UK International Data Transfer Agreement Sample Clauses

UK International Data Transfer Agreement. The parties agree that the UK International Data Transfer Agreement will apply to Personal Information that is transferred via the Service from the United Kingdom, either directly or via onward transfer, to any country or recipient outside of the United Kingdom that is: (a) not recognized by the competent United Kingdom Regulator or governmental body for the United Kingdom as providing an adequate level of protection for Personal Information. For data transfers from the United Kingdom that are subject to the UK International Data Transfer Agreement, the UK International Data Transfer Agreement will be deemed entered into (and incorporated into this DPA by this reference) and completed as set forth in Schedule 4. If applicable, this UK Addendum to the EU Standard Contractual Clauses International Transfer Agreement (“Addendum”) has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract
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UK International Data Transfer Agreement. The parties agree that the UK International Data Transfer Agreement will apply to Personal Data that is transferred via the Services from the United Kingdom, either directly or via onward transfer, to any country or recipient outside of the United Kingdom that is not recognized by the competent United Kingdom regulatory authority or governmental body for the United Kingdom as providing an adequate level of protection for Personal Data. For data transfers from the United Kingdom that are subject to the UK International Data Transfer Agreement, the UK International Data Transfer Agreement will be deemed entered into (and incorporated into this Addendum by this reference) and completed as follows: (a) In Table 1 of the UK International Data Transfer Agreement, the parties’ details and key contact information are located in Section 2.2 (c)(vi) of this Schedule 2. (b) In Table 2 of the UK International Data Transfer Agreement, information about the version of the Approved EU SCCs, modules and selected clauses which this UK International Data Transfer Agreement is appended to is located in Section 2.2 (EU Standard Contractual Clauses) of this Schedule 2. (c) In Table 3 of the UK International Data Transfer Agreement: 1. The list of Parties is located in Section 2.2(c)(vi) of this Schedule 2. 2. The description of the transfer is set forth in Appendix 1 (Details of Processing) of this DPA. 3. Annex II is located in Appendix 2 (Technical and Organizational Security Measures) of this DPA. 4. The list of sub-processors is located at xxxxx://xxxxxxx.xxx/legal. (d) In Table 4 of the UK International Data Transfer Agreement, both the Importer and the exporter may end the UK International Data Transfer Agreement in accordance with the terms of the UK International Data Transfer Agreement.
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UK International Data Transfer Agreement. The parties agree that the UK International Data Transfer Agreement will apply only to the Processing of Personal Data by Xactly in the course of providing the Services that is transferred via the Services from the United Kingdom, either directly or via onward transfer, to (i) any country that does not ensure an adequate level of data protection within the meaning of Data Protection Laws and Regulations of the United Kingdom (“UK Data Protection Laws”), to the extent such transfers are subject to such applicable UK Data Protection Laws (ii) to any recipient which is not subject to other binding obligations, code of conduct or certification as determined to be sufficient by the ICO or (iii) any recipient not covered by a suitable framework recognized by the relevant authorities or courts as providing an adequate level of protection for personal data, including but not limited to Binding Corporate Rules for Processors. For data transfers from the United Kingdom that are subject to the UK International Data Transfer Agreement, the UK International Data Transfer Agreement will be deemed entered into (and incorporated into this DPA by this reference) as amended or completed (as the context requires) as follows: (1) In Table 1 of the UK International Data Transfer Agreement, the parties’ details and key contact information is located in Section 2.2 (7) of this Schedule 3; (2) In Table 2 of the UK International Data Transfer Agreement, information