Information duties Sample Clauses
Information duties a. The Processor shall inform the Controller immediately if, in its opinion, an instruction issued by the Controller violates legal regulations. In such cases, the Processor shall be entitled to suspend execution of the relevant instruction until it is confirmed or changed by the Controller.
b. The Processor shall assist the Controller in complying with the obligations set out in Articles 32 to 36 GDPR taking into account the nature of processing and the information available to the Processor.
Information duties. The Employee undertakes to inform the Employer within reasonable time of any event that might influence the performance of this Agreement, particularly of the change of any personal data and personal circumstances. Should the Employee submit false information to the Employer or should the Employee not inform the Employer of the change of the information (e.g. temporary residence, information on travel orders, etc.) and the Employer consequently miscalculates the salary or any other income arising out of the employment relationship, the Employee undertakes to reimburse the Employer for any damage caused.
Information duties. (a) For so long as Cellectis and its Affiliates Beneficially Own, in the aggregate, a number of Company Shares equal to at least 15% of the then outstanding Company Shares, the Company agrees that (i) the Directors designated by Cellectis may share confidential, non-public information about the Company with Cellectis and its Affiliates and (ii) Cellectis and its employees and other representatives and potential transferees of its Company Shares and their representatives shall have the right to consult with and advise senior management of the Company and to review the Company’s books and records upon reasonable advance notice, in each case only to the extent reasonably necessary in connection with their investment in the Company, including any potential sales thereof, provided that such parties, potential transferees and their respective representatives agree to keep any such confidential, non-public information about the Company confidential (except as may be required by law or applicable listing standards then in effect) and agree to comply with all applicable securities laws in connection therewith.
(b) At any time during which the Company does not file reports with the SEC that contain (a) audited annual financial statements of the Company and (b) unaudited interim quarterly financial statements of the Company, the Company shall deliver to Cellectis, within 10 days after the Company would have been required to file the relevant report with the SEC (as if the Company were a non-accelerated filer), consolidated balance sheets of the Company and the related consolidated statements of income, cash flows and stockholders equity, including footnotes, as of the end of each fiscal year and the end of each of the first three fiscal quarters in each fiscal year of the Company.
(c) The Company agrees that, notwithstanding anything to the contrary in any other agreement or at law or in equity, when Cellectis or its Affiliates take any action under this Agreement (including in their respective capacities as Holders) to give or withhold consent, Cellectis and such Affiliates shall, to the fullest extent permitted by law, have no duty to consider the interests of the Company or other Holders, if any, or any other stockholder of the Company and may act exclusively in their and their Affiliates’ respective own interests; provided, however, that the foregoing shall in no way affect the obligations of the Parties to comply with the provisions of this Agreement.
Information duties. (a) The Company and the Shareholders agree that, notwithstanding anything to the contrary in any other agreement or at law or in equity, when any of the Shareholders (in their capacity as Shareholders) takes any action under this Agreement to give or withhold its consent in its capacity as a Shareholder, such Person shall, to the fullest extent permitted by law, have no duty to consider the interests of the Company or the other Shareholders or any other shareholders of the Company and may act exclusively in its and its Affiliates’ own interests; provided, however, that the foregoing shall in no way affect the obligations of the parties to comply with the provisions of this Agreement.
(b) To the fullest extent permitted by applicable law, the Company, on behalf of itself and its wholly-owned Subsidiaries, hereby renounces any interest or expectancy of the Company and its wholly-owned Subsidiaries in, or in being offered an opportunity to participate in, business opportunities (including any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company or any of its Subsidiaries or any dealings with customers or clients of the Company or any of its Subsidiaries) that are from time to time presented to an Investor Shareholder (or any director nominated by such Investor Shareholder) while such Investor Shareholder is a holder of Class A Shares or Related Shares, or any of its managers, officers, directors, agents, stockholders, members, partners, Affiliates and Subsidiaries (other than the Company and its wholly-owned Subsidiaries) (each, an “Investor Party”), even if the opportunity is one that the Company or its wholly-owned Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each such Investor Party (and any director nominated by such Investor Party) shall have no duty to communicate or offer such business opportunity to the Company or any of its wholly-owned Subsidiaries and, to the fullest extent permitted by applicable law, shall not be liable to the Company or any of its wholly-owned Subsidiaries for breach of any fiduciary or other duty, as a director or otherwise, by reason of the fact that such Investor Party pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity, ...
Information duties. (a) The Company and the Stockholders agree that the Directors designated by the Electrum Parties and the MERS Party may share confidential, non-public information about the Company with the Electrum Parties, the MERS Party and their respective Affiliates, provided that such Parties agree to keep such information confidential (except as may be required by law or applicable listing standards then in effect) and agree to comply with all applicable securities laws in connection therewith.
(b) The Company and the Stockholders agree that, notwithstanding anything to the contrary in any other agreement or at law or in equity, when any of the Stockholders (in their capacity as Stockholders) takes any action under this Agreement to give or withhold its consent, such Person shall, to the fullest extent permitted by law, have no duty to consider the interests of the Company or the other Stockholders or any other stockholders of the Company and may act exclusively in its and its Affiliates’ own interests; provided, however, that the foregoing shall in no way affect the obligations of the Parties to comply with the provisions of this Agreement.
