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Common use of Privacy Issues Clause in Contracts

Privacy Issues. (a) Each Disclosing Party covenants and agrees to, upon request, using reasonable efforts to advise the Recipient of all documented purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and all additional documented purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by law, obtained the consent of such individual to such use or disclosure. (b) In addition to its other obligations hereunder, Recipient covenants and agrees to: (i) prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactions; (ii) after the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless (a) the Disclosing Party or Recipient have first notified such individual of such additional purpose, and where required by Laws, obtained the consent of such individual to such additional purpose, or (b) such use or disclosure is permitted or authorized by law, without notice to, or consent from, such individual; (iii) where required by law, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to Recipient; (iv) return or destroy the Transferred Information, at the option of the Disclosing Party, should the transactions contemplated herein not be completed; and (v) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to Recipient requires the consent of, or the provision of notice to, the individual to which such Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Laws, obtained the individual's consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Laws.

Appears in 2 contracts

Samples: Arrangement Agreement (Mobile Integrated Systems, Inc.), Arrangement Agreement (Quantitative Alpha Trading Inc.)

Privacy Issues. (a) Each Disclosing Party covenants and agrees toThe Parties hereto acknowledge that they are responsible for their respective compliance at all times with the Applicable Law which govern the collection, upon request, using reasonable efforts to advise the Recipient of all documented purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and all additional documented purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by law, obtained the consent of such individual to such use or disclosuredisclosure of Personal Information disclosed in connection with this Agreement. (b) In addition The Vendors shall only disclose Personal Information to its the Purchaser as it relates directly to the transactions contemplated herein. Each Party acknowledges and confirms that the disclosure of such Personal Information is necessary for the purposes of determining if the Parties shall proceed with the transactions contemplated herein, and if the determination is to proceed, for the Parties to carry out and complete said transactions. (c) Prior to the Closing, the Purchaser shall not use or disclose the Personal Information for any purposes other obligations hereunderthan to determine whether to proceed with the transactions contemplated in this Agreement. After the Closing, Recipient covenants and the Purchaser agrees to: (i) prior limit the use or disclosure of the Personal Information to the completion same purposes for which it was collected, used or disclosed by the Vendors, except as authorized or permitted by Applicable Law related to the protection of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactionsPersonal Information; (ii) after the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless (a) the Disclosing Party or Recipient have first notified such individual of such additional purpose, and where required by Laws, obtained the consent of such individual to such additional purpose, or (b) such use or disclosure is permitted or authorized by law, without notice to, or consent from, such individual; (iii) where as may be required by law, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Persons whose Personal Information has been disclosed to Recipientthe Purchaser that the transactions contemplated by this Agreement have taken place, and that the Personal Information about such Persons has been disclosed to the Purchaser; and (iviii) return give effect to any withdrawal of consent from such Persons to the collection, use or destroy disclosure of the Transferred InformationPersonal Information about such Persons if required by Applicable Law. (d) If the transactions contemplated by this Agreement do not proceed, the Purchaser shall, if any Personal Information is still in its custody or under its control, at the option Vendors’ option, either destroy such Personal Information or turn it over to the Vendors. (e) Each Party acknowledges and confirms that it has taken and shall continue to take reasonable steps, accordance with all Applicable Law, to prevent accidental loss or corruption of the Disclosing PartyPersonal Information, should unauthorized input or access to the transactions contemplated herein not be completed; Personal Information, or unauthorized or unlawful collection, storage, disclosure, recording, copying, alteration, removal, deletion, use or other processing of such Personal Information. (f) Subject to the following provisions, the Purchaser shall at all times keep strictly confidential Personal Information provided to it, and (v) notwithstanding any other provision herein, where the disclosure shall instruct those employees or transfer of Transferred advisors responsible for processing such Personal Information to Recipient requires protect the consent of, or confidentiality of such information in a manner consistent with the provision of notice toPurchaser’s obligations hereunder. Prior to the Closing Date, the individual Purchaser shall take reasonable steps to which such Transferred ensure that access to the Personal Information relates, shall be restricted to not require those employees or accept advisors of the disclosure or transfer of such Transferred Information until the Disclosing respective Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Laws, obtained the individual's consent who have a bona fide need to same and to only collect, use and disclose access such information to the extent necessary in order to complete the transactions contemplated herein herein. (g) Where authorized by Applicable Law, the Purchaser shall promptly notify the Vendors of all inquiries, complaints, requests for access, variations or withdrawals of consent and claims of which the Purchaser is made aware in connection with the Personal Information and the Vendors’ collection, use, disclosure or other activities therewith from the time of disclosure of the Personal Information until one year following the return of the Personal Information to the Vendors pursuant to Section 4.4(d), or the Closing Date, as authorized or applicable. To the extent permitted by LawsApplicable Law, the Parties shall fully cooperate with one another, and any authorized authority charged with enforcement of Applicable Law related to the protection of Personal Information, in responding to such inquiries, complaints, requests for access, variations or withdrawals of consent and claims.

