Where one Party is Controller and the other Party its Processor Sample Clauses

Where one Party is Controller and the other Party its Processor. 2. Where a Party is a Processor, the only processing that it is authorised to do is listed in Annex 1 (Processing Personal Data) by the Controller.
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Where one Party is Controller and the other Party its Processor. Where a Party is a Processor, the only processing that it is authorised to do is listed in Annex 1 (Processing Personal Data) by the Controller. The Processor shall notify the Controller immediately if it considers that any of the Controller’s instructions infringe the Data Protection Legislation. The Processor shall provide all reasonable assistance to the Controller in the preparation of any Data Protection Impact Assessment prior to commencing any Processing. Such assistance may, at the discretion of the Controller, include: a systematic description of the envisaged Processing and the purpose of the Processing; an assessment of the necessity and proportionality of the Processing in relation to the Solution; an assessment of the risks to the rights and freedoms of Data Subjects; and the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data. The Processor shall, in relation to any Personal Data Processed in connection with its obligations under this Agreementt: Process that Personal Data only in accordance with Annex 1 (Processing Personal Data), unless the Processor is required to do otherwise by Law. If it is so required, the Processor shall promptly notify the Controller before Processing the Personal Data unless prohibited by Law; ensure that it has in place appropriate technical and organisational measures which the Controller may reasonably reject (but failure to reject shall not amount to approval by the Controller of the adequacy of the technical and organisational measures) having taken account of the: nature of the data to be protected; harm that might result from a Data Breach; state of technological development; and cost of implementing any measures; ensure that: the Processor Personnel do not Process Personal Data except in accordance with this Agreement (and in particular Annex 1 (Processing Personal Data)); it takes all reasonable steps to ensure the reliability and integrity of any Processor Personnel who have access to the Personal Data and ensure that they are: are aware of and comply with the Processor’s duties under this Fourth Schedule and Clause 24 (Confidential Information); are subject to appropriate confidentiality undertakings with the Processor or any Sub-processor; are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by...
Where one Party is Controller and the other Party its Processor. 2. Where a Party is a Processor, the only Processing that it is authorised to do is listed in Appendix 1 (Processing Personal Data) by the Controller and may not be determined by the Processor. The Term “processing” and any associated Terms are to be read in accordance with Article 4 of the UK GDPR.

Related to Where one Party is Controller and the other Party its Processor

  • Disputes between the Contracting Parties 1. Any dispute between the Contracting Parties concerning the interpretation or application of this Agreement shall, as far as possible, be settled through negotiation.

  • Sub-processors 8.1. The Data Processor has outlined in the Data Pro Statement whether the Data Processor uses any third parties (sub-processors) to help it process the Personal Data, and if so, which third parties.

  • Settlement of Disputes between the Contracting Parties 1. Disputes between the Contracting Parties concerning the interpretation or application of this Agreement should, if possible, be settled through diplomatic channels.

  • Disputes between a Contracting Party and an Investor of the other Contracting Party

  • Sub-processor For the purposes of this Agreement, the term “Sub-processor” (sometimes referred to as the “Subcontractor”) means a party other than LEA or Provider, who Provider uses for data collection, analytics, storage, or other service to operate and/or improve its software, and who has access to PII.

  • INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees (the “Indemnitees,” and each an “Indemnitee”), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met:

  • Direction to Account Debtors; Contracting Parties; etc Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs any Grantor, such Grantor agrees (i) to cause all payments on account of the Accounts and Contracts to be made directly to a cash account held by the Collateral Agent (the “Cash Collateral Account”), (ii) that, upon concurrent notice to such Grantor, the Collateral Agent may directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (i), and (iii) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may, in consultation with such Grantor, adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Without notice to or assent by any Grantor, the Collateral Agent may (at the direction of the holders of the Notes), upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Indenture Obligations in the manner provided in Section 4.01 of the Indenture. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (ii) to the relevant Grantor; provided, that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 4 and (y) no such notice shall be required if an Event of Default of the type described in Sections 6.01(7) or (8) of the Indenture has occurred and is continuing.

  • Further Agreements of the Company and the Underwriters (a) The Company agrees:

  • No Contractual Relationship Between Subservicers and the Trustee Any subservicing arrangement that may be entered into and any other transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be solely between the Subservicer and the Master Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties, or liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 3.05.

  • Concerning the Collateral and the Related Loan Documents Each Lender authorizes and directs the Agent to enter into this Agreement and the other Loan Documents relating to the Collateral, for the ratable benefit of the Agent and the Lenders. Each Lender agrees that any action taken by the Agent, Majority Lenders or Required Lenders, as applicable, in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral, and the exercise by the Agent, the Majority Lenders, or the Required Lenders, as applicable, of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.

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