Additional Processing Terms Sample Clauses

Additional Processing Terms. If relevant to your use of the Services, the terms of Our: (a) data processing addendum; and/or (b) Business Associate Agreement will apply. These are incorporated by reference into this MSA. These documents are each available (and for you to sign if you wish to do so) at xxx.xxxxxx.xxx/xxxxx.
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Additional Processing Terms. If: (a) We Process Personal Data about UK and/or EEA residents on your and/or your Group’s behalf in delivery of the Services Our data processing addendum will apply and is incorporated by reference into this MSA; (b) you are a Covered Entity or Business Associate and you include Protected Health Information in your Content (as defined in 45 CFR § 160.103 of HIPAA in the United States) Our Business Associate Agreement will apply and is incorporated by reference into this MSA; (c) you, a member of your Group or a User: (i) is subject to the terms of the California Consumer Privacy Act and/or California Privacy Rights Act; and/or (ii) uses the Services in a manner that means that We are a Service Provider under the CCPA and/or CPRA, then Our CCPA/CPRA Addendum will apply and is incorporated by reference into this MSA. These documents are each available at xxx.xxxxxx.xxx/xxxxx.
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Additional Processing Terms. When Processing Covered Personal Data on behalf of Organon, Merck shall use Commercially Reasonable Efforts to: (i) only process Covered Personal Data on Organon’s written instructions unless required otherwise by Applicable Law; (ii) ensure that Merck personnel who have access to Covered Personal Data are subject to confidentiality obligations; (iii) implement and maintain technical and organizational measures designed to prevent a Personal Data Breach, and upon becoming aware of substantiated Personal Data Breach, Merck shall notify Organon without undue delay; (iv) taking into account the nature of the processing, at Organon’s cost and expense, assist Organon insofar as this is possible, to meet its obligations under Data Protection Law; and (v) upon request and at Organon’s cost and expense, make available information reasonably requested by Organon to demonstrate compliance with this Section 7.5, and allow for Organon to request an audit or inspection.
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Additional Processing Terms. If: (a) We Process Personal Data about UK and/or EEA residents on your and/or your Group’s behalf in the delivery of the Services the terms of Our data processing addendum available at xxx.xxxxxx.xxx/xxxxx will apply and are incorporated by reference into this MSA; (b) you are a Covered Entity or Business Associate and you include Protected Health Information in your Content (as defined in 45 CFR §‌ 160.103 of HIPAA in the United States) the terms of Our Business Associate Agreement (BAA) available at xxx.xxxxxx.xxx/xxxxx will apply and are incorporated by reference into this MSA. (c) you, a member of your Group or a User: (i) is subject to the terms of the California Consumer Privacy Act (CCPA) and/or California Privacy Rights Act (CPRA); and/or (ii) uses the Services in a manner that means that the delivery of them by Us, and/or the use and access of them by you, your Group or Users means that We are a Service Provider to them under the terms of the CCPA and/or CPRA, then the terms of Our CCPA/CPRA Addendum available at xxx.xxxxxx.xxx/xxxxx will apply and are incorporated by reference into this MSA. You must execute a copy of these documents where relevant to your use. If there is any conflict between the relevant document and this MSA in respect of the parties’ respective privacy and security obligations under the relevant DPL, the terms of the relevant additional processing terms shall control.
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Additional Processing Terms. If relevant to your use of the Services, the terms of Our data processing addendum Business Associate Agreement will apply and are incorporated by reference . These documents are available at xxx.xxxxxx.xxx/xxxxx.
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Additional Processing Terms. Recipient will only Process Support Data on behalf of Discloser and in accordance with Recipient’s written instructions as set forth in the Main Agreement and this DPA. If Recipient determines that additional Processing of Support Data is required by Data Protection Requirements, it shall inform Discloser of the applicable requirement in writing before such Processing (to the extent permitted by applicable law). Any additional or different instructions require a signed agreement between the Parties and may be subject to additional fees. For the avoidance of doubt, Discloser’s instructions for the Processing of Support Data shall comply with Data Protection Requirements. Discloser shall have sole responsibility for the accuracy, quality, and legality of Support Data and the means by which Discloser acquired Support Data. Recipient will immediately inform Discloser if, in its opinion, an instruction from 1 Please see xxxxx://xxx.xxx.xx/for-organisations/guide-to-data-protection/guide-to-the-general-data-protection-regulation-gdpr/international-data-transfer-agreement-and- guidance/ Discloser infringes the Data Protection Requirements, provided, however, Recipient is not responsible for performing legal research and/or for providing legal advice to Discloser. No Personal Data is Processed under the DPA as consideration for any Resale Services or Juniper Products and Services. Recipient will not Process Business Contact Data for any purposes incompatible with the intended purpose of the disclosure to Recipient.
Sample 1

