Authority to Disclose Sample Clauses

Authority to Disclose. All Federal, state, municipal and other --------------------- authorities (including the United States Treasury Department and the Internal Revenue Service) and all banks, trust companies and other banking or financial corporations, and organizations and all accountants, auditors, appraisers and examiners with which or whom the Company has heretofore, now has or hereafter may have banking or professional relations, are hereby irrevocably authorized and directed to permit representatives of the Bank to have full access during regular business hours and from time to time upon reasonable request to make copies of and extracts from all reports, examinations, audits, appraisals, and returns by or with respect to the Company and all information concerning the Company from time to time contained in their files and records. The Bank shall hold information so obtained in confidence in accordance with its customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices except that it may disclose such information as it may be required by law to disclose with notice to the Company if permitted by law and the Bank's policy.
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Authority to Disclose. The PRINCIPAL hereby authorizes the INVESTMENT MANAGER, any of its branch, subsidiary, affiliate, representatives, third party or its duly authorized personnel such as but not limited to agency personnel, credit rating agencies, verification agencies, and other outsourced service providers engaged by RCBC Trust Corporation as allowed by law and internal Bank policies, to disclose, hold, transfer and process information relating to the IMA Account to the BSP, Anti-Money Laundering Council (AMLC), Bureau of Internal Revenue (BIR) whenever applicable, or such other relevant regulatory agency and their duly authorized representatives, any information in relation to the IMA Account with the INVESTMENT MANAGER as may be required by law, regulation or agreement. The PRINCIPAL agrees to indemnify and hold the INVESTMENT MANAGER free and harmless, including its officers, directors, employees and representatives, against any and all disputes, claims, demands, losses, penalties, liabilities, costs and expenses of any kind whatsoever, imposed on, incurred by or assessed against the PRINCIPAL in respect of or in connection with the information provided in relation to the IMA Account, the disclosure of such documents and information on the IMA Account, and the consent herein granted.
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Authority to Disclose. DTV grants ICMR approval to disclose and distribute any and all information (whether written or oral) supplied to ICANN as may be consistent with the terms and conditions set out in ICANN's non-disclosure agreement and subject to dotTV’s reasonable requests regarding confidential treatment of such information.
Sample 1
Authority to Disclose. Without prejudice to all the rights of each of the Creditor Parties to disclose information relating to the accounts of the Borrower (whether under common law or the Banking Act, Chapter 19 of Singapore or otherwise), the Borrower hereby irrevocably authorises each of the Creditor Parties, its officers, employees, agents and all other persons to whom Section 47(1) of the aforesaid Banking Act applies, to disclose, give, divulge or reveal, in any manner howsoever, for all purposes, with or without notice to the Borrower and whether or not the Secured Liabilities has been paid or discharged, any and all customer information (as such term is defined in the aforesaid Banking Act) and any other information whatsoever relating to the Borrower, the Secured Liabilities, the Finance Documents and the Borrower’s accounts with the Creditor Parties as the relevant Creditor Party may think fit (“Disclosure Matters”) to:- (a) any person where such disclosure is in the opinion of such Creditor Party necessary for the enforcement or the effective administration of the facility or any of the transactions contemplated under the Finance Documents; (b) any prospective participant, assignee or transferee of such Creditor Party in respect of its rights and/or obligations under the Finance Documents or any person to or through whom the Creditor Party assigns or transfers its rights and/or obligations under the Finance Documents or with whom the Creditor Party enters into any participation agreement in connection with the Finance Documents; (c) any Security Party and any other person who has entered into or is proposing to enter into contractual arrangements with such Creditor Party or the Borrower in connection with the Finance Documents and any asset which is the subject matter of any Finance Document; (d) any person having or claiming any interest in any asset which is the subject matter of any Finance Document; (e) any person in favour of whom such Creditor Party or the Borrower is proposing to sell, transfer or grant an interest in any asset which is the subject of any Finance Document or who may be involved in any transactions relating thereto (including brokers and agents); (f) any person in favour of whom the Borrower is seeking to create or grant a Security Interest; (g) any person whose consent such Creditor Party deems necessary or desirable in connection with the creation or variation of any Security Interest in favour of the Creditor Party; (h) any person to whom suc...
