Appointment and Instructions Sample Clauses

Appointment and Instructions. 4.1 The Controller authorizes the Processor to process personal data disclosed to the Processor by the Controller on behalf of the Controller on the terms stipulated in this Contract. 4.2 This Contract, including all its annexes, constitutes the complete and final instructions for the processing of personal data for purpose and in scope defined for the service under this Contract. 4.3 All instructions shall comply with the Directive and any other applicable law. The Processor reserves the right to refuse any instruction which is not compliant with the Directive or any other applicable law or, if such instruction, in Processor's opinion, infringes the Directive or any other applicable law on personal data protection of the European Union Postal address: Company ID: VAT no: Web: E-mail: 4.4 Any change of any instruction shall be done in writing as a supplement to the Contract, and such supplement shall be signed by both Parties. Prior to any change of the instructions, Parties shall mutually discuss the change in details and exert maximum effort to agree on the change, including time and costs for implementation. 4.5 The Processor shall process personal data in compliance with instructions. This shall apply to Processor's personal data transfer to any third country or international organization, unless such Processor's duty arises from the law of the European Union or its Member States. In such case the Processor shall immediately notify the Controller thereof prior to the processing, unless the respective law prohibits such notification for serious reasons of public interest. 4.6 Provided that the law of the European Union or its Member State or the local law would require the processing beyond the limits of Controller's instruction, the Processor can exceed the limits of Controller's instruction. 4.7 Provided that personal data are processed beyond the limits of the instructions, the Processor shall immediately inform the Controller about the reason for doing so. The notification shall be made prior to the processing and shall contain references to the respective law according to which such processing is applicable. 4.8 Provided that such notification would infringe with the law of the European Union or its Member state, the notification shall be omitted. 4.9 By this Contract, the Controller instructs and authorizes the Processor to process personal data disclosed by the Controller to the Processor in scope necessary to provide the service or otherwise sub...
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Appointment and Instructions xx The Controller authorizes the Processor to process personal data disclosed to the Processor by the Controller on behalf of the Controller on the terms stipulated in this Contract.
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Appointment and Instructions. 3.1. The Processor is authorised by the Controller to process Personal data disclosed to Processor by the Controller on behalf of the Controller on the terms and conditions set out in this Agreement. 3.2. The Processor may only process Personal data subject to the Instructions, including with regard to transfers of Personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which the processor is subject. In such a case, the Processor shall inform the Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. 3.3. All Instructions shall comply with the Directive and any other applicable law and the Processor reserves the right to refuse any Instruction noncompliant with the Directive or any other applicable law or if such Instruction, in Processor’s opinion, infringes the Directive or other Union or Member State data protection provisions. In such case Processor may postpone the execution of such and Instruction and shall immediately inform the Controller. 3.4. This Agreement, including appendices, constitutes the complete and final Instructions for the Processing of Personal Data for purpose an in scope as set in this Agreement and in connection with Primary Service. 3.5. Any change of any Instruction shall be done by written and by both Parties signed amendment to this Agreement only. Before any changes are made to the Instructions, the Parties shall to the widest possible extent discuss and, if possible agree on, the implementation of the changes, including time and costs of implementation. 3.6. The Processor may process Personal Data outside the scope of the Instructions in cases where required by EU law or national law to which the Processor is subject. 3.7. If Personal Data are processed outside the scope of the Instructions, the Processor shall notify the Controller of the reason. The notification must be made before processing is carried out and must include a reference to the legal requirements forming the basis of the processing. 3.8. Notification should not be made if such notification would be contrary to EU law or national law. 3.9. By this Agreement Controller thereby appoints Processor to process Personal data disclosed to him by the Controller on behalf of the Controller in scope as is necessary to provide Primary Service or otherwise subsequently agreed to by the Parties in writing.
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Appointment and Instructions. 3.1. HPE shall Process Customer Personal Data as necessary to provide the Services and to meet HPE’s obligations under this DPSA, the Agreement, and applicable Privacy Law as a service provider and Processor of Customer Personal Data. Details of the Processing including the subject matter, purpose and duration of the Processing the types of personal data and categories of data to whom the data are set out in Exhibit A. 3.2. HPE shall Process Customer Personal Data in accordance with Customer’s instructions as set out in this DPSA, the Agreement, or other documented instructions between HPE and Customer. Potential costs and charges associated with such additional instructions shall be agreed pursuant to the terms of the Agreement. 3.3. HPE may Process Customer Personal Data other than on the instructions of Customer if it is required under law applicable to HPE. In this situation, HPE shall inform Customer of such a requirement before HPE Processes Customer Personal Data unless the law prohibits this on important grounds of public interest. If HPE is unable to comply with Customer’s instructions or this DPSA due to changes in legislation or, if HPE believes (without having to conduct a comprehensive legal analysis) that any instruction from Customer will violate applicable law or for any other reason, HPE shall promptly notify Customer in writing. 3.4. HPE acknowledges that HPE has no right, title, or interest in Customer Personal Data (including all intellectual property or proprietary information contained therein). HPE may not sell, rent, or lease Customer Personal Data to anyone. 3.5. If Customer uses the Services to Process any categories of data not expressly covered by this DPSA, Customer acts at its own risk and HPE shall not be responsible for any potential compliance deficits related to such use.
Sample 1
Appointment and Instructions. In consideration of the covenants of the parties, pursuant to Nevada Revised Statutes Section 78.355 and in order to secure the performance by the Shareholders of their respective duties and obligations under Section 2, each of the Shareholders hereby constitutes, appoints and instructs whoever shall serve from time to time as the Secretary of the Company such person's true and lawful proxy, to vote or execute such written consents with respect to its Shares, and take such other actions with respect to its Shares, as may be necessary solely to elect or remove Directors as provided herein. The parties hereto hereby deem such proxy to be "coupled with an interest."
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Appointment and Instructions. Partner hereby instructs GOLF to process Partner Data in accordance with this DPA and as required to provide the Services and/or Software.
Sample 1

