EEA Clause Samples

EEA. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Securities which are the subject of the offering contemplated by this Prospectus to the public in that Relevant Member State other than:

EEA. 1 As we shall see, many of the points made in relation to Art. 3 EEA may therefore equally apply as far as Art. 2 SCA is concerned. However, since Art. 2 SCA has never been the subject of interpretation by the EFTA Court, much of the follow- ing will necessarily be based on a certain amount of conjecture. There are proba- ▇▇▇ more unanswered questions therefore concerning the potential scope and re- mit of Art. 2 SCA than those which still exist with regards to Art. 3 EEA.

EEA a. The definition of “Applicable Data Protection Laws” includes the General Data Protection Regulation (EU 2016/679)(“GDPR”). b. When ▇▇▇▇▇▇ engages a Subprocessor under Section 7 (Subprocessing), it will: (i) require any appointed Subprocessor to protect Personal Data to the standard required by Applicable Data Protection Laws, such as including the same data protection obligations referred to in Article 28(3) of the GDPR, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR; and (ii) require any appointed Subprocessor to agree in writing to only process data in a country that the European Union has declared to have an “adequate” level of protection; or to only process data on terms equivalent to the Standard Contractual Clauses.

EEA. The Court notes in this context that EFTA citizens and economic operators benefit from the obligation of courts of the EU Member States against whose decision there is no judicial remedy under national law to make a reference to the ECJ (see Case C-452/01 ▇▇▇▇▇▇ and Schlössle ▇▇▇▇▇▇▇▇▇▇▇ [1993] ECR I-9743)”.76

EEA. In a recent Letter of Formal Notice, ESA has for example claimed that the actions of Lichtenstein authorities – by enacting new national legislation at odds with the ECJ’s decision in Test-Achats, and failing to confer more generally with ESA in the specific situation – constituted two indigenous breaches of Art.

EEA. Neither Holdings nor any Credit Party is an Affected Financial Institution.

EEA. Neither Borrower nor any Guarantor is an EEA Financial Institution.

EEA. 2.1. The definition of “Data Protection Laws” includes the General Data Protection Regulation (EU 2016/679) (“GDPR”). 2.2. When Smartsheet engages a Subprocessor, it will: 2.2.1. require any appointed Subprocessor to protect Customer Personal Data to the standard required by applicable Data Protection Laws, such as including the same data protection obligations referred to in Article 28(3) of the GDPR, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR; and 2.2.2. require any appointed Subprocessor to agree in writing to only process data in a country that the European Union has declared to have an “adequate” level of protection; or to only process data on terms equivalent to the Standard Contractual Clauses.

EEA. No Loan Party is an EEA Financial Institution. (h) Amendment to Section 5.2 (