IT Systems. To the Company’s knowledge, (i) the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, except for any such inadequacy or failure to operate or perform, as would not, individually or in the aggregate, have a Material Adverse Effect (ii) the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect (iii) there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for any such breach, violation, outage, unauthorized use or access as would not, individually or in the aggregate, have a Material Adverse Effect and (iv) the Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 4 contracts
Samples: Underwriting Agreement (McCormick & Co Inc), Underwriting Agreement (McCormick & Co Inc), Underwriting Agreement (McCormick & Co Inc)
IT Systems. To The Company is not aware of any security breach or incident, unauthorized access or disclosure, or other compromise relating to the Company’s knowledgeinformation technology and computer systems, (i) data and databases used by the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases Subsidiaries (collectively, “IT Systems”) ). The Company and the Subsidiaries’ IT Systems are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries the Subsidiaries as currently conducted, except for any such inadequacy or failure to operate or performfree and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except, in each case, as would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect (ii) the Effect. The Company and its subsidiaries the Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, except where and, to the failure to do so would notCompany’s knowledge, individually or in the aggregate, have a Material Adverse Effect (iii) there have been no breaches, violations, outages or unauthorized uses of or accesses to the same, except for any such breachexcept, violationin each case, outage, unauthorized use or access as would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect and (iv) the Effect. The Company and its subsidiaries the Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except, in each case, as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Investcorp Credit Management BDC, Inc.), Underwriting Agreement (Investcorp Credit Management BDC, Inc.)
IT Systems. To (i) The Company is not aware of any security breach or other compromise relating to the Company’s knowledge, (i) the Company and or its subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, 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 SystemsSystems and Data”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted), except for any such inadequacy or failure to operate or perform, as would notnot be expected, individually or in the aggregate, to have a Material Adverse Effect Effect,; (ii) neither the Company nor its subsidiaries have been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data, except as would not be expected, individually or in the aggregate, to have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented and maintained commercially reasonable appropriate controls, policies, procedures, procedures and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and data (including all personalData reasonably consistent with industry standards and practices, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect (iii) there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for any such breach, violation, outage, unauthorized use or access as would not, individually or in the aggregate, have a Material Adverse Effect and (iv) the required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, authority and internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the reasonable protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to be in compliance would not be expected, individually or in the aggregate, to have a Material Adverse Effect,.
Appears in 2 contracts
Samples: Underwriting Agreement (Great Southern Bancorp, Inc.), Underwriting Agreement (Enterprise Financial Services Corp)
IT Systems. To the Company’s knowledge, (i) the Company and its subsidiariesThe Obligors’ information technology assets and equipment, including computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with for, the operation of the business of the Company and its subsidiaries Obligors, taken as currently a whole, as presently conducted, free and clear of all viruses, defects, trojan horses, time bombs, and other malware, except for any such inadequacy or failure to operate or performin each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (ii) the Company and its subsidiaries Effect. The Obligors have implemented and maintained commercially reasonable controls, policies, procedures, and and/or safeguards to maintain and protect their material proprietary and confidential information and the 13 integrity, continuous operation, redundancy operation and security of all their IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) and data comprising trade secrets) used in connection with their businesses, except where the failure to do so would notexcept, individually or in the aggregateeach case, have a Material Adverse Effect (iii) there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for any such breach, violation, outage, unauthorized use or access as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect; and (iv) there have been no known breaches, violations, losses or unauthorized uses of or unauthorized accesses to the Company and its subsidiaries same, nor any incidents under internal review or investigations relating to the same, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Obligors are presently in compliance in all material compliance respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations binding applicable policies, relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Systems, Personal Data and data comprising trade secrets from unauthorized use, access, misappropriation misappropriation, loss or modification.
Appears in 1 contract
Samples: Exchange Agreement (Anywhere Real Estate Group LLC)
IT Systems. To (i) The Company is not aware of any security breach or other compromise relating to the Company’s knowledge, (i) the Company and or its subsidiaries’ information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, 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 SystemsSystems and Data”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted), except for any such inadequacy or failure to operate or perform, as would notnot be expected, individually or in the aggregate, to have a Material Adverse Effect Effect; (ii) neither the Company nor its subsidiaries have been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data, except as would not be expected, individually or in the aggregate, to have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented and maintained commercially reasonable appropriate controls, policies, procedures, procedures and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and data (including all personalData reasonably consistent with industry standards and practices, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect (iii) there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for any such breach, violation, outage, unauthorized use or access as would not, individually or in the aggregate, have a Material Adverse Effect and (iv) the required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, authority and internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the reasonable protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except as would not be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Northwest Bancshares, Inc.)
IT Systems. To Except as would not have or reasonably be expected to have, individually or in the Company’s knowledgeaggregate, (i) a Material Adverse Effect, the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases operated by or on behalf of the Company and its Subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, except for any such inadequacy or failure free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, to operate or perform, as would not, individually or in the aggregate, have a Material Adverse Effect (ii) the Company’s knowledge. The Company and its subsidiaries Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data or information (“Personal Data”)) used in connection with their businessesbusinesses (whether belonging to Company, except where its Subsidiaries or a third party). To the failure to do so would notCompany’s knowledge, individually or in the aggregate, have a Material Adverse Effect (iii) there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for any such breach, violation, outage, unauthorized use or access as that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iv) Effect. Since January 1, 2019, the Company and its subsidiaries are presently Subsidiaries have been in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
IT Systems. To the Company’s knowledge, (i) the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, except for any such inadequacy or failure to operate or perform, as Except which would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect (iiA) to the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company 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, processed or stored by the Company and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) and (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data. The Company and its subsidiaries have implemented and maintained commercially reasonable appropriate controls, policies, procedures, and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and data (including all personalData reasonably consistent with industry standards and practices, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect (iii) there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for any such breach, violation, outage, unauthorized use or access as would not, individually or in the aggregate, have a Material Adverse Effect and (iv) the required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
Samples: Terms Agreement (LendingTree, Inc.)
