Subcontracting and transfer of data. The Issuer authorizes: (a) the Agent to subcontract, under the Agent’s responsibility and in compliance with applicable laws and regulations, the provision of the services (in whole or in part) required to be performed by the Agent under this Agreement to the Agent's group entities or to third parties (such as to a correspondent or any other person providing the relevant service to the Agent). The Issuer has been informed of the International Operating Model. The Issuer will be electronically notified by the Paying Agent of any change to the International Operating Model, including new subcontracting of services required to be performed by the Agent under this Agreement which shall – in accordance with the above provisions of this Clause 12.5 (a) remain under the Agent’s responsibility. Unless the Paying Agent receives written refusal from the Issuer within 30 (thirty) calendar days following the notification by the Paying Agent of any change to the International Operating Model or, as the case may be, any new subcontracting of services by the Agent, the Issuer will be deemed to have given its consent thereto, without prejudice to the Agent’s responsibility for services required to be performed by it under this Agreement and provided that the Agent remains fully responsible for the compliance with obligations applicable to it by virtue of the laws and regulations; (b) the transfer of data, under the Agent’s responsibility, to the Agent's group entities or to third parties (such as to a correspondent, or any other person providing the relevant services to the Agent) if and to the extent such transmission is strictly required (x) to allow the Agent to provide its services to the Issuer or (y) to satisfy legal obligations the Agent or the recipient of the data is subject to, in which case the Agent shall to the extent permitted by applicable law inform the Issuer of that legal obligation before transferring any such data. The Agent assumes the responsibility for any such transfer and shall ensure that any group entity or third parties to whom data is transferred treat any transferred data as confidential and are subject to confidentiality undertakings or professional or statutory obligations of confidentiality; and (c) the transfer of data to the Agent’s group entities as necessary to establish and monitor the risk profile and supervise global exposure of the Agent to the Issuer. Data include information in relation to the identity of the Issuer (i.e. name, address details, contact persons and related details), its articles of incorporation and the Base Prospectus.
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Fiscal Agency Agreement
Subcontracting and transfer of data. The Issuer authorizes:
(a) the Paying Agent to subcontract, under the Agent’s responsibility and in compliance with applicable laws and regulations, the provision of the services to be performed by the Paying Agent under this Agreement (in whole or in part) required to be performed by the Agent under this Agreement to the Agent's group entities or to third parties provided that any such subcontracting (such as which shall be at the sole expense of the Paying Agent) shall be made only to a correspondent or any other person providing duly qualified parties and, unless the relevant service Paying Agent continues to remain responsible to the Agent)Issuer for all acts or omissions committed by the subcontractor, on terms that contain indemnification and other contractual provisions (governed by the same governing law as this Agreement) that are not less prejudicial to the Issuer. The Issuer has been informed of the International Operating ModelModel of the Paying Agent. The Issuer will be electronically notified by the Paying Agent of any change to the International Operating Model, including any new subcontracting (under the model) of services required to be performed by that are the Agent under this Agreement which shall – in accordance with the above provisions subject of this Clause 12.5
(a) remain under Agreement, and shall provide the Agent’s responsibilityIssuer with details that it may reasonably request. Unless the Paying Agent receives written refusal from the Issuer within 30 (thirty) calendar days following the notification by the Paying Agent of any change to that the International Operating Model or, as the case may be, any new subcontracting of services performed by the Agentit under this Agreement will be subcontracted, the Issuer will be deemed to have given its consent theretoto such subcontracting, without prejudice to any obligations the Agent’s responsibility Issuer may have toward investors. The Paying Agent acknowledges that, in the absence of any contractual right of action between the Issuer and the person to whom the relevant service has been subcontracted pursuant to this Clause 12.5(a), the Paying Agent shall be liable for services required any acts or omissions committed by such person, to be the same extent as it would have been liable hereunder had it performed by it under this Agreement and provided that the Agent remains fully responsible for the compliance with obligations applicable to it by virtue of the laws and regulationssuch acts or omissions itself;
(b) the transfer of data, under the Agent’s 's responsibility, to the Agent's group entities or to third parties (such as to a correspondent, or any other person providing the relevant services to the Paying Agent) if and to the extent such transmission is strictly required (x) to allow the Agent to provide its services to the Issuer or (y) to satisfy legal obligations the Agent it or the recipient of the data is subject to, in which case the Agent shall to the extent permitted by applicable law inform the Issuer of that legal obligation before transferring any such data. The Agent assumes the responsibility for any such transfer and shall ensure ensures that any group entity or these third parties to whom data is transferred treat any transferred data these Data as confidential and are subject to confidentiality undertakings or professional or statutory obligations of confidentialityconfidential; and
(c) the transfer of data to the Agent’s 's group entities as necessary to establish and monitor the risk profile and supervise global exposure of the Paying Agent to the Issuer. Data include information in relation to the identity of the Issuer (i.e. name, address details, contact persons and related details), its articles of incorporation and the Base Prospectusincorporation, its prospectus, its providers.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Subcontracting and transfer of data. The Issuer authorizes:
