Third country transfers Sample Clauses

Third country transfers. 5.1. Leya may not, without the prior written consent of the Subscriber, process Personal Data outside or engage sub-processors processing the personal data outside of the EU/EEA. Appendix B contains a complete list of its sub-processors that from the date of entry into force of this DPA have been pre-approved by the Subscriber. 5.2. Any transfer of Personal Data to a country which is not a member state of either the EU or the EEA (including making the Personal Data available in such country by e.g., remote access) (a “Restricted Transfer”) requires the prior written approval of the Subscriber. Leya shall provide all reasonably relevant information regarding the Restricted Transfer to enable the Subscriber to make an informed decision, including details of the country or territory to which the Personal Data will be transferred. 5.3. In the absence of an adequacy decision from the EU Commission the Parties agree and acknowledge that the European Commission’s standard contractual clauses adopted 4th of June 2021 or any clauses thereafter replacing such standard contractual clauses (for the purposes of this DPA, the “Standard Contractual Clauses”) will be the relevant appropriate safeguard and shall be implemented as follows: 5.4. Leya shall ensure that the Restricted Transfer is subject to adequate safeguards as stated in Chapter V of the GDPR and may for this purpose rely on the Standard Contractual Clauses provided that the clauses, including supplementary security measures, ensure an essentially equivalent level of protection. The Parties acknowledge and agree that Leya or its Sub-processor, as applicable, shall apply module 3 of the Standard Contractual Clauses. 5.5. Leya represents and warrants that Leya has no reason to believe that legislation or practices applicable to it or its sub-processors, including in any country to which Personal Data is transferred either by itself or through a sub-processor, prevents it from fulfilling its obligations under Applicable Data Protection Laws, this DPA or its obligations in the Standard Contractual Clauses. In the event Xxxx is unable to fulfil its obligations in this Clause 5.5, Xxxx agrees to immediately notify the Subscriber.
Sample 1Sample 2
AutoNDA by SimpleDocs
Third country transfers. 9.1 The Processor may only transfer the Personal Data in countries outside the EEA if the Controller is located in the EEA, or outside Australia if the Controller is located in Australia, subject to documented instructions from the Controller as specified in Appendix A. 9.2 If the Processor processes transfer Personal Data in any third country (being a country outside the EEA if the Controller is located in the EEA, or outside Australia if the Controller is located in Australia), the Processor will inform the Controller of such intended transfer in advance allowing the Controller the opportunity to object and will ensure that the following conditions are fulfilled: a) the Processor has provided appropriate safeguards (including any appropriate legal mechanisms) in place in relation to the transfer; b) the Data Subject has enforceable rights and effective legal remedies; c) the Processor provides an adequate level of protection to any Personal Data that is transferred; and d) the Processor complies with reasonable instructions notified to it in advance by the Controller with respect to the processing of the Personal Data.
Sample 1Sample 2
Third country transfers. The Processor and its subcontractors may Process Personal Data under the scope of the Agreement in a country located outside of the EU or the countries approved by the EU Commission only if; a) The receiving organization of the Personal Data has been certified according to the Privacy Shield program, or; b) The transfer and the rights and freedoms of the data subjects are protected through binding corporate rules according to article 47 of the GDPR, or; c) The transfer and the rights and freedoms of the data subjects are protected through the Standard Contractual Clauses approved by the EU Commission.
Sample 1Sample 2
Third country transfers. | If Customer’s use of the Cutover Services involves a transfer of Personal Data from the United Kingdom, EEA or Switzerland to a Cutover entity in a third country which the UK Data Protection Authority, EU Commission or Swiss Data Protection Authority (as applicable) has not provided an adequacy decision as having an adequate level of protection, the Parties agree that the terms set forth at Schedule 4 (Approved Transfer Mechanism) shall apply.
Sample 1Sample 2
Third country transfers. 10.1 The parties understand and agree that the Customer Data may be transferred to respectively accessed from countries outside of the EEA (“Third Countries”) by the affiliates and subcontractors of Onapsis when providing the Services in accordance with the terms of the Agreement provided that the specific conditions of Article 44 et seq. GDPR have been fulfilled (e.g. adequacy decision of the Commission, Standard Contractual Clauses, Binding Corporate Rules), as set forth in Appendix 3. In particular, Onapsis has entered into the applicable module of the Standard Contractual Clauses with the Subprocessor Onapsis Inc..
Sample 1
Third country transfers. 10.1 The parties understand and agree that the Customer Data may be transferred to respectively accessed from countries outside of the EEA (“Third Countries”) by the affiliates and subcontractors of Onapsis when providing the Services in accordance with the terms of the Agreement provided that the specific conditions of Article 44 et seq. GDPR have been fulfilled (e.g. adequacy decision of the Commission, Standard Contractual Clauses, Privacy Shield, Binding Corporate Rules). 10.2 Onapsis represents and warrants that it has self-certified under the EU-U.S. Privacy Shield (collectively, the “Principles”) to ensure that adequate safeguards are in place to facilitate the transfer of any Customer Personal Data. Accordingly, at all times during the term of the Agreement, Xxxxxxx agrees to (i) provide at least the same level of protection for Customer Personal Data as is required by the Principles; (ii) comply with this DPA for as long as Onapsis has access to Customer Personal Data; and (iii) where Xxxxxxx permits a third party to access Customer’s Personal Data, including any Onapsis subcontractor, require such third party to provide at least the same level of protection as is required by this DPA and the Principles.
Sample 1
Third country transfers. The Controller acknowledges and agrees that, in connection with the performance of the Service under the Agreement, Personal Data may be transferred to Processor’s subconsultants outside EEA. The Standard Contractual Clauses (xxxxx://xxx- xxx.xxxxxx.xx/xxxxx-xxxxxxx/xx/XXX/?xxx=XXXXX%0X00000X0000) will apply with respect to Personal Data that is transferred outside the EEA, either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for personal data (as described in GDPR).
Sample 1
AutoNDA by SimpleDocs
Third country transfers. The parties agree that when the transfer of Personal Data from TNG (as “data ex- xxxxxx”) to a Sub-Processor (as “data importer”) is a Third Country Transfer and Appli- cable Data Protection Law requires that appropriate safeguards are put in place, the transfer will be Subject to the Standard Contractual Clauses.
Sample 1
Third country transfers. When transferring Personal Data to third countries, the parties ensure that they will take appropriate measures to secure the Personal Data appropriately in accordance with Data Protection Laws.
Sample 1

