Specifically Identified Risks Sample Clauses

Specifically Identified Risks. 11.4.1 The Seller shall keep the Buyer and/or the Company, as the case may be, fully indemnified and harmless and shall reimburse the Buyer and/or the Company, as the case may be, on a Euro to Euro basis from and against all Losses suffered by the Buyer or, without duplication, the Company, as the case may be, as a result of any of the following: (a) any Third Party Claim (as defined below) related to Taken Over Debts and Liabilities which have not been taken over by the Seller pursuant to clauses 5.1.1 and 5.1.2 above; (b) any Tax, penalty or other obligation resulting from the tax and VAT consolidation and the termination thereof; (c) any Claim vis-à-vis the Company by ASI Consortium of first and/or second level relating to any outstanding liability related to the payment of [***] as per the Executive Decree no. 40 dated 10 September 2019, such amount being expressly agreed by the Parties as maximum liability for the Seller thereof; (d) any Loss, including but not limited to Tax Loss, connected to and/or resulting from the Seller’s Undertakings contemplated under clauses 5.1.1 and 5.1.2; (e) any Third-Party Claim (as defined below) which might be brought against the Buyer and/or the Company in relation to the findings of the EDD phase 2 assessment related to the Property, attached hereto as Schedule 10. 11.4.2 No basket or de minimis threshold will be applicable to the Seller’s indemnification obligation under clause 11.4.1 (a) – (d) above, which shall be subject to the limitation periods set forth under clause 11.2.1 above. Any amount paid by the Seller in respect to the above matters will not concur to the calculation of the Cap under clause 11.1.3, with the exception of the matters under clause 11.4.1 (e) which shall subject to the above mentioned Cap.
AutoNDA by SimpleDocs

Related to Specifically Identified Risks

  • Personally Identifiable Information By submitting any of your personally identifiable information, such as your name, address, email address, phone number or fax number, to us, you consent to our privacy policy located at xxx.xxxxxxxx.xxx/xxxxx.

  • Personally Identifiable Information (PII); Security a. If Grantee or any of its subcontractors may or will create, receive, store or transmit PII under the terms of this Agreement, Grantee must provide for the security of such PII, in a form acceptable to Florida Housing, without limitation, non-disclosure, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections and audits. Grantee shall take full responsibility for the security of all data in its possession or in the possession of its subcontractors and shall hold Florida Housing harmless for any damages or liabilities resulting from the unauthorized disclosure of loss thereof. b. If Grantee or any of its subcontractors may or will create, receive, store or transmit PII under the terms of this Agreement, Grantee shall provide Florida Housing with insurance information for stand-alone cyber liability coverage, including the limits available and retention levels. If Grantee does not carry stand-alone cyber liability coverage, Grantee agrees to indemnify costs related to notification, legal fees, judgments, settlements, forensic experts, public relations efforts, and loss of any business income related to this Agreement. c. Grantee agrees to maintain written policies and procedures for PII and/or data classification. This plan must include disciplinary processes for employees that violate these guidelines. d. Grantee agrees at all times to maintain reasonable network security that, at a minimum, includes a network firewall. e. Grantee agrees to protect and maintain the security of data with protection security measures that include maintaining secure environments that are patched and up to date with all appropriate security updates as designated by a relevant authority (e.g. Microsoft notifications, Common Vulnerabilities and Exposures (CVE) database, etc.) Grantee agrees that PII shall be appropriately destroyed based on the format stored upon the expiration of any applicable retention schedules. f. Grantee agrees that any and all transmission or exchange of system application data with Florida Housing and/or any other parties shall take place via secure Advanced Encryption Standards (AES), e.g. HTTPS, FTPS, SFTP or equivalent means. All data stored as a part of backup and recovery processes shall be encrypted, using AES. g. If Grantee reasonably suspects that a cybersecurity event or breach of security has occurred, they must notify Florida Housing’s Contract Administrator within 48 hours. h. In the event of a breach of PII or other sensitive data, Grantee must abide by provisions set forth in Section 501.171, Fla. Stat. Additionally, Grantee must immediately notify Florida Housing in writing of the breach and any actions taken in response to such a breach. As the information becomes available the statement must include, at a minimum, the date(s) and number of records affected by unauthorized access, distribution, use, modification or disclosure of PII; Grantee’s corrective action plan; and the timelines associated with the corrective action plan.

