By Supplier Sample Clauses
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By Supplier. Supplier represents and warrants that:
(a) Supplier is a corporation duly incorporated, validly existing and in good standing under the Laws of the [ * ];
(b) Supplier has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;
(c) The execution, delivery and performance of this Agreement by Supplier (a) has been duly authorized by Supplier and (b) shall not conflict with, result in a breach of, or constitute a default under any other agreement to which Supplier is a party or by which Supplier is bound;
(d) Supplier is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement;
(e) Supplier is in compliance with all Laws applicable to Supplier’s obligations under this Agreement and has obtained all applicable permits and licenses required of Supplier in connection with its obligations under this Agreement;
(f) There is no outstanding (or to Supplier’s knowledge, pending or threatened) litigation, arbitrated matter or other dispute to which Supplier is a party which, if decided unfavorably to Supplier, would reasonably be expected to have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement;
(g) Supplier and Supplier Agents have full power and authority to grant Chordiant the rights granted herein without the consent of any other party and any materials developed or furnished by Supplier and Supplier Agents to Chordiant are free of any and all restrictions, settlements, judgments or adverse claims.
(h) Supplier has not violated Chordiant policies of which it is aware, or any Laws, regarding the offering of inducements in connection with this Agreement;
(i) Each of the EDC Personnel who will perform work toward the development of any Work Product have executed a proprietary rights invention assignment agreement as agreed in Section 11.4(b);
(j) None of the Services, the Work Product, the Supplier Software, the Supplier Equipment, any enhancements or modifications to the Chordiant Software performed by Supplier or Supplier Agents or any other resources or items provided to Ch...
By Supplier. Supplier covenants and agrees with Michaels that during the Term and the Termination Assistance Period:
(a) Supplier shall provide the Services with promptness, diligence and in a professional manner, in accordance with the practices and professional standards used in well-managed operations performing services similar to the Services, and Supplier shall use adequate numbers of qualified individuals with suitable training, education, experience and skill to perform the Services;
(b) Supplier shall comply with all Laws applicable to Supplier in the performance of this Agreement and shall obtain all applicable Supplier Consents, Supplier Government Approvals and permits and licenses required of Supplier in connection with its obligations hereunder;
(c) the Services, Supplier Software, Supplier Equipment, Commissioned Materials, Work Product and any other resources or items used by Supplier or furnished to Michaels by Supplier or Supplier Agents in providing the Services shall not infringe upon the proprietary rights of any third party (except to the extent such claim is based on: (i) a modification to the Services, Supplier Software, Supplier Equipment, Commissioned Materials, Work Product: (A) by Michaels or Michaels Agents (other than Supplier); or (B) that was not made by or at the written direction of the Supplier; (ii) compliance by Supplier with written specifications provided by Michaels; (iii) Michaels’ combination of the Services, Supplier Software, Supplier Equipment, Commissioned Materials, Work Product with items not provided or recommended by Supplier; (iv) Michaels’ use of the Services, Supplier Software, Supplier Equipment, Commissioned Materials, Work Product other than in a manner that is permitted by this Agreement;(v) infringement arising from Michaels Software or other material provided by Michaels for access and use of Supplier in connection with the Service; provided, that the exclusions described in clauses (i)(B) and (ii) will not apply in the event that Supplier knew, or ought to have known, that such materials infringed upon the proprietary or other rights of a third party);
(d) Supplier shall promptly notify Michaels if Supplier learns of any claim, pending or threatened, or any fact upon which a claim could be made, that asserts that the Services, Supplier Software, Supplier Equipment, Commissioned Materials, Work Product and any other resources or items used by Supplier or furnished to Michaels by Supplier or Supplier Agents in p...
By Supplier. Supplier shall comply with all Laws to the extent applicable to Supplier, including Supplier Operational Laws (collectively, the "Supplier Laws"). Supplier shall provide the Services to Customer in compliance with, and shall cause all Service Locations, Supplier Software, Developed Supplier Software and Supplier Hardware used to provide the Services to comply with (1) all Supplier Laws and (2) Customer's directions with respect to Customer Laws and any Laws that apply to Customer's clients. Customer Party shall direct Supplier in writing on the method of compliance with Customer Laws and Laws that apply to Customer's clients, and Supplier shall comply with all such directions (which Customer directions shall be implemented as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for the implementation of such Customer directions in accordance with the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9). If Supplier is not in compliance with any Supplier Operational Law (or any Customer instruction previously given with respect to Customer Laws or Laws that apply to Customer's clients), then Supplier shall, at Supplier's own cost and expense, immediately undertake such measures which are necessary to comply with such Supplier Operational Law or Customer instruction, as applicable. If Supplier fails to immediately undertake the measures set forth in the prior sentence in respect of any Supplier noncompliance with any Supplier Operational Law or Customer instruction, as applicable, Customer Party (or its designee) may, at Supplier's cost and expense, undertake such measures which are necessary to establish Supplier's compliance with such Supplier Operational Law or Customer instruction, as applicable. If any such noncompliance by Supplier with any Supplier Law or Customer instruction, as applicable, rises to the level of, or otherwise results in, a material breach of this Agreement, Customer Party may terminate this Agreement as of the date (including immediately) specified by Customer Party in a termination notice to Supplier Party. To the extent any Change pursuant to this Section is a Change which (1) Supplier provides to multiple Supplier clients and (2) is Customer's financial responsibility hereunder, Supplier shall allocate to Customer, on an equitable and pro rata basis, the charges to implement such Changes.
