Common use of Data Protection Matters Clause in Contracts

Data Protection Matters. Except for matters disclosed in Section 4.28 in the Espotting Disclosure Schedule: (a) the policies, operations and activities of Espotting and the Espotting Subsidiaries are in compliance in all material respects with all applicable Data Protection Laws and all past noncompliance of Espotting or any Espotting Subsidiary with any Data Protection Laws has been resolved without any pending, ongoing or future obligation, cost or liability. (b) Espotting and the Espotting Subsidiaries and the policies, operations and activities of Espotting and the Espotting Subsidiaries are not subject to any existing, pending or, to the knowledge of Espotting, threatened Action by or before any court or Governmental Authority under any Data Protection Law. (c) Espotting and the Espotting Subsidiaries are permitted under all applicable Data Protection Laws and written or oral contracts, agreements, commitments, policies, or other obligations or representations, to transfer and disclose any and all Personal Data (as defined below) to FindWhat and Subcorp as necessary or relevant in connection with the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby, without obtaining any further consent or approval (whether explicit, unambiguous, express or implied) from an individual, labor organization, Governmental Authority, or other third party, without amending any filings or registrations with Governmental Authorities, and without taking any other steps prior to such disclosure, except that this Section 4.28(c) shall not apply to international transfers of Personal Data by Espotting or any Espotting Subsidiary to FindWhat and Subcorp unless FindWhat and Subcorp publicly declare compliance with the Safe Harbor Privacy Principles, or otherwise provide "adequate safeguards," as defined by the European Commission, for Personal Data.