Security Events Sample Clauses

Security Events. Without limiting any obligation of SaaS Provider herein, if at any time SaaS Provider discovers or otherwise becomes aware of any Security Event that impacts the Client, SaaS Provider will: (i) immediately notify Client of such Security Event and furnish Client with the full details of such Security Event; and (ii) cooperate with Client in any effort, action, or proceeding to protect the End User and/or Cardholder Data and to mitigate and/or remediate the impact of the Security Event, as such may be deemed necessary by Client and/or required by applicable laws or regulations, including breach notification laws and credit reporting laws. In the event of any Security Event, or at any time if requested by Client, SaaS Provider will, with prior reasonable notice, permit Client, a Payment Card Industry (“PCI”) representative, and/or a PCI approved third party (individually or collectively, the “PCI Auditor”), to conduct a thorough review of SaaS Provider’s books, records, files, computer processors, equipment, systems, physical and electronic log files, and facilities relating to the Services, to investigate or remediate a Security Event or validate and confirm SaaS Provider’s compliance with the Security Requirements (the “Breach Audit”). SaaS Provider will provide the PCI Auditor with full cooperation and access to enable such Breach Audit. If any Breach Audit identifies any failure of SaaS Provider to comply with the Security Requirements, SaaS Provider will promptly repair and/or remedy any such failure and deliver written notice of such efforts and remedy to Client. In any such audit above, SaaS Provider may charge Client reasonable fees for use of SaaS Provider’s personnel during such audits and determine reasonable access restrictions as required to protect other clients, except to the extent such audit arose due to a Security Event or SaaS Provider’s failure to maintain the required certifications or comply with its material security obligations under this Agreement.
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Security Events. If a Negative Security Event occurs during a Positive Security Period, as promptly as practicable after the occurrence of such Negative Security Event, and in any event on or before the Security Perfection Date in respect thereof, take or cause to be taken the following actions:
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Security Events. Each of the following shall be a security event ("Security Event") hereunder unless waived by the Majority Banks in writing:
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Security Events. Each of the following shall be a security event ("Security Event") hereunder unless waived by a Required Majority of Banks in writing: (a) the occurrence of an Event of Default hereunder; (b) the financial statements required by Section 8.02(a)(ii) hereof are accompanied by an opinion which contains a qualification which is, in the reasonable judgment of a Simple Majority of Banks, adverse; (c) the Loan Parties fail to comply with Section 8.01(e) (i) for a period of five (5) Business Days after Borrower becomes aware thereof without giving effect to any adjustment pursuant to Sections 8.01(e) (ii) or 5.01(cc); (d) either (i) any of the Loan Parties is required immediately to grant, or grants, any Liens in any of its assets in favor of the holders of any Permitted Additional Senior Indebtedness, or (ii) any event shall occur which permits the holders of any Permitted Additional Senior Indebtedness to require any Loan Party to grant any Liens in any of its assets in favor of the holders of such Permitted Additional Senior Indebtedness. 7.03
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Security Events. 84 7.03 Release of Liens. . . . . . . . . . . . . . . . .84
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Security Events. (a) The occurrence of any of the following shall constitute a “Security Event” under this Amendment:
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Security Events. “Security Event” means any event that jeopardizes the confidentiality, integrity, or availability of Bank Confidential Information. Security Events include an actual or reasonably suspected loss, theft, misuse, unauthorized disclosure or acquisition of, or unauthorized access to Bank Confidential Information, regardless of whether it creates a likelihood of harm. The Firm must notify the Bank as soon as practically possible, but in no event more than one day from when the Firm, its personnel, subcontractors, contractors or affiliates become aware of a Security Event. This notification must occur without delay on account of business hours, holiday or otherwise even if it means notifying the Bank before the Firm has commenced or completed its own investigation into the cause or extent of the Security Event. Notice should be given to the Bank pursuant to section 7 of this Agreement. The Firm agrees to promptly: (i) investigate the Security Event; (ii) act on the Bank’s reasonable request for investigative steps; (iii) regularly report detailed findings as to the cause and impact of the Security Event; (iv) reasonably cooperate with the Bank in its efforts to remediate and make proper notifications to individuals or entities effected; and (v) upon the Bank’s request, promptly provide progress reports regarding any investigation or remediation efforts. If the Bank provides notice to any individual, entity, or government agency as a result of a Security Event attributable to the Firm’s breach of the terms of this Section 11(e), the Firm shall: (i) reimburse the Bank for its reasonable, out-of-pocket costs in notifying any such affected individual, entity, and/or agency and for the costs in notifying any other affected individual (regardless of whether the Bank has a legal obligation to provide such notification to such individual) whose Bank Confidential Information of the same type was also the subject of such Security Event; and (ii) and, if credit monitoring is reasonably determined to be an appropriate remedy by the Bank in light of the risks posed by the Security Event and the nature of the personally identifiable information compromised, the Firm shall reimburse the Bank for its reasonable, out-of-pocket cost of providing to each such affected individual one (1) year (or longer if required by law) of credit monitoring services from a nationally-recognized supplier of such services; provided, however, that the Firm’s liability for the provision of such cred...
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Related to Security Events

