Security Incident “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system.
Security Incidents 11.1 Includes identification, managing and agreed reporting procedures for actual or suspected security breaches.
Security Incident Notification The Transfer Agent shall promptly notify the Trust but in no event later than 72 hours following discovery of any Security Incident(s). Such notification shall include the extent and nature of such intrusion, disclosure, or unauthorized access, the identity of the compromised Customer Confidential Information (to the extent it can be ascertained), how the Transfer Agent was affected by the Security Incident, and its response to such Security Incident. The Transfer Agent shall use continuous and diligent efforts to remedy the cause and the effects of such Security Incident in an expeditious manner and deliver to the Trust a root cause analysis and future incident Mitigation plan with regard to any such incident. The Transfer Agent shall reasonably cooperate with the Trust’s investigation and response to each Security Incident. If the Trust determines in its sole discretion that it may need or be required to notify any individual(s) as a result of a Security Incident, the Trust shall have the right to control all such notifications and the Transfer Agent shall bear all direct costs associated with the notification, to the extent the notification and corresponding actions are required by U.S. law, and subject to the limitation of liability set forth in the Agreement. Without limiting the foregoing, unless otherwise required by U.S. law, no such notifications shall be made by the Transfer Agent without the Trust’s prior written consent and the Trust shall, together with the Transfer Agent, determine the content and delivery of all such notifications. For the avoidance of doubt, the Transfer Agent shall be solely responsible for all costs and expenses, subject to the limitations of liability under the Agreement that the Trust and/or the Transfer Agent may incur to the extent that they are attributable to or arise from the Transfer Agent’s breach of its confidentiality obligations under the Agreement.
Security Incident Response Upon becoming aware of a Security Incident, MailChimp shall notify Customer without undue delay and shall provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by Customer.
Breaches and Security Incidents During the term of the Agreement, CONTRACTOR 27 agrees to implement reasonable systems for the discovery of any Breach of unsecured DHCS PI and PII 28 or security incident. CONTRACTOR agrees to give notification of any beach of unsecured DHCS PI 29 and PII or security incident in accordance with subparagraph F, of the Business Associate Contract, 30 Exhibit B to the Agreement.
Security Incident Reporting A security incident occurs when CDA information assets are or reasonably believed to have been accessed, modified, destroyed, or disclosed without proper authorization, or are lost, or stolen. Subrecipient must comply with CDA’s security incident reporting procedures located at xxxxx://xxx.xxxxx.xx.xxx/ProgramsProviders/#Resources.
Secured Party Control Bank, Secured Party, Servicer and Company each agree that Bank will comply with instructions given to Bank by Secured Party directing disposition of funds in the Collateral Accounts (“Disposition Instructions”) without further consent by Company or Servicer. Except as otherwise required by law, Bank will not agree with any third party to comply with instructions for disposition of funds in the Collateral Accounts originated by such third party.
Absence of Defaults and Conflicts Resulting from Transaction The execution, delivery and performance of this Agreement, and the sale of the Securities, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (A) the charter, by-laws or similar organizational documents of the Company or any of its subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject except, in the case of clauses (B) and (C) above, any breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
Company Acknowledgment The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.
Error Incident An Error Incident is a single or series of NAV Errors that results from the same act, omission, or use of incorrect data. NAV Errors will be corrected as follows: · If an NAV Error is less than ½ of 1% of NAV and results in a Net Benefit, the fund will retain the benefit. · If an NAV Error is less than ½ of 1% of NAV and results in a Net Loss, the Net Loss will be paid to the fund by the party responsible for causing the NAV Error. · In the case of a Material NAV Error, shareholder transactions/accounts will be corrected/ reprocessed at the corrected (restated) NAV, subject to a $10 per-account correction minimum threshold; any residual Net Benefit after correction of shareholder accounts will be retained by the fund and any residual Net Loss (resulting from uncorrected accounts below the $10 minimum threshold) will be paid to the fund by the party responsible for causing the error. If an NAV error is not caused by either the fund accounting agent or TRP, both TRP and the fund accounting agent will provide all reasonable assistance to the fund in its attempt to recover all costs from the responsible third party. · Notwithstanding any contractual provisions to the contrary, to the extent a NAV Error was caused by the actions or omissions of the fund’s accounting agent, any Net Loss or residual Net Loss equal to $5,000 or less that results from the same Error Incident will be paid by the accounting agent. TRP will be responsible for summarizing and reporting to the funds’ Audit Committee or Trust Company’s Board (or designated committee), as applicable, all NAV Errors related to the funds/trusts in conjunction with other relevant error statistics on a quarterly basis. The report will include corrected NAV Errors as well as the aggregate effect of any uncorrected NAV Errors. The report will also include information about shareholder accounts that were corrected in the discretion of TRP in the case of an NAV Error that is not a Material NAV Error. The funds’ Audit Committee and the Trust Company’s Board shall have the authority to adjust these procedures with respect to the funds and trusts, respectively, to the extent necessary or desirable to address NAV Errors by providing notice thereof to TRP and the fund’s accounting agent.
