Ex-EEA Transfers Sample Clauses

Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this Addendum by this reference) and completed as follows: 6.2.1 Module One (Controller to Controller) of the EU SCCs apply when Company is processing Personal Data as a controller pursuant to Section 9 of this Addendum. 6.2.2 Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and Company is processing Personal Data for Customer as a processor pursuant to Section 2 of this Addendum. 6.2.3 Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and Company is processing Personal Data on behalf of Customer as a sub-processor.
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Ex-EEA Transfers. Customer and Provider agree that if the GDPR protects the transfer of Customer Personal Data, the transfer is from Customer from within the EEA to Provider outside of the EEA, and the transfer is not governed by an adequacy decision made by the European Commission, then by entering into this DPA, Customer and Provider are deemed to have signed the EEA SCCs and their Annexes, which are incorporated by reference. Any such transfer is made pursuant to the EEA SCCs, which are completed as follows: (a) Module Two (Controller to Processor) of the EEA SCCs apply when Customer is a Controller and Provider is Processing Customer Personal Data for Customer as a Processor. (b) Module Three (Processor to Sub-Processor) of the EEA SCCs apply when Customer is a Processor and Provider is Processing Customer Personal Data on behalf of Customer as a Subprocessor. (c) For each module, the following applies (when applicable): (i) The optional docking clause in Clause 7 does not apply; (ii) In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of Subprocessor changes is 10 business days; (iii) In Clause 11, the optional language does not apply; (iv) All square brackets in Clause 13 are removed; (v) In Clause 17 (Option 1), the EEA SCCs will be governed by the laws of Governing Member State; (vi) In Clause 18(b), disputes will be resolved in the courts of the Governing Member State; and (vii) The Cover Page to this DPA contains the information required in Annex I, Xxxxx XX, and Xxxxx XXX of the EEA SCCs.
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Ex-EEA Transfers. The parties agree that ex-EEA Transfers will be made (i) pursuant to the Data Privacy Framework, or (ii) if the Data Privacy Framework does not apply or ceases to be available, pursuant to the EU SCCs, which are deemed entered into (and incorporated into this DPA by this reference) and completed as follows: 5.2.1 Module One (Controller to Controller) of the EU SCCs apply when Company is processing Personal Data as a controller pursuant to Section 9 of this DPA. 5.2.2 Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and Company is processing Personal Data for Customer as a processor pursuant to Section 2 of this DPA. 5.2.3 Module Three (Processor to Subprocessor) of the EU SCCs apply when Customer is a processor and Company is processing Personal Data on behalf of Customer as a subprocessor.
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Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:
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Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this Addendum by this reference) and completed as follows: G.2.1 Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and Company is processing Personal Data for Customer as a processor pursuant to Section 2 of this Addendum.
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Ex-EEA Transfers. The Parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this DPA by this reference) and completed as follows: 7.2.1 Module Two (Controller to Processor) of the EU SCCs applies when Customer is a controller and Cloze is processing Personal Data for Customer as a processor pursuant to Section 2 of this DPA. 7.2.2 Module Three (Processor to Sub-Processor) of the EU SCCs applies when Customer is a processor and Cloze is processing Personal Data on behalf of Customer as a Sub-Processor.
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Ex-EEA Transfers. Ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into and incorporated into this Addendum by reference. For the purposes of the EU SCCs, the appropriate module shall be Module Two (Controller to Processor), with the following options: A. The optional docking clause in Clause 7 does not apply; B. In Clause 11, the optional language does not apply; C. All square brackets in Clause 13 are hereby removed; D. In Clause 17 (Option 1), the EU SCCs will be governed by [MEMBER STATE] law; E. In Clause 18(b), disputes will be resolved before the courts of [MEMBER STATE]; F. Exhibit 2 to this Addendum contains the information required in Annex I of the EU SCCs; G. Exhibit 3 to this Addendum contains the information required in Annex II of the EU SCCs; and H. By entering into this Addendum, the parties are deemed to have signed the EU SCCs incorporated herein, including its Annexes.
Sample 1
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Ex-EEA Transfers. With respect to the EU SCCs, which are deemed entered into and incorporated into this Addendum by reference, shall be modified as follows: 3.2.1 The optional docking clause in Clause 7 do not apply; 3.2.2 In Clause 11, the optional language does not apply; 3.2.3 All square brackets in Clause 13 are hereby removed; 3.2.4 In Clause 17 (Option 1), the EU SCCs will be governed by the laws of The Netherlands. 3.2.5 In Clause 18(b), disputes will be resolved before the courts of The Netherlands.
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Ex-EEA Transfers and a. Module Two (Controller to Processor) of the EEA SCCs apply when is a Controller and is Processing Customer Personal Data for as a Processor. b. Module Three (Processor to Sub-Processor) of the EEA SCCs apply when is a Processor and is Processing Customer Personal Data on behalf of c. For each module, the following applies (when applicable): i. The optional docking clause in Clause 7 does not apply; as a Subprocessor. ii. In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of Subprocessor changes is 10 business days; iii. In Clause 11, the optional language does not apply; iv. All square brackets in Clause 13 are removed; v. In Clause 17 (Option 1), the EEA SCCs will be governed by the laws of vi. In Clause 18(b), disputes will be resolved in the courts of the vii. The Cover Page to this DPA contains the information required in Annex I, Xxxxx XX, and Xxxxx XXX of the EEA SCCs.
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Related to Ex-EEA Transfers

