(xxxvi) Cybersecurity. There has been no material security breach or incident, unauthorized access or disclosure, or other compromise of, or relating to, the Companys or its subsidiaries information technology and computer systems, networks, hardware, software, databases, equipment or technology (together, the IT Systems), or the personal data, or personal information as defined by applicable Data Privacy and Security Obligations, of their respective customers, employees, suppliers, vendors, maintained, processed or stored by the Company and its subsidiaries (collectively, Personal Data), (B) neither the Company nor its subsidiaries have been notified of, and each of them have no knowledge of any event or condition reasonably expected to result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems or to its Personal Data and has never been required to notify any Governmental Entity or Person of any material breach, incident, access, disclosure or other compromise, (C) the Company and its subsidiaries have taken commercially reasonable steps to establish and maintain commercially reasonable controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Personal Data consistent with industry standards and practices, or as required by applicable regulatory standards and (D) the Companys IT Systems operate and perform as necessary to operate the Companys businesses, and, to the Companys knowledge, do not contain any back door, drop dead device, time bomb, Trojan horse, virus, ransomware, worm, or other disabling or malicious codes.
(b) Representations and Warranties by the Selling Stockholder. The Selling Stockholder represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:
(i) Accurate Disclosure. Neither the General Disclosure Package nor the Prospectus or any amendments or supplements thereto includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this subsection (b)(i) apply only to statements or omissions made in reliance upon and in conformity with the Selling Stockholder Information; the Selling Stockholder is not prompted to sell the Securities to be sold by the Selling Stockholder hereunder by any material information concerning the Company or any subsidiary of the Company which is not set forth in the General Disclosure Package or the Prospectus.
(ii) Authorization of this Agreement. This Agreement has been duly executed and delivered by or on behalf of the Selling Stockholder.
(iii) Noncontravention. The execution and delivery of this Agreement and the sale and delivery of the Securities to be sold by the Selling Stockholder and the consummation of the transactions contemplated herein and compliance by the Selling Stockholder with his obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (x) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon the Securities to be sold by the Selling Stockholder or any property or assets of the Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder may be bound, or to which any of the property or assets of the Selling Stockholder is subject, or (y) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Stockholder or any of his properties; except, in the case of clauses (x) and (y), as would not reasonably be expected to materially adversely affect the Selling Stockholders ability to perform his obligations under this Agreement.