Authority to Contract Vendor warrants that it is a validly organized business with valid authority to enter into this Agreement and that entry into and performance under this Agreement is not restricted or prohibited by any loan, security, financing, contractual or other agreement of any kind, and notwithstanding any other provision of this Agreement to the contrary, that there are no existing legal proceedings, or prospective legal proceedings, either voluntary or otherwise, which may adversely affect its ability to perform its obligations under this Agreement.
Governmental Body “Governmental Body” shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or Entity and any court or other tribunal).
Representative's Authority To Contract By signing this contract, the representative of the contractor thereby represents that such person is duly authorized by the contractor to execute this contract on behalf of the contractor and that the contractor agrees to be bound by the provisions thereof.
No Authority to Bind Company Consultant acknowledges and agrees that Consultant and its Assistants have no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.
No Order or Injunction No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the External Distribution or any of the related transactions shall be in effect, and no other event outside the control of RemainCo shall have occurred or failed to occur that prevents the consummation of the External Distribution or any of the related transactions.
Authority to Bind Each individual who executes this Agreement on behalf of a party represents that he/she is duly authorized to execute this Agreement on behalf of that party and is operating within the scope of his/her authority.
No Authority to Bind No Broker or affiliated licensee of Broker, by virtue of this status, shall have any authority to bind any party hereto to any contract, provisions herein, amendments hereto, or termination hereof. However, if authorized in this Agreement, Broker shall have the right to accept notice on behalf of a party. Additionally, any Broker or real estate licensee involved in this transaction may perform the ministerial act of filling in the Binding Agreement Date. In the event of a dispute over the Binding Agreement Date, it may only be resolved by the written agreement of the Buyer and Seller.
COMPETENT SUPERVISORY AUTHORITY Identify the competent supervisory authority/ies in accordance with clause 13 [Data exporter to complete, depending on which arm of clause 13.1 is engaged] Annex 2 TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA EXPLANATORY NOTE: The technical and organisational measures must be described in specific (and not generic) terms. See also the general comment on the first page of the Appendix, in particular on the need to clearly indicate which measures apply to each transfer/set of transfers. Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons. This Annex provides MicroStrategy’s current technical and organizational security measures to protect the confidentiality, integrity and availability of personal data with MicroStrategy’s products and services. MicroStrategy may change these measures at any time without notice so long as it maintains a comparable or better level of security. Measures of pseudonymisation and encryption of personal data o MicroStrategy requires that personal data is encrypted at rest and in transit. This can be achieved through application-level encryption, filesystem encryption or hardware-based encryption at a storage media level. Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services o MicroStrategy has established processes that incorporate security into the evaluation of a vendor, system, or service to ensure the confidentiality, integrity and availability of its data. o MicroStrategy has established rules of behaviour that are documented in its Acceptable Use Policy. The MicroStrategy Acceptable Use Policy provides common rules on the appropriate use of all MicroStrategy information technology resources for all users, including employees, interns, and contractors. Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident o MicroStrategy has taken steps to ensure its business continue to operate, even during a disaster disrupting normal mode of operation. Critical systems and services have been identified and regular exercises are being held to ensure that personnel are prepared in the event that disaster recovery procedures must be invoked. o Backups are completed nightly, ensuring that critical systems can be restored with minimal data loss. o MicroStrategy has established incident response procedures, allowing for handling of incidents in a timely and controlled manner and in accordance with applicable law and obligations. o MicroStrategy has defined contingency plan(s) for its critical systems. Those plan(s) are tested at least annually and updated as needed. Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing o Independent third-party audits/certifications: SOC-2: MicroStrategy has an independent accountant firm conduct an annual SOC-2 compliance audit of its Hosted Service, which is available to customers upon request. ISO27001:2013: MicroStrategy has an independent accountant firm conduct an annual ISO27001 recertification of its Hosted Service. The certification letter is available to customers upon request. o MicroStrategy has contracted with an independent third party to conduct an annual risk assessment of its Hosted Service. o Vulnerability Scans MicroStrategy has established weekly internal scans of its systems, identifying security vulnerabilities that need to be addressed. Quarterly external scans are part of the PCI-DSS compliance efforts, to identify if there are any remotely exploitable vulnerabilities, in the Hosted Service, accessible from the Internet. o Independent third-party pen-test: Semi-annual pen-tests are performed as part of the PCI-DSS compliance efforts of the Hosted Service. o Internal Security Assessments MicroStrategy conducts Health Insurance Portability and Accountability Act (HIPAA) self- assessments at least annually. MicroStrategy performs an annual self-assessment for PCI-DSS compliance of its Hosted Service. o Risk Assessment: MicroStrategy conducts independent third-party risk assessments at least annually for its Hosted Service. Measures for user identification and authorisation o MicroStrategy has established Identification and Authentication Policy and Procedures for its critical systems. o MicroStrategy has implemented physical access controls at all of our offices, requiring employees and onsite contractors to authenticate before entering the premises or special sections in the office. Third party hosting providers are required to provide evidence that physical access control requirements are met. o MicroStrategy has implemented system access control