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Common use of Privacy Laws Clause in Contracts

Privacy Laws. The Company and its subsidiaries are and have been, in material compliance with all applicable data privacy and security laws and regulations, and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 4 contracts

Samples: Underwriting Agreement (AerSale Corp), Underwriting Agreement (AerSale Corp), Underwriting Agreement (AerSale Corp)

Privacy Laws. The Except as could not be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) (42 U.S.C. Section 17921 et seq.); (ii) the Company and its subsidiaries have taken all necessary commercially reasonable actions to prepare to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, ; and (iii) the Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their with, policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling handling, and analysis of Personal Data (the “Policies”). To The Company and its subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in any Policy have, to the extent required under the Privacy Laws, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice Knowledge of the Company’s then-current privacy practices relating to its subject matter , been inaccurate or in violation of any applicable laws and such Policies do not contain regulatory rules or requirements in any material omissions of the Company’s then-current privacy practicesrespect. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; and (ivv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledgeExcept as could not be expected, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive individually or in violation of any Privacy Laws or Policies in any material respect. The executionthe aggregate, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in have a breach of any Privacy Laws or Policies. Neither Material Adverse Effect, neither the Company nor any of its subsidiaries, subsidiary: (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed imposes any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 3 contracts

Samples: Sales Agreement (Molecular Templates, Inc.), Sales Agreement (Molecular Templates, Inc.), Underwriting Agreement (Molecular Templates, Inc.)

Privacy Laws. The Company and each of its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, ; and the Company and each its subsidiaries have taken all necessary actions to comply be in material compliance with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) and the California Consumer Privacy Act of 2018, Civil Code sections 1798.100 et seq. (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and each of its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iviii) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to describes an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 3 contracts

Samples: Underwriting Agreement (Twist Bioscience Corp), Underwriting Agreement (Twist Bioscience Corp), Underwriting Agreement (Twist Bioscience Corp)

Privacy Laws. The Company and each of its subsidiaries are are, and have beenat all times since January 1, 2017 were, in material compliance with all applicable data privacy and security laws and regulations, and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) regulations (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and each of its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customersindividuals from whom Personal Data are collected, employees, third party vendors and representativesto the extent that such notice is required by applicable Privacy Laws. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined is regulated by GDPRapplicable Privacy Laws; and (iviii) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement, any Terms Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 3 contracts

Samples: Sales Agreement (Cabaletta Bio, Inc.), Sales Agreement (Cabaletta Bio, Inc.), Sales Agreement (Cabaletta Bio, Inc.)

Privacy Laws. The Company and its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act ("HIPAA"), as amended by the Company Health Information Technology for Economic and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation Clinical Health Act (“GDPR”) (EU 2016/67942 U.S.C. Section 17921 et seq.) (collectively, "Privacy Laws"). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the "Policies"). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s 's then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s 's then-current privacy practices. "Personal Data” means " means: (i) a natural persons' name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as "personally identifying information" under the Federal Trade Commission Act, as amended; (iii) “personal data” Protected Health Information as defined by GDPRHIPAA; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s 's health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (iA) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; , (iiB) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; , or (iiiC) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cardiff Oncology, Inc.), Sales Agreement (Trillium Therapeutics Inc.)

Privacy Laws. The Except as otherwise described in the Commission Documents, and except as would not, individually or in the aggregate, result in a Material Adverse Effect, the Company is, and its subsidiaries are and have beenat all prior times was, in material compliance with all applicable data privacy and security laws and regulations, Laws; and the Company and its subsidiaries have has taken all necessary actions to comply in all respects with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and its subsidiaries have has in place, comply complies with, and take commercially reasonable takes appropriate steps reasonably designed to ensure compliance in all material respects with their its policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To Except as would not, individually or in the Company’s knowledgeaggregate, result in a Material Adverse Effect, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respectPolicies. The execution, delivery and performance of this Agreement, the Registration Rights Agreement or any of the other agreement referred to in this Agreement Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither Except as would not, individually or in the aggregate, result in a Material Adverse Effect, the Company nor any of its subsidiaries, (i) has not received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge Knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is not currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is not a party to any order, decree, Order or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (GCT Semiconductor Holding, Inc.), Common Stock Purchase Agreement (Spectral AI, Inc.)

Privacy Laws. The Company and each of its subsidiaries are and have beenare, and, at all prior times within the past five years, were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, to the extent applicable, the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.); and the Company and each of its subsidiaries have taken all necessary reasonable actions to comply in all material respects with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance In a manner reasonably designed to comply with the Privacy Laws, the Company and each of its subsidiaries have in place, materially comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance comply in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides materially accurate notice of its Policies when and to the extent required by Privacy Laws to its customers, employees, third party vendors and representatives. The Policies provide materially accurate and legally sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify defined as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; and (ivv) any other piece of information that reasonably allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The To the Company’s knowledge, the execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating tounder, or actual or potential violation of, any of the Privacy Laws, Laws and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy LawLaw arising from any allegations of noncompliance with any of the Privacy Laws made by a person, governmental authority or competent supervisory authority in the European Union; or (iii) is a party to any order, governmental order or decree, or agreement with a governmental authority or competent supervisory authority in the European Union, that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 2 contracts

Samples: Placement Agency Agreement (Biophytis SA), Placement Agency Agreement (Erytech Pharma S.A.)

Privacy Laws. The Company and its subsidiaries are Subsidiaries are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, Laws; and the Company and its subsidiaries Subsidiaries have taken all necessary actions to comply in all material respects with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and its subsidiaries Subsidiaries have in place, comply complies with, and take commercially reasonable takes appropriate steps reasonably designed to ensure compliance in all material respects with their its policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides and its Subsidiaries provide accurate notice of its Policies to its their respective customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s and its Subsidiaries’ then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s and its Subsidiaries’ then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement, the Registration Rights Agreement or any of the other agreement referred to in this Agreement Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, Subsidiaries (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge Knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, Order or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Chromocell Therapeutics Corp), Common Stock Purchase Agreement (Signing Day Sports, Inc.)

