By TRX Sample Clauses

By TRX. User acknowledges and agrees that nothing in this Amendment or the Agreement will confer in User any right of ownership in AE Lite. Any enhancement to the Software will be governed by Section 2.5 of the Service Bureau Agreement. No licenses are granted by either party except for those expressly set forth in this Agreement.
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By TRX. User acknowledges and agrees that nothing in this Amendment or the Agreement will confer in User any right of ownership in RESX, Smart Alert, or AE Interactive. No licenses are granted by either party except for those expressly set forth in this Amendment. TRX further agrees that the processes and services within User’s Interactive Unit fulfillment centers and operations are highly confidential and proprietary to User, and under no circumstances will information on these processes or operations be shared outside of TRX, and within TRX they will be shared only on a “need to know” basis in order to provide the services under this Amendment. TRX further agrees that the business requirements given to TRX to customize AE Interactive for use by User, as well as the configuration settings and programming performed by TRX to customize AE Interactive for use within User’s Interactive Unit fulfillment centers, will b e highly confidential and proprietary to User and will not be shared outside of TRX and only within TRX on a “need-to-know” basis to provide services under this Amendment.
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By TRX. TRX agrees to defend, indemnify, and hold harmless User, Representatives, Joint Venture Partners, other TRX authorized (in writing) users of the services provided under this Amendment, and entities controlled by, under common control with, or controlling User (control and controlling being defined as ownership of at least fifty percent (50%) of the equity interest), and each of their respective directors, officers, employees, and agents from and against any and all third party claims, demands, and liabilities, including reasonable attorneys fees, resulting from or arising out of: (i) the services provided under this Amendment actually or allegedly infringing or violating any patents, copyrights, trade secrets, licenses, or other intellectual property rights of a third party; (ii) any breach of TRX’s representations and warranties in this Amendment; or (iii) failure to comply with TRX’s obligations under any and all laws, rules or regulations applicable to TRX or the services provided under this Amendment.
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By TRX. TRX agrees to defend, indemnify, and hold harmless Client, and its directors, officers, employees, and agents from and against any and all third-party claims, demands, and liabilities, including reasonable attorneys fees, resulting from or arising out of: (i) the Services provided under this Agreement actually or allegedly infringing or violating any patents, copyrights, trade secrets, licenses, or other intellectual property rights of a third-party; (ii) any breach of TRX’s representations and warranties in this Agreement; or (iii) TRX’s failure to comply with TRX’s obligations under any and all laws, rules or regulations applicable to TRX or the Services provided under this Agreement.
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By TRX. TRX represents and warrants that (i) it has all necessary rights, licenses and approvals required to perform its obligations hereunder, and to operate and provide the Services in accordance with this Agreement; (ii) TRX’s performance hereunder will be rendered using sound, professional practices in accordance with industry practices; (iii) the software and Services provided hereunder will be provided in accordance with their applicable specifications, documentation and service levels herein; (iv) TRX’s obligations are not in conflict with any other TRX obligations or agreement (in writing or otherwise) with any third-party; (v) TRX will comply with all applicable foreign, federal, state and local laws, rules and regulations in the performance of its obligations hereunder; (vi) TRX is certified to be compliant with PCI requirements. TRX will remain PCI compliant during the term of this Agreement.
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By TRX. TRX represents and warrants (i) that the Services shall function and perform in accordance with all specifications and documentation provided to AMEX and the terms of this Agreement, including the Exhibits and Attachments; (ii) it has all necessary rights, licenses and approvals required to perform its obligations and to grant the rights granted hereunder, and to operate and provide the Services in accordance with this Agreement; (iii) TRX’s performance hereunder will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable, trained and qualified personnel; (iv) all obligations owed to third parties with respect to the activities to be undertaken by TRX pursuant to this Agreement are or will be fully satisfied by TRX so that AMEX will not have any obligations (other than obligations set forth in this Agreement) with respect thereto; (v) TRX’s obligations are not in conflict with any other TRX obligations or agreement (in writing or otherwise) with any third-party; (vi) TRX will comply with all applicable foreign, federal, state and local laws, rules and regulations and travel industry rules and regulations in the performance of its obligations hereunder; (vii) TRX will comply with AMEX’s Minimum Standards for Safeguarding Customer Information (attached hereto as Exhibit N), Internet Customer Privacy Statement and Web Site Rules and Regulations (“Web Site Agreements”) in effect as of the Effective Date, and any revisions thereafter only upon written notice by AMEX of a change in such Web Site Agreements, only to the extent applicable to TRX’s provision of the Services hereunder, in the performance of its obligations hereunder provided however, that such compliance does not violate TRX’s compliance with the Safe Harbor to the European Union Privacy Directive; (viii) TRX will not commit any act of willful or grossly negligent misconduct that results in a breach of a right of privacy; (ix) at all times during the term of this Agreement, TRX will comply with the AMEX Security Protocol set forth in Exhibit C (Security Standards and Protocol) in the performance of its obligations hereunder; (x) at all times during the term of this Agreement, TRX shall have, either through its own direct agreements with all GDS providers or indirectly through the agreements of its affiliated companies with all GDS providers, all of the rights necessary to provide all of the Services and perform all TRX’s obligations hereunder; and...
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By TRX. TRX agrees to defend, indemnify, and hold harmless AMEX, AMEX Affiliates, Affiliated Travel Agencies, Representatives, Joint Venture Partners and other TRX-authorized (in writing) users of the Services provided under this Agreement, and each of their respective directors, officers, employees, and agents from and against any and all third-party claims, demands, liabilities and expenses, including reasonable attorneys fees, resulting from or arising out of: (i) the Services, or any portion thereof, provided under this Agreement actually or allegedly infringing or violating any patents, copyrights, trade secrets, licenses, or other intellectual property rights of a third-party; (ii) any breach of TRX’s representations and warranties in this Agreement; or (iii) failure to comply with TRX’s obligations under any and all laws, rules or regulations applicable to TRX or the Services provided under this Agreement. For clarity, and by way of limitation, TRX’s obligations under this Section 8(a) to Joint Venture Partners, Affiliated Travel Agencies, Representatives or other TRX-authorized users shall only apply to TRX’s indemnification obligation with respect to the RESX Services provided under Attachment A.
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Related to By TRX