Information duties. The Assignor shall provide to the Agent immediately upon the occurrence of an Event of Default and at any time upon request by the Agent with account statements for the Bank Account evidencing all then existing Account Balances. Such account statements are of declaratory nature and Account Balances are assigned irrespective of whether or not the Account Balances have been or will be included in such account statements.
Information duties. (a) The Assignor shall provide the Administrative Agent on a quarterly basis, for the first time 30 September, and then as per 30 September, 31 December, 31 March and 30 June of each year (in each case within 15 Business Days following such dates), and in any event immediately upon the occurrence of an Event of Default and upon reasonable request by the Administrative Agent within 10 Business Days following such request, with correct, complete and up-to-date account statements for the Bank Account evidencing all then outstanding Bank Account Claims. The Assignor shall instruct the Swiss Account Bank to deliver to the Administrative Agent all such information requested by it in respect of the Bank Account.
(b) Irrespective of the foregoing, the Administrative Agent shall be entitled to request from the Swiss Account Bank account statements for the Bank Account evidencing all then existing account balances or securities held in an account at any time without the participation and/or prior consent of the Assignor.
Information duties. 31.1. The Storage Service Provider and the Storage Customer agree to provide the respective other Contracting Party with any information required for the execution of any Storage Service Agreement signed between the Contracting Parties and for the maintenance of the Storage Facility.
31.2. The Storage Customer agrees to notify the Storage Service Provider in writing prior to signing the Storage Service Agreement and in case of amendments during the term of the Storage Service Agreement of the status of the Natural Gas to be injected into the Storage Facility with regard to customs law.
31.3. As long as the Storage Customer does not inform the Storage Service Provider of the opposite the Storage Service Provider may assume that the services rendered under the Storage Service Agreement are deemed to be performed exclusively at the registered offices of the Storage Customer.
Information duties. During the subsistence of this Guarantee Agreement, the Guarantor shall immediately inform the Bank of:
(a) any material alteration to its constitutional documents and of any proposal or decision known to it which contemplates the introduction of such alteration as well as of any material change in its corporate status or powers, in each case in so far as such event could reasonably be expected to affect the validity and enforceability of this Guarantee Agreement or the ability of the Guarantor to perform the obligations expressed to be assumed by it under this Guarantee Agreement;
(b) a Change-of-Law Event with respect to the Guarantor; and
(c) deliver any other information on its financial position likely to have a detrimental effect on its ability to perform the obligations expressed to be assumed by it under this Guarantee Agreement, subject in each case to Paragraph 5. (Confidential Information) of Schedule I (Information and Visits) of the Finance Contract.
Information duties. Each party acknowledges that (i) it has all information as referred to in article 5.16 of the Belgian Civil Code, (ii) it has negotiated each clause of this Agreement on an arm’s length basis with the other Parties and (iii) this Agreement reflects a fair and appropriate balance between the rights and obligations of the respective Parties and accurately reflects the negotiations between the Parties. SIGNED for and on behalf of STUURGROEP FLEET (NETHERLANDS) B.V. by its lawfully appointed attorney Xxxx Xxxxxx-Xxxxxx /s/ Xxxx Xxxxxx-Xxxxxx (Attorney signature) acting by its duly authorised signatory: By: /s/ Xxxx Xxxxxx-Xxxxxx Name: Xxxx Xxxxxx-Xxxxxx Title: AUTHORISED SIGNATORY SIGNED for and on behalf of Signed by: /s/ Xxxxxx Xxxxx Title: AUTHORISED SIGNATORY Signed by: /s/ Xxxxx Xxxxxxx Title: AUTHORISED SIGNATORY THIS AFFILIATE JOINDER IN INSTALMENT SALE AGREEMENT (this “Joinder”) is executed as of _______________ ____, 20__ (with respect to this Joinder and the Joining Party, the “Joinder Date”), by ______________, a ____________________________ (“Joining Party”), and delivered to the Belgian Security Trustee, the other Instalment Purchasers (both as defined below) and Stuurgroep Fleet (Netherlands) B.V., an entity established in the Netherlands (“Dutch B FleetCo”), as instalment seller pursuant to the Belgian Master Instalment Sale and Administration Agreement dated on or about [●] 2024 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Instalment Sale Agreement”), among Dutch B FleetCo, as Instalment Seller, Hertz Belgium BV (“Belgian OpCo”), as an Instalment Purchaser and as Instalment Sale Administrator, those affiliates of Belgian OpCo from time to time acceding as Instalment Purchasers and as Instalment Sale Administrators thereunder (together with Belgian OpCo, respectively the “Instalment Purchasers” and the “Instalment Sale Administrators”) and BNP Paribas Trust Corporation UK Limited as Belgian security trustee (the “Belgian Security Trustee”). Capitalized terms used herein but not defined herein shall have the meanings provided for in the Instalment Sale Agreement. WHEREAS, the Joining Party is a Permitted Instalment Purchaser; and