Appears in 1 contract

Samples: Asset Purchase Agreement (Core Molding Technologies Inc)

Privacy Issues. (a) For the purposes of this Section 7.9, "Transferred Information" means any Personal Information to be disclosed or conveyed to one Party or any of its representatives or agents (for purposes of this Section 7.9, the "Recipient") by or on behalf of the Other Party (for purposes of this Section 7.9, the "Disclosing Party") as a result of or in conjunction with the transactions contemplated herein, and includes all such Personal Information disclosed to the Recipient on or prior to the Agreement Date. (b) Each Disclosing Party acknowledges and confirms that any Transferred Information which it is responsible for disclosing to a Recipient is necessary for the purposes of determining if the Parties shall proceed with the transactions contemplated in this Agreement, and if the determination is made to proceed with such transactions contemplated, to complete them. (c) Each Disclosing Party covenants and agrees to, upon request, using use reasonable efforts to advise the Recipient of all documented the purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and all the additional documented purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by lawApplicable Law, obtained the consent of such individual to such use or disclosure. (bd) In addition to its other obligations hereunder, Recipient each of the Parties covenants and agrees to, and shall use reasonable commercial efforts to cause its Recipients to: (i) prior to the completion of the transactions contemplated herein, collect, : (A) use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated hereinhereby, including for the purpose of determining to complete such transactions; (B) protect the Transferred Information by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a minimum, safeguards that are appropriate to the sensitivity of the Transferred Information; and (C) if the transactions contemplated hereby do not proceed, return the Transferred Information to the Disclosing Party or destroy it, at the Disclosing Party's election, within a reasonable time; (ii) after the completion of the transactions contemplated herein, collect, : (A) use and disclose the Transferred Information under its control only for those purposes for which the Transferred Information was initially collected from collected, permitted to be used or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated hereindisclosed, unless unless: (a1) the Disclosing Party or the Recipient have has first notified such the individual about whom the Transferred Information related of such any additional purpose, and where required by LawsApplicable Law, obtained the consent of such individual to such additional purpose, ; or (b2) such use or disclosure is permitted or authorized by lawApplicable Law, without notice to, or consent from, such individual; (iiiB) where required protect the Transferred Information under its control by lawmaking reasonable security arrangements against such risks as unauthorized access, promptly notify collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a minimum, safeguards that are appropriate to the individuals sensitivity of the Transferred Information; and (C) give effect to any withdrawal of consent made by an individual to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to Recipient; (iv) return or destroy the Transferred Information, at the option of the Disclosing Party, should the transactions contemplated herein not be completedunder its control relates; and (viii) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to the Recipient requires the consent of, or the provision of notice to, the individual to which such about whom the Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by LawsApplicable Law, obtained the individual's consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Laws. (e) Where required by Applicable Law, Husky agrees to promptly notify the individuals about whom the Transferred Information relates that the transactions contemplated herein have taken place and that their Transferred Information has been disclosed in connection herewith.

Appears in 1 contract

Samples: Arrangement Agreement (Cenovus Energy Inc.)