Privacy Laws. The Company and each of its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) (42 U.S.C. Section 17921 et seq.); and the Company and each its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and each of its subsidiaries have in place, comply with, place and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with with, where applicable, their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis processing of Personal Data (the “Policies”). To the extent required under the Privacy LawsWhere applicable, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Where applicable, the Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; or (iv) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the knowledge of the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 2 contracts

Samples: Sales Agreement (Syndax Pharmaceuticals Inc), Sales Agreement (Syndax Pharmaceuticals Inc)

Privacy Laws. The Company and its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, in each case, to the extent applicable, the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Company Health Information Technology for Economic and its subsidiaries have taken all necessary actions to comply with Clinical Health Act (the “HITECH Act”) (42 U.S.C. Section 17921 et seq.), and the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representativesthose data subjects whose Personal Data is subject to the Policies. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; and (ivv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledgeKnowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The To the Company’s Knowledge, the execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge Knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 2 contracts

Samples: Underwriting Agreement (Praxis Precision Medicines, Inc.), Underwriting Agreement (Praxis Precision Medicines, Inc.)

Privacy Laws. The Company and its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) (42 U.S.C. Section 17921 et seq.); and the Company and its subsidiaries have taken all necessary actions to comply in all material respects and where applicable with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data with respect to the Privacy Laws (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate representatives where and sufficient notice of the Company’s then-current privacy practices relating as required to its subject matter comply with applicable Privacy Laws and such Policies do notices are and have not contain been misleading or deceptive in any material omissions of the Company’s then-current privacy practicesrespects. “Personal Data” means (i) a natural persons’ person’s name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify Protected Health Information as “personally identifying information” under the Federal Trade Commission Act, as amendeddefined by HIPAA; and (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to arising from any inquiry, investigation, enforcement action or other proceeding by a governmental agency, body or court under any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with a governmental agency, body or court that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 2 contracts

Samples: Underwriting Agreement (Revance Therapeutics, Inc.), Underwriting Agreement (Revance Therapeutics, Inc.)

Privacy Laws. The Company and its subsidiaries are Subsidiaries are, and have beenat all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations, including without limitation HIPAA, and the Company and its subsidiaries Subsidiaries have taken all necessary commercially reasonable actions to prepare to comply with with, and since May 25, 2018, have been and currently are in compliance with, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) GDPR (collectively, the “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent The Company and its Subsidiaries have at all times made all disclosures to users or customers required under the Privacy Lawsby applicable laws and regulatory rules or requirements, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any Policy have, to the knowledge of the Policies have Company, been inaccurate, misleading, deceptive inaccurate or in violation of any Privacy Laws applicable laws and regulatory rules or Policies requirements in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company further certifies that neither it nor any of its subsidiaries, Subsidiary: (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would could reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, decree or agreement that imposed imposes any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 2 contracts

Samples: Sales Agreement (scPharmaceuticals Inc.), Sales Agreement (scPharmaceuticals Inc.)

Privacy Laws. The Company is, and its subsidiaries are and have beenat all prior times was, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) (42 U.S.C. Section 17921, et seq.); and the Company and its subsidiaries have has taken all necessary actions to comply comply, to the extent required, with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have has in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their its policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” Protected Health Information as defined by HIPAA; (iv) Personal Data as defined by GDPR; and (ivv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the The Company nor any of its subsidiaries, (i) has not received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) . The Company is not currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) Law and the Company is not a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 2 contracts

Samples: Common Stock Sales Agreement (Macrogenics Inc), Common Stock Sales Agreement (Macrogenics Inc)

Privacy Laws. The Company and its subsidiaries are are, and since July 1, 2016 have been, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, as applicable, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) (42 U.S.C. Section 17921 et seq.); and the Company and its subsidiaries have taken all any required and necessary actions to comply in all material respects with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (and all other applicable laws and regulations with respect to Personal Data that have been announced as of the date hereof as becoming effective within 12 months after the date hereof, and for which any non-compliance with same would be reasonably likely to create a material liability) as soon they take effect (collectively, the “Privacy Laws”). To ensure material compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply and are in material compliance with, and take commercially reasonable steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling handling, and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practicesas applicable. “Personal Data” means (i) a natural persons’ person’s name, street address, telephone number, email e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; and (ivv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To The Company and its subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and has provided accurate notice of its Policies then in effect to its customers, employees, third party vendors and representatives as required by applicable law and regulatory rules or requirements, except where the Company’s knowledgefailure to do so would not, none individually or in the aggregate, have a Material Adverse Effect. None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of violation of any Privacy Laws or Policies. Neither the The Company further certifies that neither it nor any of its subsidiaries, subsidiary: (iA) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (iiB) is currently conducting or paying for, in whole or in part, any material investigation, remediation remediation, or other corrective action pursuant to any Privacy Law; or (iiiC) is a party to any order, decree, or agreement that imposed imposes any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 2 contracts

Samples: Purchase Agreement (BridgeBio Pharma, Inc.), Purchase Agreement (BridgeBio Pharma, Inc.)

Privacy Laws. The Company and its subsidiaries are and have been, in material compliance with all applicable data privacy and security laws and regulations, and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) regulations (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives, as appropriate. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the unfair or deceptive trade practice authority of the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by the Health Insurance Portability and Accountability Act (“HIPAA”); (iv) “personal data” as defined by GDPR; and (ivv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The To the Knowledge of the Company, the execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 2 contracts

Samples: Underwriting Agreement (Protara Therapeutics, Inc.), Underwriting Agreement (Protara Therapeutics, Inc.)

Privacy Laws. The Company and its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) (42 U.S.C. Section 17921 et seq.); and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors employees and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter matter, and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (iA) a natural persons’ person’s name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; , (iiB) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; , (iiiC) Protected Health Information as defined by HIPAA, (D) “personal data” as defined by GDPR; GDPR and (ivE) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any Terms Agreement or any other agreement referred to in this Agreement by the Company will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, subsidiaries (ix) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (iiy) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iiiz) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 2 contracts

Samples: Sales Agreement (Adaptimmune Therapeutics PLC), Sales Agreement (Adaptimmune Therapeutics PLC)

Privacy Laws. The Company and its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.); and to the extent applicable to the Company and its subsidiaries, the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”), except to the extent that any such non-compliance with any Privacy Law would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representativesrepresentatives as required under applicable Privacy Laws. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter as required under applicable Privacy Laws and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; and (ivv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To Except as would not, individually or in the Company’s knowledgeaggregate, reasonably be expected to have a Material Adverse Effect, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies Policies. Except as would not, individually or in any material respect. The the aggregate, reasonably be expected to have a Material Adverse Effect, the execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or settlement agreement that imposed any material obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 2 contracts

Samples: Underwriting Agreement (ClearPoint Neuro, Inc.), Underwriting Agreement (ClearPoint Neuro, Inc.)

