By CSC Sample Clauses

The "By CSC" clause designates that certain actions, rights, or responsibilities within the agreement are to be performed or exercised specifically by CSC, which is likely a party or entity referenced elsewhere in the contract. In practice, this clause might specify that only CSC can approve changes, initiate notices, or carry out particular obligations, thereby limiting these powers to CSC alone. The core function of this clause is to clearly allocate authority or responsibility, ensuring that only the designated party (CSC) can act in the specified context, which helps prevent confusion or unauthorized actions by other parties.
By CSC. CSC may upon notice to Sears terminate a Transaction Document if, and only if, (i) Sears fails to pay Charges in accordance with this Agreement; subject to Sears’ rights under Section 14.4 (Disputed Charges) (ii) CSC provides Sears with a notice of such failure in accordance with Section 26.3 (Notices), and (iii) such amount remains unpaid for at least thirty (30) days after such notice is received by Sears.
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By CSC. CSC represents, warrants and covenants (as to future performance) to Sears (on its behalf and on behalf of the Eligible Recipients) as follows: Table of Contents
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By CSC. (a) CSC represents, warrants, and covenants that it is a corporation duly incorporated, validly existing and in good standing under the laws of Nevada; that it has all the requisite corporate power and authority to execute, deliver, and perform this Agreement; that it has duly authorized execution, delivery, and performance of this Agreement; it has and shall maintain any governmental license, authorization, or qualification required for it to perform this Agreement; no approval, authorization or consent of any governmental or regulatory authority is required to be obtained for it to execute, deliver, and perform this Agreement; and to its knowledge, there is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a material adverse effect on the parties' ability to fulfill their respective obligations under this Agreement. (b) CSC represents, warrants, and covenants that it has all of the intellectual property and contractual rights necessary to license each Software Product or CSC Work Product licensed to Customer and that such Software Product or CSC Work Product does not violate any third party's intellectual property, moral, confidentiality, contractual, equitable, or statutory rights. This warranty continues as long as any Software Product or CSC Work Product license is in effect. (c) any CSC Work Product or deliverables, whether in whole or in part, shall be either solely created by employees of CSC during the ordinary course of the employee's employment with CSC, or by other persons who have executed and delivered a written agreement that completely conveys, assigns, and transfers to CSC, without reservation, all right, title and interest in and to the part or aspect of the CSC Work Product or deliverables thereof, created by such person and, in the case of such individuals, has also irrevocably waived in writing, in favour of CSC, all of his or her moral rights in respect of the CSC Work Product or deliverables or part thereof. (d) all Systems supplied by CSC and its subcontractors shall be transferred and/or assigned free and clear of all liens and encumbrances at the time of assignment to Successor. (e) unless CSC obtains Customer's prior written approval, any hardware sold, leased or otherwise supplied to Customer will be, manufactured from new or reconditioned parts and in good condition and repair provided that any transfer to Customer after...
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By CSC. This Test Agreement may not be assigned or transferred in whole or in part by CSC; provided, however, notwithstanding the foregoing, CSC may transfer or assign this Test Agreement to any parent, subsidiary, affiliate or any entity which acquires a majority ownership interest in CSC or any of its subsidiaries or affiliates, provided such assignee assumes the obligations of CSC under this Test Agreement and provided further that no such assignment shall relieve CSC of its obligations hereunder.
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By CSC. CSC shall defend, indemnify and hold RMCF and its affiliates, directors, officers, employees, and agents (the “RMCF Parties”) harmless from and against any liabilities, losses, claims, suits, demands, damages, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses), (i) arising out of or otherwise relating to any claims of third parties, including Test Franchisees, against any of the RMCF Parties relating to a breach by CSC of any warranty, representation, term or condition made or agreed to by CSC hereunder or alleging intellectual property infringement, unfair competition or infringement of other similar proprietary rights, or (ii) arising out of the use by RMCF or Test Franchisees of the CSC Marks or the CSC System in accordance with the terms of this Test Agreement.
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Related to By CSC

  • By Contractor Should the Contractor be liable for any payments to the State hereunder, interest, late payment charges and collection fee charges will be determined and assessed pursuant to Section 18 of the State Finance Law.

  • By Client Client agrees to indemnify, defend and hold Agency, its officers, directors, employees, agents, attorneys, subsidiaries, affiliated companies, parent companies, representatives, and successors and assigns, harmless from and against all Losses to the extent such Losses arise out of or are primarily related to (i) the negligent or wrongful acts, errors, or omissions of Client or its employees, agents affiliates, assigns or any creditor or prior account holder, or the employees or agents of any of them, in connection with this Agreement, including but not limited to errors or omissions in connection with information furnished by Client to Agency concerning a Referred Account, or (ii) any collection effort by Client or any other collection agency as to a Referred Account.

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product made available by Microsoft for a fee and used within the scope of the license granted under this Agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party. If Microsoft is unable to resolve a claim of misappropriation or infringement, it may, at its option, either (1) modify or replace the Product with a functional equivalent or (2) terminate Customer’s license and refund any license fees (less depreciation for perpetual licenses), including amounts paid in advance for unused consumption for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product after being notified to stop due to a third-party claim.

  • By Company To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders.

  • By Licensor Licensor will indemnify and hold harmless Licensee, and its respective members, managers, directors, officers, shareholders, employees, agents, representatives and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any claim of infringement or misappropriation relating to Licensee's authorized use of the Trademarks, but excluding any Losses resulting from the use of any Trademark in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as of the Funding Date, whether or not such information formed the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity and amount of the claims and Licensor will have the burden or proof in establishing any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite facts.