Engagement of Subcontractors. The Agent shall not engage any Subcontractor (other than an Affiliate properly authorized to provide such Services) to perform all or any part of the Services on the Agent’s behalf and in the Agent’s stead without the Funds’ prior written consent. In the event that the Funds consent to the Agent’s engagement of a Subcontractor to perform any portion of the Services and the Agent so engages the Subcontractor, the Agent shall be responsible for, and shall (a) comply with Applicable Laws relating to the use of any Subcontractors, including, without limitation, Regulation S-P and Rule 17Ad-7(g) under the 1934 Act and (b) meet all of the Agent’s obligations and warranties with respect to the Services, the Agent Facilities and Agent Premises as to work conducted by the Subcontractor. The Agent shall guarantee, and be fully liable for, all actions of the Subcontractors under any such agreements. All entities that perform such services on an industry-wide basis, such as, by way of example, the NSCC and those referred to in Section 13.5 of this Agreement, are not deemed to be, and are not Subcontractors under this Section 4.2.1, and the Agent shall have no liability for their actions or omissions to act. Further, this Section 4.2.1 is not intended to, and does not, apply (i) to the situation whereby the Agent, in order to provide a service specifically requested by a Fund which the applicable Agent System does not support, such as by way of example and not limitation, escheatment (Trans Union) and third party administration services (Sungard Corbel, Inc.), contracts with a third party vendor to use such third party vendor’s system or (ii) where the Funds employ an Affiliate of the Agent to provide to the Funds services that are not included within the definition of “Services” in this Agreement. In the event of (i) above, the Agent makes no representations, warranties or covenants concerning the adequacy and sufficiency of the third party vendor’s system, except that the Agent shall enforce on behalf of the Funds whatever representations warranties or covenants it was able to negotiate from such third party vendor. In the event of (ii) above, the Agent makes no warranties, representations, covenants or guarantees concerning such affiliated entities’ performance. Notwithstanding anything to the contrary, the Agent may employ its Affiliates as subcontractors hereunder provided that the requirements of clauses (a) and (b) of the second sentence hereof are met and that ...
Engagement of Subcontractors. State Fund, in its sole discretion, may engage one or more subcontractor entities to perform Services under this Agreement (“Subcontractors”). If State Fund engages any Subcontractors, such engagement shall be pursuant to State Fund corporate policies.
Engagement of Subcontractors. (1) [Option 1:] Within the framework of its contractual obligations, the Processor shall not be entitled to establish subprocessing relationships with subcontractors ("Subcontracting Relationship"). [Option 2:] The contractually agreed-upon services, or the parts of the services described hereafter, will be executed with the aid of subcontractors named in Annex 4. Within the scope of his contractual obligations, the Processor shall be entitled to establish further subcontracting relationships, provided that the Controller agrees in writing or documented electronic format prior to the assignment of the subcontractor and the Controller is notified as to such relationship in advance. The Processor shall carefully select subcontractors according to their suitability and reliability. When engaging subcontractors, the Processor shall ensure their commitment to confidentiality in line with the provisions of this Agreement and ensure that the Controller is able to directly exercise its rights under the Agreement (particularly the rights of audit and control) against the subcontractors. If subcontractors from a third country are involved, the Processor shall ensure that an adequate level of data protection is guaranteed by the subcontractor in question (for example, by establishing an agreement according to the EU standard data protection clauses). Upon request, the Processor shall demonstrate the conclusion of the aforementioned agreements with his subcontractors. [Option 3:] The contractually agreed-upon services, or the parts of the services described hereafter, will be executed by involving the subcontractors named in Annex 4. Within the scope of his contractual obligations, the Processor shall be entitled to establish further subcontracting relationships. The Processor shall, without undue delay, notify the Controller thereof. The Processor shall carefully select subcontractors according to their suitability and reliability. When engaging subcontractors, the Processor shall ensure their commitment to confidentiality in line with the provisions of this Agreement and ensure that the Controller is able to directly exercise its rights under the Agreement (particularly the rights of audit and control) against the subcontractors. If subcontractors from a third country are involved, the Processor shall ensure that an adequate level of data protection is guaranteed by the subcontractor in question (for example, by establishing an agreement according to the EU standard...
Engagement of Subcontractors. (i) The Parties have agreed upon the list of approved Subcontractors set forth in Exhibit E for the Work listed in Exhibit E. Contractor shall have the right to have that portion of the Work identified in Exhibit E performed by the approved Subcontractor for such Work. Contractor may otherwise subcontract the performance of portions of the Work to qualified Subcontractors in its discretion, subject to this Section 3.3. All Subcontractors performing Work shall be fully qualified and properly licensed as required by applicable Law and subject to a properly executed Subcontract.