Privacy Laws. The Company and its subsidiaries are the Subsidiaries are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, ; and the Company and its subsidiaries the Subsidiaries have taken all necessary actions to comply in all material respects with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and its subsidiaries the Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiariesthe Subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 2 contracts

Samples: At Market Issuance Sales Agreement (Forte Biosciences, Inc.), At Market Issuance Sales Agreement (Meta Materials Inc.)

Privacy Laws. The Company and its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, and including without limitation, as applicable, the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation 2016/679 (the “GDPR”), the UK Data Protection Xxx 0000 (“DPA”), the UK General Data Protection Regulation as defined by the DPA as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU 2016/679Exit) Regulations 2019 (together with the DPA, the “UK GDPR”), and HIPAA, as amended by HITECH (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, and contractual obligations, industry standards, and any other legal obligations related to data privacy and security, the Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling handling, and analysis of Personal Data (the “Policies”)) as applicable. To the extent “Personal Data” means all personal, personally identifiable, sensitive, confidential or regulated data. The Company and its subsidiaries since inception have at all times made all disclosures to users or customers required under the by applicable Privacy Laws, the Company provides and has provided accurate notice of its Policies then in effect to its customers, employees, third party vendors and representativesrepresentatives as required by applicable Privacy Laws, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The executionCompany further certifies that, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company neither it nor any of its subsidiaries, subsidiary: (i) has received written notice of any actual or potential liability under or relating to, or actual or potential material violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed imposes any obligation or liability by a governmental or regulatory authority under any Privacy Law. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of violation of any Privacy Laws or Policies.

Appears in 1 contract

Samples: Equity Distribution Agreement (Fibrogen Inc)

Privacy Laws. The Company Homology and its subsidiaries are Subsidiaries are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation Accountability Act (“GDPRHIPAA) ), as amended by the Health Information Technology for Economic and Clinical Health Act (EU 2016/67942 U.S.C. Section 17921 et seq.) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company Homology and its subsidiaries Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the Company Homology provides accurate notice notice, when applicable, of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the CompanyHomology’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the CompanyHomology’s then-current privacy practices. “Personal Data” means means: (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” Protected Health Information as defined by GDPRHIPAA; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company Homology nor any of its subsidiaries, (iA) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; , (iiB) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; , or (iiiC) is a party to any orderOrder, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Homology Medicines, Inc.)

Privacy Laws. The Company (a) Precision and its subsidiaries are Subsidiaries are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including the Health Insurance Portability and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation Accountability Act (“GDPRHIPAA) ), as amended by the Health Information Technology for Economic and Clinical Health Act (EU 2016/67942 U.S.C. Section 17921 et seq.) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company ; (b) Precision and its subsidiaries Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Privacy Policies”). To the extent required under the Privacy Laws, the Company ; (c) Precision provides accurate notice notice, when applicable and required by law, of its Privacy Policies to its customers, employees, third party vendors and representatives. The ; and (d) the Privacy Policies provide accurate and legally sufficient notice of the CompanyPrecision’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions matter; except, in the case of the Company’s then-current privacy practices. “Personal Data” means each of clauses (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Acta)-(d), as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural personwould not, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive individually or in violation of any Privacy Laws or Policies in any material respectthe aggregate, reasonably be expected to have a Material Adverse Effect on Precision. The execution, delivery and performance of this Agreement or any other agreement referred to in this and the Registration Rights Agreement will not result in a breach of any Privacy Laws or Privacy Policies. Neither the Company Precision nor any of its subsidiaries, Subsidiaries (iA) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge Knowledge of any event or condition that would reasonably be expected to result in any such notice; (iiB) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iiiC) is a party to any orderOrder, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law; except, in the case of each of clauses (A)-(C), as would not reasonably be expected to have a Material Adverse Effect on Precision.

Appears in 1 contract

Samples: Stock Purchase Agreement (Precision Biosciences Inc)

Privacy Laws. The Company and its subsidiaries are Subsidiaries are, and have beenat all prior times were, in material compliance with all applicable state, federal and foreign data privacy and security laws and regulations, and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) regulations (collectively, the “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have has in place, comply complies with, and take commercially reasonable takes appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, processing, disclosure, handling handling, and analysis of Personal Data (as defined below) and all sensitive, confidential or regulated data (the “Policies”). To the extent The Company has at all times made all material disclosures to users or customers required under the Privacy Lawsby applicable laws and regulatory rules or requirements, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any of the Policies Policy have been inaccurate, misleading, deceptive inaccurate or in violation of any Privacy Laws applicable laws and regulatory rules or Policies requirements in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company further certifies that neither it nor any of its subsidiaries, Subsidiary: (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed imposes any obligation or liability by a governmental or regulatory authority under any Privacy Law. “Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; and (iii) any information which would qualify as “personal data,” “protected health information,” “personal information” or any other similar term as defined in any applicable Privacy Laws; and (vi) any other piece of information that allows the identification of such natural Person, or his or her family, or permits the collection or analysis of any data related to an identified Person’s health or sexual orientation.

Appears in 1 contract

Samples: At the Market Offering Agreement (Air Industries Group)

Privacy Laws. The Company and its subsidiaries are are, and during the past five (5) years have been, in material compliance with all applicable data privacy and security laws and regulations, including, to the extent applicable, the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Company Health Information Technology for Economic and its subsidiaries have taken all necessary actions to comply with Clinical Health Act (the “HITECH Act”) (42 U.S.C. Section 17921 et seq.) and the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the extent required under Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable reasonably steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies , except where the failure to provide accurate and sufficient such notice of would not, singularly or in the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practicesaggregate, have a Material Adverse Effect. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; and (ivv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a material breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential material violation of, of any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Underwriting Agreement (Angion Biomedica Corp.)

Privacy Laws. The Company and its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, HIPAA, as amended by the HITECH Act; and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; and (ivv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Underwriting Agreement (Spero Therapeutics, Inc.)

