Notification of Security Breach and Incident Response Sample Clauses

Notification of Security Breach and Incident Response. Without limitation of the foregoing, the Service Provider shall advise the Company promptly in the event that it learns or that there has been unauthorized access to or use of, or any security breach relating to or affecting, Personal Information, or that any person who has had access to Personal Information has violated or intends to violate the terms of this Agreement.
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Notification of Security Breach and Incident Response. Each Party shall advise the other Party promptly in the event that it learns that there has been or may have been unauthorized access to or use of, or any security breach relating to or affecting, Sensitive Personal Information, or that any Person who has had access to Sensitive Personal Information has violated or intends to violate the terms of this Agreement. In such an event, each Party, at its own expense, shall cooperate with the other Party in investigating and responding to the foregoing, notifying customers or other affected services, call center services and forensics services, fines imposed by credit card associations, merchant banks or financial account institutions, and costs passed on by individual card companies, banks and other financial institutions, such as the costs of issuing replacement cards, fraud liability, chargebacks, compromise fees and other remediation costs). The remedies set forth herein shall be in addition to any other remedies available at law or in equity, including but not limited to the indemnification obligations set forth in Section 7 below. Notwithstanding the foregoing, no Party shall have the obligation to pay for the other Party’s costs or expenses of any kind to the extent a breach of this Exhibit AA by such other Party or its agents is a proximate cause of the Security Breach.
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Notification of Security Breach and Incident Response. Without limitation of the foregoing, Contractor shall immediately advise the Agency in the event that it learns or has reason to believe that there has been unauthorized access to or use of, or any security breach relating to or affecting, Data, or that any person who has had access to Data has violated or intends to violate the terms of this Agreement, and Contractor shall, at its own expense, cooperate with the Agency in investigating and responding to the foregoing, notifying customers or other affected individuals as required by law, and seeking injunctive or other equitable relief against any such person or persons who have violated or attempted to violate the security of Data. Contractor bears the full and complete risk and liability for all loss, theft or destruction to any Data including, without limitation, whilst in transit to the Agency, and shall implement the BCP and DRP that enable Contractor to take appropriate actions to address incidents of unauthorized access or misuse of Data. In the event any Data is modified, lost or destroyed due to any act or omission of Contractor, or Contractor Personnel, including without limitation, any breach of the security procedures described in this Article 15, Contractor shall be responsible for the prompt regeneration or replacement of such Data. If Contractor fails to correct or regenerate the lost or destroyed Data within the time reasonably set by the Agency, then the Agency may obtain data reconstruction services from a third party, and Contractor shall cooperate with such third party as requested by the Agency. In addition to any other damages incurred by the Agency, Contractor will be responsible for the actual costs incurred by the Agency for the reconstruction of Data by a third party. In the event it is determined that Data has been modified, lost or destroyed as a result of the willful conduct or negligence of Contractor or Contractor Personnel, the Agency may, in addition to and not in lieu of any other remedies afforded to it hereunder or at law or in equity, terminate this Agreement for cause pursuant to Section 11.2 of this Agreement. In the event that applicable law requires that the Agency’s customers or other affected persons be notified of a security incident involving Data, and applicable law does not establish whether such notice must come from the Agency or Contractor, the Agency shall have the discretion of determining whether such notice shall come from the Agency or Contractor. In a...
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Notification of Security Breach and Incident Response. Without limitation of the foregoing, the LA shall immediately advise HTFC in the event that it learns, or has reason to believe, that there has been unauthorized access to or use of, or any security breach relating to or affecting, Data, or that any person who has had access to Data has violated or intends to violate the terms of this Agreement, and the LA shall, at its own expense, cooperate with HTFC in investigating and responding to the foregoing, notifying clients or other affected individuals as required by law, and seeking injunctive or other equitable relief against any such person or persons who have violated or attempted to violate the security of Data.
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Notification of Security Breach and Incident Response. Company shall (a) promptly notify Licensee of any material unauthorized possession, security breach, use or knowledge, or attempted possession or use thereof (“Security Breach”), of the Personally Identifiable Information (or any system on which Personally Identifiable Information may be stored or maintained) by any person or entity which may become known to Company; (b) promptly furnish to Licensee full details of the unauthorized possession, use or knowledge, or attempted possession or use thereof, and use reasonable efforts to investigate any unauthorized possession, use or knowledge, or attempted possession or use thereof, of the applicable Personally Identifiable Information; (c) fully cooperate with Licensee in any litigation and investigation against third parties deemed necessary by such party to protect its proprietary rights; and (d) promptly take effective action to prevent a recurrence of any such unauthorized possession, use or knowledge of the Personally Identifiable Information. Company shall bear all reasonable and necessary costs and expense arising out of any Security Breach. Licensee shall also have the right to audit and investigate Company in the event of a Security Breach and Company shall fully cooperate
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Notification of Security Breach and Incident Response. Without limitation of the foregoing, ALLIANCE-ONE shall advise INSURER immediately in the event that it learns or has reason to believe that there has been unauthorized access to or use of, or any security breach relating to or affecting, Regulated and Personal Information, or that any person who has had access to Regulated and Personal Information has violated or intends to violate the terms of this Agreement, and ALLIANCE-ONE shall, at its own expense, cooperate with INSURER in investigating and responding to the foregoing, notifying INSURER’s customers or other affected individuals as required by law, and seeking injunctive or other equitable relief against any such person or persons who have violated or attempted to violate the security of Regulated and Personal Information. The content, timing and other details of such notice shall be subject to INSURER’s approval. ALLIANCE-ONE shall be responsible for reimbursing INSURER for the reasonable costs of such notifications and fielding feedback and questions from those notified. The remedies set forth herein shall be in addition to any other remedies available to INSURER at law or in equity, including but not limited to ALLIANCE-ONE’s indemnification obligations set forth in the Agreement. 12.10
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Related to Notification of Security Breach and Incident Response

