Where a Sub Sample Clauses

Where a Sub. Contractor is a Supplier Associated Company, the Supplier shall provide the Buyer with a copy of the BCR listing such Supplier Associated Company as being bound by the BCR, and the Supplier commits to comply with the terms of the BCR. Accordingly, Buyer hereby expressly consents that Buyer Personal Data and Service Personal Data may be transferred to any Supplier Associated Company (agreed as Sub-Contractors in the Order Form or Annex 1 of Schedule 7 (GDPR Information)) which are bound by the terms of the BCR. Buyer commits to provide adequate information to Data Subjects regarding use of Supplier as processor (including Supplier Associated Companies located outside the EU) as well as the BCR which are available at xxxxx://xxxx.xxx/en/privacy.
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Where a Sub processor fails to fulfil its data protection obligations under an agreement or Applicable Law, the Processor that engaged it shall remain fully liable to a relevant Controller for the performance of the Sub-processor's obligations. Key Take-aways The key take-aways of Articles 23 and 24 are: - A written, legally binding agreement is required at every level. Always. - Prior authorisation to engage a Sub-processor is required at every level. Always. - Clear setting out of responsibilities and / or instructions is required at every level. Always. - Assurances set out in Article 24(1) are required at every level. Always. - In the end, at least one party to the written agreement will be accountable for liabilities (even in some cases, third party liabilities). Always. These are quite high standards. It demonstrates how important it is to operationalise the legal requirements provided throughout DP Law 2020 by way of a well-written contract. This doesn’t mean that there isn’t room for creativity or finding practical solutions to potential contracting problems – provided your thinking and decision- making is documented, and risk about your contracting approach is assessed and, importantly, mitigated. Some useful tips to meet these very high standards are set out below. - Evaluate any Processors before engaging with them to ensure they will comply with the requirements of either the DIFC DP Law 2020 or an equivalent law that imposes obligations to maintain appropriate technical and organisational measures in its own organisation and with respect specifically to the processing services they will perform. - Every time a Processor uses another Processor (a Sub-processor), there must be a written agreement between the Processor and the Sub-processor. The terms of the contract that relate to Article 24 must offer an equivalent level of protection for the personal data as those that exist in the written agreement between the Controller and the Processor. - (When in doubt,) Conduct a Data Protection Impact Assessment CONFIDENTIALITY NOTICE and DISCLAIMER – This document and any attachment are confidential and may be privileged or otherwise protected from disclosure and solely for the use of Dubai International Financial Centre Authority. No part of this document may be copied, reproduced, or transmitted in any form or by any means without written permission. Document Control No. DIFC-XX-XX-15 Document Classification: Public Document Updated on: 14 August 2023 Date / Fre...
Sample 1
Where a Sub. Consultant is used by the Consultant under this Agreement, the Consultant will legally bind the Sub-Consultant to comply with this Agreement.
Sample 1
Where a Sub trust Protector is appointed reference in this Settlement to the requirement for written consent of the Settlor shall be deemed to refer to written consent of the Sub-trust Protector in respect of that sub-trust SAVE for clause 5(1) where written consent must be obtained from the Settlor.
Sample 1

Related to Where a Sub

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Merger Subsidiaries Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

  • Other Subsidiaries Except where a failure to satisfy such representation would not have a Material Adverse Effect, each of the Subsidiaries of the Borrower (other than the Subsidiary Guarantors) (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where Real Estate owned or leased by it is located (to the extent such authorization is required by Applicable Law).

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

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