ARCHITECTURAL INDEPENDENCE Sample Clauses

ARCHITECTURAL INDEPENDENCE. 3.1 In the event that Vendor determines that another carrier's offerings represent a superior value, or other factors which may make another carrier's offerings preferable, Vendor may utilize a carrier other than its current carrier for the network or any portion thereof; provided, however, that such utilization does not adversely affect the Services provided hereunder. Vendor shall provide the Services in a manner that is consistent with AOL's goal of achieving architectural independence (i) among its service providers, and (ii) for any service provider, between or among the networks of such provider if such provider uses more than one network to provide services, each in order to minimize the possibility that a single failure could impact more than one AOL service provider (or more than one network of a single service provider, as applicable). Vendor shall solicit AOL's input prior to the use of a carrier other than its current carrier to the extent permitted under this Article. Without limiting Vendor's obligations as described above in this Section 7, Vendor shall design and engineer the network used to provide Services to AOL under this Agreement such that there shall be no single point of failure in such network that may result in a material adverse effect upon the Services. Vendor, in its network design and topology, shall comply with IETF approved and adopted standards applicable to access methods described in this Exhibit. EXHIBIT D SERVICE LEVELS Vendor shall meet or exceed the global AOLnet average with [**] for each of the areas below: Despite the foregoing, the percentage of abnormal disconnects shall be, at all times, lower than [**]% ([**] percent).
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ARCHITECTURAL INDEPENDENCE. In the event that Vendor determines that another Vendor Supplier's offerings of interconnect services represent a superior value, or that there are other factors which may make another Vendor Supplier's offerings of interconnect services preferable, Vendor may switch from a current interconnect supplier to such other Vendor Supplier; provided, however, that such switch does not adversely affect the Services provided hereunder. Vendor shall provide the Services in a manner that is consistent with AOL's goal of achieving architectural independence. Accordingly, Vendor shall manage (a) all of its Vendor Suppliers of network services to minimize the possibility that a single failure could impact more than one Vendor Supplier's network, and (b) each Vendor Supplier of network services to minimize the possibility that a single failure could impact more than one network of such supplier. Vendor shall solicit AOL's input prior to the use of a wholesale interconnect supplier other than its current supplier to the extent such use is permitted under this Article. Without limiting the foregoing, Vendor shall design and engineer the network used to provide Services to AOL such that there shall be no single point of failure in such network at any time that may result in a material adverse effect upon the Services.
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ARCHITECTURAL INDEPENDENCE. Telefonica shall provide the Services in a manner that is consistent with AOL's goal of achieving architectural independence in order to minimize the possibility that a single failure could impact more than one AOL service provider (or more than one network of a single service provider, as applicable). Without limiting Telefonica's obligations as described above in this Section 3, Telefonica shall design and engineer the network used to provide Services to AOL under this Agreement such that there shall be no single point of failure in such network that may result in a material adverse effect upon the Services.
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Related to ARCHITECTURAL INDEPENDENCE

  • Research Independence The Company acknowledges that each Underwriter’s research analysts and research departments, if any, are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriter’s research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against such Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriter’s investment banking divisions. The Company acknowledges that the Representative is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short position in debt or equity securities of the Company.

  • Research Analyst Independence The Company acknowledges that the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters’ investment banking divisions. The Company acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.

  • Independence The Director acknowledges that his appointment hereunder is contingent upon the Board’s determination that he is “independent” with respect to the Company, in accordance with the listing requirements of the Nasdaq and NYSE American stock exchanges, and that his appointment may be terminated by the Company in the event that the Director does not maintain such independence standard.

  • Independent Development The Disclosing Party acknowledges that the Receiving Party may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information, provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development.

  • Engineering Network engineering handles the technical aspects of the project, resolution of problems escalated by the NOC, planning for future network expansion, and improving performance and process. Engineering interacts directly with AOL and the NOC.

  • Regulation AB Compliance; Intent of the Parties; Reasonableness The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with all reasonable requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with the Trust, each Servicer, the Trustee and each Custodian shall cooperate fully with the Depositor to deliver to the Depositor (including its assignees or designees), any and all statements, reports, certifications, records and any other information available to such party and reasonably necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to each Servicer, the Trustee and each Custodian, as applicable, reasonably believed by the Depositor to be necessary in order to effect such compliance.

  • Regulation AB Compliance; Intent of Parties; Reasonableness The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Depositor or the Master Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with the Trust, the Servicer shall cooperate fully with the Master Servicer and the Depositor to deliver to the Master Servicer and/or the Depositor (including its assignees or designees), any and all statements, reports, certifications, records and any other information available to such party and reasonably necessary in the good faith determination of the Depositor or the Master Servicer to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer reasonably believed by the Depositor or the Master Servicer to be necessary in order to effect such compliance.

  • Performance and Compliance Purchaser shall have performed all of the covenants and complied, in all material respects, with all the provisions required by this Agreement to be performed or complied with by it on or before the Closing.

  • Independence; Severability; Blue Pencil Each of the rights enumerated in this Non-Interference Agreement shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company Group at law or in equity. If any of the provisions of this Non-Interference Agreement or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Non-Interference Agreement, which shall be given full effect without regard to the invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, I agree that the court making such determination shall have the power to reduce the duration, scope, and/or area of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its reduced form said provision shall then be enforceable.

  • Regulatory Compliance Cooperation (a) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order (A) to effectuate and facilitate any transfer by CIT/VC of any Securities of the Company then held by CIT/VC to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement), (B) to permit CIT/VC (or any Affiliate of CIT/VC) to exchange all or any portion of the voting Securities of the Company then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by CIT/VC in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VC's ownership of voting Securities of the Company and/or provided for in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC to permit any Person(s) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, and regulations to which it is subject. Such agreements may include restrictions on the 39. redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulations.

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