Privacy Laws. The Company and each of its subsidiaries are and have beenare, and, at all prior times within the past five years, were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, to the extent applicable, the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Company Health Information Technology for Economic and its subsidiaries have taken all necessary actions to comply with Clinical Health Act (42 U.S.C. Section 17921 et seq.) and the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance In a manner reasonably designed to comply with the Privacy Laws, the Company and each of its subsidiaries have in place, materially comply with, and take commercially reasonable steps reasonably designed to ensure compliance comply in all material respects with their policies and procedures relating to governing data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides materially accurate notice of its Policies when and to the extent required by Privacy Laws to its customers, employees, third party vendors and representatives. The Policies provide materially accurate and legally sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify defined as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; GDPR and (ivv) any other piece of information that allows similar terms under the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientationPrivacy laws. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The To the Company’s knowledge, the execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating tounder, or actual or potential violation of, any of the Privacy Laws, Laws and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; , (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; Laws arising from any allegations of noncompliance with any of the Privacy Laws made by a person, governmental authority or competent supervisory authority in the European Union, or (iii) is a party to any order, governmental order or decree, or agreement with a governmental authority or competent supervisory authority in the European Union, that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Placement Agency Agreement (Erytech Pharma S.A.)

Privacy Laws. The Company and its subsidiaries are are, and have beenat all prior times since January 1, 2015 were, in material compliance with all applicable data privacy and security laws and regulations, including, in each case, to the extent applicable, the HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (the Company and its subsidiaries have taken all necessary actions to comply with “HITECH Act”) (42 U.S.C. Section 17921 et seq.); the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the California Consumer Privacy Act (CCPA) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”) and any other confidential information in possession of the Company (collectively, with Personal Data, the “Sensitive Data”). To the extent required under The Policies have been designed and kept updated to maintain compliance with the Privacy Laws, the . The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representativesthose data subjects whose Personal Information whose Personal Data is subject to the Policies. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; and (ivv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The To the Company’s knowledge the execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Underwriting Agreement (COMPASS Pathways PLC)

Privacy Laws. The Company and its subsidiaries are Subsidiaries are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulationsregulations (including all applicable and legally binding codes of conduct and practice, guidance and opinions relating to data protection and privacy issued in any relevant jurisdiction by any governmental, judicial, regulatory or supervisory authority), and the Company and its subsidiaries Subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (EU 2016/679), and as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (to the extent applicable to the Company and its Subsidiaries) (collectively, “GDPR”) (EU 2016/679and to prepare to comply with all other applicable laws and regulations with respect to Personal Data that have been announced as of the date hereof as becoming effective within 12 months after the date hereof, and for which any non-compliance with same would be reasonably likely to create a liability) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of , to the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of extent required by Privacy Law or the Company’s then-current privacy practicesPolicies. “Personal Data” means (ia) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (iib) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iiic) “personal data” as defined by GDPR; and (ivd) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiariesSubsidiaries, (ix) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would could reasonably be expected to result in any such notice; (iiy) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iiiz) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Underwriting Agreement (RedCloud Holdings PLC)

Privacy Laws. The Company is, and its subsidiaries are and have beenat all prior times was, in material compliance with all applicable data privacy and security laws and regulations, Laws; and the Company and its subsidiaries have has taken all necessary actions to comply in all material respects with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and its subsidiaries have has in place, comply complies with, and take commercially reasonable takes appropriate steps reasonably designed to ensure compliance in all material respects with their its policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement, the Registration Rights Agreement or any of the other agreement referred to in this Agreement Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither the The Company nor any of its subsidiaries, (i) has not received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge Knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is not currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is not a party to any order, decree, Order or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Monogram Orthopaedics Inc)

Privacy Laws. The Company and each of its subsidiaries Subsidiaries are and have been, in material compliance with all applicable data privacy and security laws and regulations, ; and the Company and each its subsidiaries Subsidiaries have taken all necessary actions to comply in all material respects with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and each of its subsidiaries Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ nameperson’s name in combination with, street address, telephone number, email address, photograph, social security number, number or bank information, ; or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” or “personal information” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientationapplicable Privacy Laws. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiariesSubsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Underwriting Agreement (Aspen Aerogels Inc)

Privacy Laws. The Company and its subsidiaries the Subsidiaries are and have been, in material compliance with all applicable data privacy and security laws and regulations, ; and the Company and its subsidiaries the Subsidiaries have taken all necessary actions to comply in all material respects with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and its subsidiaries the Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement, the Registration Rights Agreement or any of the other agreement referred to in this Agreement Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiariesthe Subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Mobix Labs, Inc)

Privacy Laws. The Company and each of its subsidiaries are Subsidiaries are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) regulations (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and each of its subsidiaries Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its their subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means means: (i) a natural persons’ person’s name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; and (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a material breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, Subsidiaries: (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed imposes any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Sales Agreement (Romeo Power, Inc.)

Privacy Laws. The Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, the Company and its subsidiaries are Subsidiaries are, and have beenduring the past three years were, in material compliance with all applicable state and federal data privacy and security laws and regulations, including without limitation the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”), and the Company and its subsidiaries Subsidiaries have taken all necessary commercially reasonable actions to prepare to comply with with, and since May 25, 2018, have been and currently are in compliance in all material respects with, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, the “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling handling, and analysis of Personal Data (the “Policies”). To Except as would not reasonably be expected, individually or in the extent required under the Privacy Lawsaggregate, to result in a Material Adverse Effect, the Company provides accurate notice of and its Policies Subsidiaries have at all times made all disclosures to its customersusers or customers required by applicable laws and regulatory rules or requirements, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any of Policy have, to the Policies have Company’s Knowledge, been inaccurate, misleading, deceptive inaccurate or in violation of any Privacy Laws applicable laws and regulatory rules or Policies requirements in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company further certifies that neither it nor any of its subsidiaries, Subsidiary: (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge Knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed imposes any obligation or liability by a governmental or regulatory authority under any Privacy Law, except, in each of clauses (i), (ii) and (iii), which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Avalo Therapeutics, Inc.)

