Common use of IT Systems Clause in Contracts

IT Systems. The Corporation’s, its Subsidiaries’ and, to the knowledge of the Corporation, the Related Entity’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Corporation, the Subsidiaries and the Related Entity as currently conducted, to the knowledge of the Corporation, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants and the Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity have valid, enforceable and sufficient rights to use all such IT systems. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed and stored thereon, and there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person or Governmental Authority, nor any incidents under internal review or investigations relating to the same. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification (“Privacy Requirements”), except for any such noncompliance that would not have a Material Adverse Effect. There is no action, suit, proceeding, claim, or allegation pending or, to the knowledge of the Corporation, threatened by any third party with respect to any actual or alleged breach of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect to any violation of any applicable Privacy Requirement, and the Corporation is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding, claim or allegation.

IT Systems. The Corporation’sCompany is not aware of any security breach or incident, its Subsidiaries’ andunauthorized access or disclosure, or other compromise relating to the knowledge of the Corporation, the Related Entity’s information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, data and databases used by the Company and its Subsidiaries (collectively, “IT Systems”) ). The Company and the Subsidiaries’ IT Systems are adequate for, and operate and perform in all material respects as required in connection with, with the operation of the business of the Corporation, Company and the Subsidiaries and the Related Entity as currently conducted, to the knowledge of the Corporation, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants corruptants, except, in each case, as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Company and the Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity have valid, enforceable implemented and sufficient rights to use all such IT systems. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity maintain maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) processed and stored thereonused in connection with their businesses, and and, to the Company’s knowledge, there have been no breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses to the same, except for those that except, in each case, as would not reasonably be expected to, individually or in the aggregate, have been remedied without material cost or liability or the duty to notify any other person or Governmental Authority, nor any incidents under internal review or investigations relating to the samea Material Adverse Effect. The Corporation, its Company and the Subsidiaries and, to the knowledge of the Corporation, the Related Entity are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification (“Privacy Requirements”)modification, except for any such noncompliance that except, in each case, as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. There is no action, suit, proceeding, claim, or allegation pending or, to the knowledge of the Corporation, threatened by any third party with respect to any actual or alleged breach of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect to any violation of any applicable Privacy Requirement, and the Corporation is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding, claim or allegation.

IT Systems. The Corporation’s(A) There has been no security breach or incident, its Subsidiaries’ andunauthorized access or disclosure, or other compromise of or relating to the knowledge Advisers’ IT Systems and Data; (B) the IT Systems and Data of the Corporation, the Related Entity’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) Adviser are adequate for, and operate and perform in all material respects as required in connection with, the with operation of the business of the Corporation, the Subsidiaries and the Related Entity as currently conducted, to the knowledge of the Corporation, are Adviser free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants corruptants; (C) the Adviser has not been notified of, and the Corporation, its Subsidiaries and, to the has no knowledge of any event or condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (D) the CorporationAdviser has used reasonable efforts to establish and maintain, the Related Entity and have validestablished, enforceable maintained, implemented and sufficient rights to use all such IT systems. The Corporationcomplied with, its Subsidiaries andreasonable information technology, to the knowledge of the Corporationinformation security, the Related Entity maintain commercially reasonable cyber security and data protection controls, policies, procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans that protect against and prevent breach, destruction, loss, unauthorized distribution, use, assess, disablement, misappropriation or modification, or other compromise or misuse of or relating to its IT Systems and Data and to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all their IT Systems and all personalData reasonably consistent with industry standards and practices, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed as required by applicable regulatory standards and stored thereon, and there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person or Governmental Authority, nor any incidents under internal review or investigations relating to the same. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity Adviser are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification (“Privacy Requirements”), except for any such noncompliance that would not have a Material Adverse Effect. There is no action, suit, proceeding, claim, or allegation pending or, to the knowledge of the Corporation, threatened by any third party with respect to any actual or alleged breach of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect to any violation of any applicable Privacy Requirement, and the Corporation is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding, claim or allegationmodification.