Related to Additional Processing Terms

  • Definitions and Accounting Terms Section 1.01.

  • Definitions Accounting Terms 1 Section 1.1 DEFINITIONS.........................................................................1 Section 1.2

  • Accounting Terms and Calculations Except as may be expressly provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. To the extent any change in GAAP affects any computation or determination required to be made pursuant to this Agreement, such computation or determination shall be made as if such change in GAAP had not occurred unless the Borrower and the Bank agree in writing on an adjustment to such computation or determination to account for such change in GAAP.

  • Controlling Terms In the event of any conflict or inconsistency between the terms of this Section 5 and the terms of the Escrow Agreement, the terms of the Escrow Agreement shall govern.

  • Shipping Terms All deliveries will be F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by the Contractor.

  • Remaining Terms The rest and remaining terms of the Redevelopment Agreement are hereby incorporated into this Memorandum as if they were set forth in full. A full and correct copy of the Redevelopment Agreement may be inspected at the office of the City Clerk of Lincoln, Nebraska.

  • Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to clauses (ii), (iii) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in subsection 6.1(v)). Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in subsection 5.3. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Company, Administrative Agent or Requisite Lenders shall so request, Administrative Agent, Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1(v).

  • Accounting Terms (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

  • Additional Procedures Once initiated by an Auction Notice, the applicable Purchasing Borrower Party may withdraw an Auction Purchase Offer only if no Qualifying Bid has been received by the Auction Manager at the time of withdrawal. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be withdrawn, modified, revoked, terminated or cancelled by a Lender. However, an Auction Purchase Offer may become void if the conditions to the purchase set forth in Section 9.04(g) of the Credit Agreement are not met. The purchase price in respect of each Qualifying Bid for which purchase by the applicable Purchasing Borrower Party is required in accordance with the foregoing provisions shall be paid directly by such Purchasing Borrower Party to the respective assigning Lender on a settlement date as determined jointly by such Purchasing Borrower Party and the Auction Manager (which shall be not later than ten Business Days after the date Return Bids are due). The applicable Purchasing Borrower Party shall execute each applicable Affiliated Lender Assignment and Assumption received in connection with a Qualifying Bid. All questions as to the form of documents and eligibility of Term Loans that are the subject of an Auction Purchase Offer will be determined by the Auction Manager, in consultation with the applicable Purchasing Borrower Party, and their determination will be final and binding so long as such determination is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. The Auction Manager’s interpretation of the terms and conditions of the Auction Notice, in consultation with the applicable Purchasing Borrower Party, will be final and binding so long as such interpretation is not inconsistent with the terms of Section 9.04(g) of the Credit Agreement or this Exhibit G. None of the Administrative Agent, the Auction Manager or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the applicable Purchasing Borrower Party, the Loan Parties or any of their respective Affiliates (whether contained in an offering document or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information. Notwithstanding anything to the contrary contained herein or in any other Loan Document, this Exhibit G shall not require any Purchasing Borrower Party to initiate any Auction Purchase Offer. EXHIBIT H [FORM OF] AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Affiliated Lender Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions referred to below and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

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