Common use of IT Systems Clause in Contracts

IT Systems. Except as disclosed in the Registration Statement or the Prospectuses, or as would not reasonably be expected to have a Material Adverse Effect, (i) there has been no security breach or other compromise of or relating to any of the Company’s information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and (ii) the Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data. The Company is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect.

IT Systems. Except as disclosed in the Registration Statement or the Prospectuses, or as would not reasonably be expected to have a Material Adverse Effect, (i) there has been no The Company is not aware of any security breach or other compromise of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and ), except for those that have been remedied without material cost or liability; (ii) neither the Company has not nor its subsidiaries have been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to their IT Systems and Data; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company is and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, authority and internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the reasonable protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect.

IT Systems. Except as disclosed in the Registration Statement or the Prospectuses, or as would not reasonably be expected to have a Material Adverse Effect, (i) there has been no The Company is not aware of any security breach or other compromise of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and ), except for those that have been remedied without material cost or liability; (ii) neither the Company has not nor its subsidiaries have been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, authority and internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the reasonable protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect.

IT Systems. Except as disclosed would not, individually or in the Registration Statement or the Prospectusesaggregate, or as would not reasonably be expected to have result in a Material Adverse Effect, (ii)(x) to the knowledge of the Company, there has been no security breach or other compromise of or relating to any of the Company’s information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and (iiy) the Company has not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data. The ; (ii) the Company is presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually ; and (iii) the Company has implemented backup and disaster recovery technology consistent with industry standards and practices. Any certificate signed by an officer of the Company and delivered to the Agents or to counsel for the Agents pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the aggregateCompany, have a Material Adverse Effectas applicable, to the Agents as to the matters set forth therein.

IT Systems. Except as disclosed in the Registration Statement or the Prospectuses, or as would not reasonably be expected to have a Material Adverse Effect, (i) there has been no The Company is not aware of any security breach or other compromise of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and ), except for those that have been remedied without material cost or liability; (ii) neither the Company has not nor its subsidiaries have been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to their IT Systems and Data; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent ​ ​ with industry standards and practices, or as required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, authority and internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the reasonable protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect.

IT Systems. Except as disclosed in the Registration Statement or the Prospectuses, or as would not reasonably be expected to have a Material Adverse Effect, (i) there has been no The Company is not aware of any security breach or other compromise of or relating to any of the Company’s or its significant subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and except that have been remedied without material cost or liability; (ii) neither the Company has not nor its significant subsidiaries have been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data; and (iii) the Company and its significant subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company is and its significant subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, authority and internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the reasonable protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as where failure to be so in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

IT Systems. Except as disclosed in the Registration Statement or the Prospectuses, or as would not reasonably be expected to have a Material Adverse Effect, (i) there has been no The Company is not aware of any security breach or other compromise of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and ), except for those that have been remedied without material cost or liability; (ii) neither the Company has not nor its subsidiaries have been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to their IT Systems and Data; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, authority and internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the reasonable protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect.

IT Systems. Except as disclosed in the Registration Statement or the Prospectuses, or as would not reasonably be expected to have a Material Adverse Effect, (i) there has been no The Company is not aware of any security breach or other compromise of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and except that have been remedied without material cost or liability; (ii) neither the Company has not nor its subsidiaries have been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company is and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, authority and internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the reasonable protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as where failure to be so in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

IT Systems. Except as disclosed in the Registration Statement or the Prospectuses, or as would not reasonably be expected to have a Material Adverse Effect, (i) there has been no The Company is not aware of any security breach or other compromise of or relating to any of the Company’s or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and except that have been remedied without material cost or liability; (ii) neither the Company has not nor its subsidiaries have been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data; and (iii) the Company and its subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards. The Company is and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, authority and internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the reasonable protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect.

IT Systems. Except as disclosed in the Registration Statement or the Prospectuses, or as would not reasonably be expected to have a Material Adverse EffectProspectus, (ii)(x) to the knowledge of the Company, there has been no material security breach or other material compromise of or relating to any of the Company’s information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology used in the Company’s business (collectively, “IT Systems and Data”) and (iiy) the Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their its IT Systems and Data. The ; and (ii) the Company is presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect.

IT Systems. Except as disclosed in the Registration Statement or the Prospectuses, or as would not reasonably be expected to have a Material Adverse Effect, (i) (A) To the knowledge of the Company, there has been no security breach or other compromise of or relating to any of the Company’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) that would reasonably be expected to result in a Material Adverse Change, and (iiB) the Company has and its subsidiaries have not been notified of, and has have no knowledge of any event or condition that would reasonably be expected to result in, in any security breach breach, attack or other compromise to their IT Systems and Data. The Data that would reasonably be expected to result in a Material Adverse Change, (ii) the Company is and each of its subsidiaries have complied, and are presently in compliance with with, in all material respects, all applicable laws laws, statutes or statutes and all judgmentsany judgment, ordersorder, rules and regulations rule or regulation of any court or arbitrator or governmental or regulatory authorityauthority and all industry guidelines, standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in modification and (iii) the aggregate, Company and each of its subsidiaries have a Material Adverse Effectimplemented backup and disaster recovery technology reasonably consistent with industry standards and practice.

IT Systems. Except as disclosed in (i)(x) To the Registration Statement or knowledge of the ProspectusesCompany, or as would not reasonably be expected to have a Material Adverse Effect, (i) there has been no security breach or other compromise of or relating to any of the Company’s information technology and computer systems, networks, hardware, software, data (including the data of their the Company’s respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of themthe Company), equipment or technology (collectively, “IT Systems and Data”) ), except as would not, individually or in the aggregate, have a Material Adverse Effect and (iiy) the Company has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other material compromise to their its IT Systems and Data. The ; (ii) the Company is presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company has implemented backup and disaster recovery technology consistent with industry standards and practices. Any certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set forth therein.