By M&P Sample Clauses

By M&P. Provided MP has fulfilled the requirements set forth on Schedule Y and MP continues to be in compliance with such requirements upon the expiration of the Initial Term, MP shall have the one-time right to renew this Agreement for an additional period of two (2) years (the "Renewal Term" and together with the Initial Term, the "Term") by giving AOL written notice of such election by not later than one hundred twenty (120) days prior to the expiration of the Initial Term. AOL shall have the right to conduct a quality audit prior to the expiration of the Initial Term to ascertain whether MP has fulfilled and continues to be in compliance with the requirements set forth on Schedule Y."
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By M&P. M&P shall indemnify and hold harmless RSM and its officers, directors, employees and agents from any liability, loss, expense (including reasonable attorneysfees and disbursements) or claim by any third party resulting from or arising out of; (i) any allegation that M&P’s use of any trademark or service xxxx, excluding the Xxxx, infringes or otherwise violates any trademark, trade name, service xxxx, or registration therefor of any third party; or (ii) any breach by M&P of any warranties, covenants or agreements under this Agreement; provided, however, that M&P’s obligations hereunder shall in no way require defense or indemnification regarding any liability, loss, expense or claim to the extent that the same arises out of: (a) any breach by RSM of any warranties, covenants or agreement in the performance of its obligations under this Agreement; or (b) the provision of any goods or services by RSM under the Xxxx.
By M&P. M&P may terminate this Agreement: (a) at any time pursuant to Section 10 hereof; (b) subject to Sections 9.3 and 9.4 hereof, at any time, with or without cause, following the third anniversary of the Effective Date, provided that (I) the effective date of any termination pursuant to this clause (b) may only occur on a date during the period between May 1 and August 31 of any calendar year and (II) M&P must have provided RSMM with at least 270 days’ advance written notice of any termination (specifying the effective date of such termination) pursuant to this clause (b) (it being understood and agreed that M&P may not deliver a notice of termination pursuant to this clause (b) prior to the third anniversary of the Effective Date and that any such purported termination pursuant to this clause (b) prior to the third anniversary of the Effective Date shall be void and of no force or effect). Notwithstanding the foregoing, if a sale of at least a majority interest of the RSMM business to a third party, whether accomplished by the sale of stock, sale of assets or otherwise (a “Change of Control”), is consummated during the first two years after the Effective Date and after consummation of such Change of Control a business dispute between RSMM and M&P results from such Change of Control, M&P may deliver a written notice of dispute to RSMM pursuant to Section 9.3 hereof, even if the notice is delivered before the third anniversary of the Effective Date. If such dispute is not resolved after good faith compliance with the dispute escalation and resolution process described in Section 9.3 hereof, M&P may begin the termination process and, subject to compliance with Section 9.4 hereof, terminate this Agreement.
By M&P. MP shall have the one-time right to renew this Agreement for an additional period of two (2) years (the "Renewal Term" and together with the Initial Term, the "Term") by giving AOL written notice of such election by not later than one hundred twenty (120) days prior to the expiration of the Initial Term.
By M&P. M&P may terminate this Agreement: (a) if RSMM breaches a provision hereof and fails either to commence cure of the breach within thirty (30) days after its receipt of notice of such breach from M&P, such notice to detail specifically the breach being complained of, or having so commenced cure fails thereafter to prosecute cure promptly to completion within sixty (60) days after receipt of such initial notice; or (b) on at least 210 days’ prior written notice of intention to terminate this Agreement without cause.
By M&P. MP hereby represents and warrants to Buyer that:
By M&P. At the Closing, MP shall execute and deliver, or cause to be executed and delivered on its behalf, to Buyer:
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Related to By M&P

  • Testing-the-Waters Materials If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

  • Share Deliveries Notwithstanding anything to the contrary herein, Company agrees that any delivery of Shares or Share Termination Delivery Property shall be effected by book-entry transfer through the facilities of DTC, or any successor depositary, if at the time of delivery, such class of Shares or class of Share Termination Delivery Property is in book-entry form at DTC or such successor depositary.

  • Other Deliverables For any Deliverable that is not a System Deliverable, the applicable Work Order will set forth the acceptance criteria and other testing required for District to evaluate and accept (or, where necessary, reject) such Deliverable; provided, however, that in no case will a Deliverable be accepted by District until District has provided Contractor with District’s written acceptance thereof.

  • Other Deliveries At or prior to Closing, Parent shall have delivered to the Company (i) copies of resolutions and actions taken by Parent’s board of directors and stockholders in connection with the approval of this Agreement and the transactions contemplated hereunder, and (ii) such other documents or certificates as shall reasonably be required by the Company and its counsel in order to consummate the transactions contemplated hereunder.

  • Testing-the-Waters Communications If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company shall promptly notify the Representative and shall promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

  • Method of Giving Consent Any consent of a member required by this Agreement may be given by a written consent.

  • Delivery of Materials In the event of any expiration or termination of this Agreement, Contractor shall promptly provide the JBE with all originals and copies of the Deliverables, including any partially-completed Deliverables-related work product or materials, and any JBE-provided materials in its possession, custody, or control. In the event of any termination of this Agreement, the JBE shall not be liable to Contractor for compensation or damages incurred as a result of such termination; provided that if the JBE’s termination is not for cause, the JBE shall pay any fees due under this Agreement for Services performed or Deliverables completed and accepted as of the date of the JBE’s termination Notice.

  • Delivery of Software 1. SAP will deliver the Software as described in the Documentation and the Price List and will also provide the appropriate license keys. With regard to the features, quality and functionality of the Software the product description in the Documentation and the Price List is solely decisive. SAP does not own any additional features, quality or functionality. Partner can, in particular, not assert any additional feature, quality or functionality from any public statements, publications or advertisements by SAP except to the extend SAP has expressly confirmed such additional feature, quality or functionality in writing. Any representation, warranty, undertaking or guarantee regarding additional features, quality or functionality is effective only if expressly confirmed by SAP’s management in writing.

  • Contributor’s Deliveries At the Closing, Contributor shall deliver the following to Acquirer in addition to all other items required to be delivered to Acquirer by Contributor:

  • Other Closing Deliveries The Borrower shall have delivered the other closing deliverables set forth in Section 3.2.

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