IT Systems. The Corporation’sTo the Company’s knowledge, there has been no material security breach or attack or other material compromise of any of the Company’s and its Subsidiaries’ and, to the knowledge of the Corporation, the Related Entity’s information technology assets and equipment, computers, computer systems, networks, servers, hardware, software, websites, applications, databases and databases data (collectivelyincluding the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them and including all Personal Data), equipment or technology used in connection with the Company’s or its Subsidiaries’ business (“IT SystemsSystems and Data”), and (i) the Company and its Subsidiaries’ IT Systems and Data are adequate for, and operate and perform in all material respects as required in connection with, with the operation of the business of the CorporationCompany and its Subsidiaries, (ii) the Company and its Subsidiaries have not been notified of, and the Related Entity as currently conducted, to the 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, (iii) the Corporation, are free Company and clear each of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants and the Corporation, its Subsidiaries andhave complied, to the knowledge of the Corporationand are presently in compliance with, the Related Entity have valid, enforceable and sufficient rights to use all such IT systems. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity maintain commercially reasonable controls, policies, procedures, procedures and safeguards to maintain comply with, in all material respects, applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority relating to the privacy or security of its IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, acquisition, access, misappropriation, exfiltration, disclosure, corruption, modification, or the unauthorized use, transfer, export, storage, protection, disposal or other processing of such IT Systems and Data and to protect their material confidential information and preserve the integrity, confidentiality, continuous operation, redundancy and security of all IT Systems and all personalData used in connection with their respective businesses, personally identifiable, sensitive, confidential or regulated data (“Personal Data”iv) processed the Company and stored thereoneach of its Subsidiaries have implemented backup and disaster recovery technology consistent with applicable laws, and (v) there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person or Governmental Authority, nor any incidents under internal review or investigations relating to the same. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification (“Privacy Requirements”), except for any such noncompliance that would not have a Material Adverse Effect. There is no action, suit, proceedinginvestigation or proceeding before any court or governmental agency, claim, authority or allegation body pending or, to the knowledge of the CorporationCompany, threatened by against the Company or any third party of its Subsidiaries, alleging non-compliance with respect to any actual of the foregoing which would individually or alleged breach of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect to any violation of any applicable Privacy Requirement, and in the Corporation is unaware of any other fact which could form aggregate have a reasonable basis for any such action, suit, proceeding, claim or allegationMaterial Adverse Effect.

IT Systems. The Corporation’s, Company and its Subsidiaries’ and, to the knowledge of the Corporation, the Related Entity’s information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, equipment or technology, data (including confidential information, trade secrets or other data of the Company or any of its Subsidiaries or their respective users, customers, employees, suppliers, vendors, patient data, clinical data and any third party data maintained by or on behalf of them) and databases (collectively, “IT SystemsSystems and Data”) are adequate for, for and operate and perform in all material respects as required in connection with, with the operation of the business of the CorporationCompany and its Subsidiaries, the Subsidiaries and the Related Entity if any, as currently conducted, and, to the knowledge of the CorporationCompany’s Knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants corruptants. The Company and the Corporationeach of its Subsidiaries, its Subsidiaries andif any, have complied and are presently in compliance in all respects with all applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or other governmental or regulatory authority, published internal and external policies, contractual obligations and any other legal obligations, in each case, relating to the knowledge privacy and security of IT Systems and Data and to the Corporation, the Related Entity have valid, enforceable and sufficient rights to use all protection of such IT systemsSystems and Data from unauthorized use, access, misappropriation or modification, except where noncompliance would not, singularly or in the aggregate, have a Material Adverse Effect. The CorporationCompany and each of its Subsidiaries, its Subsidiaries andif any, to the knowledge of the Corporation, the Related Entity maintain has implemented and maintained commercially reasonable information technology, information security, cyber security and data protection controls, policiespolicies and procedures (including oversight, proceduresaccess controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans, consistent with industry standards and practices) that are designed to maintain and protect their material the Company’s and any of its Subsidiaries’ confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed and stored thereon, and there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to sameData used in connection with its business, except for those that have been remedied without material cost or liability or the duty where failure to notify any other person or Governmental Authority, nor any incidents under internal review or investigations relating to the same. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity are presently in compliance with all applicable laws or statutes implement and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standards, internal maintain such policies and contractual obligations relating to procedures, would not, singularly or in the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized useaggregate, access, misappropriation or modification (“Privacy Requirements”), except for any such noncompliance that would not have a Material Adverse Effect. There is To the Company’s Knowledge, (i) there has been no actionmaterial security breach or attack, suitviolations, proceedingoutages or unauthorized uses of, claimlosses of, or allegation pending oraccesses to any IT Systems and Data used in connection with the operation of the Company’s and any of its Subsidiaries’ respective businesses and (ii) neither the Company nor any of its Subsidiaries has been notified of any event or condition that would reasonably be expected to result in, any such security breach or attack to its IT Systems and Data that could reasonably be expected, singularly or in the aggregate, to the knowledge of the Corporation, threatened by any third party with respect to any actual or alleged breach of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect to any violation of any applicable Privacy Requirement, and the Corporation is unaware of any other fact which could form have a reasonable basis for any such action, suit, proceeding, claim or allegationMaterial Adverse Effect.