Sample 1
Authority to Disclose. ‌ 5.1 The Data Controller warrants that:- 5.1.1 it shall comply with its obligations as a controller, under Article 61 (2) (i) of the DPA 2018, in respect of its processing and disclosure of Personal Data, and any processing Instructions it might issue to the Data Processor, and; 5.1.2 it has provided notice and obtained (or shall obtain) all consents and rights necessary under applicable data protection legislation for the Data Processor to process Personal Data on its behalf. 5.2 Prior to remitting an Instruction to the Data Processor, the Data Controller is required to determine and document the lawful basis for the processing of Personal Data relating to the Data Subject, so that; 5.3 where the Data Controller shall remit an Instruction to the Data Processor, it is tacitly implied that the legal basis for the processing of Personal Data, relating to the Data Subject, has been documented in compliance with applicable data protection legislation.
Sample 1
Authority to Disclose. All Federal, state, municipal and other authorities (including the United States Treasury Department and the Internal Revenue Service) and all banks, trust companies and other banking or financial corporations, and organizations and all accountants, auditors, appraisers and examiners with which or whom the Company or the Guarantor has heretofore, now has or hereafter may have banking or professional relations, are hereby irrevocably authorized and directed to permit representatives of the Bank to have full access during regular business hours and from time to time upon reasonable request to make copies of and extracts from all reports, examinations, audits, appraisals, and returns by or with respect to the Company or the Guarantor and all information concerning the Company and the Guarantor from time to time contained in their files and records. The Bank shall hold information so obtained in confidence in accordance with its customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices except that it may disclose such information as it may be required by law to disclose with notice to the Company if permitted by law and the Bank's policy.
Sample 1
Authority to Disclose. The Mortgagors hereby authorize the Mortgagee to disclose to any Governmental Authority including but not limited to the Bureau of Internal Revenue or to any other Authority, any and all matters relating to the Mortgagors, the Obligations, the Assets, the Loan Agreement, and this Mortgage Agreement for the purpose of transferring title over the Assets to the IFC or any other Person entitled to a transfer of such title in its favor after the foreclosure authorized hereunder and if perforce by the provisions hereof and of applicable laws, rules, and regulations the Mortgagor has ceased to have the right to own the Assets.
Sample 1
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Authority to Disclose. All Federal, state, municipal and other authorities (including the United States Treasury Department and the Internal Revenue Service) and all banks, trust companies and other banking or financial corporations, and organizations and all accountants, auditors, appraisers and examiners with which or whom the Company or any Guarantor has heretofore, now has or hereafter may have banking or professional relations, are hereby irrevocably authorized and directed to permit representatives of the Bank to have full access during regular business hours and from time to time upon reasonable request to make copies of and extracts from all reports, examinations, audits, appraisals, and returns by or with respect to the Company or any Guarantor and all information concerning the Company or any Guarantor from time to time contained in their files and records subject to reasonable restrictions as requested by the Company provided such restrictions do not conflict with applicable law. The Bank shall hold information so obtained in confidence except that it may disclose such information as it may be required by law to disclose. The Company or any Guarantor may disclose the existence of this Agreement in connection with its filings with the Securities and Exchange Commission and this Agreement may be filed and made available as a public record in connection with such filings.
Sample 1
Authority to Disclose. Each Group Company that is party to this Agreement authorises each Creditor to disclose to each other and to agents, delegates, nominees and advisers appointed by it (to the extent legally permissible), and to shareholders in any Group Company, all information relating to that Group Company, its Subsidiaries or related entities, and coming into the possession of any of them in connection with the Finance Documents.
Sample 1

