By Agent. If AGENT is in substantial compliance with this Agreement and CELLULAR ONE materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice thereof is delivered to CELLULAR ONE, AGENT may terminate this Agreement effective thirty (30) days after delivery to CELLULAR ONE of written notice thereof and AGENT shall not be bound by the provisions in Paragraph 20, "Covenants Not To Compete." A termination of this Agreement by AGENT (whether express or reasonably implied from AGENT's acts or omissions) for any reason other than a material breach hereof by CELLULAR ONE (coupled with substantial compliance by AGENT), and CELLULAR ONE's failure to cure such breach within thirty (30) days after receipt of written notice thereof, shall be deemed a termination by AGENT without cause.
By Agent. If AGENT is in substantial compliance with this Agreement and SBMS materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice thereof is delivered to SBMS, AGENT may terminate this Agreement effective thirty (30) days after delivery to SBMS of written notice thereof and AGENT shall not be bound by the provisions in Paragraph 18, "Covenants Not to Compete."
By Agent. As a condition precedent to any right or license granted herein, Agent represents and warrants that (i) if Agent is an entity, it is duly organized and validly existing under the laws of its jurisdiction of organization and has full power and authority to enter into this Agreement and to carry out its obligations hereunder, (ii) the execution of this Agreement has been duly authorized by all necessary corporate or other action and this Agreement is a legal and valid obligation binding upon Agent, enforceable against Agent in accordance with its terms, (iii) Agent has obtained and holds all licenses, permits and approvals of all governmental authorities necessary or appropriate to perform its obligations under this Agreement, operate its business, and to use the Product, and will continue to do so throughout the Term, (iv) neither the execution, delivery and performance of this Agreement, nor Agent's use of the Product will conflict with, violate or result in a breach (with or without the lapse of time, the giving of notice or both) of any agreement, instrument or understanding, oral or written, to which such Agent is a party or by which it may be bound, (v) Agent has not been and is not currently a party to any lawsuits, actions, proceedings, arbitrations, mediations, claims, orders or investigations by or before any governmental authority, arbitrator, mediator or any other third party that would materially adversely affect performance of its obligations under the Agreement, (vi) all materials and data provided by Agent do not infringe any United States patent, copyright, trademark, service mark or other Intellectual Property right of any third party, (vii) Agent is now in compliance with and during the Term of this Agreement shall continue to remain in compliance with all applicable U.S. and foreign laws and regulations, (viii) if Agent is the End User of the Product, Agent shall execute and deliver to AgencyZOOM an AgencyZOOM End User License Agreement substantially in the form as AgencyZOOM may later designate, and (ix) if Agent is not the End User of any Product, Agent shall ensure each End User of such Product executes and delivers to AgencyZOOM an AgencyZOOM End User License Agreement substantially in the form as AgencyZOOM may designate. For the avoidance of doubt, AgencyZOOM reserves the right in its sole discretion to approve or deny access to the Product for any End User.
By Agent. Agent shall not assign, transfer or convey all or any of its right, title and interest under this Agreement to any entity of which is not affiliated (directly or indirectly) with Lend Lease DASCO, LLC, without Owner's prior approval which shall not be unreasonably withheld.
By Agent. Subject to the mutual agreement of the parties hereto, a third party may be appointed as an agent of the parties to maintain the Common Areas in the manner as above outlined. Said third party may receive for such agency a fee that is mutually acceptable to all parties to cover supervision, management, accounting and similar fees, which sums are to be included in the general maintenance expense paid by the respective owners of the Common Areas.
By Agent. The Agent shall indemnify the Issuer and the Guarantor (and the Issuer shall receive such indemnity for itself and on behalf of the Guarantor) against any actual direct loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which the Issuer (or the Guarantor) may incur or which may be made against it as a result of the wilful default, negligence or bad faith of the Agent or that of its officers or employees.