(a) the Paying Agent to subcontract, under the Agent’s responsibility and in compliance with applicable laws and regulations, the provision of the services to be performed by the Paying Agent under this Agreement (in whole or in part) required to be performed by the Agent under this Agreement to the Agent's group entities or to third parties provided that any such subcontracting (such as which shall be at the sole expense of the Paying Agent) shall be made only to a correspondent or any other person providing duly qualified parties and, unless the relevant service Paying Agent continues to remain responsible to the Agent)Issuer for all acts or omissions committed by the subcontractor, on terms that contain indemnification and other contractual provisions (governed by the same governing law as this Agreement) that are not less prejudicial to the Issuer. The Issuer has been informed of the International Operating ModelModel of the Paying Agent. The Issuer will be electronically notified by the Paying Agent of any change to the International Operating Model, including any new subcontracting (under the model) of services required to be performed by that are the Agent under this Agreement which shall – in accordance with the above provisions subject of this Clause 12.5
(a) remain under Agreement, and shall provide the Agent’s responsibilityIssuer with details that it may reasonably request. Unless the Paying Agent receives written refusal from the Issuer within 30 (thirty) calendar days following the notification by the Paying Agent of any change to that the International Operating Model or, as the case may be, any new subcontracting of services performed by the Agentit under this Agreement will be subcontracted, the Issuer will be deemed to have given its consent theretoto such subcontracting, without prejudice to any obligations the Agent’s responsibility Issuer may have toward investors. The Paying Agent acknowledges that, in the absence of any contractual right of action between the Issuer and the person to whom the relevant service has been subcontracted pursuant to this Clause 12.5(a), the Paying Agent shall be liable for services required any acts or omissions committed by such person, to be the same extent as it would have been liable hereunder had it performed by it under this Agreement and provided that the Agent remains fully responsible for the compliance with obligations applicable to it by virtue of the laws and regulationssuch acts or omissions itself;
(b) the transfer of data, under the Agent’s responsibility, to the Agent's group entities or to third parties (such as to a correspondent, or any other person providing the relevant services to the Paying Agent) if and to the extent such transmission is strictly required (x) to allow the Agent to provide its services to the Issuer or (y) to satisfy legal obligations the Agent it or the recipient of the data is subject to, in which case the Agent shall to the extent permitted by applicable law inform the Issuer of that legal obligation before transferring any such data. The Agent assumes the responsibility for any such transfer and shall ensure ensures that any group entity or these third parties to whom data is transferred treat any transferred data these Data as confidential and are subject to confidentiality undertakings or professional or statutory obligations of confidentialityconfidential; and
(c) the transfer of data to the Agent’s group entities as necessary to establish and monitor the risk profile and supervise global exposure of the Paying Agent to the Issuer. Data include information in relation to the identity of the Issuer (i.e. name, address details, contact persons and related details), its articles of incorporation and the Base Prospectusincorporation, its prospectus, its providers.
Appears in 1 contract
Samples: Agency Agreement
Subcontracting and transfer of data. The Issuer authorizes:
(a) the Paying Agent to subcontract, under the Agent’s responsibility and in compliance with applicable laws and regulations, the provision of the services to be performed by the Paying Agent under this Agreement (in whole or in part) required to be performed by the Agent under this Agreement to the Agent's group entities or to third parties provided that any such subcontracting (such as which shall be at the sole expense of the Paying Agent) shall be made only to a correspondent or any other person providing duly qualified parties and, unless the relevant service Paying Agent continues to remain responsible to the Agent)Issuer for all acts or omissions committed by the subcontractor, on terms that contain indemnification and other contractual provisions (governed by the same governing law as this Agreement) that are not less prejudicial to the Issuer. The Issuer has been informed of the International Operating ModelModel of the Paying Agent. The Issuer will be electronically notified by the Paying Agent of any change to the International Operating Model, including any new subcontracting (under the model) of services required to be performed by that are the Agent under this Agreement which shall – in accordance with the above provisions subject of this Clause 12.5
(a) remain under Agreement, and shall provide the Agent’s responsibilityIsseur with details that it may reasonably request. Unless the Paying Agent receives written refusal from the Issuer within 30 (thirty) calendar days following the notification by the Paying Agent of any change to the International Operating Model or, as the case may be, any new subcontracting of that services performed by the Agentit under this Agreement will be subcontracted, the Issuer will be deemed to have given its consent theretoto such subcontracting, without prejudice to any obligations the Agent’s responsibility Issuer may have toward investors. The Paying Agent acknowledges that, in the absence of any contractual right of action between the Issuer and the person to whom the relevant service has been subcontracted pursuant to this Clause 12.5(a), the Paying Agent shall be liable for services required any acts or omissions committed by such person, to be the same extent as it would have been liable hereunder had it performed by it under this Agreement and provided that the Agent remains fully responsible for the compliance with obligations applicable to it by virtue of the laws and regulationssuch acts or omissions itself;;
(b) the transfer of data, under the Agent’s responsibility, to the Agent's group entities or to third parties (such as to a correspondent, or any other person providing the relevant services to the Paying Agent) if and to the extent such transmission is strictly required (x) to allow the Agent to provide its services to the Issuer or (y) to satisfy legal obligations the Agent it or the recipient of the data is subject to, in which case the Agent shall to the extent permitted by applicable law inform the Issuer of that legal obligation before transferring any such data. The Agent assumes the responsibility for any such transfer and shall ensure ensures that any group entity or these third parties to whom data is transferred treat any transferred data these Data as confidential and are subject to confidentiality undertakings or professional or statutory obligations of confidentialityconfidential; and
(c) the transfer of data to the Agent’s group entities as necessary to establish and monitor the risk profile and supervise global exposure of the Paying Agent to the Issuer. Data include information in relation to the identity of the Issuer (i.e. name, address details, contact persons and related details), its articles of incorporation and the Base Prospectusincorporation, its prospectus, its providers.
Appears in 1 contract
Samples: Agency Agreement