Privacy and Data Security Matters. 5.5.1 The Company will (i) assess the Gaming Subsidiaries’ compliance with applicable Privacy Legal Requirements that are binding on the Gaming Subsidiaries with respect to products owned or developed by the Gaming Subsidiaries, with such assessment to be commenced and completed as soon as reasonably practicable following the date of this Agreement; and (ii) as promptly as reasonably practicable thereafter, to the extent not already in place as of the date of this Agreement, make commercially reasonable efforts to put in place a privacy and data protection compliance program appropriately designed to, at a minimum, (A) ensure the Gaming Subsidiaries’ compliance with all such applicable Privacy Legal Requirements; and (B) evaluate and comply with applicable Privacy Legal Requirements that are binding on the Gaming Subsidiaries with respect to all products owned or developed by the Gaming Subsidiaries and later acquired Subsidiaries that own or develop software games and mobile app games after the date of this Agreement, and as they may be enacted or modified over time, including the California Consumer Privacy Act.
5.5.2 The Company will, within twelve (12) months of the date of this Agreement: (i) hire a full-time general counsel, or full-time in-house counsel with responsibility for privacy, data security, and the Company’s and its Subsidiaries’ ongoing compliance with Privacy Legal Requirements, and will (A) cause such person to, as promptly as reasonably practicable after the date on which such person commences duties for the Company, conduct (utilizing outside counsel as reasonably appropriate) a complete assessment of the Company’s and its Subsidiaries’ compliance with Privacy Legal Requirements, and (B) use commercially reasonable efforts to remediate any noncompliance therewith; and (ii) adopt and maintain an ongoing privacy and data security compliance program that includes, without limitation, policies and procedures that are, at minimum, customary and reasonable for a company in the industry of the Company and its Subsidiaries and with the scope and amount of commercial activities of the Company and its Subsidiaries (which may include, as applicable, existing policies and procedures of the Company and its Subsidiaries);
5.5.3 The Company will assess the Gaming Subsidiaries’ use of and compliance with Open Source Materials incorporated into the products owned or developed by the Gaming Subsidiaries, with such assessment to be commenced and complet...
Privacy and Data Security Matters. Except as set forth in Schedule 3.25, the Company and the Seller Entities have adopted privacy and data security policies and measures consistent with Applicable Law in all material respects and are and, to the Knowledge of the Sellers since the Reference Date have been, in compliance with such policies and measures in all material respects. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Company or any of the Seller Entities has, with respect to its data or systems (or to the knowledge of the Sellers, the data or systems of any vendor or agent), suffered any unauthorized access or disclosure, or violation of any applicable privacy or data security Applicable Law, including but not limited to those requiring notification to any person or Governmental Authority, in connection with the confidential or personal information of any person.
Privacy and Data Security Matters. (a) Except as does not relate to the Outlet Business, Sellers have not been required under Applicable Law to issue, and have not issued, any notifications under any Applicable Law relating to the actual or suspected unauthorized access or acquisition of personally identifiable information.
(b) Except as does not relate to the Outlet Business, Sellers have not undergone any audit or regulatory inquiry from any Governmental Authority with respect to privacy or data security of personally identifiable information and, to Sellers’ Knowledge, no inquiry from any Governmental Authority (including as a result of complaints from any individuals provided to such Governmental Authority) is Threatened regarding same.
(c) Except as does not relate to the Outlet Business, Sellers are in compliance in all material respects with all requirements under Applicable Law and applicable industry standards (including but not limited to Payment Card Industry standards and including regulatory requirements of Governmental Authorities) governing personally identifiable information and data security.
(d) Except as does not relate to the Outlet Business, Sellers have obtained all consents required by Applicable Law with respect to current uses of individually identifiable data.
Privacy and Data Security Matters. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, each of the Company and each of its Subsidiaries is in compliance in all material respects with the privacy policies and notices publicly maintained by the Company or such Subsidiary, and none of the Company or any of its Subsidiaries has, with respect to its data or systems, suffered any unauthorized access or disclosure, or been in violation of any applicable privacy or data security law, including the Electronic Communications Privacy Act of 1986 (18 U.S.C. §§2510-22) and those laws requiring notification to any Person or Governmental Authority, in connection with the confidential or personal information of any Person.
Privacy and Data Security Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company or any of its Subsidiaries has, with respect to its data or systems (or to the knowledge of the Company, the data or systems of any vendor or agent), suffered any unauthorized access or disclosure, or violation of any applicable privacy or data security Law, including but not limited to those requiring notification to any person or Governmental Entity, in connection with the confidential or personal information of any person.
Privacy and Data Security Matters. (a) Each of the Company and each of its Key Subsidiaries that has collected, used, stored, disclosed, processed or otherwise had access to Personal Information or Behavioral Information (collectively, “Private Information”) is in material compliance with (i) all applicable Laws in all relevant domestic and foreign jurisdictions relating to the collection, use, storage, retention, protection, disclosure, transfer, disposal or other processing of all Private Information (including, without limitation, all Laws relating to privacy, data security, data breach notification obligations and the transmission of marketing or commercial messages through any means, including, without limitation, via email or text message); (ii) the Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR Part 99), all regulations promulgated pursuant thereto and all comparable Laws applicable to the Company or such Subsidiary or its business, including, without limitation, all state laws concerning the privacy and security of educational records and student information; (iii) internal and public-facing privacy or security policies of the Company or such Subsidiary; (iv) public statements that the Company or such Subsidiary has made regarding its respective privacy or data security policies or practices; (v) rules of applicable self-regulatory groups, associations and organizations of which the Company or such Subsidiary is a member; (vi) the Payment Card Industry Data Security Standard, and all other rules and requirements of payment card brands; and (vii) all contractual obligations to which the Company or such Subsidiary is bound relating to the collection, use, storage, retention, protection, disclosure, transfer, disposal or other processing of any Private Information (collectively, “Privacy Laws and Requirements”). The Company and each of its Key Subsidiaries maintain privacy policies that describe their respective policies with respect to the collection, use, storage, retention, protection, disclosure, transfer, disposal or other processing of Private Information. Each such privacy policy and all materials distributed or marketed by the Company and each of its Key Subsidiaries includes all information and makes all disclosures to users or customers required by all Privacy Laws and Requirements, and none of such disclosures made or contained in any such privacy policy or in any such materials is inaccurate, misleading or deceptive or in violation of any Priva...
