Converge Sample Clauses

Converge. Comverge shall indemnify and hold harmless WR Parties from and against all amounts payable to Third Parties in respect of, and all costs and expenses (including reasonable attorney’s fees and costs and expenses incurred in establishing a right to indemnity hereunder) incurred in connection with, Claims brought by or on behalf of a Third Party for willful infringement or misappropriation by Comverge of any patent, trade secret or any other proprietary rights of a third party caused by the use or design of any Communication Module developed by Comverge under this Agreement, provided that (i) such use is consistent with the use described in or contemplated by the Statement of Work of any written instructions for use furnished by Comverge, (ii) such infringement or misappropriation is not based solely on the combination or integration of the Customized Thermostat with a Communication Module or any other device or product not designed or manufactured by Comverge, and/or (iii) such design, if any, was not effected pursuant to the request of any WR Parties with their knowledge (actual or constructive) of any infringement or misappropriation issue related thereto. Comverge shall defend, at its own expense, all Claims that, if resolved adversely to Comverge or any of the WR Parties, would be covered by the foregoing indemnity. Comverge shall have the right, in order to avoid such Claims, to substitute at its own expense non-infringing or non-misappropriating Communication Modules or to modify at its own expense the use or design of infringing or misappropriating Communication Modules so they become non-infringing or non-misappropriating, provided that such substituted or modified use or design shall be subject to WR Parties’ approval, which approval shall not be unreasonably withheld, and shall meet all the requirements stated in this Agreement.
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Related to Converge

  • Comverge Comverge hereby represents and warrants the following:

  • Change Management BNY Mellon shall require that changes to its network or software used to provide the services are tested and applied pursuant to a documented change management process.

  • Shareholder Internet Services The Transfer Agent shall provide internet access to the Fund’s shareholders through a designated web site (“Shareholder Internet Services”), which will be accessed by the Fund’s shareholders via a link on the Fund’s web site. The Shareholder Internet Services will be provided pursuant to established procedures and will allow shareholders to view their account information and perform certain on-line transaction request capabilities. The Shareholder Internet Services shall be provided at no additional charge, other than the transaction fees currently being charged for the different transactions as described on the Fee Schedule. The Transfer Agent reserves the right to charge a fee for this service in the future.

  • Infrastructure (a) The Borrower has and will maintain a sufficient infrastructure to conduct its business as presently conducted and as contemplated to be conducted following its execution of this Agreement.

  • HORIZONR Gateway HORIZONR Gateway provides customers with the ability to (i) generate reports using information maintained on the Multicurrency HORIZONR Accounting System which may be viewed or printed at the customer’s location; (ii) extract and download data from the Multicurrency HORIZONR Accounting System; and (iii) access previous day and historical data. The following information which may be accessed for these purposes: 1) holdings; 2) holdings pricing; 3) transactions, 4) open trades; 5) income; 6) general ledger and 7) cash.

  • Merchant (i) is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation; (ii) has all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as presently conducted; and (iii) is and during the Sale Term will continue to be, duly authorized and qualified as a foreign corporation to do business and in good standing in each jurisdiction where the nature of its business or properties requires such qualification, including all jurisdictions in which the Stores are located.

  • Virus Management Transfer Agent shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within the Transfer Agent environment.

  • Program Management (WBS 1.1) All components of the Project Management Plan as implemented for the Base Contract and Options 1-4 will be reviewed and amended to reflect specific needs for Option 5 and the outcome of continuous process improvement evaluations.

  • Member Management Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

  • Transactional Services The Service Provider shall communicate to its Customers, as to shares of the Fund, purchase, redemption and exchange orders reflecting the orders it receives from its Customers or from any brokers and banks for their Customers. The Service Provider shall also communicate to beneficial owners holding through it, and to any brokers or banks for beneficial owners holding through them, as to shares of the Fund, mergers, splits and other reorganization activities, and require any broker or bank to communicate such information to its Customers.

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