Privacy Laws. (a) Schedule 3.14(a) of the Disclosure Schedules lists each of the Company’s and its Subsidiaries’ internal and external privacy policies, processes and procedures, including their version number and date of effectiveness, and any related policies (collectively, the “Privacy Policies”). (b) The Company and its subsidiaries are and Subsidiaries have been, in material compliance with at all applicable data privacy and security laws and regulationstimes materially complied with, and are presently in compliance in all material respects with, applicable Privacy Laws, the Company’s published Privacy Policies, industry standards and related contractual obligations relating to data protection, privacy, electronic security or the processing of information or data, including the Processing of any Personal Information or Processed by the Company and its subsidiaries Subsidiaries. The Company and its Subsidiaries have taken a valid and legal right (whether contractually, by Law or otherwise) to access or use all necessary actions data included in the Owned Intellectual Property. The consummation of the transactions contemplated by this Agreement will not result in the violation of any Privacy Laws or the Privacy Policies of the Company or any of its Subsidiaries. (c) The Company and its Subsidiaries have: (i) responded to comply any requests for access to Personal Information, the cessation of specified Processing activities or the rectification or erasure of any Personal Information, in each case in accordance with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, and, to the Knowledge of the Company, there are no such requests outstanding; (ii) established commercially reasonable procedures for compliance with Privacy Laws, including providing data subjects with all information (and in each case in such form and at such times) as required under Privacy Laws; (iii) Processed Personal Information in compliance with Privacy Laws; (iv) only collected Personal Information in accordance with Privacy Laws and have not further Processed such Personal Information in a manner inconsistent with those purposes; (v) maintained complete, accurate and up to date written records of all categories of Processing activities that the Company and its subsidiaries Subsidiaries have carried out as required under Privacy Laws; (vi) ensured that the Personal Information that the Company and its Subsidiaries have Processed is accurate and, where necessary, kept up to date; (vii) ensured that the period for which Personal Information is stored is in place, comply withaccordance with Privacy Laws; (viii) ensured that the Processing of Personal Information is limited to what is necessary for the purpose for which it is Processing such Personal Information in accordance with Privacy Laws; (ix) obtained all necessary rights from third parties and complied with all other material requirements under Privacy Laws to enable the Acquiror or the Surviving Corporation to process any Personal Information following the Closing for the purposes of the business of the Company and its Subsidiaries in compliance with all such Privacy Laws; (x) not, and take to the Knowledge of the Company, no Person acting on its behalf has, disclosed or transferred Personal Information to any country in breach of its obligations under applicable Privacy Laws; (xi) an agreement in place with all data processors to the extent required by the Company and its Subsidiaries’ Privacy Policies and Privacy Laws, and has disclosed in Schedule 3.14(c) of the Disclosure Schedules the full details, and has provided copies to Acquiror, of all agreements and arrangements under which Personal Information is shared by the Company or any of its Subsidiaries with or by any data processor with regard to the business of the Company and its Subsidiaries; and (xii) duly complied with all applicable notification or registration obligations and paid the appropriate level of fees or charges in respect of the Company’s and its Subsidiaries’ Processing activities, in each case as required by Privacy Laws. (d) The Company and its Subsidiaries have (i) established and maintain commercially reasonable steps reasonably technical, physical and organizational measures and security systems and technologies in compliance with all data security requirements under applicable Privacy Laws designed to ensure protect the confidentiality, integrity, and availability of Personal Information collected by the Company or any of its Subsidiaries against accidental or unlawful processing in a manner appropriate to the risks represented by the processing of such Personal Information by the Company, its Subsidiaries and their respective data processors and (ii) conducted internal tests of such security measures. The Company and its Subsidiaries are and have been in compliance in all material respects with their policies and procedures all Laws relating to data privacy loss, theft and breach of security notification obligations. Internal tests conducted by the Company and its Subsidiaries indicate that the collectionsecurity measures of the Company and its Subsidiaries are effective in all material respects. (e) (i) There is no Action or, storagesince the Lookback Date, useany Security Incident pending against or, disclosureto the Company’s Knowledge, handling and analysis threatened against the Company or any of its Subsidiaries by any Governmental Authority or by any other Person with respect to the Processing or disclosure of Personal Data Information or any other breach of Privacy Laws by any Person in any material respect and to the Knowledge of the Company, (ii) there are no facts or circumstances likely to give rise to any such demands, claims, notices or inquiries with respect to the “Policies”)Processing or disclosure of Personal Information; and (iii) there has been no actual or alleged Security Incident that has resulted in the violation of applicable Privacy Laws in any material respect. To No individual has been awarded compensation from the extent required under the Company or any of its Subsidiaries for a violation of any Privacy Laws, and neither the Company provides accurate notice or any of its Policies to its customersSubsidiaries has received any written notice, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank informationallegation, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Actcomplaint alleging, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in a violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither respect by the Company nor or any of its subsidiaries, (i) has received written notice Subsidiaries or customer of any actual the Company or potential liability under or relating to, or actual or potential violation of, any of its Subsidiaries and to the Privacy LawsKnowledge of the Company, and has there are no knowledge of any event facts or condition that would reasonably be expected circumstances likely to result in give rise to any such notice; (ii) is currently conducting demands, claims, notices or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Lawinquiries.

Appears in 1 contract

Samples: Merger Agreement (Compass Group Diversified Holdings LLC)

Privacy Laws. The Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its subsidiaries the Subsidiaries are and have been, in material compliance with all applicable data privacy and security laws and regulations, ; and the Company and its subsidiaries the Subsidiaries have taken all necessary actions to comply in all material respects, to the extent applicable to the business of the Company and its Subsidiaries, with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, ) and (ii) the Company and its subsidiaries the Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement, the Registration Rights Agreement or any of the other agreement referred to in this Agreement Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiariesthe Subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Stardust Power Inc.)

Privacy Laws. The Company and each of its subsidiaries are are, and have beenat all prior times since January 1, 2010 were, in material compliance with all applicable data privacy and security laws and regulations, and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) regulations (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and each of its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent Where required under the by applicable Privacy Laws, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representativesdata subjects from whom it collects Personal Data. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; and (ivv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a material breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law. The Company acknowledges that Cowen and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel to Cowen, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Appears in 1 contract

Samples: Sales Agreement (Rocket Pharmaceuticals, Inc.)

Privacy Laws. The Company and each of its subsidiaries are are, and have beenat all times since January 1, 2017 were, in material compliance with all applicable data privacy and security laws and regulations, and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) regulations (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and each of its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customersindividuals from whom Personal Data are collected, employees, third party vendors and representativesto the extent that such notice is required by applicable Privacy Laws. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined is regulated by GDPRapplicable Privacy Laws; and (iviii) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement Agreement, or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Underwriting Agreement (Cabaletta Bio, Inc.)