IT Systems. The Corporation’s, its Subsidiaries’ and, to the knowledge of the Corporation, the Related EntityCompany’s information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, equipment or technology, data (including confidential information, trade secrets or other data of the Company or its respective users, customers, employees, suppliers, vendors, patient data, clinical data and any third party data maintained by or on behalf of the Company) and databases (collectively, “IT SystemsSystems and Data”) are adequate for, for and operate and perform in all material respects as required in connection with, with the operation of the business of the Corporation, the Subsidiaries and the Related Entity Company as currently conducted, and, to the knowledge of the CorporationCompany’s Knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants corruptants. The Company, in all material respects, has complied and the Corporationis presently in compliance with, its Subsidiaries andall applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or other governmental or regulatory authority, published internal and external policies, contractual obligations and any other legal obligations, in each case, relating to the knowledge privacy and security of IT Systems and Data and to the Corporation, the Related Entity have valid, enforceable and sufficient rights to use all protection of such IT systemsSystems and Data from unauthorized use, access, misappropriation or modification. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity maintain Company has implemented and maintained commercially reasonable information technology, information security, cyber security and data protection controls, policiespolicies and procedures (including oversight, proceduresaccess controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans, consistent with industry standards and practices) that are designed to maintain and protect their material the Company’s confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personalData used in connection with its business. To the Company’s Knowledge, personally identifiable, sensitive, confidential or regulated data (“Personal Data”i) processed and stored thereon, and there have has been no breaches, incidentsmaterial security breach or attack, violations, outages, compromises outages or unauthorized uses of of, losses of, or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person or Governmental Authority, nor any incidents under internal review or investigations relating to the same. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data used in connection with the operation of the Company’s business and (ii) the Company has not been notified of any event or condition that would reasonably be expected to the protection of result in, any such security breach or attack to its IT Systems and Personal Data from unauthorized use, access, misappropriation or modification (“Privacy Requirements”), except for any such noncompliance that would not have a Material Adverse Effect. There is no action, suit, proceeding, claim, or allegation pending or, to the knowledge of the Corporation, threatened by any third party with respect to any actual or alleged breach of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect to any violation of any applicable Privacy Requirement, and the Corporation is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding, claim or allegation.