Related to Appointment and Instructions

  • Background and Instructions History of Agreement- This agreement has been drafted by the Texas Student Privacy Alliance (TXSPA). The Alliance is a collaborative group of Texas school districts that share common concerns around student and data privacy. The Texas K-12 CTO Council is the organization that sponsors the TXSPAand the TXSPA is the Texas affiliate of the national Student Data Privacy Consortium (SDPC). The SDPC works with other state alliances by helping establish common data privacy agreements unique to the jurisdiction of each state. This Texas agreement was drafted specifically for K-12 education institutions and included broad stakeholder input from Texas school districts, statewide associations such as TASB, TASA, and TASBO, and the Texas Education Agency. The purpose of this agreement is to set standards of both practice and expectations around data privacy such that all parties involved have a common understanding of expectations. This agreement also provides a mechanism (Exhibit E- General Offer of Terms) that would allow an Operator to extend the ability of other Texas school districts to be covered under the terms of the agreement should an Operator sign Exhibit E. This mechanism is intended to create efficiencies for both Operators and LEAs and generally enhance privacy practices and expectations for K-12 institutions and for companies providing services to K-12 institutions.

  • Reliance on Certificates and Instructions The Custodian shall be entitled to rely upon any Certificate, notice or other instrument in writing received by the Custodian and reasonably believed by the Custodian to be genuine and to be signed by an officer or Authorized Person of the Fund. The Custodian shall be entitled to rely upon any Written Instructions or Oral Instructions actually received by the Custodian pursuant to the applicable Sections of this Agreement and reasonably believed by the Custodian to be genuine and to be given by an Authorized Person. The Fund agrees to forward to the Custodian Written Instructions from an Authorized Person confirming such Oral Instructions in such manner so that such Written Instructions are received by the Custodian, whether by hand delivery, telex or otherwise, by the close of business on the same day that such Oral Instructions are given to the Custodian. The Fund agrees that the fact that such confirming instructions are not received by the Custodian shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Fund. The Fund agrees that the Custodian shall incur no liability to the Fund in acting upon Oral Instructions given to the Custodian hereunder concerning such transactions provided such instructions reasonably appear to have been received from a duly Authorized Person.

  • Appointment of Custodian On behalf of each of its Portfolios, each Fund hereby employs and appoints the Custodian as a custodian, subject to the terms and provisions of this Agreement. Each Fund shall deliver to the Custodian, or shall cause to be delivered to the Custodian, cash, securities and other assets owned by each of its Portfolios from time to time during the term of this Agreement and shall specify to which of its Portfolios such cash, securities and other assets are to be specifically allocated.

  • Appointment of and Acceptance by Escrow Agent The Investor(s) and the Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer of the Escrow Funds in accordance with Section 3 below, agrees to hold, invest and disburse the Escrow Funds in accordance with this Agreement. a. The Company hereby acknowledges that the Escrow Agent is counsel to the Investor(s) in connection with the transactions contemplated and referred herein. The Company agrees that in the event of any dispute arising in connection with this Escrow Agreement or otherwise in connection with any transaction or agreement contemplated and referred herein, the Escrow Agent shall be permitted to continue to represent the Investor(s) and the Company will not seek to disqualify such counsel.

  • Proceedings and Instruments Satisfactory All proceedings, corporate or other, to be taken in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Buyer and Buyer's counsel, and Seller shall have made available to Buyer for examination the originals or true and correct copies of all documents which Buyer may reasonably request in connection with the transactions contemplated by this Agreement.

  • Fund Instructions (i) The Manager of the Fund shall cause the Investment Adviser, custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

  • Appointment of Borrower Each of the Loan Parties hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.

  • Appointment of the Agent (a) Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents. (b) Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

  • Appointment of Servicer; Acceptance of Appointment Subject to Section 6.05 and Article VII, the Issuer hereby appoints the Servicer, and the Servicer, as an independent contractor, hereby accepts such appointment, to perform the Servicer’s obligations pursuant to this Agreement on behalf of and for the benefit of the Issuer or any assignee thereof in accordance with the terms of this Agreement and applicable law. This appointment and the Servicer’s acceptance thereof may not be revoked except in accordance with the express terms of this Agreement.

  • Appointment of Agent GE Capital is hereby appointed to act on behalf of all Lenders as Agent under this Agreement and the other Loan Documents. The provisions of this Section 9.2 are solely for the benefit of Agent and Lenders and no Credit Party nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and the other Loan Documents, Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any other Person. Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Except as expressly set forth in this Agreement and the other Loan Documents, Agent shall not have any duty to disclose, and shall not be liable for failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries or any Account Debtor that is communicated to or obtained by GE Capital or any of its Affiliates in any capacity. Neither Agent nor any of its Affiliates nor any of their respective officers, directors, employees, agents or representatives shall be liable to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Document, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct. If Agent shall request instructions from Requisite Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Requisite Lenders or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so refraining. Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agent, be contrary to law or the terms of this Agreement or any other Loan Document, (b) if such action would, in the opinion of Agent, expose Agent to Environmental Liabilities or (c) if Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of Requisite Lenders or all affected Lenders, as applicable.

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