Privacy Laws. The Company and its subsidiaries are Subsidiaries are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act ("HIPAA"), as amended by the Company Health Information Technology for Economic and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation Clinical Health Act (“GDPR”) (EU 2016/67942 U.S.C. Section 17921 et seq.) (collectively, "Privacy Laws"). To ensure compliance with the Privacy Laws, the Company and its subsidiaries Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the "Policies"). To the extent required under the Privacy Laws, the The Company provides accurate notice notice, when applicable, of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s 's then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s 's then-current privacy practices. "Personal Data” means " means: (i) a natural persons' name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as "personally identifying information" under the Federal Trade Commission Act, as amended; (iii) “personal data” Protected Health Information as defined by GDPRHIPAA; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s 's health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (iA) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; , (iiB) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; , or (iiiC) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Securities Purchase Agreement (Trillium Therapeutics Inc.)

Privacy Laws. The Company is, and its subsidiaries are and have beenat all prior times was, in material compliance with all applicable data privacy and security laws and regulations, including without limitation, as applicable, HIPAA, as amended, and the Company has taken any required and its subsidiaries have taken all necessary actions to comply in all material respects with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (and all other applicable laws and regulations with respect to Personal Data that have been announced as of the date hereof as becoming effective within 12 months after the date hereof, and for which any non-compliance with the same would be reasonably likely to create a material liability) as soon as they take effect (collectively, the “Privacy Laws”). To ensure material compliance with the Privacy Laws, the Company has in place and its subsidiaries have is in place, comply with, and take material compliance with commercially reasonable steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling handling, and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices) as applicable. “Personal Data” means (i) a natural persons’ person’s name, street address, telephone number, email e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; and (ivv) any other piece of information that allows the identification of such natural person, or his or her family, person or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To The Company has since inception made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and has provided accurate notice of its Policies then in effect to its customers, employees, third party vendors and representatives as required by applicable laws and regulatory rules or requirements, except where the Company’s knowledgefailure to do so would not, none individually or in the aggregate, have a Material Adverse Effect. None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of violation of any Privacy Laws or Policies. Neither the The Company nor any of its subsidiaries, further certifies that it: (i) has not received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is not currently conducting or paying for, in whole or in part, any material investigation, remediation remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed imposes any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Sales Agreement (Vir Biotechnology, Inc.)

Privacy Laws. The Company and each of its subsidiaries are Subsidiaries are, and have beenin the past three (3) years were, in material compliance with all applicable data privacy and security laws and regulations, and the Company and its subsidiaries have taken all necessary actions to comply with including, without limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance In connection with their efforts to comply with the Privacy Laws, the Company and each of its subsidiaries Subsidiaries have in place, comply in material respects with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides materially accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide materially accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiariesSubsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed imposes any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Sales Agreement (Brightcove Inc)

Privacy Laws. The Company and its subsidiaries are are, and have beenat all times since September 21, 2017 were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation Accountability Act (“GDPRHIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) (EU 2016/67942 U.S.C. Section 17921 et seq.) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their with, policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” Protected Health Information as defined by GDPRHIPAA; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither Except as would not, individually or the aggregate, have a Material Adverse Effect, neither the Company nor any of its subsidiaries, (i) has at any time since September 21, 2017 received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority that imposes any obligation or liability under any Privacy Law.

Appears in 1 contract

Samples: Underwriting Agreement (Finch Therapeutics Group, Inc.)

Privacy Laws. The Company and each of its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) (42 U.S.C. Section 17921 et seq.); and the Company and each its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and each of its subsidiaries have in place, comply with, place and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with with, where applicable, their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis processing of Personal Data (the “Policies”). To the extent required under the Privacy LawsWhere applicable, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Where applicable, the Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; or (iv) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the knowledge of the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability under any Privacy Law. (gg) Cybersecurity. (i)(x) To the knowledge of the Company, there has been no security breach or attack or other material 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 a or on behalf of them), equipment or technology (“IT Systems and Data”), and (y) the Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in any material security breach, attack or compromise to their IT Systems and Data; (ii) the Company and each of its subsidiaries have complied, and are presently in compliance with, in all material respects, all applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority under any Privacy Lawand all 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; and (iii) the Company and each of its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practice.

Appears in 1 contract

Samples: Sales Agreement (Syndax Pharmaceuticals Inc)

Privacy Laws. The Except as would not, individually or in the aggregate, result in a Material Adverse Effect or as disclosed in the Commission Documents, (i) the Company and its subsidiaries are the Subsidiaries are, and have beenat all times during the past three years were, in material compliance with all applicable data privacy and security laws and regulations, and the Company and its subsidiaries have taken all necessary actions to comply with including, as applicable, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, ; (ii) the Company and its subsidiaries the Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, ; (iii) the Company provides accurate notice of its applicable Policies to its customers, employees, third party vendors and representatives. The representatives as required by Privacy Laws; and (iv) applicable Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter matter, and such Policies do not contain any material omissions of the Company’s then-current privacy practices, as required by Privacy Laws. “Personal Data” means (i) a natural persons’ person’s name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any identifiable data related to an identified person’s health or sexual orientation. To Except as would not, individually or in the Company’s knowledgeaggregate, result in a Material Adverse Effect, (i) none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, or deceptive or in violation of any Privacy Laws or Policies in any material respect. The and (ii) the execution, delivery and performance of this Agreement, the Registration Rights Agreement or any of the other agreement referred to in this Agreement Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither Except as would not, individually or in the aggregate, result in a Material Adverse Effect, neither the Company nor any of its subsidiariesthe Subsidiaries, (i) has has, to the Knowledge of the Company, received written notice of any actual or potential liability under of the Company or relating tothe Subsidiaries under, or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental or regulatory authority that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Amprius Technologies, Inc.)

