schedule (other than commercially available “shrink wrap” or “click wrap” licenses), and neither the Company SCB nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the Company’s Disclosure Schedule lists all registered Intellectual Property owned by the Company and its Subsidiaries, and all contracts to which the Company and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of the Company SCB and its Subsidiaries owns or has a valid right to use or license such the Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the CompanySCB’s Knowledge, such Intellectual Property is valid and enforceable, subject to the Bankruptcy and Equity Exception.
(ii) (A) Each of the Company SCB and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to the CompanySCB’s Knowledge, the use of any Intellectual Property by the Company SCB or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to the CompanySCB’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of the Company SCB or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company SCB or any of its Subsidiaries; and (D) neither the Company SCB nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against the Company SCB or any of its Subsidiaries with respect to any Intellectual Property used by the Company SCB or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, the Company SCB and its Subsidiaries are unaware of any facts or events that would give rise to any legal proceeding against the Company SCB or any of its Subsidiaries that is likely to succeed,.
(iii) To the CompanySCB’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the CompanySCB’s and its Subsidiaries respective businesses (collectively, “Company SCB IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Company SCB IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither the Company SCB nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company SCB IT Systems. The Company SCB and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. Neither the Company SCB nor any of its Subsidiaries is in breach of any Material Contract related to any Company SCB IT Systems.
(iv) Except as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries.
(v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”).
(vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information.
Appears in 1 contract
Intellectual Property; Information Technology; Security. (i) Each of the Company Valley and its Subsidiaries owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by the Company Valley and its Subsidiaries in the conduct of its business as currently conducted, and neither the Company Valley nor any of its Subsidiaries has received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the CompanyValley’s Disclosure Schedule lists all registered Intellectual Property owned by the Company Valley and its Subsidiaries, and all contracts to which the Company Valley and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company Valley and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of the Company Valley and its Subsidiaries owns or has a valid right to use or license such Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the CompanyValley’s Knowledge, such Intellectual Property is valid and enforceable, subject to the Bankruptcy and Equity Exception.
(ii) (A) Each of the Company Valley and its Subsidiaries owns or is validly licensed to use (in each case, free and clear of any Liens, except), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to the CompanyValley’s Knowledge, the use of any Intellectual Property by the Company Valley or any of its Subsidiaries and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to the CompanyValley’s Knowledge, no Person is challenging, infringing on or otherwise violating any right of the Company Valley or any of its Subsidiaries with respect to any Intellectual Property owned by and/or licensed to the Company Valley or any of its Subsidiaries; and (D) neither the Company Valley nor any of its Subsidiaries has received any written notice or otherwise has Knowledge of any pending legal proceeding against the Company Valley or any of its Subsidiaries with respect to any Intellectual Property used by the Company Valley or any of its Subsidiaries, or any Intellectual Property owned by any Person, and as of the date hereof, the Company Valley and its Subsidiaries are unaware of any facts or events that would give rise to any legal proceeding against the Company Valley or any of its Subsidiaries that is likely to succeed,.
(iii) To the CompanyValley’s Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the CompanyValley’s and its Subsidiaries respective businesses (collectively, “Company Valley IT Systems”) have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Company Valley IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither the Company Valley nor any of its Subsidiaries has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company Valley IT Systems. The Company Valley and its Subsidiaries have taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. Neither the Company Valley nor any of its Subsidiaries is in breach of any Material Contract related to any Company Valley IT Systems.
(iv) Except as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries.
(v) The Company Valley and its Subsidiaries have established and implemented maintain written policies regarding information privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, programs and (B) any commitments of the Company or any of its Subsidiaries policies (such programs and policies, collectively, the “Privacy and Security Policies”) that: (A) comply in all material respects with all requirements of all applicable data protection laws; (B) are consistent with reasonable industry standards; and (C) protect the privacy, confidentiality and security of all Personal Information against any: (i) unauthorized access, loss or misuse of Personal Information; (ii) unauthorized or unlawful operations performed upon Personal Information; or (iii) other act or omission that compromises the privacy, security or confidentiality of Personal Information (clauses (i) through (iii), a “Security Breach”).
(v) To the knowledge of Valley, neither Valley nor any of its Subsidiaries has experienced any Security Breach that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Valley or require a report to a Governmental Entity. To the knowledge of Valley, there are no data security or other technological vulnerabilities with respect to its information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Valley.
