Third country transfers Sample Clauses

Third country transfers. | If Customer’s use of the Cutover Services involves a transfer of Personal Data from the United Kingdom, EEA or Switzerland to a Cutover entity in a third country which the UK Data Protection Authority, EU Commission or Swiss Data Protection Authority (as applicable) has not provided an adequacy decision as having an adequate level of protection, the Parties agree that the terms set forth at Schedule 4 (Approved Transfer Mechanism) shall apply.
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Third country transfers. 5.1. Leya may not, without the prior written consent of the Subscriber, process Personal Data outside or engage sub-processors processing the personal data outside of the EU/EEA. Appendix B contains a complete list of its sub-processors that from the date of entry into force of this DPA have been pre-approved by the Subscriber. 5.2. Any transfer of Personal Data to a country which is not a member state of either the EU or the EEA (including making the Personal Data available in such country by e.g., remote access) (a “Restricted Transfer”) requires the prior written approval of the Subscriber. Leya shall provide all reasonably relevant information regarding the Restricted Transfer to enable the Subscriber to make an informed decision, including details of the country or territory to which the Personal Data will be transferred. 5.3. In the absence of an adequacy decision from the EU Commission the Parties agree and acknowledge that the European Commission’s standard contractual clauses adopted 4th of June 2021 or any clauses thereafter replacing such standard contractual clauses (for the purposes of this DPA, the “Standard Contractual Clauses”) will be the relevant appropriate safeguard and shall be implemented as follows: 5.4. Leya shall ensure that the Restricted Transfer is subject to adequate safeguards as stated in Chapter V of the GDPR and may for this purpose rely on the Standard Contractual Clauses provided that the clauses, including supplementary security measures, ensure an essentially equivalent level of protection. The Parties acknowledge and agree that Leya or its Sub-processor, as applicable, shall apply module 3 of the Standard Contractual Clauses. 5.5. Leya represents and warrants that Leya has no reason to believe that legislation or practices applicable to it or its sub-processors, including in any country to which Personal Data is transferred either by itself or through a sub-processor, prevents it from fulfilling its obligations under Applicable Data Protection Laws, this DPA or its obligations in the Standard Contractual Clauses. In the event ▇▇▇▇ is unable to fulfil its obligations in this Clause 5.5, ▇▇▇▇ agrees to immediately notify the Subscriber.
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Third country transfers. 9.1 The Processor may only transfer the Personal Data in countries outside the EEA if the Controller is located in the EEA, or outside Australia if the Controller is located in Australia, subject to documented instructions from the Controller as specified in Appendix A. 9.2 If the Processor processes transfer Personal Data in any third country (being a country outside the EEA if the Controller is located in the EEA, or outside Australia if the Controller is located in Australia), the Processor will inform the Controller of such intended transfer in advance allowing the Controller the opportunity to object and will ensure that the following conditions are fulfilled: a) the Processor has provided appropriate safeguards (including any appropriate legal mechanisms) in place in relation to the transfer; b) the Data Subject has enforceable rights and effective legal remedies; c) the Processor provides an adequate level of protection to any Personal Data that is transferred; and d) the Processor complies with reasonable instructions notified to it in advance by the Controller with respect to the processing of the Personal Data.
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Third country transfers. The Processor and its subcontractors may Process Personal Data under the scope of the Agreement in a country located outside of the EU or the countries approved by the EU Commission only if; a) The receiving organization of the Personal Data has been certified according to the Privacy Shield program, or; b) The transfer and the rights and freedoms of the data subjects are protected through binding corporate rules according to article 47 of the GDPR, or; c) The transfer and the rights and freedoms of the data subjects are protected through the Standard Contractual Clauses approved by the EU Commission.
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Third country transfers. When transferring Personal Data to third countries, the parties ensure that they will take appropriate measures to secure the Personal Data appropriately in accordance with Data Protection Laws.
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Third country transfers. The Controller acknowledges and agrees that, in connection with the performance of the Service under the Agreement, Personal Data may be transferred to Processor’s subconsultants outside EEA. The Standard Contractual Clauses (▇▇▇▇▇://▇▇▇- ▇▇▇.▇▇▇▇▇▇.▇▇/▇▇▇▇▇-▇▇▇▇▇▇▇/▇▇/▇▇▇/?▇▇▇=▇▇▇▇▇%▇▇▇▇▇▇▇▇▇▇▇▇) will apply with respect to Personal Data that is transferred outside the EEA, either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for personal data (as described in GDPR).
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Third country transfers. 10.1 The parties understand and agree that the Customer Data may be transferred to respectively accessed from countries outside of the EEA (“Third Countries”) by the affiliates and subcontractors of Onapsis when providing the Services in accordance with the terms of the Agreement provided that the specific conditions of Article 44 et seq. GDPR have been fulfilled (e.g. adequacy decision of the Commission, Standard Contractual Clauses, Privacy Shield, Binding Corporate Rules). 10.2 Onapsis represents and warrants that it has self-certified under the EU-U.S. Privacy Shield (collectively, the “Principles”) to ensure that adequate safeguards are in place to facilitate the transfer of any Customer Personal Data. Accordingly, at all times during the term of the Agreement, ▇▇▇▇▇▇▇ agrees to (i) provide at least the same level of protection for Customer Personal Data as is required by the Principles; (ii) comply with this DPA for as long as Onapsis has access to Customer Personal Data; and (iii) where ▇▇▇▇▇▇▇ permits a third party to access Customer’s Personal Data, including any Onapsis subcontractor, require such third party to provide at least the same level of protection as is required by this DPA and the Principles.
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Third country transfers. 10.1 The parties understand and agree that the Customer Data may be transferred to respectively accessed from countries outside of the EEA (“Third Countries”) by the affiliates and subcontractors of Onapsis when providing the Services in accordance with the terms of the Agreement provided that the specific conditions of Article 44 et seq. GDPR have been fulfilled (e.g. adequacy decision of the Commission, Standard Contractual Clauses, Binding Corporate Rules), as set forth in Appendix 3. In particular, Onapsis has entered into the applicable module of the Standard Contractual Clauses with the Subprocessor Onapsis Inc..
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Third country transfers. The parties agree that when the transfer of Personal Data from TNG (as “data ex- ▇▇▇▇▇▇”) to a Sub-Processor (as “data importer”) is a Third Country Transfer and Appli- cable Data Protection Law requires that appropriate safeguards are put in place, the transfer will be Subject to the Standard Contractual Clauses.
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Related to Third country transfers