Privacy Laws. The Company and its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act ("HIPAA"), as amended by the Company Health Information Technology for Economic and its subsidiaries have taken all necessary actions to comply with Clinical Health Act (the European Union General Data Protection Regulation (“GDPR”"HITECH Act") (EU 2016/67942 U.S.C. Section 17921 et seq.) (collectively, "Privacy Laws"). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the "Policies"). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s 's then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s 's then-current privacy practices. "Personal Data” means " means: (i) a natural persons' name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as "personally identifying information" under the Federal Trade Commission Act, as amended; (iii) “personal data” Protected Health Information as defined by GDPRHIPAA; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s 's health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (iA) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; , (iiB) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; , or (iiiC) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Underwriting Agreement (Trillium Therapeutics Inc.)

Privacy Laws. The Company and each of its subsidiaries are and have been, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) (42 U.S.C. Section 17921 et seq.); and the Company and each its subsidiaries have taken all necessary commercially reasonable actions to prepare to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”), except as could not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Change. To ensure compliance with the Privacy Laws, the Company and each of its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To Where required by applicable Privacy Laws and to the extent required under the Privacy Lawssuch Policies are in written form, the Company provides has provided accurate notice of its Policies then in effect to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” Protected Health Information as defined by GDPRHIPAA; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential alleged violation of, of any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any applicable Privacy Law. IT Systems.

Appears in 1 contract

Samples: Sales Agreement (Kymera Therapeutics, Inc.)

Privacy Laws. The Company and each of its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, and ; the Company and each its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) ); and the Company will, by January 1, 2020, be in material compliance with the California Consumer Privacy Act of 2018, Civil Code sections 1798.100 et seq. (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and each of its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iviii) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to describes an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law. (uu) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) included or incorporated by reference in any of the Registration Statement or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

Appears in 1 contract

Samples: Common Stock Sales Agreement (Twist Bioscience Corp)

Privacy Laws. The Company is, and its subsidiaries are and have beenat all prior times was, in material compliance with all applicable data privacy and security laws and regulations, Laws; and the Company and its subsidiaries have has taken all necessary actions to comply in all material respects with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and its subsidiaries have has in place, comply complies with, and take commercially reasonable takes appropriate steps reasonably designed to ensure compliance in all material respects with their its policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement, the Registration Rights Agreement or any of the other agreement referred to in this Agreement Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither the The Company nor any of its subsidiaries, (i) has not received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge Knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is not currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is not a party to any order, decree, Order or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.. ​

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Monogram Orthopaedics Inc)

Privacy Laws. The Company and its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, and including without limitation, as applicable, the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation 2016/679 (the “GDPR”), the UK Data Protection Act 2018 (“DPA”), the UK General Data Protection Regulation as defined by the DPA as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU 2016/679Exit) Regulations 2019 (together with the DPA, the “UK GDPR”), and HIPAA, as amended by HITECH (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, and contractual obligations, industry standards, and any other legal obligations related to data privacy and security, the Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling handling, and analysis of Personal Data (the “Policies”)) as applicable. To the extent “Personal Data” means all personal, personally identifiable, sensitive, confidential or regulated data. The Company and its subsidiaries since inception have at all times made all disclosures to users or customers required under the by applicable Privacy Laws, the Company provides and has provided accurate notice of its Policies then in effect to its customers, employees, third party vendors and representativesrepresentatives as required by applicable Privacy Laws, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The executionCompany further certifies that, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company neither it nor any of its subsidiaries, subsidiary: (i) has received written notice of any actual or potential liability under or relating to, or actual or potential material violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed imposes any obligation or liability by a governmental or regulatory authority under any Privacy Law. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of violation of any Privacy Laws or Policies.

Appears in 1 contract

Samples: Atm Equity Offering Sales Agreement (Fibrogen Inc)

Privacy Laws. The Company and its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act ("HIPAA"), as amended by the Company Health Information Technology for Economic and its subsidiaries have taken all necessary actions to comply with Clinical Health Act (the European Union General Data Protection Regulation (“GDPR”"HITECH Act") (EU 2016/67942 U.S.C. Section 17921 et seq.) and Canada's Personal Information Protection and Electronic Documents Act (collectively, "Privacy Laws"). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the "Policies"). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s 's then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s 's then-current privacy practices. "Personal Data” means " means: (i) a natural persons' name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as "personally identifying information" under the Federal Trade Commission Act, as amended; (iii) “personal data” Protected Health Information as defined by GDPRHIPAA; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s 's health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (iA) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; , (iiB) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; , or (iiiC) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Underwriting Agreement (Trillium Therapeutics Inc.)

Privacy Laws. The Except as otherwise described in the Commission Documents, and except as would not, individually or in the aggregate, result in a Material Adverse Effect, the Company is, and its subsidiaries are and have beenat all prior times was, in material compliance with all applicable data privacy and security laws and regulations, Laws; and the Company and its subsidiaries have has taken all necessary actions to comply in all respects with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and its subsidiaries have has in place, comply complies with, and take commercially reasonable takes appropriate steps reasonably designed to ensure compliance in all material respects with their its policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-then- current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To Except as would not, individually or in the Company’s knowledgeaggregate, result in a Material Adverse Effect, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respectPolicies. The execution, delivery and performance of this Agreement, the Registration Rights Agreement or any of the other agreement referred to in this Agreement Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither Except as would not, individually or in the aggregate, result in a Material Adverse Effect, the Company nor any of its subsidiaries, (i) has not received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge Knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.be

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Greenidge Generation Holdings Inc.)

Privacy Laws. (i) The Company and each of its subsidiaries have complied and are and have been, presently in material compliance with all internal and external privacy policies, contractual obligations, industry standards, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority with jurisdiction over the Company, in each case, relating to the collection, use, transfer, import, export, storage, protection, disposal and disclosure by the Company or any of its subsidiaries of personal, personally identifiable, household, sensitive, confidential or regulated data privacy (“Data Security Obligations”, and such data, “Data”); (ii) the Company has not received any notification of or complaint regarding and is unaware of any other facts that, singly or in the aggregate, would reasonably indicate material non-compliance with any Data Security Obligation; and (iii) there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or, to the Company’s knowledge, threatened alleging material non-compliance with any Data Security Obligation. The Company and each of its subsidiaries have taken reasonable technical, physical and organizational measures to protect the information technology systems and Data used in connection with the operation of the Company’s and its subsidiaries’ businesses. Without limiting the foregoing, the Company and its subsidiaries have used reasonable efforts to establish and maintain, and have established, maintained, implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, technological and physical safeguards and business continuity/disaster recovery and security laws plans that are designed to protect against and regulationsprevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any information technology system or Data used in connection with the operation of the Company’s and its subsidiaries’ businesses (“Breach”). To the Company’s knowledge, there has been no such Breach, and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy LawBreach.

