Players List. At or prior to Closing, Seller shall provide or make available to, or cause to be provided or made available to, Buyer the Players List, and, in connection therewith, shall have delivered to Buyer a certificate of an officer of the Company certifying on behalf of the Company that to the Company’s knowledge, the Players List as provided or made available to Buyer (as it relates to the Company) is the current Players List as maintained by the Company.
Players List. The Players List has been updated, maintained and secured in the Ordinary Course of Business. Nugget Sparks owns or otherwise has the right to use for the purposes that it presently uses such information all data contained in the Player List, and as of the Second Closing, Nugget Sparks will have the right to use all data contained in the Player List as permitted by Law, the privacy policy of Xxxxxx Xxxxxx and/or Players Club terms. The accessibility and usability of the Players List will not be adversely affected in any material respect by the consummation of the transactions contemplated by this Agreement. The Players List does not contain any information that was derived without authorization from confidential information or trade secrets owned by any third party. No third party has asserted in writing or, to the Knowledge of Seller, threatened to assert any action, suit or proceeding, claim, arbitration or investigation for material misappropriation any information contained in the Players List. Xxxxxx Xxxxxx’ use of the Player List in the conduct of its business is in compliance in all material respects with Laws applicable to the Players List, and there have been no material security breaches relating to, or violations of any security policy regarding, or any unauthorized access of, the Players List. Except as would not reasonably be expected to be material to the business of Nugget Sparks, taken as a whole, (i) Nugget Sparks and its Affiliates have taken commercially reasonable steps to protect and preserve the confidentiality of confidential know-how and proprietary data included in the Player List from third parties which are not Affiliates of Nugget Sparks and, (ii) to the Knowledge of Seller, there has been no disclosure of any part of the Player List or any material trade secret information, confidential know-how, or proprietary data included in the Players List in violation of any applicable Law.