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • Exempt Transfers The Company's First Refusal Right under this Section 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estate.

  • Refused Transfers We reserve the right to refuse any transfer. As required by applicable law, we will notify you promptly if we decide to refuse to transfer funds.

  • Voluntary Transfers A voluntary transfer is the voluntary movement of an employee from one worksite or school to another worksite or school. Any member of the Bargaining Unit shall have the right to request a voluntary transfer.

  • Involuntary Transfers Any transfer of title or beneficial ownership of Interests or Special Membership Interests, as applicable, upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member, Outside Investor Member or Other Investor Member (each, an "Involuntary Transfer") shall be void unless such Management Member, Outside Investor Member or Other Investor Member complies with this Section 13.6 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests or Special Membership Interests, as applicable, pursuant to this Section 13.6 and the person or entity to whom such Interests or Special Membership Interests, as applicable, have been Transferred (the "Involuntary Transferee") shall have the obligation to sell such Interests or Special Membership Interests, as applicable, in accordance with this Section 13.6. Upon the Involuntary Transfer of any Interest or Special Membership Interests, as applicable, such Management Member, Outside Investor Member or Other Investor Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests and Special Membership Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interests or Special Membership Interests, as applicable, and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests or Special Membership Interests, as applicable, over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. For purposes of this Agreement, "Carrying Value", with respect to any outstanding Special Membership Interest, means the value equal to the Special Membership Interest Funds advanced by the applicable selling Management Member, Outside Investor Member or Other Investor Member in respect of any such outstanding Special Membership Interest (plus any portion of accrued and unpaid interest on the applicable pro rata outstanding portion of the Bulk Advances that is allocable to the applicable Member pursuant to Section 10.8), less principal amounts paid to such Member in respect of such Member's Special Membership Interest.