Privacy and Data Security Matters. (a) The Company and Seller (with respect to the Business) are, and have been since January 1, 2018, in material compliance with HIPAA and all applicable Privacy Obligations.
(b) The Company and Seller (with respect to the Business) maintain commercially reasonable and appropriate privacy and data security policies, processes, and controls, and a commercially reasonable and appropriate privacy program, all of which materially meet or exceed the standards set forth in any applicable Privacy Obligations.
(c) The Company and Seller (with respect to the Business) have provided all required consumer privacy notices, and, to the Knowledge of Seller, obtained all necessary consumer consents, required under applicable Law for them to Process Personal Information.
(d) To the Knowledge of Seller, the execution, delivery, performance and consummation of the transactions contemplated by this Agreement (including the Processing of Personal Information in connection therewith) will not cause or constitute a breach or violation of any applicable Privacy Obligations.
(e) The Company and Seller (with respect to the Business) have contractually obligated all third parties Processing Personal Information on their behalf to take commercially reasonable measures to protect the confidentiality of any Personal Information to which such third party has been provided access.
(f) To the Knowledge of Seller, neither the Company nor Seller (on behalf of the Business) has, during the past three (3) years, experienced any Security Incident, nor has, to the Knowledge of Seller, any third party who Processes Personal Information on the Company’s or Seller’s behalf, experienced any Security Incident affecting the Processing of Personal Information on behalf of the Company or Seller (with respect to the Business). There are no actions, suits or proceedings pending or, to the Knowledge of Seller, threatened in writing against the Company or Seller (with respect to the Business) alleging a violation of any Person’s privacy or confidentiality rights under any applicable Laws, or of any applicable Privacy Obligations and, to the Knowledge of Seller, no valid basis exists for any such action.
(g) Neither the Company nor Seller (on behalf of the Business) nor, to the Knowledge of Seller, any of their subcontractors for the Business, has (i) been under investigation by any Governmental Authority for an actual or alleged violation of any applicable Privacy Obligation, (ii) received any written noti...
Privacy and Data Security Matters. (a) Other than as set forth in Section 3.11(a) of the Disclosure Schedule, the Company has not issued, the Company has not been notified by any Governmental Authority and, to the Knowledge of Seller, the Company is not required to issue, any notifications under any Legal Requirement relating to the actual or suspected unauthorized access or acquisition of personally identifiable information, or other protected data or information as required by Legal Requirement, and to the Knowledge of the Seller, no such actual or suspected unauthorized access or acquisition of such information has occurred.
(b) Since January 1, 2015, the Company has not undergone any audit or regulatory inquiry from any Governmental Authority with respect to privacy and/or data security of personally identifiable information and, to the Knowledge of Seller, is not subject to any current inquiry from any Governmental Authority (including complaints from any individuals provided to such Governmental Authority) regarding same.
Privacy and Data Security Matters. Seller and Business Subsidiary have in place, and use commercially reasonable efforts to enforce, appropriate written internal information security policies, that are published to Business Employees and which include guidelines for the use, processing, confidentiality and security of Seller, customer, employee and other confidential data of the Business consistent with Applicable Law and contractual commitments of Seller and Business Subsidiary. The practices of Seller and Business Subsidiary with regard to the collection, dissemination and use of data in connection with the Business are and have been in accordance in all material respects with published, Business-related privacy policies.
Privacy and Data Security Matters. (a) The WH Entities have taken reasonable measures to protect and maintain the privacy and security of Personal Data Processed by or on behalf of the WH Entities, including physical, administrative and technical safeguards. Without limiting the foregoing, the WH Entities have (A) acquired any consents required by applicable Information Privacy Laws from data subjects for the Processing of Personal Data by the WH Entities and its Personal Data Processors, and (B) all rights and licenses to Process Personal Data in the manner Processed by the WH Entities or any Personal Data Processor on behalf of the WH Entities.
(b) The WH Entities are in compliance in all material respects with all Information Privacy Laws, their contractual commitments with respect to the Processing of Personal Data, all applicable Privacy Policies, and the consents and authorizations pursuant to which the Personal Data was Processed by or on behalf of the WH Entities.
(c) There has been no unauthorized access to, or use or disclosure of, Personal Data Processed by or on behalf of the WH Entities for which notification to any affected individual, any third party, any Governmental Authority, or the media has been required by any Information Privacy Laws or contractual commitments, and the WH Entities are not planning to provide any such notification or in the process of conducting an investigation regarding whether any such notification is required.
(d) The WH Entities have in place reasonable information security procedures, which are communicated to employees. True and correct copies of all current internal and customer or user-facing Privacy Policies of the WH Entities have been provided to Parent. The WH Entities have posted a Privacy Policy governing the use of Personal Data collected using any website provided by the WH Entities.