about the version of the Approved EU SCCs, modules and selected clauses which this UK International Data Transfer Agreement is appended to is located in Section 2.2 (EU Standard Contractual Clauses) of this Schedule 3; (3) In Table 3 of the UK International Data Transfer Agreement: a. The list of Parties is located in Section 2.2(7) of this Schedule 3 with the following amendment: The data exporter is the Customer (as defined in this DPA) and its Affiliates (as defined in the Agreement) established in the United Kingdom that have purchased Services pursuant to one or more Ordering Documents. b. The description of the transfer is set forth in Section 1 of Schedule 1 “Description of the Processing” of this DPA. c. Xactly’s current list of Sub-processors for the applicable Services is available at xxxxx://xxxxx.xxxxxxxxxx.xxx/privacy-policy/. (4) In Table 4 of the UK International Data Transfer Agreement, both the Importer and the Exporter may end the UK International Data Transfer Agreement in accordance with the terms of...
Sample 1
UK International Data Transfer Agreement. The parties agree that the UK IDTA will apply to personal data that is transferred via the Services from the United Kingdom, either directly or via onward transfer, to any country or recipient outside of the United Kingdom that is not recognized by the competent United Kingdom regulatory authority or governmental body as providing an adequate level of protection for personal data. For data transfers from the United Kingdom that are subject to the UK IDTA, the UK IDTA will be deemed entered into (and incorporated into this Addendum by this reference) and completed as follows: (a) In Table 1 of the UK IDTA, the parties’ details and key contact information is located in Section 2.1(d)(vi) of Schedule 2 of this Addendum. (b) In Table 2 of the UK IDTA, information about the version of the Approved EU SCCs, modules and selected clauses which this UK International Data Transfer Agreement is appended to is located in Section 2.1 of this Addendum. (c) In Table 3 of the UK IDTA: 1. The list of Parties is located in Annex 1 A of the EU SCCs as set forth in this Schedule 1 of the Addendum. 2. The description of the transfer is set forth in Section 1 (Nature and Purpose of the Processing) of Schedule 2 (Details of the Processing) of this Addendum. 3. Annex II is located in Schedule 3 (Technical and Organizational Security Measures) of this Addendum. (d) In Table 4 of the UK IDTA, both the Importer and the Exporter may end the UK IDTA in accordance with the terms of the UK IDTA.
Sample 1
UK International Data Transfer Agreement. The parties agree that the UK International Data Transfer Agreement will apply to Customer Personal Data that is transferred via the Benchling Services from the United Kingdom, either directly or via onward transfer, to any country or recipient outside of the United Kingdom that is: (a) not recognized by the competent United Kingdom regulatory authority or governmental body for the United Kingdom as providing an adequate level of protection for Customer Personal Data. For data transfers from the United Kingdom that are subject to the UK International Data Transfer Agreement, the UK International Data Transfer Agreement will be deemed entered into (and incorporated into this Addendum by reference) and completed as follows: 2.4.1. In Table 1 of the UK International Data Transfer Agreement, the parties key contact information is located in Section 2.2.6 of this Schedule 3. 2.4.2. In Table 2 of the UK International Data Transfer Agreement, information about the version of the EU SCCs, modules and selected clauses which this UK International Data Transfer Agreement is appended to is located in Section 2.1 (EU Standard Contractual Clauses) of this Schedule 3. 2.4.3. In Table 3 of the UK International Data Transfer Agreement: 2.4.3.1. The list of parties is located in Section 2.2.6 of this Schedule 3. 2.4.3.2. The description of the transfer is set forth in Schedule 1 (Subject Matter and Details of Processing). 2.4.3.3. Annex II is located in Schedule 2 (Technical and Organizational Security Measures) 2.4.3.4. The list of sub-processors is located at xxxxx://xxxxxxxxx.xxx/privacy/subprocessors 2.4.4. In Table 4 of the UK International Data Transfer Agreement, both the Importer and the Exporter may end the UK International Data Transfer Agreement in accordance with its terms.
Sample 1