Appears in 1 contract

Samples: Shares of Common Stock Sales Agreement (Xilio Therapeutics, Inc.)

Privacy Laws. The Company and each of its subsidiaries are Subsidiaries are, and have beenin the past three (3) years (or such shorter time as the Company has existed, if applicable) were in material compliance with all applicable data privacy and security laws and regulations, and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectivelyregulations(collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and each of its subsidiaries Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customersindividuals from whom Personal Data are collected, employees, third party vendors and representativesto the extent that such notice is required by applicable Privacy Laws. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amendedis regulated by applicable Privacy Laws; and (iii) “personal data” as defined by GDPR; and (ivv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiariesSubsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law. (mm) IT Systems. (i)(x)There has been no material security breach or attack or other compromise of any Personal Data, any of the Company’s and its Subsidiaries’ information technology and computer systems, networks, hardware and software used to store and/or process any Personal Data, 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 (“IT Systems and Data”), and (y) the Company and its Subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in any material security breach, attack or compromise to their IT Systems and Data, (ii) the Company and each of its Subsidiaries have taken appropriate steps reasonably designed to ensure material compliance with, all applicable Privacy Laws 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, result in a Material Adverse Change, and (iii) the Company and each of its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practice.

Appears in 1 contract

Samples: Sales Agreement (2seventy Bio, Inc.)

Privacy Laws. The Company and its subsidiaries are Subsidiaries are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, HIPAA, as amended by the HITECH Act; and the Company and its subsidiaries Subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their its policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company and its Subsidiaries provides or makes available accurate notice notices of its their Policies to its their employees, third-party vendors, representatives and customers, employees, third party vendors and representativesif any. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; and (ivv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, Subsidiaries (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Sales Agreement (Five Prime Therapeutics, Inc.)

Privacy Laws. The Except as disclosed in the SEC Documents, the Company and its subsidiaries are the Subsidiaries are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, ; and the Company and its subsidiaries the Subsidiaries have taken all necessary actions to comply in all material respects with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with Except as disclosed in the Privacy LawsSEC Documents, the Company and its subsidiaries the Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors employees and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiariesthe Subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Purchase Agreement (Altamira Therapeutics Ltd.)

Privacy Laws. The Company and its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.); and the Company and its subsidiaries have taken all necessary actions to comply in all material respects and where applicable with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance comply in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data with respect to the Privacy Laws (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate representatives where and sufficient notice of the Company’s then-current privacy practices relating as required to its subject matter comply with applicable Privacy Laws and such Policies do notices are and have not contain been misleading or deceptive in any material omissions of the Company’s then-current privacy practicesrespects. “Personal Data” means (i) a natural persons’ person’s name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify Protected Health Information as “personally identifying information” under the Federal Trade Commission Act, as amendeddefined by HIPAA; and (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to arising from any Privacy Law; inquiry, investigation or other proceeding by a governmental agency or body or any court or (iii) is a party to any order, decree, or agreement by or with a governmental agency or body or any court that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Sales Agreement (Revance Therapeutics, Inc.)

Privacy Laws. The Company and its subsidiaries are Subsidiaries are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation Accountability Act (“GDPRHIPAA) ), as amended by the Health Information Technology for Economic and Clinical Health Act (EU 2016/67942 U.S.C. Section 17921 et seq.) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries Subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling handling, and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice notice, when applicable, of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means means: (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” Protected Health Information as defined by GDPRHIPAA; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (iA) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; , (iiB) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; , or (iiiC) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Imago BioSciences, Inc.)

Privacy Laws. The Company and its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) including without limitation, as applicable, HIPAA, as amended by HITECH (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, contractual obligations, industry standards, and any other legal obligations, the Company and its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their publicly posted policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling handling, and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices) as applicable. “Personal Data” means all personal, personally identifiable data, including (i) a natural persons’ person’s name, street address, telephone number, email e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” Protected Health Information as defined by GDPRHIPAA; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To The Company and its subsidiaries have made all disclosures to users or customers required by Privacy Laws and has provided accurate notice of its publicly posted Policies then in effect to its customers, employees, third party vendors and representatives as required by Privacy Laws, except where the Company’s knowledgefailure to do so would not, none individually or in the aggregate, result in a Material Adverse Change. None of such disclosures made or contained in any of the Policies have been materially inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respectPolicies. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of violation of any Privacy Laws or Policies. Neither the The Company further certifies that neither it nor any of its subsidiaries, subsidiary: (i) has received written notice of any actual or potential liability under or relating to, or actual or potential material violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such noticeviolation; (ii) is currently conducting the subject of any investigation or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant by a government entity relating to any violations of Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed imposes any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Sales Agreement (Lyell Immunopharma, Inc.)

Privacy Laws. The Except as described in the Registration Statement and the Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change, the Company and each of its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, and the Company and each its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and each of its subsidiaries have in place, comply with, and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the extent required under the Privacy Laws, the The Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-'s then current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s 's then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the Company’s knowledge, none None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a material breach of any Privacy Laws or Policies. Neither Except as described in the Registration Statement and the Prospectus or as would not be material to the Company, neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.

Appears in 1 contract

Samples: Common Stock Sales Agreement (Eos Energy Enterprises, Inc.)

Privacy Laws. The Company and each of its subsidiaries are are, and have beenat all prior times were, in material compliance with all applicable data privacy and security laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) (42 U.S.C. Section 17921 et seq.); and the Company and each its subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the The Company and each of its subsidiaries have in place, comply with, place and take commercially reasonable appropriate steps reasonably designed to ensure compliance in all material respects with with, where applicable, their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis processing of Personal Data (the “Policies”). To the extent required under the Privacy LawsWhere applicable, the Company provides accurate notice of its Policies to its customers, employees, third party vendors and representatives. The Where applicable, the Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices. “Personal Data” means (i) a natural persons’ name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; or (iv) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the knowledge of the Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability by a governmental or regulatory authority under any Privacy Law.. (gg)

Appears in 1 contract

Samples: Sales Agreement (Syndax Pharmaceuticals Inc)