  • Failure to Respond If you fail to respond by the date given above, your application will be refused under Section 3A(4)(a) of the Registered Designs Act 1949.

  • Timing of Company Response The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

  • Procedure for Determination of Entitlement to Indemnification (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

  • DEADLINE FOR RESPONSE [DATE] The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the Host Hotels & Resorts, L.P. (the “Company”) 2.625% Exchangeable Senior Debentures due 2027 (the “Debentures”) are held. Host Hotels & Resorts, Inc. (“Host REIT”) is in the process of registering the shares of common stock, par value $0.01 per share, of Host REIT (the “Host REIT Common Stock”) under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their shares of Host REIT Common Stock included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Debentures (and the shares of Host REIT Common Stock into which the Debenture are exchangeable) receive a copy of the enclosed materials as soon as possible as their rights to have shares of Host REIT Common Stock included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline for response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Debentures through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Host Hotels & Resorts, Inc., 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000. HOST HOTELS & RESORTS, L.P. HOST HOTELS & RESORTS, INC. Notice of Registration Statement and Selling Securityholder Questionnaire [Date] Host Hotels & Resorts, Inc. (“Host REIT”) has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the United States Securities Act of 1933, as amended (the “Securities Act”), shares of Host REIT common stock, par value $0.01 per share (the “Host REIT Common Stock”), issuable upon exchange of the 2.625% Exchangeable Senior Debentures due 2027 (the “Debentures”) issued by Host Hotels & Resorts, L.P., a Delaware limited partnership (the “Company”), in accordance with the Registration Rights Agreement, dated as of March 23, 2007 (the “Registration Rights Agreement”), between the Company, Host REIT and the initial purchasers named therein. A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to have Registrable Securities included in the Shelf Registration Statement (or a supplement or amendment thereto), this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to Host REIT at the address set forth herein for receipt ON OR BEFORE [ ]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

  • Timing of Response Intermediary agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Intermediary.

  • Application of Section 280G For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax,

  • Form and Timing of Response (a) Intermediary agrees to provide, promptly upon request of the Fund or its designee, the requested information specified in paragraph 1 above. If requested by the Fund or its designee, Intermediary agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in paragraph 1 is itself a financial intermediary (“indirect intermediary”) and, upon further request of the Fund or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in paragraph 1 for those shareholders who hold an account with an indirect intermediary or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund.

  • Procedure for Notification of Claim for Indemnification or Advancement (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the facts underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s failure to notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement.

  • Payment in the Event Losses Fail to Reach Expected Level On the date that is 45 days following the last day (such day, the “True-Up Measurement Date”) of the Final Shared Loss Month, or upon the final disposition of all Shared Loss Assets under this Single Family Shared-Loss Agreement at any time after the termination of the Commercial Shared-Loss Agreement, the Assuming Institution shall pay to the Receiver fifty percent (50%) of the excess, if any, of (i) twenty percent (20%) of the Intrinsic Loss Estimate less (ii) the sum of (A) twenty-five percent (25%) of the asset premium (discount) plus (B) twenty-five percent (25%) of the Cumulative Shared-Loss Payments plus (C) the Cumulative Servicing Amount. The Assuming Institution shall deliver to the Receiver not later than 30 days following the True-Up Measurement Date, a schedule, signed by an officer of the Assuming Institution, setting forth in reasonable detail the calculation of the Cumulative Shared-Loss Payments and the Cumulative Servicing Amount.

  • Application of Section 409A It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be due on any amounts deferred pursuant to this Section 6.8. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefit will not be made or begin until the later calendar year.

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