Related to Third country transfers

  • Voluntary Transfers A. All vacant positions in the Bargaining Unit shall be posted for five (5) workdays. B. Notices of transfer opportunities shall be posted by title; on Ed-Join, on the CCCOE web site; at the West County Detention Center facility, the Xxxxxxx Center, Student Programs and Services Regional Offices, and distributed to Unit Members upon request. On CCCOE’s Staff Development Day, Unit Members shall receive a listing of all posting locations. Knowledge of transfers shall be the responsibility of the Unit Member either by inquiry concerning the posted transfer opportunities or by the provision of Section 2.c. of this Article. C. Unit Members seeking to transfer from their present assignment shall complete a “Request for Transfer” form and file it with the Human Resources Office. A Unit Member may request a transfer to take effect either during the school year or at the beginning of the next school year. The request may be as specific or as broad as the Unit Member desires to make it. Unit Members whose requests for transfer have not been granted and who wish to continue to seek a transfer shall file another form at the beginning of each school year. A Unit Member may submit a request for transfer at any time, whether or not a vacancy exists. A Unit Member may also submit a request for a transfer subsequent to the posting procedure of this Article. D. Five (5) workdays after the posting of any transfer opportunity, all on-file and newly completed “Request for Transfer” forms received by the Human Resources Office shall be considered. Applications resulting in transfer offers may be rejected at the option of the Unit Member. E. A “Request for Transfer” shall be considered on the basis of program needs, qualifications, proximity of the applicant’s residence to the work site, and seniority. Consideration of program needs will be on a basis that is not arbitrary or capricious. F. A Unit Member who requests a transfer, which is not granted, will be provided the specific reasons for rejection, upon request. G. Notices of transfer opportunities shall be sent to the Association. When requested by the Association, notices of transfer opportunities will be sent by certified mail. H. During the posting periods, the transfer opportunities and vacancies will not be permanently filled. I. Unit Members may request lateral movement between two positions for which they are appropriately credentialed and qualified. Such lateral transfer must be approved by the two respective program administrators. The two program administrators shall not unreasonably withhold their consent.

  • Involuntary Transfers Any transfer of title or beneficial ownership of Interests or Special Membership Interests, as applicable, upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member, Outside Investor Member or Other Investor Member (each, an "Involuntary Transfer") shall be void unless such Management Member, Outside Investor Member or Other Investor Member complies with this Section 13.6 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests or Special Membership Interests, as applicable, pursuant to this Section 13.6 and the person or entity to whom such Interests or Special Membership Interests, as applicable, have been Transferred (the "Involuntary Transferee") shall have the obligation to sell such Interests or Special Membership Interests, as applicable, in accordance with this Section 13.6. Upon the Involuntary Transfer of any Interest or Special Membership Interests, as applicable, such Management Member, Outside Investor Member or Other Investor Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests and Special Membership Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interests or Special Membership Interests, as applicable, and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests or Special Membership Interests, as applicable, over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. For purposes of this Agreement, "Carrying Value", with respect to any outstanding Special Membership Interest, means the value equal to the Special Membership Interest Funds advanced by the applicable selling Management Member, Outside Investor Member or Other Investor Member in respect of any such outstanding Special Membership Interest (plus any portion of accrued and unpaid interest on the applicable pro rata outstanding portion of the Bulk Advances that is allocable to the applicable Member pursuant to Section 10.8), less principal amounts paid to such Member in respect of such Member's Special Membership Interest.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

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