IT Systems. The Corporation’s, its Subsidiaries’ and, to Except as disclosed in the knowledge of the CorporationRegistration Statement, the Related Entity’s Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with, with the operation of the business of the Corporation, the Subsidiaries Company and the Related Entity its subsidiaries as currently conducted, to the knowledge of the Corporation, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants corruptants. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Corporation, its Subsidiaries and, to the knowledge of the CorporationProspectus, the Related Entity Company and its subsidiaries have valid, enforceable implemented and sufficient rights to use all such IT systems. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity maintain maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) processed and stored thereonused in connection with their businesses, and there have been no breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person or Governmental Authorityperson, nor any incidents under internal review or investigations relating to the same. The Corporation, Company and its Subsidiaries and, to the knowledge of the Corporation, the Related Entity subsidiaries are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification (“Privacy Requirements”)modification, except for any such noncompliance that where the failure to so be in compliance would not have a Material Adverse Effect. There is no action, suit, proceeding, claim, or allegation pending or, to the knowledge of the Corporation, threatened by any third party with respect to any actual or alleged breach of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect to any violation of any applicable Privacy Requirement, and the Corporation is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding, claim or allegation.

IT Systems. The Corporation’sTo the Company’s Knowledge, its Subsidiaries’ and, to the knowledge there has been no material security breach or attack or other material compromise of any of the Corporation, the Related EntityCompany’s and its subsidiaries’ information technology assets and equipment, computers, computer systems, networks, servers, hardware, software, websites, applications, databases and databases data (collectivelyincluding the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them and including all Personal Data), equipment or technology used in connection with the Company’s or its subsidiaries’ business (“IT SystemsSystems and Data”), and (i) the Company and its subsidiaries’ IT Systems and Data are adequate for, and operate and perform in all material respects as required in connection with, with the operation of the business of the CorporationCompany and its subsidiaries, (ii) the Subsidiaries 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, (iii) the Related Entity as currently conductedCompany and each of its subsidiaries have complied, to the knowledge of the Corporationand are presently in compliance with, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants and the Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity have valid, enforceable and sufficient rights to use all such IT systems. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity maintain commercially reasonable controls, policies, procedures, procedures and safeguards to maintain comply with, in all material respects, applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority relating to the privacy or security of its IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, acquisition, access, misappropriation, exfiltration, disclosure, corruption, modification, or the unauthorized use, transfer, export, storage, protection, disposal or other processing of such IT Systems and Data and to protect their material confidential information and preserve the integrity, confidentiality, continuous operation, redundancy and security of all IT Systems and all personalData used in connection with their respective businesses, personally identifiable, sensitive, confidential or regulated data (“Personal Data”iv) processed the Company and stored thereoneach of its subsidiaries have implemented backup and disaster recovery technology consistent with applicable laws, and (v) there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person or Governmental Authority, nor any incidents under internal review or investigations relating to the same. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification (“Privacy Requirements”), except for any such noncompliance that would not have a Material Adverse Effect. There is no action, suit, proceedinginvestigation or proceeding before any court or governmental agency, claim, authority or allegation body pending or, to the knowledge Knowledge of the CorporationCompany, threatened by against the Company or any third party of its subsidiaries, alleging non-compliance with respect to any actual of the foregoing which would individually or alleged breach of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect to any violation of any applicable Privacy Requirement, and in the Corporation is unaware of any other fact which could form aggregate have a reasonable basis for any such action, suit, proceeding, claim or allegationMaterial Adverse Effect.