Related to Authority to Disclose

  • DUTY TO DISCLOSE If circumstances change or additional information is obtained regarding any of the representations and warranties made by the Applicant in the Application or this Agreement, or any other disclosure requirements, subsequent to the date of this Agreement, the Applicant’s duty to disclose continues throughout the term of this Agreement.

  • Right to Disclose With respect to any information, knowledge, or data disclosed to the Contractor by the Subcontractor, the Subcontractor warrants that the Subcontractor has full and unrestricted right to disclose the same without incurring legal liability to others, and that the Contractor shall have the full and unrestricted rights to use and publish the same as it may see fit. Any restrictions on Contractor’s use of information, knowledge, or data disclosed by Subcontractor must be made known to Contractor.

  • Consent to Disclosure Each Company Shareholder consents to and authorizes the Company or SPAC, as applicable, to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that the Company or SPAC, as applicable, reasonably determines to be necessary or advisable in connection with the Mergers or any other transactions contemplated by the Merger Agreement or this Agreement, such Company Shareholder’s identity and ownership of such Company Shareholder’s Subject Shares, the existence of this Agreement and the nature of such Company Shareholder’s commitments and obligations under this Agreement, and such Company Shareholder acknowledges that the Company or SPAC may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Company Shareholder agrees to promptly give the Company or SPAC, as applicable, any information that is in its possession that the Company or SPAC, as applicable, may reasonably request for the preparation of any such disclosure documents, and such Company Shareholder agrees to promptly notify the Company and SPAC of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Company Shareholder shall become aware that any such information shall have become false or misleading in any material respect.

  • Covenant Not to Disclose a. The Executive covenants and agrees that he will not, during the period of his employment with the Corporation or at any time thereafter, except with the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designees, directly or indirectly disclose, communicate or divulge to any Person, or use for the benefit of any Person, any Proprietary Information. The restriction contained in the preceding sentence shall not apply to any Proprietary Information that (i) is a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) on the date of this Agreement, (ii) becomes a matter of public knowledge (which shall include knowledge in the industries in which the Corporation or its Subsidiaries are engaged) after the date of this Agreement from another source which is under no obligation of confidentiality to the Corporation or its Affiliates or (iii) that is furnished in the Ordinary Course of Business to Persons which sell, provide or propose to sell or provide goods or services to the Corporation or its Subsidiaries or which purchase, obtain or propose to purchase or obtain goods or services from the Corporation or its Subsidiaries. b. All data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes and any and all other memoranda, including without limitation any and all written information which may be or has been furnished to the Executive or which may be produced, prepared or designed by the Executive in connection with his employment with the Corporation shall be, become and remain the exclusive property of the Corporation. Upon the termination of the Executive's employment with the Corporation, all originals, copies and reprints in the Executive's possession, custody, or control shall be promptly surrendered and/or delivered to the Corporation, and the Executive shall thereafter make no further use, either directly or indirectly, of any such data, designs, drawings, blueprints, tracings, sketches, plans, layouts, specifications, models, programs, cards, tapes, disks, printouts, writings, manuals, guides, notes or other memoranda or written information.

  • OPPORTUNITY TO DISCUSS The Investor has received all materials relating to the Company's business, finance and operations which it has requested. The Investor has had an opportunity to discuss the business, management and financial affairs of the Company with the Company's management.

  • Absence of Obligation to Disclose The Company has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

  • Return of material containing or pertaining to the Confidential Information 7.1 The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data. 7.2 If it is not practically able to do so, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable.The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. 7.3 The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.

  • Covenant Not to Disclose Confidential Information The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential information.

  • Notification; Updates to Disclosure Schedule (a) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Section 6 or Section 7 impossible or unlikely. (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 4.3(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then the Company shall promptly deliver to Parent an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

  • No Disclosure Provider acknowledges and agrees that it shall not make any re-disclosure of any Student Data or any portion thereof, including without limitation, user content or other non-public information and/or personally identifiable information contained in the Student Data other than as directed or permitted by the LEA or this DPA. This prohibition against disclosure shall not apply to aggregate summaries of De-Identified information, Student Data disclosed pursuant to a lawfully issued subpoena or other legal process, or to subprocessors performing services on behalf of the Provider pursuant to this DPA. Provider will not Sell Student Data to any third party.

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