Changes to Existing Systems Sample Clauses

Changes to Existing Systems. Except as otherwise provided herein, neither party shall, without the prior approval of the other party, make any change to any of its systems that would (i) render them incompatible with the other party’s systems, (ii) subject to Bank’s right to [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. require Company to make such changes as are necessary to perform its obligations as servicer following the Closing Date in accordance with the provisions of this Agreement, Applicable Law and Network Rules, require the other party to make any change to any of its systems (including Company’s point-of-sale systems or equipment) or (iii) subject to Bank’s right to require Company as servicer to make such changes as are required by Applicable Law following the Closing Date, require the other party to make a change to its systems between [*] and [*] of any year. Subject to the foregoing, either party may make routine changes without the other party’s approval. Except as otherwise mutually agreed upon by the parties and subject to Section 8.3, each party shall pay its own costs and expenses associated with any change proposed or required to be made by it to its systems, and shall reimburse the other party for the costs of any system modifications or other changes made at its request by the other party (and not otherwise required to be made by such other Party pursuant to this Agreement, including the foregoing provisions of this Section 4.19 and the provisions of Sections 4.1 and 4.13) or other costs incurred by the other party as a result of such change in order to maintain the same interface capabilities and compatibility as existed prior to such change.
Sample 1
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Changes to Existing Systems. Except as otherwise provided herein, or as required to comply with Applicable Law (determined in accordance with Section 4.8) after the Effective Date, neither party shall, (i) without the prior approval of the other party, make any change to any of its Systems that would cause such party to be unable to perform any of its obligations, including causing the discontinuation of the delivery of any information required to be delivered by such party to the other party, required pursuant to this Agreement, (ii) without limiting the other party’s obligation to maintain Systems in accordance with Section 4.18(a), require the other party or its Affiliates or subcontractors to make any material change to its Systems (including Company’s point-of-sale Systems or equipment) or (iii) except to the extent otherwise provided in clause (f) of Schedule 4.5 or clause (e) of Schedule 4.8, require Company or any of its Affiliates or subcontractors to make a change to its Systems during a Freeze Period without Company’s consent (which consent shall not be unreasonably withheld, conditioned or delayed in light of a balancing of Company’s retail needs addressed by the Freeze Period against the issues being addressed by the Systems change). Notwithstanding the restrictions set forth in clauses (ii) and (iii), Company shall have the right to make changes to its Systems as a result of changing Company’s service providers in its ordinary course of business, and Bank shall make such adjustments to its System’s necessary to interface with Company’s Systems, provided that Company shall (A) coordinate with Bank to ensure that the timing of such System changes are designed to minimize disruption to Bank’s Systems and (B) reimburse Bank for any reasonable out-of-pocket expenses incurred by Bank as necessary to modify any interfaces to Bank’s Systems as are required by such changes of Company’s service providers. Subject to the foregoing, either party may make routine System changes without the other party’s approval. The terms set forth in clause (c) of Schedule 4.18 shall apply with respect to implementation of changes in Company’s Systems.
Sample 1
Changes to Existing Systems. Except as otherwise expressly permitted in this Agreement, neither party shall, without the prior approval of the other party, intentionally make any change to any of its systems that would (i) render them incompatible with the other party’s systems, (ii) require the other party to make any change to any of its systems (including POS terminals), or (iii) reduce or restrict interfacing or system feeds. [*]Each party will use a good faith, risk-based approach when making any such system changes, providing the other party as much notice as reasonably practicable under the circumstances. 4873-5713-2568v.1 0117281-000001
Sample 1

Related to Changes to Existing Systems

  • Changes to Services The Parties acknowledge and agree that there will be changes to the scope of the Services during the Contract Period. The Customer may amend the Stories that are comprised within the Minimum Marketable Features of a Release at any time during the Release at no additional charge and without adopting the Change Control Procedure set out in Clause 28 above provided that: the Customer shall not be entitled to make any changes to the Stories that form the subject of a Sprint following the mutual agreement by the Parties of the Sprint Plan for that Sprint; new Stories and/or changes to existing Stories may only be introduced if: existing Stories with an equivalent number of Story Points are removed; or existing Stories are reduced in size by the equivalent number of Story Points, such that the total number of Story Points for the Release remains constant throughout the Release. The Supplier shall consider any request by the Customer to increase the number of Story Points for a Release, and may, subject to the Change Control Procedure set out at Clause 28, agree to such request.