IT Systems. The Corporation’s, Company and its Subsidiaries’ and, to the knowledge of the Corporation, the Related Entity’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with, with the operation of the business of the Corporation, the Company and its Subsidiaries and the Related Entity as currently conducted, to the knowledge of the Corporation, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants corruptants. The Company and the Corporation, its Subsidiaries andhave, to the knowledge of the Corporationin all material respects, the Related Entity have validimplemented, enforceable maintained and sufficient rights to use all such IT systems. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity maintain commercially reasonable complied with adequate and effective controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, household, sensitive, confidential or regulated data, or any such data that may constitute trade secrets, important data and working secrets of any governmental authority or any other data that would otherwise be detrimental to national security, public interest or lawful rights and interests of relevant individuals or organizations pursuant to the applicable laws (“Personal and Confidential Data”)) processed and stored thereonused in connection with their businesses and/or the Offering, and there have been no, and the Company and its Subsidiaries have not been notified of and have no breachesknowledge of any event or condition that would reasonably be expected to result in, incidentsany breach, violationsdestruction, outagesloss, compromises or violation, outage, leakage, misappropriation, modification, unauthorized uses distribution, use of or accesses access to same, except for those that have been remedied without material cost or liability other compromise or the duty to notify any other person or Governmental Authority, nor any incidents under internal review or investigations relating to the misuse of same. The Corporation, Company and its Subsidiaries and, to the knowledge of the Corporation, the Related Entity are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standardsauthority and any other legal obligations, internal policies and external policies, contractual obligations and industrial standards relating to the privacy and security of IT Systems and Personal and Confidential Data and (“Data Security Obligations”), to the protection of such IT Systems and Personal and Confidential Data from unauthorized use, access, misappropriation or modification (“Privacy Requirements”)and to the data outbound transition. The Company and its Subsidiaries have not received any notification of or complaint regarding and are unaware of any other facts that, except for individually or in the aggregate, would reasonably indicate non-compliance with any such noncompliance that would not Data Security Obligations, and there have a Material Adverse Effect. There is been no action, suitsuit or proceeding by or before any court or government agency, proceeding, claim, authority or allegation body pending or, to the Company’s knowledge of the Corporationafter due inquiry, threatened by alleging non-compliance with any third party with respect to any actual or alleged breach of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect to any violation of any applicable Privacy Requirement, and the Corporation is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding, claim or allegationSecurity Obligation.

IT Systems. The Corporation’sExcept as would not, its Subsidiaries’ andindividually or in the aggregate, to have a Material Adverse Effect, the knowledge Company reasonably believes that (i) each of the Corporation, Company and the Related Entity’s information technology assets Subsidiaries owns or has a valid right to access and equipment, computers, use all computer systems, networks, hardware, software, databases, websites, applicationsand equipment used to process, store, maintain and operate data, information, and databases functions used in connection with the business of the Company and the Subsidiaries (collectively, the “Company IT Systems”), (ii) the Company IT Systems are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Corporation, Company as currently conducted and (iii) each of the Company and the Subsidiaries has implemented reasonable backup, security and disaster recovery technology consistent with applicable regulatory standards. (kk) Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and the Related Entity as currently conductedSubsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the knowledge privacy and security of IT Systems and Data and to the Corporationprotection of such IT Systems and Data from unauthorized use, are free and clear of all material bugsaccess, errorsmisappropriation or modification, defectsexcept as would not, Trojan horsesindividually or in the aggregate, time bombs, malware and other corruptants have a Material Adverse Effect; (iii) the Company and the Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity have valid, enforceable implemented and sufficient rights to use all such IT systems. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity maintain maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, sensitive, confidential or regulated data Data; and (“Personal Data”iv) processed and stored thereon, and there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person or Governmental Authority, nor any incidents under internal review or investigations relating to the same. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification (“Privacy Requirements”), except for any such noncompliance that would not have a Material Adverse Effect. There is no action, suit, proceeding, claim, or allegation pending or, to the knowledge of the Corporation, threatened by any third party with respect to any actual or alleged breach of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect to any violation of any applicable Privacy Requirement, Company and the Corporation is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding, claim or allegationSubsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