  • Void Transfers To the greatest extent permitted by the Act and other Law, any Transfer by any Member of any Membership Interests or other interest in the Company in contravention of this Agreement shall be void and ineffective and shall not bind or be recognized by the Company or any other Person. In the event of any Transfer in contravention of this Agreement, to the greatest extent permitted by the Act and other Law, the purported Transferee shall have no right to any profits, losses or Distributions of the Company or any other rights of a Member.

  • Data Transfers If Lenovo or its Subcontractors are located outside the EEA, Lenovo and Controller hereby execute the controller to processor standard contractual clauses as set out in MODULE TWO in the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council as amended or superseded from time to time (the "C2P Standard Contractual Clauses") and hereby incorporate them into this Addendum by reference. The parties acknowledge and agree that: a. Lenovo and Controller shall each comply with their respective obligations in the C2P Standard Contractual Clauses; b. If there is any conflict or inconsistency between the C2P Standard Contractual Clauses and this Addendum or the Agreement, the C2P Standard Contractual Clauses shall control to the extent of the conflict; and c. The information in the following tables is hereby incorporated into the C2P Standard Contractual Clauses between the Parties: Clause 9. Use of sub-processors Option 2 GENERAL WRITTEN AUTHORISATION is selected. Data importer shall provide information at least 30 days in advance as per Clause “Subprocessing” Clause 17. Governing law These Clauses shall be construed in accordance with the governing law set forth in the Parties’ base agreement unless that governing law is not that of an EU Member State that allows for third-party beneficiary rights. In such event, the Parties agree that these Clauses shall be governed by the law of IRELAND. Clause 18 (b). Choice of forum and jurisdiction The Parties agree that any dispute arising from these Clauses shall be resolved by the courts of IRELAND. Data Exporter’s Name Controller, and any of its commonly owned or controlled affiliates Data Exporter’s Address The address of the Customer entity that entered into the Agreement. Data Exporter´s contact person´s name, position and contact details As agreed as part of the Agreement. Data Exporter´s activities relevant to the data transferred under these Clauses The Services provided by the Data Importer to the Data Exporter in accordance with the Agreement Data Exporter´s signature and date The parties agree that acceptance of the Agreement by the Data Importer and the Data Exporter has the equivalent legal effect of a signature. The date of signature is the date of such acceptance Data Exporter´s role Controller Data Importer’s name Lenovo and its subcontractors Data Importer´s address The address of the Lenovo entity that is providing the Services Data Importer´s contact details xxxx@xxxxxx.xxx Data Importer´s activities relevant to the data transferred under these Clauses The Services provided by the Data Importer to the Data Exporter in accordance with the Agreement Data Importer´s signature and date The parties agree that acceptance of the Agreement by the Data Importer and the Data Exporter has the equivalent legal effect of a signature. The date of signature is the date of such acceptance Data Importer’s Role Processor Categories of data subjects As set out in Exhibit A Categories of personal data As set out in Exhibit A Sensitive data As set out in Exhibit A Frequency of the Transfer As required for the provision of the Services Nature of the processing As set out in Exhibit A Purpose of the processing As set out in Exhibit A Period for which personal data will be retained As set out in Exhibit A Subject matter, nature and duration of the processing carried out by subprocessors As set out in Exhibit A Competent Supervisory Authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 ty The supervisory authority that will act as competent supervisory authority will be that of the EU member State where Data Exporter is established in the EU. If Data Exporter (i.e., contracting legal entity) is not established in EU, then the Competent Supervisory Authority will be such of the EU Member State in which the Data Exporter´s EU representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established. If the Data Exporter is not established in the EU but does not need to appoint an EU representative, then the Competent Supervisory Authority will be that of the EU Member State in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located. Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights andfreedoms of natural persons. Set forth at Section 11 of this Addendum and in its Exhibit A. List of authorised subprocessors As set out in Annex 1 to Exhibit A

  • Rule 144 Transfers If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 X. Xxxx Street 18th Floor Richmond, VA 23219 Re: 6.125% Senior Notes Due 2022 (the “Securities”) Reference is made to the Indenture, dated as of October 12, 2012 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture, or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act), who purchase for their own account or for the account of such institutional “accredited investor” at least $250,000 principal amount of the Securities, or in accordance with Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby certifies as follows:

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • Onward transfers The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if: (i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question; (iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or (iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person. Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Rule 904 Transfers If the transfer is being effected in accordance with Rule 904: (A) the Owner is not a distributor of the Securities, an affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing; (B) the offer of the Specified Securities was not made to a person in the United States; (C) either: (i) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (ii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (D) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof; (E) if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Securities, and the transfer is to occur during the Restricted Period, then the requirements of Rule 904(c) (1) have been satisfied; and (F) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

  • Exempt Transfers 12.1 Subject to the requirements of applicable Laws, the restrictions under Section 8 and the right of first refusal and right of co-sale under Section 9 and Section 10 shall not apply to (a) any sale of Equity Securities of the Company to the public pursuant to a Qualified IPO; and (b) Transfer of any Equity Securities of the Company now or hereinafter held by the Principal or the Ordinary Shareholder to the Principal’s another wholly owned entity or to a trustee, executor, or other fiduciary for the benefit of the Principal or the Principal’s any wholly owned entity or his spouse and lineal descendants (whether natural or adopted), brother, sister, parent for bona fide estate planning purposes (each such transferee pursuant to subsection (b) above, a “Permitted Transferee”, and collectively, the “Permitted Transferees”); provided, that (i) such Transfer is effected in compliance with all applicable Laws, including without limitation, the SAFE Regulations, (ii) the Principal shall remain liable for any breach by such Permitted Transferee of any provision hereunder; (iii) if any Permitted Transferee which received Equity Securities of the Company pursuant to this Section 12.1(b) ceases to be a Permitted Transferee for any reason, it shall immediately Transfer back to the applicable transferor from which it received the Equity Securities of the Company transferred to it pursuant to this Section 12.1(b) and (iv) adequate documentation therefor is provided to the Company and each such Permitted Transferee shall execute a joinder agreement in substantially the form attached hereto as Exhibit A assuming the obligations of such Ordinary Transferor under this Agreement and be bound by the terms of the Amended M&AA as the “Ordinary Shareholder” (if not already a Party hereto) upon and after such Transfer, with respect to the transferred Equity Securities; and (c) any Transfer of the Equity Securities of the Company by an Investor to any of its Affiliate; provided that (x) the transferees of such Transfer shall not be a Competitor or an Affiliate of any Competitor (provided that (A) GS shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the GS Controlled Affiliates, (B) Carlyle shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the Carlyle Controlled Affiliates and (C) Cathay shall be permitted to Transfer all or any of the Equity Securities of the Company held by it to any of the Cathay Controlled Affiliates); (y) if any transferee of such Transfer which received Equity Securities of the Company pursuant to this Section 12.1(c) ceases to be an Affiliate of such Investor for any reason or becomes a Competitor or an Affiliate of any Competitor (or in the case where the transferee is a GS Controlled Affiliate or a Carlyle Controlled Affiliate or a Cathay Controlled Affiliate, if it ceases to be a GS Controlled Affiliate or a Carlyle Controlled Affiliate or a Cathay Controlled Affiliate, as applicable, for any reason), it shall immediately Transfer back to the applicable transferor from which it received the Equity Securities of the Company transferred to it pursuant to this Section 12.1(c) and (z) the transferees of such Transfer shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as the “Investor” (if not already a Party hereto) upon and after such Transfer. 12.2 All transfer restrictions provided in this Agreement with respect to a Transfer of Equity Securities of the Company by the Investors (including Section 8.2) shall cease to apply in the event that the Company fails to pay the applicable redemption price pursuant to Article 8.4 of the Amended M&AA and which is not cured after 30 days’ written notice of such breach delivered by an Investor to the Company. 12.3 Sections 8 through 11 shall not apply to any Transfer of any Equity Securities pursuant to any enforcement of security under any Facility Document or to any creation of security under any Facility Document; provided, however, that any transferee of such Equity Securities shall execute and deliver a joinder agreement in substantially the form attached hereto as Exhibit A to join in and be bound by the terms of this Agreement and be bound by the terms of the Amended M&AA as the “Ordinary Shareholder” (if not already a Party hereto) upon and after such Transfer. Notwithstanding anything to the contrary herein, this Section 12.3 may be further amended in respect of Sections 8 through 11 in connection with the negotiation of any Facility Document with the written consent of Majority Series A-1 Preferred Holders and the Company and the Parties shall procure any required alteration to the Amended M&AA to give effect to any such amendment.

  • Rule 144A Transfers If the transfer is being effected in accordance with Rule 144A: (A) the Specified Securities are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a "qualified institutional buyer" within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and (B) the Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on Rule 144A in connection with the transfer; and

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