IT Systems. To Except as would not reasonably be expected to result in a Material Adverse Change, the Company’s knowledge, (i) the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, except for any such inadequacy or failure and to operate or performthe knowledge of the Company, as would notare free and clear of all material bugs, individually or in the aggregateerrors, have a Material Adverse Effect (ii) defects, Trojan horses, time bombs, malware and other corruptants; the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems Systems, and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businessesthe operation of the Company and its subsidiaries (including any information that relates to an identified or identifiable individual or is otherwise considered “personal information,” “personally identifiable information” or “personal data” under applicable law, except where sensitive data, confidential information or regulated data in any form (collectively, the failure to do so would not“Protected Information”)) and, individually or other than as disclosed in the aggregateRegistration Statement and the Prospectus, have a Material Adverse Effect (iii) there have been no breaches, violations, outages or unauthorized uses of or accesses access to the same, except for those that have been remedied without material cost or liability or the duty to notify any such breachother person, violation, outage, unauthorized use nor any incidents under internal review or access as would not, individually or in investigations relating to the aggregate, have a Material Adverse Effect same; and (iv) the Company and its subsidiaries are presently in compliance in all material compliance respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
Appears in 1 contract
IT Systems. To the Company’s knowledge, (i) the The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, except for any such inadequacy or failure free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, to operate or perform, as would not, individually or in the aggregate, have a Material Adverse Effect (ii) best of the Company’s knowledge. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data and including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them) (“Personal Data”)) used in connection with their businesses, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect (iii) there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for any such breach, violation, outage, unauthorized use or access . Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, to the best of the Company’s knowledge there have been no breaches, violations, compromises, outages or unauthorized uses of or accesses to the IT Systems or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person (including governmental or regulatory authorities), and (iv) the Company and its subsidiaries are presently in material compliance with all applicable laws or statutes have not been notified of, and all judgments, orders, rules and regulations have no knowledge of any court event or arbitrator condition that would reasonably be expected to result in, any security breach or governmental or regulatory authority, internal policies and contractual obligations relating other compromise to the privacy and security of their IT Systems and or Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationData.
Appears in 1 contract
Samples: Purchase Agreement (Wayfair Inc.)
IT Systems. To the Company’s knowledge, (i) The Company is not aware of any security breach or other compromise relating to the Company and Company's or its subsidiaries’ ' information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, 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”) are adequate for, Systems and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conductedData"), except for any such inadequacy or failure to operate or perform, as would notnot be expected, individually or in the aggregate, to have a Material Adverse Effect Effect,; (ii) neither the Company nor its subsidiaries have been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data, except as would not be expected, individually or in the aggregate, to have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented and maintained commercially reasonable appropriate controls, policies, procedures, procedures and technological safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and data (including all personalData reasonably consistent with industry standards and practices, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect (iii) there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for any such breach, violation, outage, unauthorized use or access as would not, individually or in the aggregate, have a Material Adverse Effect and (iv) the required by applicable regulatory standards. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, authority and internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the reasonable protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to be in compliance would not be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Enterprise Financial Services Corp)
IT Systems. To the Company’s knowledgeExcept as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are (i) adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, except for any such inadequacy or failure to operate or perform, as would not, individually or in the aggregate, have a Material Adverse Effect and (ii) to the Company’s knowledge, free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and, except where the failure to do so would not, individually or as described in the aggregateRegistration Statement and the Prospectus, have a Material Adverse Effect (iii) there have been no breaches, violations, outages or known unauthorized uses of or known accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any such breachother person, violation, outage, unauthorized use nor any incidents under internal review or access investigations relating to the same and except as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect and (iv) the Effect. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
IT Systems. To the Company’s knowledge, (i) the The Company and its subsidiaries’ computer and information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, applications and databases websites controlled by the Company and its subsidiaries and used in connection with their businesses (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, except for any such inadequacy or failure to operate or performfree and clear of all material bugs, as would noterrors, individually or in the aggregatedefects, have a Material Adverse Effect (ii) the Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and all other personal, personally-identifiable, sensitive or regulated data or information in their possession or under their control (collectively “Data”) from unauthorized access, use, misappropriation, disclosure, modification, encryption or destruction, and to maintain the integrity, security, continuous operation, and redundancy and of the IT Systems. To the Company’s knowledge, there has been no security of all breach or unauthorized access to the IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (an “Personal DataIncident”)) used in connection with their businesses, except where for those that have been remedied without material cost or liability or the failure duty to do so would notnotify any other person, individually or in the aggregate, have a Material Adverse Effect (iii) and there have been no breaches, violations, outages suspected Incidents under internal review or unauthorized uses of or accesses to same, except for any such breach, violation, outage, unauthorized use or access as would not, individually or in the aggregate, have a Material Adverse Effect and (iv) the investigation. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes laws, and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, as well as all of the Company’s and its subsidiaries’ internal policies and contractual obligations relating to the data privacy and the security of the IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modificationSystems.
Appears in 1 contract
Samples: Terms Agreement (Vroom, Inc.)