Privacy and Security Commitments Sample Clauses

Privacy and Security Commitments. (a) With respect to all privacy and security commitments for Personally Identifiable Information (as defined below) or payment card information associated with the Company’s or any Subsidiary’s customers (including applicable Laws, agreements, terms and conditions, privacy policies, and privacy certification license agreements applicable to such information) (the “Commitments”): (i) the Company and each Subsidiary is in compliance with the Commitments; (ii) neither the Company nor any Subsidiary has received written inquiries from any Governmental Authority regarding the Commitments; (iii) no applicable certification organization has provided written notice to the Company that such organization has found the Company or any Subsidiary to be out of compliance with such Commitments; and (iv) to the Knowledge of Sellers, there have been no security breaches with respect to any of its products or related data resulting in unauthorized access to or acquisition of such information.
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Privacy and Security Commitments. With respect to all Personally Identifiable Information or other information protected by Law obtained by the Company, and all agreements, terms, conditions and privacy certification license agreements applicable to such Personally Identifiable Information (collectively, the “Privacy Commitments”): (a) the Company is in material compliance with the Privacy Commitments; (b) the Company has not received written inquiry from any Governmental Entity regarding the Privacy Commitments; (c) if applicable, the Privacy Commitments have not been rejected by any applicable certification organization that has reviewed the Privacy Commitments or to which any of the Privacy Commitments have been submitted; (d) no applicable certification organization has found the Company to be out of compliance with the Privacy Commitments; and (e) to the Company’s knowledge, there have been no security breaches with respect to any of the Company’s products or related data resulting in unauthorized access to or acquisition of any Personally Identifiable Information.
Sample 1
Privacy and Security Commitments. With respect to all Personally Identifiable Information or other information protected by applicable Legal Requirements (including, without limitation, HIPAA or equivalent Legal Requirements applicable in Canada or any other jurisdiction in which the Company or any of its Subsidiaries does business as of the date hereof), obtained by the Company or any of its Subsidiaries in the conduct of the Business, and all agreements, terms and conditions and privacy certification license agreements applicable to such Personally Identifiable Information (collectively, the “Privacy Commitments”): (a) the Company and each of its Subsidiaries is in material compliance with the Privacy Commitments; (b) all Privacy Commitments adopted by the Company or any of its Subsidiaries are in compliance with all Legal Requirements; (c) neither the Company nor any of its Subsidiaries has received written inquiries from any Governmental Body regarding the Privacy Commitments; (d) there are no pending or, to the Knowledge of the Company, threatened Legal Proceedings regarding the Privacy Commitments or compliance with the Privacy Commitments; (e) if applicable, the Privacy Commitments have not been rejected by any applicable certification organization which has reviewed the Privacy Commitments or to which any of the Privacy Commitments have been submitted; (f) no applicable certification organization has found the Company or any of its Subsidiaries to be out of compliance with the Privacy Commitments; and (g) to the Company’s Knowledge, there have been no security breaches with respect to any of the Company’s or its Subsidiaries’ products or related data resulting in unauthorized access to or acquisition of any Personally Identifiable Information. The Company and each of its Subsidiaries has at all times complied in all respects with the rules applicable to the Company or any of its Subsidiaries to the extent any of them constitute a “Business Associate,” as defined by HIPAA, and the terms of all “Business Associate Agreements” any of the Company or any of it Subsidiaries has executed with any “Covered Entity,” each as defined and described by HIPAA.
Sample 1
Privacy and Security Commitments. Except as set forth on Section 2.15 of the Seller Disclosure Schedule, with respect to all privacy and security commitments for personally identifiable information or payment card information associated with the Company’s or any Subsidiary’s customers (including the Australian Privacy Act and other applicable Laws, agreements, terms and conditions, privacy policies, and privacy certification license agreements applicable to such information) (the “Commitments”): (i) the Company and each Subsidiary is in material compliance with the Commitments; (ii) neither the Company nor any Subsidiary has received written inquiries from the Federal Trade Commission or any other Governmental Authority regarding the Commitments; (iii) the Commitments have not been rejected by any applicable certification organization which has reviewed such Commitments or to which any such Commitments have been submitted; (iv) no applicable certification organization has provided written notice to the Company that such organization has found the Company or any Subsidiary to be out of compliance with such Commitments; (v) electronic mail distribution lists have been scrubbed prior to the date hereof to remove email addresses associated with individuals who have opted out of receiving commercial electronic mail messages; and (vi) to the Knowledge of the Seller, there have been no security breaches with respect to any of its products or related data resulting in unauthorized access to or acquisition of such information.
Sample 1
Privacy and Security Commitments. With respect to all privacy and security commitments for Personally Identifiable Information or protected payment card information associated with Seller’s customers (including applicable Laws, agreements, terms and conditions and privacy certification license agreements applicable to such information) (collectively, the “Commitments”): (i) Seller is in compliance with the Commitments; (ii) Seller has not received inquiries from the Federal Trade Commission or any other Governmental Authority regarding the Commitments; (iii) there are no pending or, to the Knowledge of Seller, Shareholder or Parent, threatened Actions or Proceedings regarding the Commitments or compliance with the Commitments; (iv) the Commitments have not been rejected by any applicable certification organization which has reviewed the Commitments or to which any of the Commitments have been submitted; (v) no applicable certification organization has found the Seller to be out of compliance with the Commitments; (vi) neither the transactions contemplated hereunder nor the resulting transfers of Personally Identifiable Information will constitute violations of the Commitments; (vii) the transactions contemplated hereunder may be effected in accordance with the Commitments in the manner as agreed by the parties; (viii) electronic mail distribution lists have been scrubbed prior to the date hereof to remove email addresses associated with individuals who have opted out of receiving commercial electronic mail messages; and (ix) there have been no security breaches with respect to any of its products or related data resulting in unauthorized access to or acquisition of such information.
Sample 1

