Cooperation and Enquiries Sample Clauses

Cooperation and Enquiries. The Parties shall co-operate with each other to promptly and effectively handle enquiries, complaints, audits or claims from any court, governmental official, Supervisory Authority, third parties or individuals (including but not limited to the Data Subjects). Processor shall inform JCI of any such enquiry, complaint or claim within 24 hours of Processor’s receipt of such enquiry, complaint or claim, unless prohibited under national law. Processor shall – specifically in such casesprovide all information that is necessary for JCI to fulfill its obligations under the applicable Data Protection Rules and these Terms, including the completion of privacy impact assessments and including making available all information necessary to demonstrate compliance by Processor with its obligations under these Terms. The Parties shall cooperate to respond appropriately to the exercise of any rights of any Data Subjects, in a timely manner, including with respect to objection to Processing, access, rectification, erasure, restriction, blocking, withdrawing consent, automated decision-making, profiling and portability of Personal Data. If a Data Subject seeks to object to the Processing of, or seeks to access, rectify, erase, restrict or block Personal Data pertaining to him or her, or exercise any rights regarding automated decision-making, withdrawal of consent, profiling or portability, Processor shall co-operate with JCI to take the actions required under the Data Protection Rules in accordance with JCI’s instructions.
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Cooperation and Enquiries. 6.1. The Servicing Party shall make available to the Receiving Party all information that is necessary for the Receiving Party to fulfill its obligations under applicable law, the Regulation, and the terms of this Appendix, including demonstrating compliance therewith. 6.2. The Parties agree to cooperate with each other to promptly and effectively handle enquiries, complaints, audits, or claims from any court, governmental official, Supervisory Authority, third parties or individuals (including but not limited to the Data Subjects). The Servicing Party will inform the Receiving Party of any such enquiry, complaint, audit or claim without undue delay and at the latest within three (3) days of receipt, except and solely to the extent prohibited by applicable law. 6.3. With regards to the protection of the Data Subject’s rights pursuant to applicable law and the Regulation, the Servicing Party will fully cooperate with and assist the Receiving Party in responding to such Data Subjects requests. If a Data Subject contacts the Servicing Party to exercise his individual rights, the Servicing Party will (unless instructed otherwise) direct such Data Subject to the Receiving Party, will inform the Data Subjects that they may exercise these rights solely vis-à-vis the Receiving Party, and will further communicate with the Data Subject solely in accordance with the Receiving Party’s instructions. The Servicing Party agrees to implement technical and organizational measures that will permit it to promptly facilitate the execution of such requests at the Receiving Party’s request, such as requests for access, rectification, erasure, restriction or portability of Personal Data. 6.4. Where the Receiving Party determines it is obligated under applicable law, the Regulation, or policy to conduct privacy and/or security assessments, such as a data protection impact assessment (“DPIA”) under the Regulation, the Servicing Party will fully cooperate with and assist the Receiving Party in fulfilling its obligations. Additionally, if the Receiving Party determines that applicable law, the Regulation, or policy requires the Receiving Party to consult with or seek guidance from a Supervisory Agency or other regulatory body prior to commencing or in connection with any particular Processing, the Servicing Party will fully cooperate with and assist the Receiving Party in fulfilling its obligations. 6.5. At the request of the Receiving Party, the Servicing Party agrees to provide th...
Cooperation and Enquiries. 7.1 Processor shall make available to Controller all information that is necessary for Controller to fulfil its obligations under the applicable Data Protection Rules and these Terms, including demonstrating compliance therewith. 7.2 The Parties shall co-operate with each other to promptly and effectively handle enquiries, complaints, audits, or claims from any court, governmental official, Supervisory Authority, third parties or individuals (including but not limited to the Data Subjects). Processor shall inform Controller of any such enquiry, complaint, audit or claim without undue delay, unless prohibited under national law. 7.3 With regards to the protection of the Data Subject’s rights pursuant to applicable Data Protection Rules, Processor shall cooperate with and assist in Controller’s obligations to respond to such Data Subjects requests. If a Data Subject contacts Processor wanting to exercise his individual rights, Processor shall direct such Data Subject to the Controller, shall inform the Data Subjects that they may exercise these rights solely vis-à-vis the Controller and shall follow such Data Subject’s request solely in accordance with Controller’s instructions. Processor shall foresee measures to facilitate the execution of such requests, such as access to as well as rectification, erasure, restriction or portability of Personal Data. 7.4 Where Controller determines it is obliged under applicable Data Protection Rules or YFAI policy to conduct privacy and/or security assessments, such as a data protection impact assessment (DPIA) under the GDPR, Processor shall cooperate and assist in Controller’s obligations. Additionally, if Controller determines that applicable Data Protection Rules or YFAI policy requires Controller to consult with or seek guidance from a Supervisory Agency or other regulatory body prior to commencing any particular Processing, Processor shall cooperate with and assist Controller in fulfilling its obligations.

Related to Cooperation and Enquiries

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

  • Litigation and Compliance ‌ (a) Except as disclosed in the Disclosure Letter, to the best of GLC’s knowledge, there are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or threatened: (i) against or affecting GLC or the GLC Subsidiaries or with respect to or affecting any asset or property owned, leased or used by GLC or the GLC Subsidiaries; or (ii) which question or challenge the validity of this Agreement, or the Amalgamation or any action taken or to be taken pursuant to this Agreement, or the Amalgamation; nor is GLC aware of any basis for any such action, suit, claim, proceeding or investigation. (b) There is not outstanding against GLC or the GLC Subsidiaries, any judgment, decree, injunction, rule, order or award of any court, Governmental entity, commission, board, bureau, agency, or arbitrator. (c) Each of GLC and the GLC Subsidiaries has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on GLC. (d) Neither GLC nor any of its assets, including the GLC Subsidiaries, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on GLC or which is reasonably likely to prevent GLC from performing its obligations under this Agreement. (e) To the best knowledge of GLC, each of GLC and the GLC Subsidiaries has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and will not have a Material Adverse Effect on GLC.

  • Education and Experience ▪ Secondary School Honour Graduation, plus a minimum of 13 years' pertinent experience or the equivalent in experience, additional education and/or training; ▪ Graduation from a recognized institute of advanced technology, or equivalent formal education, and a minimum of nine years' pertinent technological experience.

  • Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).

  • Cooperation of the Parties The Seller undertakes to notify the Buyer of any obstacles on his part, which may negatively influence proper and timely delivery of the Equipment.

  • Information and Sophistication Without lessening or obviating the representations and warranties of the Company set forth in Section 3, each Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers necessary or appropriate for deciding whether to acquire the Securities, (ii) represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser and (iii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.

  • Cooperation and Records Retention Seller and Buyer shall (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other with any records or other information that may be relevant to such return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any tax return of the other for any period. Without limiting the generality of the foregoing, Buyer and Seller shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all tax returns, supporting work schedules, and other records or information, in a timely manner, as and that may be relevant to such returns for all tax periods or portions thereof ending on or before the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other party with a reasonable opportunity to review and copy the same.

  • Litigation and Environmental Matters (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

  • Litigation and Compliance with Law (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNB, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNB, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNB, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB nor any of its subsidiaries is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB or its subsidiaries which in any manner limits, restricts, regulates, enjoins or prohibits any present or past business or practice of FNB or its subsidiaries; and neither FNB nor any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any of its subsidiaries is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

  • Transition and Expenses If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. The Asset Representations Reviewer will pay the reasonable expenses (including the fees and expenses of counsel) of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on such obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer or the successor Asset Representations Reviewer.

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