Security Compromise Sample Clauses

Security Compromise. During the term of this Agreement, and for a period of [**] years thereafter (or if earlier, until [**] years after End of Life with respect to any particular model of the Equipment), if, while the affected Equipment is within the Initial Warranty Period or the affected Software is under Support Services and Purchaser is using a supported version of Software, a Security Compromise occurs that permits the unauthorized access to a Purchaser’s System, then the Parties jointly shall develop a counter-measures program to remedy such Security Compromise, which program shall be implemented at Seller’s sole expense. Notwithstanding the foregoing, to the extent a Security Compromise arises out of the acts or omissions of a Purchaser or any of Purchaser’s employees, consultants, agents and/or subcontractors or any Purchaser’s failure to implement any security patch available from Seller, the above-referenced counter-measure program shall be implemented at Purchaser’s sole expense, and further, Seller shall be reasonably compensated on a time and materials basis for its services in developing the counter-measures program.
Sample 1Sample 2
AutoNDA by SimpleDocs
Security Compromise. If at any time the Client believes that the security of communications between the Client and BMO has been compromised or is in any way insecure, the Client will immediately notify BMO and provide all reasonable assistance BMO requires to investigate and correct the problem.
Sample 1
Security Compromise. In the event of a suspected or actual compromise of security of any kind – destruction, misappropriation, theft, unauthorized reproduction, disclosure or actual or suspected loss of transmitted or exchanged classified information and material, or any violation of national regulations on the protection of classified information transmitted under this Agreement – the competent security authorities of the other Party shall be informed immediately in writing. The notification shall be sufficiently detailed to enable the originating Party to conduct a thorough evaluation of the consequences. The recipient Party shall conduct an investigation (with the assistance of the other Party, if necessary) and take all appropriate measures, in accordance with its national laws and regulations, to mitigate the consequences and prevent any further such occurrences. The recipient Party shall inform the originating Party of the results of the investigation and of the measures taken to prevent the recurrence of such incidents.
Sample 1
Security Compromise. Where Protected Data has been acquired by any unauthorised person on systems managed by or otherwise controlled by IRONTREE INTERNET SERVICES, excluding unsuccessful attempts or activities that do not compromise the security of the Protected Data.
Sample 1
Security Compromise as soon as reasonably practicable but by no later than 72 (seventy-two) hours after becoming aware of any suspected or confirmed Personal Information Breach of any Personal Information in its possession or control, inform the other Party in writing thereof. Furthermore, a Party shall also inform the other Party in writing of the third party(ies) which may have been affected, the nature and extent of the Personal Information Breach and the identity of the unauthorized person/s who may have accessed or acquired the Personal Information. The Party, whose actions and/or omissions resulted in the Personal Information Breach, shall also take necessary remedial steps in order to mitigate the extent of the loss or compromise of such Personal Information, and prevent it from recurring. Such written notification however shall not be interpreted or construed as an admission of fault or liability by the other Party. Where the Party whose actions and/or omissions resulted in the Personal Information Breach, is deemed to be a Responsible Party/Controller, then it will be accountable to the Information Regulator and all affected Data Subjects, and will accordingly be required to carry out any required regulatory notifications of the Personal Information Breach in accordance with Applicable Data Protection Legislation.
Sample 1
Security Compromise. 1. In case of actual or suspected Security Compromise, the National Security Authority of the Party where it has occurred shall, without delay, inform the National Security Authority of the Originating Party and, in accordance with national laws and regulations, initiate appropriate proceedings, in order to determine the circumstances of the compromise. The results of the proceedings shall be forwarded to the National Security Authority of the Originating Party.
Sample 1

Related to Security Compromise

  • Security Controls Annually, upon Fund’s reasonable request, Transfer Agent shall provide Fund’s Chief Information Security Officer or his or her designee with a copy of its corporate information security controls that form the basis for Transfer Agent’s Security Policy and an opportunity to discuss Transfer Agent’s information security measures, and a high level summary of any vulnerability testing conducted by Transfer Agent on its information security controls, with a qualified member of Transfer Agent’s information technology management team. Transfer Agent shall review its Security Policy annually.

  • SECURITY CODES If the Custodian issues to the Company security codes, passwords or test keys in order that it may verify that certain transmissions of information, including Proper Instructions, have been originated by the Company, the Company shall take all commercially reasonable steps to safeguard any security codes, passwords, test keys or other security devices which the Custodian shall make available.

  • Security confirmation On the Effective Date, each Obligor confirms that:

  • Security Agreements Signed original security agreements, assignments, financing statements and fixture filings (together with collateral in which the Bank requires a possessory security interest), which the Bank requires.

  • Security Interests Absolute All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received by the Secured Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Parties, then, in any such event, each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Each Debtor waives all right to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

  • Direction to Account Debtors; Contracting Parties; etc Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, but has no obligation to, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Collateral Agent, shall be borne solely by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing.

  • Security Interest This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller.

  • Security Interest in Collateral The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.

  • Agreement of Subordination The Company covenants and agrees, and each holder of Notes issued hereunder by its acceptance thereof likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article Four, and each Person holding any Note, whether upon original issue or upon registration of transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest (including Liquidated Damages, if any) on all Notes (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, as the case may be, as provided in this Indenture) issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. No provision of this Article Four shall prevent the occurrence of any default or Event of Default hereunder.

  • Impairment of Security Interests Take or omit to take any action, which might or would have the result of materially impairing the security interests in favor of the Administrative Agent with respect to the Collateral or grant to any Person (other than the Administrative Agent for the benefit of itself and the Lenders pursuant to the Security Documents) any interest whatsoever in the Collateral, except for Liens permitted under Section 11.2 and asset sales permitted under Section 11.5.

Time is Money Join Law Insider Premium to draft better contracts faster.