Each Party undertakes to Clause Samples

Each Party undertakes to. (i) provide the other Parties with reasonable prior notice of, and reasonable opportunity to, participate in, any meetings or telephone calls it or any members of its Group may have with any Regulatory Authority; (ii) keep the other Parties informed of any discussions it has with any Regulatory Authority as soon as reasonably practicable after such discussion; and (iii) provide the other Parties with reasonable prior notice of, and reasonable opportunity to review and comment on, any written submission to be made to any Regulatory Authority and to provide the other Parties with a copy of the final version of the same as submitted to the relevant Regulatory Authority, in each case insofar as any such meetings, telephone calls or written submissions relate directly to the Transaction.
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Each Party undertakes to. ‌ a. use reasonable efforts to notify the Indemnifying Party of such Action by a third party as early as possible and in writing; b. use reasonable efforts to mitigate the loss or amount of the Financial Liabilities; c. refrain from admitting any liability or settling any claim without the prior written consent of the Indemnifying Party; d. provide, at its own cost, reasonable cooperation in the defence or settlement of such claim.
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Each Party undertakes to a) use the other Party's Confidential Information for the duration and purposes of entering into and implementing this Agreement only; b) use at least the same degree of care, diligence and discretion to limit disclosure of the other Party's Confidential Information as it uses to protect its own Confidential Information, but in no case with any less degree than reasonable care and diligence.
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Each Party undertakes to. (i) record and report, in appropriate terms, its transactions so as to reflect, accurately and in reasonable detail, its assets and liabilities; (ii) keep the books and/or records of such transactions for a period of at least seven (7) years after the termination of this Agreement or such longer period as may be required by applicable law; and (iii) upon request, make available to the other Party information and/or documentation that adequately evidences the compliance with the obligations contemplated in this Clause, including, the implementation of the policies and procedures described in Clause 24.2.
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Related to Each Party undertakes to

  • Each Party Each Party represents and warrants to the other that: (i) it has the power to enter into and perform its obligations under this Agreement; and (ii) it has duly executed this Agreement by duly authorized persons so as to constitute valid and binding obligations of that Party.

  • Each Party the Drafter This Agreement and the provisions contained in it shall not be construed or interpreted for or against any party to this Agreement because that party drafted or caused that party’s legal representative to draft any of its provisions.

  • Cooperation; Further Acts The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

  • Cooperation; Further Assurances Seller shall cooperate with and assist Purchaser, as reasonably requested, in carrying out the purposes of this Agreement. Seller will cooperate and assist Purchaser, as reasonably requested and at the reasonable expense of Purchaser, in obtaining consents from any Owner as may be required or advisable to assign, transfer, deliver, hypothecate, pledge, subdivide, finance or otherwise deal with the Future Excess Servicing Spread. If Seller is terminated under any Servicing Agreement, Seller shall cooperate fully and at its own expense in transferring such Servicing. If Purchaser assigns all or any portion of its Future Excess Servicing Spread or its other rights under this Agreement to a Third Party Assignee, Seller will cooperate and assist any Third Party Assignee in drafting and entering into a Third Party Future Spread Agreement in accordance with Section 12.15.

  • The Supplier shall (a) Process the Personal Data only in accordance with instructions from the Authority to perform its obligations under this Framework Agreement; (b) ensure that at all times it has in place appropriate technical and organisational measures to guard against unauthorised or unlawful Processing of the Personal Data and/or accidental loss, destruction, or damage to the Personal Data; (c) not disclose or transfer the Personal Data to any third party or Supplier Personnel unless necessary for the provision of the Goods and/or Services and, for any disclosure or transfer of Personal Data to any third party, obtain the prior written consent of the Authority (save where such disclosure or transfer is specifically authorised under this Framework Agreement); (d) take reasonable steps to ensure the reliability and integrity of any Supplier Personnel who have access to the Personal Data and ensure that the Supplier Personnel: (i) are aware of and comply with the Supplier’s duties under this Clause 24.5.2 and Clause 24.2 (Confidentiality); (ii) 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 the Authority or as otherwise permitted by this Framework Agreement; and (iii) have undergone adequate training in the use, care, protection and handling of personal data (as defined in the DPA); (e) notify the Authority within five (5) Working Days if it receives: (i) from a Data Subject (or third party on their behalf) a Data Subject Access Request (or purported Data Subject Access Request), a request to rectify, block or erase any Personal Data or any other request, complaint or communication relating to the Authority's obligations under the DPA; (ii) any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data; or (iii) a request from any third party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; (f) provide the Authority with full cooperation and assistance (within the timescales reasonably required by the Authority) in relation to any complaint, communication or request made (as referred to at Clause 24.5.2(e), including by promptly providing: (i) the Authority with full details and copies of the complaint, communication or request; (ii) where applicable, such assistance as is reasonably requested by the Authority to enable the Authority to comply with the Data Subject Access Request within the relevant timescales set out in the DPA; and (iii) the Authority, on request by the Authority, with any Personal Data it holds in relation to a Data Subject; and (g) if requested by the Authority, provide a written description of the measures that the Supplier has taken and technical and organisational security measures in place, for the purpose of compliance with its obligations pursuant to this Clause 24.5.2 and provide to the Authority copies of all documentation relevant to such compliance including, protocols, procedures, guidance, training and manuals.