Privacy Issues. (a) For the purposes of this Section 4.3, "Transferred Information" means the personal information (namely, information about an identifiable individual other than their business contact information when used or disclosed for the purpose of contacting such individual in that individual's capacity as an employee or an official of an organization and for no other purpose) to be disclosed or conveyed to one Party or any of its representatives or agents ("Recipient") by or on behalf of the Other Party ("Disclosing Party") as a result of or in conjunction with the transactions contemplated herein, and includes all such personal information disclosed to the Recipient prior to the execution of this Agreement. (b) Each Disclosing Party covenants and agrees to, upon request, using use reasonable efforts to advise the Recipient of all documented the purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and all the additional documented purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by lawApplicable Laws, obtained the consent of such individual to such use or disclosure. (bc) In addition to its other obligations hereunder, Recipient covenants and agrees to: : (i) prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactions; ; (ii) after the completion of the transactions contemplated herein, ; (A) collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless (aI) the Disclosing Party or Recipient have first notified such individual of such additional purpose, and where required by Applicable Laws, obtained the consent of such individual to such additional purpose, or (bII) such use or disclosure is permitted or authorized by lawApplicable Laws, without notice to, or consent from, such individual; and (iiiB) where required by lawApplicable Laws, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to Recipient; ; (iviii) return or destroy the Transferred Information, at the option of the Disclosing Party, should the transactions contemplated herein not be completed; and and (viv) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to Recipient requires the consent of, or the provision of notice to, the individual to which such Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Applicable Laws, obtained the individual's consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Applicable Laws.

Appears in 1 contract

Samples: Arrangement Agreement (Harvest Energy Trust)

Privacy Issues. (a) Each Disclosing Party covenants The parties hereto acknowledge that they are responsible for compliance at all times with Applicable Privacy Laws which govern the collection, use and agrees to, upon request, using reasonable efforts disclosure of Personal Information acquired by or disclosed to advise the Recipient of all documented purposes for which the Transferred Information was initially collected from either party pursuant to or in respect of connection with this Agreement (the individual to which such Transferred Information relates and all additional documented purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by law, obtained the consent of such individual to such use or disclosure“Disclosed Personal Information”). (b) In addition Neither party shall use the Disclosed Personal Information for any purposes other than those related to its other obligations hereunder, Recipient covenants the performance of this Agreement and agrees to: (i) prior to the completion of the transactions contemplated herein, collect, use Arrangement. (c) Each party acknowledges and disclose confirms that the Transferred disclosure of Personal Information solely is necessary for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose purposes of determining if the parties shall proceed with the Arrangement, and that the disclosure of Personal Information relates solely to complete such transactions; (ii) after the carrying on of the business and the completion of the transactions contemplated hereinArrangement. (d) Each party acknowledges and confirms that it has and shall continue to employ appropriate technology and procedures in accordance with applicable Law to prevent accidental loss or corruption of the Disclosed Personal Information, collectunauthorized input or access to the Disclosed Personal Information, or unauthorized or unlawful collection, storage, disclosure, recording, copying, alteration, removal, deletion, use or other processing of such Disclosed Personal Information. (e) Each party shall at all times keep strictly confidential all Disclosed Personal Information provided to it, and disclose shall instruct those employees or advisors responsible for processing such Disclosed Personal Information to protect the Transferred confidentiality of such information in a manner consistent with the parties’ obligations hereunder. Each party shall ensure that access to the Disclosed Personal Information only for shall be restricted to those purposes for which the Transferred Information was initially collected from employees or in respect advisors of the individual respective party who have a bona fide need to which access such Transferred Information relates or for information in order to complete the completion of the transactions contemplated herein, unless Arrangement. (af) the Disclosing Party or Recipient have first notified such individual of such additional purpose, and where required by Laws, obtained the consent of such individual to such additional purpose, or (b) such use or disclosure is permitted or authorized by law, without notice to, or consent from, such individual; (iii) where required by law, Each party shall promptly notify the individuals other parties to this Agreement of all inquiries, complaints, requests for access, and claims of which the party is made aware in connection with the Disclosed Personal Information. The parties shall fully co-operate with one another, with the persons to whom the Transferred Personal Information relates that relates, and any Governmental Entity charged with enforcement of Applicable Privacy Laws, in responding to such inquiries, complaints, requests for access, and claims. (g) Upon the transactions contemplated herein have taken place expiry or termination of this Agreement, or otherwise upon the reasonable request of either party, the counterparty shall forthwith cease all use of the Personal Information acquired by the counterparty in connection with this Agreement and that will return to the Transferred Information has been disclosed to Recipient; (iv) return or destroy the Transferred Informationparty or, at the option of the Disclosing Partyparty’s request, should the transactions contemplated herein not be completed; and (v) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to Recipient requires the consent of, or the provision of notice todestroy in a secure manner, the individual to which such Transferred Disclosed Personal Information relates, to not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party has first notified such individual of such disclosure or transfer (and the purpose for same, and where required by Laws, obtained the individual's consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Lawsany copies).