By Supplier. Supplier will, at its expense, defend Customer against any claim, demand, suit, or proceeding made or brought against Customer, or any Affiliates authorized to use the Products pursuant to Section 2(a)(iii)(A) of these GTCs, by a third party alleging that Customer’s use of a Product within the scope of the Agreement infringes or misappropriates the IP Rights of such a third party (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer, or for amounts paid by Customer under a settlement approved by Supplier in writing, as a result of a Claim Against Customer; provided that Customer notifies Supplier promptly in writing of the Claim Against Customer, provides Supplier with the sole control and authority to defend or settle the Claim Against Customer, and gives Supplier the authority, information and assistance necessary to settle or defend the Claim Against Customer. If any of the Products are, or in Supplier’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party IP Rights, Supplier may in its discretion and at no cost to Customer (i) modify or replace the Products, in whole or in part, to make the Products (as so modified or replaced) non-infringing, while providing materially similar features and functionality, (ii) obtain the right for Customer to continue to use the Products as contemplated by the Agreement, or (iii) by written notice to Customer, terminate the Agreement with respect to all or part of the Products, and require Customer to immediately cease any use of the Products, or any specified part or feature thereof, provided that Customer shall be entitled to a Pro Rata Refund for any Products that are terminated pursuant hereto. Notwithstanding the foregoing, Supplier shall have no obligation to defend against or indemnify for any Claims Against Customer to the extent they arise from: (A) use of a version of the Software that was not, at the time that the Claim Against Customer arose, the current unaltered version of the Software made available by Supplier hereunder; (B) combination, operation, integration or interfacing of the Software with Third-Party Content, if such Claim Against Customer would not have arisen but for such combination, operation, integration or interfacing; (C) use of the Products in a manner other than as authorized by the Agreement; (D) Supplier’s use of Customer Data in conjunction with the Products; o...
By Supplier. Any improvement hereafter made by or for Supplier or any of its Affiliates in the Licensed Technology that is approved and adopted by Supplier for use by Buyer under this Agreement shall be included in the Licensed Technology for purposes of the License. The Parties agree that Supplier may decide in its sole discretion which improvements it shall approve and adopt for purposes of Buyer’s use under the License; provided, however, that if Supplier makes improvements available to buyers similarly situated to Buyer in terms of project scope and fees paid, Supplier also shall make such improvements available to Buyer on terms at least as favorable to Buyer as the terms generally provided to such similarly situated buyers.
By Supplier. If Supplier terminates Support Services for its convenience, OEM’s sole and exclusive remedy and Supplier’s sole and exclusive obligation will be to refund to OEM the portion of any pre-paid Support Services fee that corresponds to the period between the effective date of the termination for convenience and the end of the then-current Support Services period.
By Supplier. Supplier represents and warrants that:
(a) Supplier is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Ohio;
(b) Supplier has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;
(c) the execution, delivery and performance of this Agreement by Supplier (i) has been duly authorized by Supplier and (ii) shall not conflict with, result in a breach of, or constitute a default under any other agreement to which Supplier is a party or by which Supplier is bound;
(d) Supplier is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required to perform the Services, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement;
(e) Supplier is in compliance with all Laws applicable to Supplier’s obligations under this Agreement and has obtained all applicable Governmental Approvals and any licenses, approvals, permits, certificates, inspections, consents and authorizations required of Supplier by third parties in connection with its obligations under this Agreement;
(f) there is no outstanding litigation, arbitrated matter or other dispute to which Supplier is a party which, if decided unfavorably to Supplier, would reasonably be expected to have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement;
(g) Supplier has not violated any Hawaiian Telcom policies of which the Supplier has been given notice regarding the offering of unlawful inducements in connection with the Agreement.
By Supplier. Supplier will not modify any Specifications without obtaining Apple’s prior consent, including consent via the Project Management System if required by Apple.
By Supplier. No provisions of an Order or the SBA shall be waived or shall be construed to be waived by either party unless such waiver is in writing and signed by an authorized agent of the waiving party. No failure on the part of either party to exercise any of the rights and remedies granted hereunder or to insist upon strict compliance by the other party, and no acceptance of full or partial performance during the continuance of such breach, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of the right to demand exact compliance with the terms hereof. A waiver by either party of any specific default shall neither affect nor impair the rights of said party with respect to any delay or omission to exercise any rights arising from any other default. Supplier hereby waives use of the Statute of Frauds as a defense to any Order accepted under the SBA.
By Supplier. Supplier will indemnify, hold harmless and defend Control4, at Supplier’s expense, against any loss, injury, expense or damage arising from any claim brought against Control4 alleging that its sale of the Products in accordance with the terms of this Agreement infringes a third party’s copyright, patent or trade secret or other intellectual property rights, and will indemnify and hold Control4 harmless against all losses in connection with any such claims.