Authority of the Controller. 4.1. The Processor shall exclusively process the Customer Data in accordance with the provisions contained in this Agreement and other instructions from the Controller. 4.2. The Controller shall issue all instructions and orders in a documented electronic format. The Controller is obliged to confidentially treat all knowledge of the Processor’s business secrets and data security measures acquired within the framework of the contractual relationship. This obligation shall remain in force even after the termination of this Agreement. 4.3. As a rule, instructions are to be issued by the Controller’s Authorized Representative. The Processor informs the Controller that it only accepts instructions from the Authorized Representative. The Controller shall notify the Processor of any changes in those authorized to act or their substitutes, naming a representative as soon as possible via xxxxxxx@xxxx-xxx.xx 4.4. If the Processor has reasonable belief that an instruction from the Controller infringes this Agreement or the applicable data protection law, it must notify the Controller immediately. After timely prior notification to the Controller of at least a 14-day period, the Processor is to suspend implementation of the instruction pending confirmation or change of instruction by the Controller. If the Controller confirms the instructions with a brief justification in writing, the Processor is obliged to follow them. In this case, the Parties agree that the Controller alone shall be liable for the lawfulness of the processing.

Authority of the Controller. (1) 1The Processor shall process personal data only in accordance with the agreements made and following the instructions of the Controller, unless he is obliged to process otherwise by law of the Union or of the Member States to which the Processor is subject (Art. 28 (3) 3 lit. a, Art. 29 GDPR). 2In the event of such an obligation, the Processor shall inform the Controller of these legal requirements prior to processing, unless the law prohibits such notification on grounds of a prevailing public interest. (2) 1The Processor warrants that the processing will be carried out in accordance with the instructions of the Controller. 2If the Processor is of the opinion that an instruction of the Controller violates this Agreement or applicable data protection law, he must inform the Controller immediately. 3Following a corresponding notification to the Controller, the Processor is entitled to suspend the execution of the instruction until the Controller confirms or changes the instruction. 4The parties agree that the sole responsibility for the processing according to instructions lies with the Controller. (3) 1Controller's instructions are always in written or text form. If necessary, the Processor can also give verbal instructions (remotely). 2Oral instructions are to be confirmed by the Controller immediately in written or text form. (3) sentence 2 lit. g GDPR (1) 1Copies or duplicates of the data are not made without the knowledge of the Controller. 2Excluded from this are backup copies, to the extent necessary to ensure proper data processing, as well as data copies required with regard to compliance with statutory retention requirements. (2) 1After the conclusion of the contractually agreed work or sooner upon request by the Controller - at the latest upon termination of the Main Agreement - the Processor has all documents, processing and utilization results as well as data, which are related to the contractual relationship to hand over to the Controller or to destroy it after prior consent in accordance with data protection law. 2The same applies to test and reject materials. 3The log of the deletion must be submitted on request. (3) 1Documentations serving as proof of orderly and proper data processing shall be kept by the Processor according to the respective retention periods beyond the end of this Agreement. 2He may hand them over to the Controller for his discharge at the end of this Agreement.

Authority of the Controller. (1) The Controller shall confirm verbal instructions immediately (in text form as a minimum). (2) The Processor will inform the Controller immediately if it believes that an instruction violates data protection regulations. The Processor is entitled to suspend the execution of the relevant instruction until it is confirmed or amended by the Controller. The Processor may assert a claim for compensation against the Controller for expenses that it incurs as a result of this.

Authority of the Controller. The data is handled exclusively within the framework of the concluded agreements and in accordance with the documented instructions of the controller, see Art. 28 Para. 3

Authority of the Controller. (1) It is hereby agreed that the data shall only be handled as part of the agreements made and based on instructions from the Controller. The Controller reserves a comprehensive authority to instruct the Processor on the type, scope and method of data processing, which it can specify with individual instructions, as part of the order description made in this Contract. Changes to the processing subject and method changes must be coordinated jointly and documented. The Processor may only provide information to third parties or affected persons after prior approval by the Controller. (2) The instructions of the Controller are initially specified by this Contract and can thereafter be changed, supplemented or replaced by the Controller in written or text form with individual instructions (individual instructions). The Controller is entitled to issue corresponding instructions at any time. The Processor shall not use the data for any other purpose and in particular is not entitled to pass it on to third parties. Copies and duplicates shall not be produced without the knowledge of the Controller. This does not include backup copies, where they are required to ensure proper data processing, and data which is required to comply with legal archival obligations. (3) The Processor is obliged to inform the Controller immediately if it is of the opinion that an instruction by the Controller infringes against the data protection laws. The Processor is entitled to delay performance of the corresponding instruction until it has been confirmed or changed by the responsible persons at the Controller.