Appears in 1 contract

Samples: Arrangement Agreement (Nuance Communications, Inc.)

Privacy Issues. (a) Each Disclosing Party covenants and agrees toThe parties hereto acknowledge that they are responsible for compliance at all times with the Laws which govern the collection, upon request, using reasonable efforts to advise the Recipient of all documented purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and all additional documented purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by law, obtained the consent of such individual to such use or disclosuredisclosure of Personal Information disclosed in connection with this Agreement. (b) In addition to its other obligations hereunder, Recipient covenants The Sellers and agrees to: (i) prior the Subsidiaries shall only disclose Personal Information to the completion Buyer as it relates directly to the transactions contemplated herein. Each party hereto acknowledges and confirms that the disclosure of such Personal Information is necessary for the purposes of determining if the parties shall proceed with the transactions contemplated herein, collectand if the determination is to proceed, for the parties to carry out and complete said transactions. (c) Prior to the Closing, the Buyer shall not use and or disclose the Transferred Personal Information solely for the purpose of reviewing and completing any purposes other than to determine whether to proceed with the transactions contemplated hereinin this Agreement, including for provided any disclosure is only to Persons who have agreed to abide by the purpose Confidentiality Agreement prior to disclosure of determining to complete such transactions; (ii) the information. As of and after the completion Closing, the Buyer agrees to limit the use or disclosure of the Personal Information to the same purposes for which it was collected, used or disclosed by the Subsidiaries except as authorized by applicable privacy Laws, provided such uses relate solely to the carrying on of the Business. (d) If the transactions contemplated hereinby this Agreement do not proceed, collectthe Buyer must, if any Personal Information is still in its custody or under its control, either destroy such Personal Information and confirm such destruction in writing to the Sellers and the Subsidiaries or turn it over to the Subsidiaries. (e) Each of the corporate Sellers and the Buyer acknowledges and confirms that it has taken and shall continue to take reasonable steps to, in accordance with all applicable Laws, prevent accidental loss or corruption of the Personal Information, unauthorized input or access to the Personal Information, or unauthorized or unlawful collection, storage, disclosure, recording, copying, alteration, removal, deletion, use or other processing of such Personal Information. (f) Subject to the following provisions, the Buyer shall at all times keep strictly confidential all Personal Information provided to it, and disclose shall instruct those employees or advisors responsible for processing such Personal Information to protect the Transferred confidentiality of such information in a manner consistent with the Buyer’s obligations hereunder. Prior to the Closing, the Buyer shall take reasonable steps to ensure that access to the Personal Information only for shall be restricted to those purposes for which the Transferred Information was initially collected from employees or in respect advisors of the individual respective Person who have a bona fide need to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless (a) the Disclosing Party or Recipient have first notified such individual of such additional purpose, and where required by Laws, obtained the consent of such individual to such additional purpose, or (b) such use or disclosure is permitted or authorized by law, without notice to, or consent from, such individual; (iii) where required by law, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to Recipient; (iv) return or destroy the Transferred Information, at the option of the Disclosing Party, should the transactions contemplated herein not be completed; and (v) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to Recipient requires the consent of, or the provision of notice to, the individual to which such Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Laws, obtained the individual's consent to same and to only collect, use and disclose access such information to the extent necessary in order to complete the transactions contemplated herein herein. (g) Where authorized by Law, the Buyer shall promptly notify the Sellers of all inquiries, complaints, requests for access, variations or withdrawals of consent SHARE AND ASSET PURCHASE AGREEMENT and claims of which the Buyer is made aware in connection with the Personal Information and the collection, use, disclosure or other activities therewith from the time of disclosure of the Personal Information until one year following the return of the Personal Information pursuant to Section 9.1(d), or the Closing, as authorized or applicable. To the extent permitted by applicable Law, the parties shall fully co-operate with one another, and any authorized authority charged with enforcement of privacy Laws, in responding to such inquiries, complaints, requests for access, variations or withdrawals of consent and claims.

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (GENTHERM Inc)