IT Systems. The Corporation’s, Company and its Subsidiariessubsidiaries’ and, to the knowledge of the Corporation, the Related Entity’s information technology assets and equipment, computers, technology systems and other systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with, with the operation of the business of the Corporation, the Subsidiaries Company and the Related Entity its subsidiaries as currently conducted, to the knowledge of the Corporation, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants corruptants. The Company and each of its subsidiaries have taken, in all material respects, technical and organizational measures necessary to protect the Corporation, its Subsidiaries and, to IT Systems and Data used in connection with the knowledge operation of the CorporationCompany’s and its subsidiaries’ businesses. Without limiting the foregoing, the Related Entity Company and its subsidiaries have validused reasonable efforts to establish and maintain, enforceable and sufficient rights 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, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans that are designed to use all such IT systems. The Corporationprotect against and prevent breach, its Subsidiaries anddestruction, 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 knowledge operation of the Corporation, the Related Entity maintain commercially reasonable controls, policies, procedures, Company’s and safeguards its subsidiaries’ businesses (“Breach”) and to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personalData used in connection with the operation of the Company or its subsidiaries. Except as would not, personally identifiablesingly or in the aggregate, sensitivereasonably be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole, confidential or regulated data (“Personal Data”) processed and stored thereonthere has been no such Breach, and there the Company and its subsidiaries have not been notified of and have no breachesknowledge of any event or condition that would reasonably be expected to result in, incidentsany such Breach. ​ ​ ​ (gg) Absence of Labor Dispute. There is (i) no unfair labor practice complaint pending against the Company, violationsnor to the Company’s knowledge, outagesthreatened against it, compromises before the National Labor Relations Board, any state or unauthorized uses local labor relation board or any foreign labor relations board, and no grievance or arbitration proceeding arising out of or accesses to sameunder any collective bargaining agreement is so pending against the Company or any of its subsidiaries, except for those that have been remedied without material cost or liability or the duty to notify any other person or Governmental Authority, nor any incidents under internal review or investigations relating to the same. The Corporation, its Subsidiaries andor, to the knowledge Company’s knowledge, threatened against it, and (ii) no labor disturbance by the employees of the CorporationCompany, to the Related Entity are presently in compliance with all applicable laws or statutes Company’s knowledge, is imminent, and all applicable judgments, orders, rules and regulations the Company is not aware of any court existing or arbitrator imminent labor disturbance by the employees of any of its principal suppliers, manufacturers, customers or governmental contractors, that could reasonably be expected, singularly or regulatory authorityin the aggregate, applicable industry standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification (“Privacy Requirements”), except for any such noncompliance that would not have a Material Adverse Effect. There The Company is no action, suit, proceeding, claim, not aware that any key employee or allegation pending or, to the knowledge significant group of employees of the Corporation, threatened by any third party Company plans to terminate employment with respect to any actual or alleged breach of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect to any violation of any applicable Privacy Requirement, and the Corporation is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding, claim or allegation.Company. ​

IT Systems. The Corporation’s, Company and its Subsidiariessubsidiaries’ and, to the knowledge of the Corporation, the Related Entity’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with, with the operation of the business of the Corporation, the Subsidiaries Company and the Related Entity its subsidiaries as currently conducted, to the knowledge of the Corporation, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants and the Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity have valid, enforceable and sufficient rights to use all such IT systemscorruptants. The CorporationCompany and its subsidiaries have implemented, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity maintain commercially reasonable maintained and complied with adequate and effective controls, policies, procedures, and safeguards to maintain and protect in all material respects their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, household, sensitive, confidential or regulated data, or any such data that may constitute trade secrets, important data and working secrets of any governmental authority or any other data that would otherwise be detrimental to national security, public interest or lawful rights and interests of relevant individuals or organizations pursuant to the applicable laws (“Personal and Confidential Data”)) processed and stored thereonused in connection with their businesses and/or the offering of the ADSs, and there have been no, and the Company and its subsidiaries have not been notified of and have no breachesknowledge of any event or condition that would reasonably be expected to result in, incidentsany material breach, violationsdestruction, outagesloss, compromises or violation, outage, leakage, misappropriation, modification, unauthorized uses distribution, use of or accesses access to same, except for those that have been remedied without material cost or liability other compromise or the duty to notify any other person or Governmental Authority, nor any incidents under internal review or investigations relating to the misuse of same. The Corporation, Company and its Subsidiaries and, to the knowledge of the Corporation, the Related Entity subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standardsauthority and any other legal obligations, internal policies and external policies, contractual obligations and industrial standards relating to the privacy and security of IT Systems and Personal and Confidential Data and (“Data Security Obligations”), to the protection of such IT Systems and Personal and Confidential Data from unauthorized use, access, misappropriation or modification (“Privacy Requirements”), except for any such noncompliance that would not have a Material Adverse Effect. There is no action, suit, proceeding, claim, or allegation pending or, and to the knowledge of the Corporation, threatened by any third party data outbound transition. The Company and its subsidiaries have taken commercially reasonable actions to prepare to comply with all applicable laws and regulations with respect to any actual or alleged breach Personal and Confidential Data that have been announced as of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect to any violation of any applicable Privacy Requirementthe date hereof as becoming effective within 12 months after the date hereof, and the Corporation is for which any non-compliance with same would be reasonably likely to create a material liability as soon they take effect. The Company and its subsidiaries have not received any notification of or complaint regarding and are unaware of any other fact which could form a reasonable basis for facts that, individually or in the aggregate, would reasonably indicate material non-compliance with any such Data Security Obligations, and there have been no material action, suitsuit or proceeding by or before any court or government agency, proceeding, claim authority or allegationbody pending or threatened alleging material non-compliance with any Data Security Obligation.