Related to Privacy and Security Commitments

  • Borrowing and Security To borrow funds and to mortgage and pledge the assets of the Trust or any part thereof to secure obligations arising in connection with such borrowing;

  • Privacy and Security (a) The Service Provider shall not transmit or store any AHS data outside the borders of Canada, nor transmit any AHS data in Canada to any party not specifically contemplated in this Agreement, without AHS’s prior written consent to each such data transmittal, which consent may be arbitrarily and unreasonably withheld.

  • PERSONAL INFORMATION PRIVACY AND SECURITY CONTRACT 11 Any reference to statutory, regulatory, or contractual language herein shall be to such language as in 12 effect or as amended.

  • Commitment to Issue Letters of Credit Subject to the terms and conditions hereof, and so long as no Stop Issuance Notice is in effect, each Issuing Bank in reliance upon the agreements of the other Banks set forth in this Section 2.18 agrees to issue Letters of Credit from time to time before the Letter of Credit Termination Date applicable to such Issuing Bank upon the request of the Borrower; provided that immediately after each Letter of Credit is issued (x) the Total Outstanding Amount shall not exceed the aggregate amount of the Commitments, (y) the aggregate amount of the Letter of Credit Liabilities of all Banks shall not exceed $100,000,000 and (z) the aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Commitment without the consent of such Issuing Bank; and provided further that if (i) the Termination Date has been extended as to some but not all Banks pursuant to Section 2.01(b) and (ii) the Borrower requests the issuance of a Letter of Credit which expires later than the Letter of Credit Termination Date in effect prior to such extension, then compliance with clause (x) above shall be determined solely with reference to the Banks whose Commitments have been so extended. If the Borrower so requests (in order to accommodate a Letter of Credit having an available amount greater than an Issuing Bank’s Letter of Credit Commitment or otherwise), an Issuing Bank may assign all or a portion of its Letter of Credit Commitment to another Issuing Bank that agrees to accept such assignment. Upon the date of issuance by an Issuing Bank of a Letter of Credit, such Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from such Issuing Bank, a participation in such Letter of Credit and the related Letter of Credit Liabilities in the proportion its respective Commitment bears to the aggregate Commitments. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Bank’s proportion of the Commitments at each time such Bank’s Commitment is amended pursuant to an increase of the Commitments in accordance with Section 2.17, an assignment in accordance with Section 9.06 or otherwise pursuant to this Agreement.

  • The Letter of Credit Commitments (i) Subject to the terms and conditions set forth herein, (A) each Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.13 and within the limits of its L/C Commitment, (1) from time to time on any Business Day until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or one or more Alternative Currencies for the account of the Company or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Company or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (1) the Dollar Equivalent of the aggregate Outstanding Amount of all Loans and L/C Obligations shall not exceed the aggregate Revolving Loan Commitments, (2) the Dollar Equivalent of the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Commitment Ratio of the Dollar Equivalent of the Outstanding Amount of all L/C Obligations plus such Lender’s Commitment Ratio of the Swingline Loans then outstanding shall not exceed such Lender’s Commitment, (3) the Dollar Equivalent of the Outstanding Amount of the L/C Obligations in respect of Letters of Credit issued by such Issuing Bank shall not exceed the Dollar Equivalent of such Issuing Bank’s L/C Commitment, (4) the Dollar Equivalent of the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (5) the Dollar Equivalent of the aggregate outstanding principal amount of Advances and the Outstanding Amount of Letters of Credit, in each case denominated in any Alternative Currency, exceeds the Alternative Currency Sublimit; and provided, further, that none of Barclays Bank PLC, Royal Bank of Canada or Xxxxxx Xxxxxxx Bank, N.A. shall have any obligation to issue commercial letters of credit. Each request by the Company for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Company that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Each letter of credit listed on Schedule 2 shall be deemed to constitute a Letter of Credit issued hereunder, and each Lender that is an issuer of such a Letter of Credit shall, for purposes of this Section 2.13, be deemed to be an Issuing Bank for each such letter of credit, provided than any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

  • Conditions Precedent to Loans and Letters of Credit 57 Section 3.1. Conditions to Effectiveness 57 Section 3.2. Conditions to Each Credit Event 60 Section 3.3. Delivery of Documents 60

  • CONDITIONS TO LOANS AND LETTERS OF CREDIT The obligations of Lenders to make Loans and the issuance of Letters of Credit hereunder are subject to the satisfaction of the following conditions.

  • Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require.

  • CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT The obligation of each Lender to make Loans and of the Issuing Lender to issue Letters of Credit hereunder is subject to the performance by each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making of any such Loans or issuance of such Letters of Credit and to the satisfaction of the following further conditions:

  • The Letter of Credit Commitment (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

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