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Ex-UK Transfers Sample Clauses

Ex-UK TransfersThe parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this Agreement by reference, and completed as follows: 6.4.1. References to the GDPR will be deemed to be references to the UK GDPR and the UK Data Protection Act 2018, references to “supervisory authorities” will be deemed to be references to the UK Information Commissioner, and references to “Member State(s)” or the EU will be deemed to be references to the UK. 6.4.2. The UK Controller-to-Processor SCCs apply when UsabilityHub processes Customer’s Personal Data as a processor. The illustrative indemnification clause does not apply. In Clause 4(f) the language “adequate protection within the meaning of Directive 95/46/EC” is deleted and replaced with “a level of data protection that is considered adequate under, or equivalent to, the applicable data protection law.” Clause 9, Governing Law, shall read “The Clauses shall be governed by the law of the Member State in which the Data Exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.” In Clause 11(3), the language “, namely…” at the end of the sentence is hereby deleted. Exhibit B of this Agreement serves as Appendix I of the UK Controller-to-Processor SCCs. Exhibit C of this Agreement serves as Appendix II of the UK Controller-to-Processor SCCs. 6.4.3. The UK Controller-to-Controller SCCs apply when UsabilityHub processes Customer’s Personal Data as a controller pursuant to Section 9 of this Agreement. Xxxxxx XX(h) of the UK Controller-to-Controller SCCs shall be deemed to state that UsabilityHub will process Personal Data in accordance with the data processing principles set forth in Annex A of the UK Controller-to-Controller SCCs. The illustrative commercial clause does not apply. Xxxxxx XX (Governing Law) shall read “The Clauses shall be governed by the law of the Member State in which the Data Exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.” Exhibit B of this Agreement serves as Annex B of the UK Controller-to-Controller SCCs. 6.4.4. The parties acknowledge and agree that if any of the UK SCCs are replaced or superseded by new standard contractual clauses issued and approved pursuant to Article 46 of the UK GDPR and related provisions of the UK Data Protection Act 2018 (“New UK SCCs”), the Da...
Ex-UK TransfersThe parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this DPA by reference, and amended and completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this DPA.
Ex-UK Transfers. Customer and Provider agree that if the UK GDPR protects the transfer of Customer Personal Data, the transfer is from Customer from within the United Kingdom to Provider outside of the United Kingdom, and the transfer is not governed by an adequacy decision made by the United Kingdom Secretary of State, then by entering into this DPA, Customer and Provider are deemed to have signed the UK Addendum and their Annexes, which are incorporated by reference. Any such transfer is made pursuant to the UK Addendum, which is completed as follows: (a) Section 3.2 of this DPA contains the information required in Table 2 of the UK Addendum. (b) Table 4 of the UK Addendum is modified as follows: Neither party may end the UK Addendum as set out in Section 19 of the UK Addendum; to the extent ICO issues a revised Approved Addendum under Section 18 of the UK Addendum, the parties will work in good faith to revise this DPA accordingly. (c) The Cover Page contains the information required by Annex 1A, Annex 1B, Xxxxx XX, and Xxxxx XXX of the UK Addendum.
Ex-UK TransfersThe parties agree that ex-UK 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 UK SCCs, which are deemed entered into and incorporated into this DPA by reference, and amended and completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this DPA.
Ex-UK TransfersThe parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this Addendum by reference, and completed as follows: G.4.1 The information required by Tables 1 – 3 of the template International Data Transfer Addendum is provided in the Agreement, this Addendum and the Exhibits below. G.4.2 References to the EU, member states and GDPR in the Standard Contractual Clauses are amended mutatis mutandis to refer to the United Kingdom, the UK Data Protection Act 2018 (as it may be updated or replaced from time to time), and the ICO.
Ex-UK TransfersThe Parties agree that ex-UK Transfers are made pursuant to the provisions set forth in this section, whichever applies.
Ex-UK Transfers. Ex-UK Transfers are made pursuant to the UK Data Transfer Addendum, which is deemed entered into and incorporated into this Addendum by reference. For the UK Data Transfer Addendum, where applicable the following applies: A. Exhibit 4 to this Addendum contains the information required in Part 1 – Tables, of the UK Data Transfer Addendum; and B. By entering into this Addendum, the parties are deemed to have signed the UK Data Transfer Addendum incorporated herein.
Ex-UK TransfersThe parties agree that ex-UK Transfers will be made subject to one (1) transfer mechanism in the following order of precedence: (i) pursuant to the Data Privacy Framework, provided Pendo is certified under such and the Data Privacy Framework remains a lawful transfer mechanism, then (ii) if the aforementioned transfer mechanism (i) is not available, pursuant to the UK SCCs, which are deemed entered into and incorporated into this DPA by reference, and amended and completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this DPA.
Ex-UK Transfers within the United Kingdom to and agree that if the UK GDPR protects the transfer of Customer Personal Data, the transfer is from outside of the United Kingdom, and the transfer is not governed by an adequacy decision made by the United Kingdom from Secretary of State, then by entering into this DPA, and are deemed to have signed the UK Addendum and their Annexes, which are incorporated by reference. Any such transfer is made pursuant to the UK Addendum, which is completed as follows:

Related to Ex-UK Transfers

  • Data Transfers You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the Subscription Service in accordance with the Agreement, and in particular that Personal Data may be transferred to and Processed by HubSpot, Inc. in the United States and to other jurisdictions where HubSpot Affiliates and Sub-Processors have operations. Wherever Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.

  • Transfers (a) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter addressing the matters set forth on Schedule A attached hereto, and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (b) If this Warrant is transferable pursuant to subparagraph (a) above, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

  • 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.