misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries. The Company and its subsidiaries take, and have taken, commercially reasonable steps in accordance with customary industry practice to maintain the confidentiality of all material Intellectual Property, the value of which to the Company or any of its subsidiaries is contingent upon maintaining the confidentiality thereof, and, to the Companys knowledge, no such Intellectual Property has been disclosed other than to employees, representatives and agents of the Company or any of its subsidiaries, all of whom are bound by written confidentiality agreements.
(u) Cybersecurity; Data Protection. Except (i) as described in the Registration Statement, the Time of Sale Information and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries own or have a valid right to access and use all information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications and databases (collectively, IT Systems) used or held for use in, or otherwise necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted by them in the Registration Statement, the Time of Sale Information and the Prospectus. Except as would not reasonably be expected to have a Material Adverse Effect, the Companys and its subsidiaries IT Systems are (A) adequate for, and operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted and as proposed to be conducted in the Registration Statement, the Time of Sale Information and the Prospectus, and (B) have not malfunctioned or failed. The Company and each of its subsidiaries have used commercially reasonable efforts to establish, implement and maintain, and have established, implemented and maintained, commercially reasonable controls, policies, procedures, and safeguards consistent with applicable regulatory standards and customary industry practices (including, without limitation, implementing and monitoring compliance with adequate measures of administrative, technical and physical safeguards) to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and the data processed therein (including all personal, personally identifiable, sensitive, confidential or regulated data) of their respective customers, employees, suppliers, vendors or any other third-party data used, gathered, accessed, stored, maintained or otherwise processed by or on behalf and at the direction of the Company or any of its subsidiaries in connection with their businesses (Data). Except (i) as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus or (ii) as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and, to the knowledge of the Company, (A) there have been no breaches, violations, outages, destructions, losses, disablements, misappropriations, modifications, misuses, disclosures or unauthorized uses of or accesses to same (each, a Breach) and (B) the Company and its subsidiaries have not been notified