By Vendor. Vendor represents and warrants that:
By Vendor. Vendor represents and warrants that: (1) it is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware, (2) it has all requisite power and authority under its organizational documents and the laws of Delaware to execute, deliver and perform its obligations under this Agreement, (3) it 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 Vendor's ability to fulfill its obligations under this Agreement, (4) the execution, delivery and performance of this Agreement has been duly authorized by Vendor, (5) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement, (6) it shall comply with all applicable Federal, state and local laws and regulations, including without limitation the Bank Secrecy Act and related statutes and Federal and state anti-money laundering statutes, and shall obtain all applicable permits and licenses in connection with its obligations under this Agreement, (7) it has not disclosed any Confidential Information of AMEX, (8) all Services performed by Vendor for AMEX will be performed at least in accordance with industry standards and practices applicable to the performance of such Services, (9) it will maintain the resources so as to meet the Service Levels, (10) the Services and the Developed Materials (except for any AMEX Data or programs provided by AMEX) will not, and the Vendor Software does not and will not, infringe upon the proprietary rights of any third party, (11) the systems used by it internally to provide the Services (excluding external support for such systems from third party sources such as, for example, electric power from a utility company, but including third party products forming a part of such internally used systems such as, for example, BancTec and Wausau) have been tested, will continue to be subject to commercially reasonably testing, and are capable of operating, without generating materially erroneous results and without ceasing to function for a material period of time, using data having date ...
By Vendor. Vendor shall not assign its rights or delegate its duties hereunder without the prior written consent of Customer, which consent shall not be unreasonably withheld.
By Vendor. VENDOR agrees to indemnify, hold harmless and defend SBBC, its agents, servants and employees from any and all claims, judgments, costs, and expenses including, but not limited to, reasonable attorney’s fees, reasonable investigative and discovery costs, court costs and all other sums which SBBC, its agents, servants and employees may pay or become obligated to pay on account of any, all and every claim or demand, or assertion of liability, or any claim or action founded thereon, arising or alleged to have arisen out of the products, goods or services furnished by VENDOR, its agents, servants or employees; the equipment of VENDOR, its agents, servants or employees while such equipment is on premises owned or controlled by SBBC; or the negligence of VENDOR or the negligence of VENDOR’s agents when acting within the scope of their employment, whether such claims, judgments, costs and expenses be for damages, damage to property including SBBC’s property, and injury or death of any person whether employed by VENDOR, SBBC or otherwise.
By Vendor. Vendor represents, warrants, and covenants to Company, as of execution of this Agreement and during the term of this Agreement, as follows:
By Vendor. Vendor will defend, indemnify and hold Reseller harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against Reseller for actual or alleged infringement of any US patent, US copyright, US trademark, US service mark, xxade secret, or other US proprietary rights based upon the duplication, sale, license, or use of the Software or Documentation by Reseller in accordance with this Agreement, provided that Reseller promptly notifies Vendor in writing of the claim and allows Vendor to control, and fully cooperates with Vendor in, the defense and all related settlement negotiations. Vendor shall have no liability for any settlement or compromise made without its consent. Upon notice of an alleged infringement, or if in the Vendor's opinion such a claim is likely, Vendor shall have the right, at its option, to obtain the right for Reseller to continue to exercise the rights granted under this Agreement, substitute other software with similar operating capabilities, or modify the Software so that it is no longer infringing. In the event that none of the above options are reasonably available, in Vendor's sole opinion, Vendor may terminate this Agreement.
By Vendor. Vendor covenants and agrees with Customer that, during the Term and the Termination Assistance Period:
By Vendor. Vendor will defend, indemnify and hold Electronic Reseller harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against Electronic Reseller for actual or alleged infringement of any US patent, US copyright, US trademark, US service mark, xxade secret, or other US proprietary rights based upon the duplication, sale, license, or use of the Software or Documentation by Electronic Reseller in accordance with this Agreement, provided that Electronic Reseller promptly notifies Vendor in writing of the claim and allows Vendor to control, and fully cooperates with Vendor in, the defense and all related settlement negotiations, Vendor shall have no liability for any settlement or compromise made without its consent. Upon notice of an alleged infringement, or if in the Vendor's opinion such a claim is likely, Vendor shall have the right, at its option, to obtain the right for Electronic Reseller to continue to exercise the rights granted under this Agreement, substitute other software with similar operating capabilities, or modify the Software so that it is no longer infringing. The foregoing indemnification shall not apply to claims of infringement to the extent they arise by reason of the combination of the software or documentation with any other product if such claim would have been avoided but for such combination. In the event that none of the above options are reasonably available, in Vendor's sole opinion, Vendor may terminate this Agreement.
By Vendor. VENDOR agrees to defend, indemnify and hold harmless the COUNTY, including its officials, employees and agents, against all claims, losses, damages, liabilities, costs or expenses (including, without limitation, reasonable attorney fees and costs of litigation and/or settlement), whether incurred as a result of a claim by a third party or any other person or entity, arising out of the SERVICES performed pursuant to this Agreement which the COUNTY, or its officials, employees or agents, may suffer by reason of any negligence, fault, act or omission of VENDOR, its employees, representatives, subcontractors, assignees, or agents. In the event that any claim is made or any action is brought against the COUNTY arising out of the negligence, fault, act, or omission of an employee, representative, subcontractor, assignee, or agent of VENDOR either within or without the scope of his respective employment representation, subcontract, assignment or agency, or arising out of VENDOR’s negligence, fault, act or omission, then the COUNTY shall have the right to withhold further payments hereunder, for the purpose of set-off, in sufficient sums to cover the said claim or action. The rights and remedies of the COUNTY provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or this Agreement.
By Vendor. In addition to any other remedies provided herein or available at law or equity, VENDOR may terminate:
