Independent Assessment a) (Applicant’s undertakings): The Applicant agrees that:
(i) it will provide the Certified Assessor with all information specified in the Submission Guidelines and reasonably requested by the Certified Assessor in order to complete the Independent Assessment, including, in relation to the Performance Rating Tool, the material set out in Schedule 2;
(ii) subject to any reasonable occupational health and safety requirements of the Applicant, it will provide access to the Certified Assessor to the Project, upon not less than 3 days’ notice by the GBCA to the Applicant, for the purposes of collecting information to allow the Independent Assessment to be performed;
(iii) the GBCA has the right to conduct audits of the Applicant’s advice to its employees, consultants and contractors regarding the Applicant’s commitment to this Agreement; and
(iv) it will comply with all the terms and conditions contained in the Submission Guidelines and any additional eligibility criteria or rulings relevant to the nominated Rating Tool specified on the Website at the date of this Agreement.
b) (GBCA’s undertakings): The GBCA agrees that following the Registration Date it will:
(i) provide the Applicant with a summary of the documentation required for the Independent Assessment based on Submission Guidelines;
(ii) provide a GBCA Representative to project manage the Independent Assessment;
(iii) upon receiving and considering the recommendation of the Certified Assessor, if all relevant criteria have been fulfilled and the Applicant is not in breach of this Agreement (including non-payment of Fees), the GBCA will award the Applicant a Certified Rating evidenced by an email confirming the Certified Rating; and
(iv) use all reasonable endeavours to comply with the timeframes set out on the GBCA Website in relation to the Certification Process.
Independent Assessment. The Subscriber has evaluated the risk of investing in the Corporation and is acquiring the Shares based only upon its independent examination and judgment as to the prospects of the Corporation based on the information provided in the Offering Circular.
Independent Assessment. If and to the extent that Contractor creates, receives, maintains, uses, and/or transmits PII, as authorized under this Contract, employing information systems owned by, licensed to, in the legal custody of, and/or operated by Contractor (excluding and separate from FSSA and/or State Information Systems), in order to assure Contractor’s appropriate application of its privacy and security standards, Contractor will: Engage a qualified, independent third-party to assess Contractor’s privacy and security standards and controls and have such assessment performed on an annual basis with the first such assessment being performed within six (6) months of execution of this Contract. Contractor is solely responsible for ensuring each such assessment is reasonable in scope and depth with respect to Contractor’s environment. Contractor will share the results of each such assessment (e.g., the assessor’s report) with the FSSA Privacy & Security Office (or designee), including Contractor’s corrective action plan to resolve or mitigate any privacy and security deficiencies identified by the third-party assessor; the State will hold such results in the strictest confidence. The State will review the assessment results, including the corrective action plan, solely for the purpose of gauging the reasonable sufficiency of the scope and depth of the assessment and the reasonable timeliness and approach of the corrective action plan. The State reserves the right to request of Contractor reasonable enhancements to the scope and depth of each assessment and/or each resulting corrective action plan and any disputes between the State and Contractor regarding such requests will be handled in accordance with the Disputes section of the Contract. Contractor agrees that it will resolve or reasonably mitigate such deficiencies within a reasonable period of time, as identified in the corrective action plan, but by no later than the next annual third-party assessment; provided however that any deficiencies deemed high risk by the third-party assessor will be mitigated by Contractor within ninety (90) calendar days from date of discovery and any deficiencies deemed moderate or medium risk by the third-party assessor will be mitigated by Contractor within one-hundred eighty (180) calendar days from the date of discovery; as used here mitigation means the deficiency is either resolved or compensating controls are applied that reduce the designated risk level. The State expects that the thi...
Independent Assessment. Without limiting clause 6 of this Certificate, the New Bank agrees that the provisions of clause 24.13 of the Facility Agreement binds it as if the reference therein to this "Agreement" included this Certificate and (subject to any agreement to the contrary between the Existing Bank and New Bank) the reference therein to the "Agent" included the Existing Bank.
Independent Assessment. Seller has made its own independent assessment of the risks involved in connection with the transactions contemplated by this Agreement, including that Buyer may possess material nonpublic information regarding Buyer or its securities which has not been disclosed to Seller. Seller acknowledges that the only representations and warranties that Buyer has made in connection with the transactions contemplated by this Agreement, and the only statements or other information on which Seller has relied in connection with the transactions contemplated by this Agreement, are those representations and warranties expressly set forth in Section 3 of this Agreement.
Independent Assessment. Each of Parent and Merger Sub acknowledges that it has made its own assessment of the present condition and the future prospects of the Business and the Acquired Companies (including an assessment of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business and the Acquired Companies) and is sufficiently experienced to make an informed judgment with respect thereto. Parent acknowledges (for itself and on behalf of its Affiliates and their respective representatives) that it, its Affiliates and their respective representatives have been provided full access to the personnel, properties, premises and records of the Business for such purpose. Parent acknowledges (for itself and on behalf of its Affiliates and their respective representatives) that Parent, its Affiliates and their respective representatives have conducted to Parent’s satisfaction an independent investigation of the Business and the Acquired Companies and, in making the determination to proceed with the Transaction, Parent has relied on the results of such independent investigation.
Independent Assessment. Concurrent with the development of an effective DR/BCP Risk Management Program, the TSP shall engage the services of an independent third party with expertise in Enterprise Risk Management (“ERM”) to assess the TSP’s current enterprise-wide DR/BCP risk management program (“ERM Expert”). Within one hundred and fifty (150) days of this Agreement, the TSP and ERM Expert shall develop, approve, and submit a comprehensive, formal, written, enterprise-wide ERM DR/BCP Program (“ERM Program”) to the Director for prior written determination of no supervisory objection by the Regulators. The TSP shall promptly make and the Board shall promptly approve any revisions requested by the Regulators and resubmit the ERM Program to the Director for review and determination of no supervisory objection by the Regulators.
Independent Assessment. Purchaser acknowledges that it has made its own assessment of the present condition and the future prospects of the Business and is sufficiently experienced to make an informed judgment with respect thereto. Purchaser acknowledges that, except as explicitly set forth herein, neither Seller nor any of its Affiliates has made any warranty, express or implied, as to the prospects of the Business or its profitability for Purchaser, or with respect to any forecasts, projections or business plans prepared by or on behalf of Seller and delivered to Purchaser in connection with Purchaser's review of the Business and the negotiation and the execution of this Agreement. Nothing in this Section 5.8 shall constitute a waiver of any rights of Purchaser in the case of fraud by any Person.
Independent Assessment. Buyer acknowledges that it has made its own assessment of the present condition and the future prospects of the Business (including an assessment of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business) and is sufficiently experienced to make an informed judgment with respect thereto. Buyer acknowledges that it has conducted to its satisfaction its own independent investigation of the Business and, in making the determination to proceed with the Transaction, Buyer has relied on the results of its own independent investigation.
Independent Assessment. Buyer acknowledges that it has made its own assessment of the present condition and the future prospects of the Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer acknowledges that, except as explicitly set forth herein, neither Seller nor any of its Affiliates has made any warranty, express or implied, as to the prospects of the Business or its profitability for Buyer, or with respect to any forecasts, projections, or business plans prepared by or on behalf of Seller or its Affiliates and delivered to Buyer in connection with Buyer’s review of the Business and the negotiation and the execution of this Agreement.