(vi) Within the prior three- three (3) year period3)-year period preceding the date of this Agreement, the Company Valley and each of its Subsidiaries have have: (A) complied in all material respects with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, ; and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the CompanyValley’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information.
Appears in 1 contract
Intellectual Property; Information Technology; Security. (i) Each of the Company and its Subsidiaries SDTB owns or possesses valid and binding licenses and other rights to use all Intellectual Property used by the Company which is listed and its Subsidiaries described in the conduct Section 5.03(t)(i) of its business as currently conductedSDTB's Disclosure Schedule (other than commercially available "shrink wrap" or "click wrap" licenses), and neither the Company nor any of its Subsidiaries SDTB has not received any notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Section 5.03(t)(i) of the Company’s Disclosure Schedule lists all registered Intellectual Property owned by the Company and its Subsidiaries, and all contracts to which the Company and its Subsidiaries has licensed Intellectual Property from third parties that is material to the operation of the Company and its Subsidiaries (other than commercially available “shrink wrap” or “click wrap” licenses). Each of the Company and its Subsidiaries SDTB owns or has a valid right to use or license such the Intellectual Property, free and clear of all Liens (except any restrictions set forth in any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default under any contract, agreement, arrangement or commitment relating to any of the foregoing. To the Company’s SDTB's Knowledge, such Intellectual Property is valid and enforceable, subject to the Bankruptcy and Equity Exception.
(ii) Each of the Company and its Subsidiaries (A) SDTB owns or is validly licensed to use (in each case, free and clear of any Liens, exceptexcept for restrictions set forth in any licensed Intellectual Property), all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (B) to the Company’s SDTB's Knowledge, the use of any Intellectual Property by the Company or any of its Subsidiaries SDTB and the conduct of their respective businesses its business as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (C) to the Company’s SDTB's Knowledge, no Person is challenging, infringing on or otherwise violating any right of the Company or any of its Subsidiaries SDTB with respect to any Intellectual Property owned by and/or licensed to the Company or any of its SubsidiariesSDTB; and (D) neither the Company nor any of its Subsidiaries SDTB has not received any written notice or otherwise has Knowledge of any pending legal proceeding against the Company or any of its Subsidiaries SDTB with respect to any Intellectual Property used by the Company or any of its SubsidiariesSDTB, or any Intellectual Property owned by any Person, and as of the date hereof, the Company and its Subsidiaries are SDTB is unaware of any facts or events that would give rise to any legal proceeding against the Company or any of its Subsidiaries SDTB that is likely to succeed,.
(iii) To the Company’s SDTB's Knowledge, all information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the Company’s and its Subsidiaries respective businesses SDTB's business (collectively, “Company "SDTB IT Systems”") have been properly maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to ensure proper operation, monitoring and use. The Company SDTB IT Systems are in good working condition to effectively perform all information technology operations necessary to conduct business as currently conducted. Neither the Company nor any of its Subsidiaries SDTB has not experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the Company SDTB IT Systems. The Company and its Subsidiaries have SDTB has taken commercially reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of its business (including such data and information that is stored on magnetic or optical media in the ordinary course) without material disruption to, or material interruption in, the conduct of its business. Neither the Company nor any of its Subsidiaries SDTB is not in breach of any Material Contract related to any Company SDTB IT Systems.
(iv) Except as set forth in Section 5.03(t)(iv) of the Company’s Disclosure Schedule, to the Company’s Knowledge, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries.
(v) The Company and its Subsidiaries have established and implemented written policies regarding privacy, cyber security and data security that are commercially reasonable, and, to the Company’s Knowledge, consistent with (A) reasonable practices in the industry, and (B) any commitments of the Company or any of its Subsidiaries (such policies, collectively, the “Privacy and Security Policies”).
(vi) Within the prior three- (3) year period, the Company and each of its Subsidiaries have (A) complied with all of their respective Privacy and Security Policies and contractual obligations, and all applicable Laws, in each case, regarding Personal Information, including with respect to the collection, use, storage, processing, transmission, transfer, disclosure and protection of Personal Information, and (B) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Information, and to the Company’s Knowledge, no Person has gained unauthorized access to or misused any Personal Information.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)