(ii) If Contractor desires to engage as a Major Subcontractor a Person that is not identified in Exhibit E, then Contractor shall obtain Owner’s prior written consent, which consent may be withheld in Owner’s sole discretion. Contractor shall provide Owner with written notice thereof containing (i) the name of such proposed Major Subcontractor, (ii) a statement in reasonable detail of the reasons why such proposed Major Subcontractor is preferred over any approved Subcontractor identified in Exhibit E, (iii) a description of any anticipated impacts to the Key Milestones, warranties, interconnection with Equipment or otherwise attributable to selecting such proposed Person as a Major Subcontractor, (iv) any other information on which Contractor is basing its desire to engage such proposed Subcontractor, and (v) any additional information as Owner may reasonably request. Owner shall either provide its consent or a written objection within five (5) Business Days of Contractor’s request. If no response is provided within such five (5) Business Day period, Contractor shall provide an additional written request for consent, and if Owner fails to respond within two (2) Business Days, the request will be deemed approved. If Owner timely and properly provides notice of rejection for any change in Major Subcontractor, the Parties will seek to resolve any dispute with respect thereto through consultation of Senior Management Representatives. Such consultation will occur during a period not to exceed five (5) Business Days following receipt of a written request by Contractor for such consultation. If Owner approves (or fails to reject within the period set forth above) such proposed Major Subcontractor, then Contractor may proceed to engage such proposed Major Subcontractor.
Engagement of Subcontractors. 7 4.2.2. Further Assurances. 7
Engagement of Subcontractors. Caesarea may sub-contract the manufacture of NIKI Pumps and Manufacturing Assembly Kits only with the prior written consent of Alaris, which consent shall not be unreasonably withheld; provided, however, that the subcontracting by Caesarea of the NIKI Pumps and Manufacturing Assembly Kits shall not relieve Caesarea of any of its obligations hereunder and Caesarea shall remain responsible for all NIKI Pumps and Manufacturing Assembly Kits subcontracted as if Caesarea had manufactured the NIKI Pumps and Manufacturing Assembly Kits itself. The parties acknowledge and agree that in the event Caesarea elects to sub-contract the manufacture of the NIKI Pumps and/or Manufacturing Assembly Kits, Alaris shall have the right to require that any sub-contractor selected by Caesarea submit to a Good Manufacturing Practice audit by Alaris. If any such sub-contractor does not meet (i) all applicable regulatory requirements relating to the manufacturing of the NIKI Pumps or Manufacturing Assembly Kits, as the case may be, including Good Manufacturing Practices and other requirements of the FDA and applicable US and EU regulatory agencies, including, without limitation, the European Medical Device Directives and EN 46001 or EN 46002, as applicable, and (ii) any additional requirements which Alaris may reasonably require of its own subcontractors, Alaris may withhold its consent to the engagement of such subcontractor.
Engagement of Subcontractors. YRa+d may engage any other party or person it may determine to be suitably capable and qualified as sub-contractors to undertake the Services. Any such assignment or subcontracting shall not release or discharge the assignor from any obligations under the Agreement.
Engagement of Subcontractors. (1) The use of subcontractors as additional processors is only permitted if the Customer issues advance consent in text form.
(2) At the time of entry into the contract, the Customer issues its consent that the partial performances described below shall be performed through engagement of the following subcontractors.
a) 1. Subcontractor Name: Amazon Web Services, Inc. Description of the partial performance: hosting the IT systems.
b) 2. Subcontractor Name: CADS GmbH Address: Xxxxxxxxxxxxxxx 00, X-0000 Xxxx Description of the partial performance: further development of the IPS Gate software platform
(3) Before enlisting additional or replacing the listed subcontractors, the Contractor shall obtain the Customer's consent, which may not be refused absent an important data protection reason.
(4) The Contractor shall take Art. 44ff. GDPR into consideration when concluding any contracts with subcontractors, particularly on the basis of EU standard contracts. If and when data is collected and/or used by the subcontractor outside the EU or the EEA, the Customer hereby authorizes the Contractor to enter into the "Controller to Processor" EU standard contract with the subcontractor by proxy for the Customer in the form that either (i) the Customer enters into an existing EU standard contract between the subcontractor (as processor) and the Contractor (as controller) and in this respect acquires the same rights as the Contractor under the EU standard contract or (ii) the Customer enters into an EU standard contract directly with the subcontractor and the Contractor enters into this so that in this respect it acquires the same rights as the Customer under the EU standard contract.
Engagement of Subcontractors. 8.1 In delivering the Works, the Contractor may engage subcontractors to conduct the Works.
8.2 Any subcontractors engaged by the Contractor will be qualified and licensed and are technically capable of being able to carry out the Works in competent manner. Any subcontractors engaged by the Contractor will have appropriate and relevant policies of insurance.
Engagement of Subcontractors. ACRO shall not locate, procure the services of, or enter into a contract with a Subcontractor for the performance of any portions of the Work without HI-POWER's prior written approval. If HI-POWER consents to the engagement of a Subcontractor, no such engagement shall relieve ACRO of any of its duties, responsibilities, obligations or liabilities hereunder. As between HI-POWER and ACRO, ACRO shall be fully responsible and liable for all Work performed by, and all acts, errors, or omissions of, all Subcontractors and other ACRO Responsible Parties arising out of the performance of the Work or activities related thereto. ACRO shall also be solely responsible for ensuring that, throughout performance of the Work, all ACRO Personnel comply with applicable Environmental Laws and other Applicable Laws relating to worker health and safety, this Agreement, and the rules and policies of HI-POWER and its Affiliates. ACRO shall promptly notify HI- POWER of any dispute between ACRO and any Subcontractor that would reasonably be expected to have an impact on the Work, or the performance of ACRO's obligations hereunder and provide a reasonable description thereof. Nothing contained herein shall create any contractual relationship between any Subcontractor and HI-POWER.