  • Indemnification by Trust The Trust shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Trust, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.

  • Actions by Trustee SECTION 5.1 Prior Notice to Certificateholders with Respect to Certain Matters............. 21 SECTION 5.2 Action by Trustee with Respect to Certain Matters.............................. 22 SECTION 5.3

  • Reports by Trustee to the Holders As promptly as practicable after each June 30 beginning with the June 30 following the date of this Indenture, and in any event prior to August 30 in each year, the Trustee shall send to each Holder a brief report dated as of such June 30 that complies with Section 313(a) of the TIA if and to the extent required thereby. The Trustee shall also comply with Section 313(b) of the TIA. A copy of each report at the time of its mailing to the Holders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Issuer agrees to notify promptly the Trustee in writing whenever the Securities become listed on any stock exchange and of any delisting thereof.

  • Reports by Trustee (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

  • Proceedings by Trustee In case of an Event of Default, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as are necessary to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

  • Collection Suit by Trustee If an Event of Default specified in Section 6.1(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.7.

  • Notice and Sale by Trustee If at any time dividends, interest, principal or other payments, after declared and when due and payable, on any of the Securities shall not have been paid within thirty (30) days, the Trustee shall notify the Depositor thereof. If within thirty (30) days after such notification the Depositor has not given any instruction to sell or to hold or has not taken any other action in connection with such Securities, the Trustee may in its discretion sell such Securities forthwith, and the Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of such sale.”

  • Redemption by Trust (a) Unless the Trustees otherwise determine with respect to a particular Series or Class at the time of establishing and designating the same, each Share of each Series or Class thereof that has been established and designated is subject to redemption (out of the assets belonging to the applicable Series or Class) by the Trust at the redemption price which would be applicable if such Share were then being redeemed by the Shareholder pursuant to Section 7.2 at any time if the Trustees determine that it is in the best interest of the Trust to so redeem such Shares, which determination may be delegated to the investment adviser of the Trust. Upon such redemption the holders of the Shares so redeemed shall have no further right with respect thereto other than to receive payment of such redemption price. Without limiting the generality of the foregoing, the Trustees may cause the Trust to redeem (out of the assets belonging to the applicable Series or Class) all of the Shares of one or more Series or Classes held by (i) any Shareholder if the value of such Shares held by such Shareholder is less than the minimum amount established from time to time by the Trustees, (ii) all Shareholders of one or more Series or Classes if the value of such Shares held by all Shareholders is less than the minimum amount established from time to time by the Trustees or (iii) any Shareholder to reimburse the Trust for any loss or expense it has sustained or incurred by reason of the failure of such Shareholder to make full payment for Shares purchased by such Shareholder, or by reason of any defective redemption request, or by reason of indebtedness incurred because of such Shareholder or to collect any charge relating to a transaction effected for the benefit of such Shareholder or as provided in the prospectus relating to such Shares.

  • Determinations by Trustees The Trustees may make any determinations they deem necessary with respect to the provisions of this Declaration of Trust, including the following matters: the amount of the assets, obligations, liabilities and expenses of the Trust or any Series or Class; the amount of the net income of the Trust or any Series or Class from dividends, capital gains, interest or other sources for any period and the amount of assets at any time legally available for the payment of dividends or distributions; which items are to be treated as income and which as capital; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges were created shall have been paid or discharged); the market value, or any other price to be applied in determining the market value, or the fair value, of any security or other asset owned or held by the Trust or any Series or Class; the number of Shares of the Trust or any Series or Class issued or issuable; and the net asset value per Share.

  • Reliance by Trustee Except as otherwise provided in Section 7.1:

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