  • XXXX Events Notwithstanding anything to the contrary set forth herein, no XXXX Event may be closed until the date that is (a) if there are no Collateral Properties in a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), twenty (20) days or (b) if there are any Collateral Properties in a “special flood hazard area”, sixty (60) days, after the Administrative Agent has delivered to the Lenders the following documents in respect of such Property: (i) a completed flood hazard determination from a third party vendor; (ii) if such Property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by applicable Flood Laws, evidence of required flood insurance with respect to which flood insurance has been made available under applicable Flood Laws; provided that any such XXXX Event may be closed prior to such period expiring if the Administrative Agent shall have received confirmation from each Lender that such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction.

  • Interim Events Since December 31, 2000, except as Previously Disclosed, neither Seller nor its Subsidiaries have paid or declared any dividend or made any other distribution to shareholders or taken any action which if taken after the date hereof would require the prior written consent of Buyer pursuant to Section 5.6 hereof.

  • Casualty Events Not later than ten (10) Business Days following the receipt of any Net Cash Proceeds from a Casualty Event by any Group Member, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(h) and (i); provided that

  • Trigger Events The Employee shall be entitled to collect the severance benefits set forth in Subsection (b) hereof in the event that either (i) the Employee voluntarily terminates employment for any reason within the 30-day period beginning on the date of a Change in Control, (ii) the Employee voluntarily terminates employment within 90 days of an event that both occurs during the Protected Period and constitutes Good Reason, or (iii) the Bank or the Company or their successor(s) in interest terminate the Employee's employment without his written consent and for any reason other than Just Cause during the Protected Period.

  • Certain Events of Default The following Events of Default will apply to the parties as specified below, and the definition of “Event of Default” in Section 14 is deemed to be modified accordingly:

  • Extraordinary Events No fault if failure due to an Extraordinary Event

  • DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS In disposing of Collateral hereunder, Bank may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereof, may be applied by Bank to the payment of expenses incurred by Bank in connection with the foregoing, including reasonable attorneys’ fees, and the balance of such proceeds may be applied by Bank toward the payment of the Indebtedness in such order of application as Bank may from time to time elect. Upon the transfer of all or any part of the Indebtedness, Bank may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferred, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferred; but with respect to any Collateral or Proceeds not so transferred, Bank shall retain all rights, powers, privileges and remedies herein given.

  • Certain Events If any event occurs of the type contemplated by the adjustment provisions of this Paragraph 4 but not expressly provided for by such provisions, the Company will give notice of such event as provided in Paragraph 4(g) hereof, and the Company's Board of Directors will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock acquirable upon exercise of this Warrant so that the rights of the holder shall be neither enhanced nor diminished by such event.

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