APA Sample Clauses

APA. 3.1.1 The APA represents and warrants that to the best of the APA’s knowledge, the Licensed Materials used as contemplated by this License Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any third party. The APA shall indemnify and hold Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of legal action taken against Licensee due to an actual or alleged infringement of such rights. This indemnity shall not apply to any Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by the Licensee or Authorized User or if Licensee and/or Authorized User has modified or used the Licensed Materials in any way not permitted by this License Agreement. 3.1.2 The APA reserves the right to withdraw from the Licensed Materials any material which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable. The APA shall give written notice of the withdrawal to Licensee within sixty (60) days of the removal of any material pursuant to this section. 3.1.3 Licensor shall comply with the Americans with Disabilities Act (ADA), by supporting assistive software or devices such as large print interfaces, text-to-speech output, voice- activated input, refreshable braille displays, and alternate keyboard or pointer interfaces, in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines 2.1 AA (▇▇▇▇://▇▇▇.▇▇.▇▇▇/WAI/guid-tech.html). Licensor shall ensure that product maintenance and upgrades are implemented in a manner that does not compromise product accessibility. Licensor shall provide to Licensee a current, accurate completed Voluntary Product Accessibility Template (VPAT) to demonstrate compliance with accessibility standards (▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/policy/accessibility). If the product does not comply, the Licensor shall adapt the Licensed Materials in a timely manner and at no cost to the Licensee in order to comply with applicable law. 3.1.4 The APA shall make statistics regarding the usage of the Licensed Materials by Licensee and Authorized Users available to Licensee in a manner consistent with generally accepted best practices. The APA will provide ongoing access to usage statistics on a password-protected site. 3.1.5 The APA will store Licensed Mater...

APA. The Guarantor acknowledges the matters set forth in Section 1.06(d) of the Participation Agreement and confirms that the circumstances referred to therein shall not alter, diminish or otherwise impair or affect the obligations of the Guarantor under this Agreement.

APA. Search guides, topic guides, quick reference guides, database documentation, scheduled webinars, individually arranged webinars, training videos, training at conferences. See • Print quick reference guides are also available free of charge in quantity for distribution to users by contacting ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ • These materials can also be linked to the learning management system or organization web site without seeking APA’s permission. • A variety of materials including posters, flyers and screen savers – Ebsco requires engagement with each requesting customer in order to determine specific requirements. • All training material and user guides can be viewed on our Support Site: ▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇/training/ OVID • User guides and Quick Reference Cards are available for downloading, as are step-by-step PowerPoint presentations which show how to use Ovid features and functionality to enhance the user’s searching experience. • Further details here: • Quick Start guides on the ProQuest Platform can be found here: ▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/newproquest • APA databases : Training and Training Materials • Search guides, quick reference guides, topic guides, database documentation, scheduled webinars, individual webinars, training videos, training at conferences. We will also provide webinars for faculty and students, researchers, clinical or other staff that use the databases. See • Print quick reference guides are also available in quantity for distribution to users by contacting ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ EBSCOHost • Onsite training specialists will be made available to subscribing organisations. In addition, Ebsco provides remote Webex training sessions run throughout the academic calendar. • User guides and Quick Reference Cards are available for downloading, as are step-by-step PowerPoint presentations which show how to use Ovid features and functionality to enhance the user’s searching experience. Further details here: ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/site/help/training.jsp • Training and consulting is offered in-person and on-site, remotely using webinars. • ProQuest all offer all manner of publically available recorded webinars and video. • Online via Web Conferencing (Webex) Product Documentation Comprehensive help files are included in the online service. Copying of hardcopy and electronic documentation is permitted. Training and Training Materials Making copies of training materials for teaching purposes is permitted. Terms and Conditions Licence type Please make sure...

APA. The directors of the Company in office immediately prior to the Effective Time shall be the directors of APA upon the Effective Time and will continue to hold office from the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and qualified in the manner provided in the APA A&R Charter and the APA A&R Bylaws, or as otherwise provided by law.

APA. This Agreement is made in accordance with and is subject to all the terms, representations, warranties, covenants, agreements and limitations set forth in the APA, and all such terms, representations, warranties, covenants, agreements and limitations are incorporated herein by this reference. The execution and delivery of this Agreement by the parties hereto shall not in any way limit the rights and obligations of the parties under the APA. In the event of any conflict between the terms of this Agreement and the APA, the APA shall control.

APA. This Agreement is being delivered in connection with the Closing under the APA and is made subject to the provisions of the APA. In the event of any conflict or inconsistency between this Agreement and the APA, the APA shall be the controlling document.

APA. The APA has not been amended. Assignor shall not enter into any further amendment of the APA that could materially and adversely affect the transactions contemplated hereby without the prior written consent of Assignee. Assignor shall not default in the performance of any material obligation under the APA in a way that could materially delay the Closing or otherwise materially and adversely affect the transactions contemplated by this Assignment.

APA. The objective of the discussions of the parties has been the eventual execution and consummation of the purchase and sale of the asset transaction contemplate herein. The foregoing provisions include such other terms and conditions as may be agreed upon in the course of good faith negotiations between the parties and as are customary in transactions of this type. In this regard, the APA contains full and complete warranties and representations with respect to the WHSI's unaudited financial statements, litigation and other liabilities. In addition, the APA will restrict WHSI in incurring additional indebtedness, issuing additional shares of stock of any class and entering into transactions other than in the lawful and ordinary course of business and except for those contractually committed prior to the Closing Date.

APA. 4.1.1 The APA represents and warrants that to the best of the APA’s knowledge, the Licensed Materials used as contemplated by this License Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any third party. The APA shall indemnify and hold Licensee and its Member Sites harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of legal action taken against Licensee and/or a Member Site due to an actual or alleged infringement of such rights. This indemnity shall not apply to any Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by Licensee, Member Site and/or Authorized User or if Licensee, Licensed Member Site and/or Authorized User has modified or used the Licensed Materials in any way not permitted by this License Agreement. 4.1.2 The APA reserves the right to withdraw from the Licensed Materials any material which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable. The APA shall give written notice of the withdrawal to Licensee within sixty (60) days of the removal of any material pursuant to this section. 4.1.3 The APA shall comply with the American with Disabilities Act (ADA) by supporting assistive software or devices such as large print interfaces, voice-activated input, and alternate keyboard or pointer interfaces in a manner consistent with generally accepted best practices. 4.1.4 The APA shall make statistics regarding the usage of the Licensed Materials by Licensee and/or its Member Sites and Authorized Users available to Licensee and/or its Member Sites in a manner consistent with generally accepted best practices. The APA will provide ongoing access to usage statistics on a password-protected site. 4.1.5 The APA will store Licensed Materials in one or more APA locations in digital form accessible by telecommunications links between such locations and authorized locations of the Licensee and its Member Sites. 4.1.6 The APA shall use reasonable efforts to provide continuous access to the Licensed Materials. Unavailability may occur related to failure of equipment or services beyond the control of the APA. Every effort will be made to minimize any downtime and to restore services in the event of a failure beyond the control of the APA. 4.1.7 No computer software i...