Authority of the Controller. The data may only be used in accordance with the terms of the agreements and handled or processed in accordance with the instructions given by the controller. - Verbal instructions are confirmed by the client without delay (at least in text form). - The processor shall inform the controller immediately if he / she believes that an instruction violates data protection regulations. The processor shall be entitled to suspend the execution of the relevant instruction until it is confirmed or amended by the controller.

Related to Authority of the Controller

Authority of the Company To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.
Authority of the Manager The Manager for, and in the name and on behalf of the Company, is hereby authorized to: (1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof.; (2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate; (3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property; (4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate; (5) xxx and be sued, complain and defend in the name of and on behalf of the Company; (6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company; (7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property; (8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company; (9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and to perform all matters in furtherance of the objectives of the Company or this Agreement; (10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company; (11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property; (12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.
Authority of the Committee The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.
Authority of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.
Authority of Manager (a) Except for situations in which the approval of any Member(s) is specifically required by this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Corporation, as the sole managing member of the Company (the Corporation, in such capacity, the “Manager”) and (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company. The Manager shall be the “manager” of the Company for the purposes of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04. (b) The day-to-day business and operations of the Company shall be overseen and implemented by officers of the Company (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the Manager. An Officer may, but need not, be a Member. Each Officer shall be appointed by the Manager and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions in this Agreement (including in Section 6.07 below), the salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager. The authority and responsibility of the Officers shall include, but not be limited to, such duties as the Manager may, from time to time, delegate to them and the carrying out of the Company’s business and affairs on a day-to-day basis. The existing Officers of the Company as of the Effective Time shall remain in their respective positions and shall be deemed to have been appointed by the Manager. All Officers shall be, and shall be deemed to be, officers and employees of the Company. An Officer may also perform one or more roles as an officer of the Manager. (c) The Manager shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.
Authority of Board Nothing contained in this Section 4 shall limit the authority of the Board to take such other action to the extent permitted by law as it deems necessary or advisable to preserve the Company’s status as a non-reporting company under the Exchange Act.
General Authority of the Collateral Agent By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.
Authority of General Partner The General Partner shall have sole authority to manage the business and affairs of the Partnership, which authority shall be delegated as provided in this Agreement. Subject to the limitations in this Agreement, the General Partner shall have the authority to take any action it deems to be necessary or appropriate in connection with the business and affairs of the Partnership, including without limitation the power and authority to: 8.1.1 acquire by purchase, lease, or otherwise, any real or personal property, tangible or intangible and to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership; 8.1.2 construct, operate, maintain, finance, and improve, and to own, sell, convey, assign, mortgage, or lease any real estate and any personal property; 8.1.3 sell, dispose, trade, or exchange Partnership assets in the ordinary course of the Partnership’s business; 8.1.4 enter into agreements and contracts and to give receipts, releases, and discharges; 8.1.5 purchase liability and other insurance to protect the Partnership’s properties and business; 8.1.6 execute or modify leases with respect to any part or all of the assets of the Partnership; 8.1.7 prepay, in whole or in part, refinance, amend, modify, or extend any mortgages, trust deeds or security agreements which may affect any asset of the Partnership and in connection therewith to execute for and on behalf of the Partnership any extensions, renewals, or modifications of such mortgages, trust deeds or security agreements; 8.1.8 execute any and all other instruments and documents which may be necessary or in the opinion of the General Partner desirable to carry out the intent and purpose of this Agreement, including, but not limited to, documents whose operation and effect extend beyond the term of the Partnership; 8.1.9 make any and all expenditures which the General Partner, in its sole discretion, or in the discretion of the parties to whom the General Partner has delegated the authority to act for the Partnership as provided for above, deems necessary or appropriate in connection with the management of the affairs of the Partnership and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization and financing and operation of the Partnership; 8.1.10 enter into any kind of activity necessary to, in connection with, or incidental to, the accomplishment of the purposes of the Partnership; 8.1.11 invest and reinvest Partnership reserves in short-term instruments or money market funds; 8.1.12 take any and all other action which is permitted under law or which is customary or reasonably related to the operation, management or conducting of the business or affairs of the Partnership, subject to the limitations expressly stated in this Agreement; and the enumeration of powers in this Agreement shall not limit the general or implied powers of the General Partner or any additional powers provided by law; 8.1.13 take any and all action required to guarantee the indebtedness of Xxxxxxx Xxxx, Inc and/or its subsidiaries; and 8.1.14 delegate any or all of its authority and powers as manager of the Partnership to the Management Committee.
Authority, Etc The execution and delivery by Borrower of this Amendment and the performance by Borrower of all of its agreements and obligations under the Loan Agreement and the other Loan Documents, as amended hereby, are within the corporate authority of Borrower and have been duly authorized by all necessary corporate action on the part of Borrower. With respect to Borrower, the execution and delivery by Borrower of this Amendment does not and will not require any registration with, consent or approval of, or notice to any Person (including any governmental authority).
Authority of the Representatives Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.

Authority of the Controller Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Related to Authority of the Controller