IT Systems. The Corporation’sNeither the Company nor any of its Subsidiaries is aware of any security breach or incident, its Subsidiaries’ andunauthorized access or disclosure, or other compromise relating to the knowledge of the Corporation, the Related Entity’s information technology assets and equipment, computers, computer systems, networks, hardware, software, websites, applications, data and databases used by the Company or any of its subsidiaries (collectively, “IT Systems”) ). The Company and its subsidiaries’ IT systems are adequate for, and operate and perform in all material respects as required in connection with, with the operation of the business of the Corporation, the Subsidiaries Company and the Related Entity each of its subsidiaries as currently conducted, and, to the knowledge of the CorporationCompany’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants and corruptants, except, in each case, as would not reasonably be expected to, individually or in the Corporationaggregate, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity have valid, enforceable and sufficient rights to use all such IT systemsa Material Adverse Effect. The Corporation, Company and its Subsidiaries and, to the knowledge of the Corporation, the Related Entity maintain subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all material IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) processed and stored thereonused in connection with their business, and there have been no breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person or Governmental Authority, nor any incidents under internal review or investigations relating access to the same, except, in each case, as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Corporation, Company and its Subsidiaries and, to the knowledge of the Corporation, the Related Entity subsidiaries are presently in material compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification (“Privacy Requirements”)modification, except for any such noncompliance that except, in each case, as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. There is no action, suit, proceeding, claim, or allegation pending or, to the knowledge of the Corporation, threatened by any third party with respect to any actual or alleged breach of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect to any violation of any applicable Privacy Requirement, and the Corporation is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding, claim or allegation.

IT Systems. The Corporation’s, its Subsidiaries’ and, Except as would not reasonably be expected to the knowledge of the Corporationresult in a Material Adverse Change, the Related EntityCompany’s and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with, with the operation of the business of the Corporation, the Subsidiaries Company and the Related Entity its subsidiaries as currently conducted, and to the knowledge of the CorporationCompany, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants corruptants; the Company and the Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity subsidiaries have valid, enforceable implemented and sufficient rights to use all such IT systems. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity maintain maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems Systems, and all personaldata used in connection with the operation of the Company and its subsidiaries (including any information that relates to an identified or identifiable individual or is otherwise considered “personal information,” “personally identifiable information” or “personal data” under applicable law, personally identifiable, sensitivesensitive data, confidential information or regulated data in any form (collectively, the “Personal DataProtected Information”)) processed and, other than as disclosed in the Registration Statement and stored thereonthe Prospectus, and there have been no breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses access to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person or Governmental Authorityperson, nor any incidents under internal review or investigations relating to the same. The Corporation, ; and the Company and its Subsidiaries and, to the knowledge of the Corporation, the Related Entity subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification (“Privacy Requirements”), except for any such noncompliance that would not have a Material Adverse Effect. There is no action, suit, proceeding, claim, or allegation pending or, to the knowledge of the Corporation, threatened by any third party with respect to any actual or alleged breach of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect to any violation of any applicable Privacy Requirement, and the Corporation is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding, claim or allegationmodification.

