By VISTA Sample Clauses

By VISTA. VISTA may immediately terminate this License Agreement, in whole or part, by written notice to DNA, and may regard DNA as in default of this License Agreement, (i) if DNA is in default of its obligations under the Transfer Agreement or the Distribution Agreement(ii) for the gross negligence, dishonesty, malfeasance, fraud or misconduct of DNA and/or its affiliates, employees, directors, agents, representatives or contractors, or (iii) in the event the right of DNA in the Licensed Technology, or any portion thereof, are for any reason determined to be void and not the sole property of DNA.
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By VISTA. VISTA represents, warrants and covenants to DNA as follows:
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By VISTA. VISTA may immediately terminate this Distribution Agreement, in whole or part, by written notice to DNA, and may regard DNA as in default of this Distribution Agreement, if DNA is in default of its obligations under the Transfer Agreement.
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By VISTA. VISTA’s sole warranty for the Authorized Products is set forth in VISTA’s Standard Resale Terms, and such product warranties set forth the exclusive remedy of DNA (except as set forth in Section 5.8 above or in the License Agreement) and the exclusive remedy of the Customers against VISTA arising from the Authorized Products.
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By VISTA. If any portion of the Authorized Products, or any part thereof, becomes, or in either party's opinion is likely to become, the subject of any claim or action covered by Section 9.2(b), then, VISTA shall, at its expense, in its sole discretion and within thirty (30) days following such notice or determination, either: (a) procure the right to continue using same as contemplated hereunder; (b) modify same to render same non-infringing; or (c) replace same with an equally suitable, functionally equivalent, compatible, non-infringing Authorized Products. If none of the foregoing is commercially practicable, the infringing Authorized Products in DNA's possession shall be returned to VISTA and VISTA's sole liability (other than satisfaction of its indemnification obligations hereunder) shall be to refund amounts paid therefor by DNA for the period following the effective date of termination and for the period during which the Licensed Technology was affected thereby.
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By VISTA. Until the Closing, the Buyer will permit representatives of Vista to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Buyer, to all books, records (including tax records), and financial statements (including balance sheets, statements of operations, statements of cash flows, and projections) of or pertaining to the Buyer and its Affiliates. Upon the request of Vista or its representatives, the Buyer shall promptly provide to Vista and its representatives copies of all the foregoing documents.
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By VISTA 
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Related to By VISTA

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix 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 infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services 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 or Fix after being notified to stop due to a third- party claim.

  • By Owner Owner may suspend the Project upon seven days written notice to Engineer.

  • By Sellers Each Seller agrees that, subject to such limitations as provided herein, such Seller shall be jointly and severally liable to Purchaser, its Related Persons, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") for, and agree to defend and indemnify and hold each Purchaser Indemnified Party harmless against and in respect of (i) any and all losses, damages, liability costs and expenses, including reasonable attorneys', accountants' and experts' fees and expenses, including, without limitation, those incurred to enforce the terms of this Agreement (collectively, "Covered Liabilities") incurred by any Purchaser Indemnified Party by reason of a breach of any of the representations, warranties, covenants or agreements made by the Company or Sellers in this Agreement, or in any other instrument or agreement specifically contemplated by this Agreement, (ii) any and all Covered Liabilities incurred by any Purchaser Indemnified Party by reason of (A) any violation of Governmental Regulations arising from those matters included as items 3 and 4 on Schedule 7.17(b), (B) the Company's or Sellers' failure to pay, withhold or collect any Taxes required to have been paid, withheld or collected for any taxable period ending on or prior to the Closing Date (including as a result of the Section 338(h)(10) election described in Section 11.4) or (C) the Company not being treated as a subchapter S corporation for federal and state income tax purposes, or (iii) liabilities of the Company or DBRHC arising out of or in connection with any of the businesses, assets (including the DBRHC Real Estate), operations or activities of the Company or DBRHC (including any predecessor of the Company or DBRHC, and any former business, asset, operation, activity or subsidiary of any of the foregoing) owned or conducted, as the case may be, on or prior to the Closing Date including any liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity, but excluding (A) liabilities or other obligations of the type reflected on the 1998 Balance Sheet incurred in the ordinary course consistent with past practice since December 31, 1998, other than any liabilities or obligations arising from any litigation or other legal, arbitration or administrative proceeding, or any claim with respect thereto (including, without limitation, tort claims or other claims based on strict liability, negligence or willful misconduct or violations of Governmental Regulations), (B) Indebtedness (but only to the extent Indebtedness at Closing is not greater than the Purchase Price adjustment under Section 3) and (C) obligations reflected in the 1998 Balance Sheet, including the notes thereto.

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • Modern Slavery You hereby affirm your compliance with the Modern Slavery Xxx 0000 and associated guidance. You confirm (a) that you have read, are familiar with and shall not perform an act or omission which is in contravention with, the letter or spirit of the Act; and (b) you carry out regular, meaningful and comprehensive due diligence procedures and have internal policies in place to address any suspected human rights abuse in your business and Group where applicable.

  • BY PARTIES The parties are entering into this Agreement for the allotment of an Apartment with the full knowledge of all laws, rules, regulations, notifications applicable to the Project.

  • Dark Fiber Transport Dark Fiber Transport is defined as Dedicated Transport that consists of unactivated optical interoffice transmission facilities without attached signal regeneration, multiplexing, aggregation or other electronics. Except as set forth in Section 6.9.1 below, BellSouth shall not be required to provide access to Dark Fiber Transport Entrance Facilities pursuant to this Agreement.

  • Dark Fiber Loop 2.8.4.1 Dark Fiber Loop is an unused optical transmission facility, without attached signal regeneration, multiplexing, aggregation or other electronics, from the demarcation point at an End User’s premises to the End User’s serving wire center. Dark Fiber Loops may be strands of optical fiber existing in aerial or underground structure. BellSouth will not provide line terminating elements, regeneration or other electronics necessary for AFN to utilize Dark Fiber Loops.

  • Two-Way Interconnection Trunks 2.4.1 Where the Parties have agreed to use Two-Way Interconnection Trunks for the exchange of traffic between Verizon and ICG, ICG shall order from Verizon, and Verizon shall provide, the Two-Way Interconnection Trunks, and the Entrance Facility on which such Trunks will ride, and transport and multiplexing, in accordance with the rates, terms and conditions set forth in this Agreement and Verizon’s applicable Tariffs.

  • Commissioning Commissioning tests of the Interconnection Member’s installed equipment shall be performed pursuant to applicable codes and standards. The Cooperative must be given at least five Business Days written notice, or as otherwise mutually agreed to by the Parties, of the tests and may be present to witness the commissioning tests.

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