for all systems that are not for public access. Access control includes the usage of a username and a complex password and, with critical systems, multifactor authentication leveraging one-time credentials. o MicroStrategy has implemented network access control at all the ingress and egress network points. All network traffic is denied by default. Only traffic that meets an access control rule is allowed into the corporate network. Measures for the protection of data during transmission o MicroStrategy requires that data is encrypted during transit by leveraging common industry protocols as Transport Layer Security (TLS) or Virtual Private Networks (VPN). o Encrypted communication is used for all sensitive communication between systems. Measures for the protection of data during storage o MicroStrategy requires that data is encrypted during storage by leveraging common industry protocols such as AES-256bit level of encryption. o Encrypted storage of sensitive information is available for customers of the Hosted Service, ensuring the confidentiality of their data. Measures for ensuring physical security of locations at which personal data are processed o MicroStrategy requires that its data center hosting providers meet at a minimum SOC-2 and ISO27001 requirements. Hosting providers that host systems storing or processing regulated customer data (e.g., Protected Health Information (PHI) or card holder data) are required to have additional attestations in place, ensuring compliance and alignment with laws, regulations and business needs. o MicroStrategy uses Public Cloud service providers, e.g Amazon Web Services (AWS), Microsoft Azure, and Google Cloud, as Sub-Processors providing the Hosted Service. The Public Cloud service providers meet SOC-2, ISO27001, HIPAA and PCI-DSS requirements. Each year MicroStrategy requests the Public Cloud service providers to provide updated documentation that demonstrate their compliance with those security standards/frameworks. Measures for ensuring events logging o Critical log events have been identified for all critical systems. These critical log events include information that is meaningful in identifying security incidents. o A third-party 24x7 monitoring services conducts log reviews, analysis and reporting and notifies MicroStrategy in case suspicious events are identified. o MicroStrategy has installed file integrity monitoring on critical systems. Any unauthorized change of files monitored would be detected and investigated. o Logs for critical systems are maintained according to the retention time required by law, regulation, business need or standard best practice. Measures for ensuring system configuration, including default configuration o MicroStrategy has established secure baseline configuration for its critical systems. Baselines are reviewed and updated as new security threats or needs are identified. o Hardening of systems is part of the deployment of new critical systems. o MicroStrategy has established a configuration management plan that identifies tools, methods, and processes on how changes are being implemented with its critical systems. Measures for internal IT and IT security governance and management o MicroStrategy has defined an IT governance program that addresses security. It establishes “security gates” with projects, ensuring that requirements and design address potential security threats. Measures for certification/assurance of processes and products o MicroStrategy has established change control processes for its critical systems. Every change request must be reviewed for impact, back-out procedure and approved by the Change Control Board (CCB). Measures for ensuring data minimisation o Data minimisation is conducted on a regular basis with systems or when deemed necessary to ensure only the minimum amount of necessary data is retained. Measures for ensuring data quality o File integrity monitoring is used to ensure that critical systems are protected from unauthorized changes by users or malicious code. o Malicious code protection uses a next generation based third party vendor solution that identifies malicious behaviour and allows roll-back of any actions taken. Measures for ensuring limited data retention o Data is retained on systems only for as long as deemed necessary to ensure system operability or as determined by contractual agreement. Measures for ensuring accountability o MicroStrategy adjusts access rights of personnel whenever they are transferred or assume different responsibilities. o MicroStrategy revokes all access of employees upon termination. Measures for allowing data portability and ensuring erasure o MicroStrategy has established Digital Media Handling Procedures addressing media access, media marking, media storage, media transport and media sanitization. For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter. MicroStrategy may use its own affiliated companies as sub-processors for the purposes of providing its products and services to its customers. MicroStrategy’s affiliated companies use many of the technical and organizational security measures described above to protect the confidentiality, integrity and availability of personal data. In addition, MicroStrategy uses certain third-party sub-processors to fulfill its contractual obligations to its customers or to provide certain services on its behalf. Information regarding the specific technical and organizational measures taken by MicroStrategy’s sub-processors can be found at the following MicroStrategy websites, which list its sub-processors that are currently engaged to carry out specific processing activities: https:// xxxxxxxxx.xxxxxxxxxxxxx.xxx/x/xxxxxxx/XXXX-Xxxxx-Xxx-Xxxxxxxxxx xxxxx://xxxxxxxxx.xxxxxxxxxxxxx.xxx/s/article/GDPR-Technical-Support-Sub-Processors xxxxx://xxxxxxxxx.xxxxxxxxxxxxx.xxx/s/article/GDPR-Consulting-Sub-Processors-List On behalf of the data exporter: Name (written out in full): Position: Address: Other information necessary in order for the contract to be binding (if any): (stamp of organisation) On behalf of the data importer: Name (written out in full): Xxxxx Le Position: President and Treasurer Address: 0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx, XX 00000, X.X.X. Other information necessary in order for the contract to be binding (if any): Signature………………………………………. Signature……………………………………….
No Order No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger.
Governmental Entity The government of Singapore, any political subdivision of Singapore (which, for the avoidance of doubt, includes a state, province, county, or municipality), or any wholly owned agency or instrumentality of Singapore or any one or more of the foregoing (each, a “Singaporean Governmental Entity”). This category is comprised of the integral parts, controlled entities, and political subdivisions of Singapore.