Related to UK International Data Transfer Agreement

  • International Data Transfers The Company and the Stock Plan Administrator are based in the United States. The Participant should note that the Participant’s country of residence may have enacted data privacy laws that are different from the United States. The Company’s legal basis for the transfer of the Participant's Personal Information to the United States is the Participant’s consent.

  • Transfer Agreement Exhibit B, Transfer Agreement, between the Bureau, CONTRACTOR, and the Florida Department of Corrections (the FDC) which establishes guidelines for transfer of inmates between the Graceville Correctional Facility and facilities operated by the FDC.

  • Data Processing Agreement The Data Processing Agreement, including the Approved Data Transfer Mechanisms (as defined in the Data Processing Agreement) that apply to your use of the Services and transfer of Personal Data, is incorporated into this Agreement by this reference. Each party will comply with the terms of the Data Processing Agreement and will train its employees on DP Law.

  • Stop Transfer Instructions In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Holder (and the securities of every other person subject to the restrictions in Section 1.14(a)).

  • Agreement to Buy and Sell Subject to the terms and conditions set forth herein, Seller agrees to sell the Property to Buyer, and Buyer hereby agrees to acquire the Property from Seller.

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Asset Purchase Agreement (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement. (b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of all of the capital stock of FBC (the "Stock Purchase Election"); provided, however, that FBC shall have no right to exercise the Stock Purchase Election if (i) PCC is unable to treat such purchase of stock as a purchase of assets pursuant to Internal Revenue Code ss. 338(h)(10), or its successor, as the same may be amended from time to time, and (ii) PCC and FBC are unable to agree upon the terms and conditions of, and execute and deliver, a Stock Purchase Agreement within thirty (30) days following PCC's receipt from FBC of written notice of its election to exercise the Stock Purchase Election. If FBC exercises the Stock Purchase Election in accordance with the terms of this Section 3(b), FBC and PCC shall negotiate in good faith the terms of the Stock Purchase Agreement, it being understood that such Stock Purchase Agreement shall be substantially equivalent to the Asset Purchase Agreement except for such modifications and additions thereto that are required to conform the Asset Purchase Agreement to the form of agreement customarily used in connection with a sale of capital stock rather than assets, and it being further understood that neither FBC nor PCC shall be required to accept any term or provision in the Stock Purchase Agreement that would, or could reasonably be expected to, result in any increase or decrease in the consideration payable by PCC under the Asset Purchase Agreement or in the liabilities to be assumed by PCC under the Asset Purchase Agreement.

  • Co-Sale Agreement The Co-Sale Agreement shall have been executed and delivered by the parties thereto.

  • Data Transfer 11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest (but not obligations) in and to: (a) each Receivable of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the date (the “Cut-Off Date”) that is (i) with respect to each Originator party hereto on the Closing Date, 1 Business Day prior to the Closing Date, and (ii) with respect to any Originator that first becomes a party hereto after the Closing Date, 1 Business Day prior to the date on which such Originator becomes a party hereto or such other date as the Buyer and such Originator agree to in writing; (b) each Receivable generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of the foregoing Receivables; (d) all monies due or to become due to such Originator with respect to any of the foregoing; (e) all books and records of such Originator to the extent related to any of the foregoing; and (f) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Account Debtors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or Related Security or are applied to such amounts owed by the Account Debtors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables or Related Security, and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Account Debtors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). (g) all rights, remedies, powers, privileges, title and interest (but not obligations) with respect to the Receivables sold hereunder; and (h) all rights, remedies, powers, privileges, title and interest (but not obligations) in and to all Interim Deposit Accounts, Designated Deposit Accounts, Controlled Accounts and Agent Deposit Accounts into which any Collections or other proceeds with respect to such Receivables may be deposited (which Interim Deposit Accounts existing on the Closing Date shall be transferred to the Buyer under a separate agreement prior to the Initial Borrowing Date), and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC). All purchases hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement and each other Loan Document. No obligation or liability to any Account Debtor or any other Person on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The Buyer’s foregoing agreement to purchase Receivables and the proceeds and rights described in clauses (c) through (h) (collectively; the “Related Rights”), is herein called the “Purchase Facility.”

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