  • De-Identified Data Provider agrees not to attempt to re-identify de-identified Student Data. De-Identified Data may be used by the Provider for those purposes allowed under FERPA and the following purposes: (1) assisting the LEA or other governmental agencies in conducting research and other studies; and (2) research and development of the Provider's educational sites, services, or applications, and to demonstrate the effectiveness of the Services; and (3) for adaptive learning purpose and for customized student learning. Provider's use of De-Identified Data shall survive termination of this DPA or any request by XXX to return or destroy Student Data. Except for Subprocessors, Xxxxxxxx agrees not to transfer de- identified Student Data to any party unless (a) that party agrees in writing not to attempt re-identification, and (b) prior written notice has been given to the LEA who has provided prior written consent for such transfer. Prior to publishing any document that names the LEA explicitly or indirectly, the Provider shall obtain the LEA’s written approval of the manner in which de-identified data is presented.

  • Links to Third Party Sites The Bank website may contain links to other websites ("Linked Sites"). Such links are provided solely as a convenience for you. While the Bank will attempt to select and provide links to Linked Sites that it believes may be of interest to its customers, the Bank does not screen, approve, review or otherwise endorse any content or information contained in any Linked Sites. You acknowledge and agree that the Bank, its affiliates and partners are not responsible for the contents of any Linked Sites, including the accuracy or availability of information provided by Linked Sites, and make no representations or warranties regarding the Linked Sites or your use of them.

  • If Identified If the HSP is Identified it will: (a) work towards applying the principles of Active Offer in the provision of services; (b) provide services to the public in French in accordance with its existing French language services capacity; (c) develop, and provide to the Funder upon request from time to time, a plan to become Designated by the date agreed to by the HSP and the Funder; (d) continuously work towards improving its capacity to provide services in French and toward becoming Designated within the time frame agreed to by the parties; (e) provide a report to the Funder that outlines progress in its capacity to provide services in French and toward becoming Designated; (f) annually, provide a report to the Funder that outlines how it addresses the needs of its local Francophone community; and (g) collect and submit to the Funder, as requested by the Funder from time to time, French language services data.

  • Links to Third Party Sites/Third Party Services xxx.xxxxxxxxxxxxxxxxxx.xxx may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Company and Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the site or any association with its operators. Certain services made available via xxx.xxxxxxxxxxxxxxxxxx.xxx are delivered by third party sites and organizations. By using any product, service or functionality originating from the xxx.xxxxxxxxxxxxxxxxxx.xxx domain, you hereby acknowledge and consent that Company may share such information and data with any third party with whom Company has a contractual relationship to provide the requested product, service or functionality on behalf of xxx.xxxxxxxxxxxxxxxxxx.xxx users and customers.

  • De-identified Information De-identified Information may be used by the Operator only for the purposes of development, product improvement, to demonstrate or market product effectiveness, or research as any other member of the public or party would be able to use de-identified data pursuant to 34 CFR 99.31(b). Operator agrees not to attempt to re-identify De-identified Information and not to transfer De-identified Information to any party unless (a) that party agrees in writing not to attempt re- identification, and (b) prior written notice has been given to LEA who has provided prior written consent for such transfer. Operator shall not copy, reproduce or transmit any De-identified Information or other Data obtained under the Service Agreement except as necessary to fulfill the Service Agreement.

  • Categories of Data Subjects Any individual accessing and/or using the Services through the Customer's account ("Users"); and any individual: (i) whose email address is included in the Customer's Distribution List; (ii) whose information is stored on or collected via the Services, or (iii) to whom Users send emails or otherwise engage or communicate with via the Services (collectively, "Subscribers").

  • Third-Party Information; Privacy or Data Protection Laws Each Party acknowledges that it and its respective Subsidiaries may presently have and, after the Effective Time, may gain access to or possession of confidential or proprietary Information of, or personal Information relating to, Third Parties: (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or the other Party’s Subsidiaries, on the other hand, prior to the Effective Time or (ii) that, as between the two parties, was originally collected by the other Party or the other Party’s Subsidiaries and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause its Subsidiaries and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary Information of, or personal Information relating to, Third Parties in accordance with privacy, data protection or other applicable Laws and the terms of any agreements that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or the other Party’s Subsidiaries, on the one hand, and such Third Parties, on the other hand.

  • Links to Third Party Websites In your use of the Service and/or the Company’s website, you may encounter various types of links that enable you to visit websites operated or owned by third parties (“Third Party Site”). These links are provided to you as a convenience and are not under the control or ownership of the Company. The inclusion of any link to a Third Party Site is not (i) an endorsement by the Company of the Third Party Site, (ii) an acknowledgement of any affiliation with its operators or owners, or (iii) a warranty of any type regarding any information or offer on the Third Party Site. Your use of any Third Party Site is governed by the various legal agreements and policies posted at that website.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!