  • Changes to Specifications All Specifications and any changes thereto agreed to by the parties from time to time shall be in writing, dated and signed by the parties. Any change to the Packaging process shall be deemed a Specification change. No change in the Specifications shall be implemented by PCI, whether requested by Client, requested by PCI or requested or required by any Regulatory Authority, until the parties have agreed in writing to such change, the implementation date of such change, and any increase or decrease in costs, expenses or fees associated with such change (including any change to Pricing). PCI shall respond promptly to any request made by Client for a change in the Specifications, and both parties shall use commercially reasonable, good faith efforts to agree to the terms of such change in a timely manner. As soon as possible after a request is made for any change in Specifications, PCI shall notify Client of the costs associated with such change and shall provide such supporting documentation as Client may reasonably require. Client shall pay all costs associated with such agreed upon changes. If there is a conflict between the terms of this Agreement and the terms of the Specifications, this Agreement shall control. PCI reserves the right to postpone effecting changes to the Specifications, or in the case of changes requested or required by any Regulatory Authority postpone Packaging under this Agreement, until such time as the parties agree to and execute the required written amendment.

  • Changes to Fee Structure In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity.

  • Changes to Agreement We reserve the right to change any of the terms of this Agreement or any Specifications or Guidelines governing the Service at any time in our sole discretion. All changes will be effective upon posting to the Service. However, for all changes to this Agreement, excluding Specifications and Guidelines, we will post a notice of change for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. YOUR CONTINUED USE OF THIS SERVICE FOLLOWING OUR POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. 11) Prime Publishing Intellectual Property. Without our prior written consent, you may not use our intellectual property, including, without limitation, our trademarks, trade names, trade dress, or copyrighted material, in any manner. 12) Communications. Prime Publishing and its Affiliates may communicate with you in connection with the Service, electronically and in other Media, and you consent to such communications regardless of any "Customer Communication Preferences" (or similar preferences or requests) you may have indicated on the web sites of Prime Publishing or its Affiliates or by any other means. 13) Waiver. PRIME PUBLISHING AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF (OR KNEW OR SHOULD KNOWN OF) THE POSSIBILITY OF SUCH DAMAGES. 14) Disclaimer. PRIME PUBLISHING PROVIDES THE SERVICE "AS IS" WITHOUT WARRANTY OF ANY KIND. 15)

  • Implementation of Changes If Tenant: (i) approves in writing the cost or savings and the estimated extension in the time for completion of Landlord’s Work, if any, and (ii) deposits with Landlord any Excess TI Costs required in connection with such Change, Landlord shall cause the approved Change to be instituted. Notwithstanding any approval or disapproval by Tenant of any estimate of the delay caused by such proposed Change, the TI Architect’s determination of the amount of Tenant Delay in connection with such Change shall be final and binding on Landlord and Tenant.

  • Conduct of Business and Maintenance of Existence and Assets (a) Conduct continuously and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), including all licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks and take all actions necessary to enforce and protect the validity of any intellectual property right or other right included in the Collateral; (b) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect; and (c) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof where the failure to do so could reasonably be expected to have a Material Adverse Effect.

  • Conduct of Business and Maintenance of Existence, etc (a) (i) Preserve, renew and keep in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Business Changes Change in any material respect the nature of the business of the Borrower or its Subsidiaries as conducted on the Effective Date.

  • Conduct of Business and Maintenance of Existence Continue to engage in business of the same general type as now conducted by it and preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business except as otherwise permitted pursuant to subsection 8.5; comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

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