IT Systems. The Corporation’sExcept as disclosed in the Registration Statement and the Prospectus, its Subsidiaries’ and, (i)(x) to the knowledge of the CorporationCompany, there has been no security breach or other compromise of or relating to any of the Related EntityCompany’s or its subsidiary’s information technology assets and equipment, computers, computer systems, networks, hardware, software, websitesdata (including the data of their respective customers, applicationsemployees, suppliers, vendors and databases any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT SystemsSystems and Data”) are adequate forrequiring notice to any third party under applicable state or federal law and (y) the Company and its subsidiary have not been notified of, and operate and perform in all material respects as required in connection with, the operation of the business of the Corporation, the Subsidiaries and the Related Entity as currently conducted, to the have no knowledge of the Corporationany event or condition that would reasonably be expected to result in, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and any security breach or other corruptants and the Corporation, its Subsidiaries and, compromise to the knowledge of the Corporation, the Related Entity have valid, enforceable and sufficient rights to use all such IT systems. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, sensitive, confidential Data requiring notice to any third party under applicable state or regulated data federal law; (“Personal Data”ii) processed the Company and stored thereon, and there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person or Governmental Authority, nor any incidents under internal review or investigations relating to the same. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity subsidiary are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification modification, except as would not, in the case of this clause (“Privacy Requirements”ii), except for any such noncompliance that would not individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and its subsidiary have used commercially reasonable efforts to implement backup and disaster recovery technology consistent with industry standards and practices. There is no action, suit, proceeding, claim, Any certificate signed by an officer of the Company and delivered to Cowen or allegation pending or, to counsel for Cowen pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company to Cowen as to the knowledge matters set forth therein. The Company acknowledges that Cowen and, for purposes of the Corporationopinions to be delivered pursuant to Section 7 hereof, threatened by any third party with respect counsel to any actual or alleged breach the Company and counsel to Cowen, will rely upon the accuracy and truthfulness of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect the foregoing representations and hereby consents to any violation of any applicable Privacy Requirement, and the Corporation is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding, claim or allegationreliance.

IT Systems. The Corporation’sExcept as would not be expected, individually or in the aggregate, to have a Material Adverse Effect, the Partnership’s and its Subsidiaries’ and, to the knowledge of the Corporation, the Related Entity’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with, with the operation of the business of the Corporation, the Partnership and its Subsidiaries and the Related Entity as currently conducted, free and clear of, to the knowledge of the CorporationPartnership, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants corruptants. Except as would not be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Partnership and the Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity have valid, enforceable implemented and sufficient rights to use all such IT systems. The Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity maintain maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, personal data and sensitive, confidential or regulated data maintained or processed by the Partnership and its Subsidiaries in connection with their businesses (collectively, the “Personal Confidential Data”) processed and stored thereon), and (ii) to the knowledge of the Partnership, there have been no breaches, incidents, violations, outages, compromises outages or unauthorized uses of or accesses to samesuch Confidential Data, except for those that have been remedied without material cost or liability or the duty to notify any other person person. Except as would not be expected, individually or Governmental Authorityin the aggregate, nor any incidents under internal review or investigations relating to the same. The Corporation, its Subsidiaries andhave a Material Adverse Effect, to the knowledge of the CorporationPartnership, the Related Entity Partnership and its Subsidiaries are presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, applicable industry standards, and all internal policies and contractual obligations relating to of the Partnership and its Subsidiaries, governing the privacy and security of IT Systems and Personal Confidential Data and to the protection of such IT Systems and Personal Confidential Data from unauthorized use, access, misappropriation or modification (“Privacy Requirements”), except for modification. Any certificate signed by an officer of any such noncompliance that would not have a Material Adverse Effect. There is no action, suit, proceeding, claim, or allegation pending or, Obligor and delivered to the knowledge of Underwriters or to counsel for the Corporation, threatened Underwriters shall be deemed to be a representation and warranty by any third party with respect the applicable Obligor to any actual or alleged breach of Personal Data, unauthorized processing, or other misuse of any Personal Data or with respect each Underwriter as to any violation of any applicable Privacy Requirement, and the Corporation is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding, claim or allegationmatters set forth therein.