CSG Sample Clauses

CSG. Subject to Sections 6.4, and 7.3, CSG shall indemnify and hold harmless Host, its elected and appointed officials, employees, and agents (individually, “Host Party” and, collectively, the “Host Parties”) from and against all claims, demands, causes of action, liabilities, costs, damages, losses, penalties, fines, judgments or expenses, including reasonable attorneys’ fees and costs of collection (collectively, “Losses”) that arise out of or result from (i) any breach by CSG of its obligations, representations or warranties under this Agreement, or (ii) the willful misconduct or negligence of CSG, except to the extent arising out of or resulting from any willful misconduct or negligence of any Host Party or any installation or other activities conducted by a contractor, or other service provider designated by Host or by CSG per the express instructions of Host; and excepting any claims arising out of Host’s active negligence or willful misconduct. The obligations of CSG under this Section shall survive the expiration, cancellation, or termination of this Agreement and Term.

CSG. The Partnership will continue to use CSG as the billing service --- provider for the AT&T Systems and the Sale Systems that currently use CSG as the billing service provider, unless AT&T consents to a change in billing service provider for such Systems.

CSG. The Partnership agrees that it will become a party to the Restated and Amended CSG Master Subscriber Management System Agreement dated August 10, 1997 as in effect on the date hereof (the "CSG Contract") with respect to the TCI Systems and will continue to be a party to such CSG Contract unless and until each of TCI and Century unanimously agree otherwise.

CSG. Monitor all external tape drives for mount activity. • Setup, maintain and support tape vault patterns offsite disaster recovery activities. • Pull all offsite backup tapes from offsite storage • Refile all returning backup tapes from offsite storage. • Refile tapes manually loaded (round reel and cartridge). • Refile all tapes ejected from the tape silo’s throughout the day. • Enter scratch tapes, cleaning cartridges and requested input tapes into the tape silo’s • Initialize new tapes both round reel and cartridge (inhouse and oneway tapes). • Clean and/or replace broken or damaged tapes with I/O errors for inhouse and microfiche. • Retrieve and deliver all microfiche and Media Support tape requests for CSG. • Publish monthly reports for tape utilization both automated and manual. • Monitor, clean and resolve tape drive and silo problems. • Provide 24 x 7 tape coverage for CSG. • Analyze daily tape operations for possible improvements. • Perform updates to TMS (i.e. extend and/or expire tapes). • Resolve problem tickets involving tape library and tape operations. • Monitor tape drive utilization and tape usage to minimize impact • Recommend and actively engage CSG in technology reviews to help maintain processing levels • Maintain master document of what application files are sent offsite. • Provide written documentation when requesting offsite disaster recovery tape vaulting. • Maintain a master list of retention periods for all tapes created using RDS (Retention DataSet). • Provide written documentation when requesting changes to RDS file. • Minimize tape drive allocation during job processing. • Migrate small datasets to disk whenever possible. • Provide change requests for modifying tape activities.

CSG. A certificate executed by the secretary of CSG, dated the Closing Date, certifying (1) that CSG has the authority to execute, deliver and perform its obligations under each of the Loan Documents to which CSG is a party, (2) that attached behind EXHIBIT A to such certificate is a true, correct and complete copy of the certificate of incorporation of CSG certified by the Secretary of State of the State of Delaware as of a date not more than ten (10) Business Days prior to the Closing Date, (3) that attached behind EXHIBIT B to such certificate is a true, correct and complete copy of the bylaws and each other Organizational Document of CSG then in full force and effect, (4) that attached behind EXHIBIT C to such certificate is a certificate of the Secretary of State of each of the States of Delaware, Colorado, Nebraska and each other state where the failure of CSG to so qualify could, with reasonable likelihood, cause or result in a Material Adverse Change, dated as of a date not more than ten (10) Business Days prior to the Closing Date, stating that CSG is a corporation in good standing in such states, (5) the name(s) of the officer(s) of CSG authorized to execute Loan Documents on behalf of CSG, together with a sample of the true signatures of such officer(s), (6) that attached behind EXHIBIT D to such certificate is a true, correct and complete copy of the resolutions adopted by the board of directors of CSG then in full force and effect authorizing the execution, delivery and performance by CSG of each of the Loan Documents required by this Agreement to which CSG is a party, (7) that attached behind EXHIBIT E to such certificate is a true, correct and complete statement of the authorized and issued stock of CSG, by class, number and record and, if different, beneficial owner (including voting rights, as determined on both an undiluted and fully diluted basis), and (8) that the Lenders may conclusively rely on such certificate unless and until CSG shall have delivered to the Agent a further certificate canceling or amending such prior certificate.

CSG. Coordinate the installation and/or upgrade of the requested FDT Data Center hardware with the vendor and all business units serviced by the FDT Data Center. • Coordinate the installation and/or upgrade of the FDT Data Center hardware microcode, to current and supported levels. • Evaluate vendor hardware related to the operations of the FDT Data Center and the business unit needs. • Maintain a current floor plan of the FDT Data Center. • Maintain hardware configuration documentation related to the hardware installed in the FDT Data Center. • Manage and maintain the power plant which support the FDT Data Center and will provide a configuration to support the continuous 24x7x365 operation of the FDT Data Center businesses. • Manage problem and change records within INFOMAN. • Determine hardware requirements and submit a formal request to FDT quarterly. • If MIPS available, all requests for hardware and/or facility changes require 60 days prior written notice to FDT. • Approve change requests on a timely basis for hardware improvements. -Responsible for triaging first level data communications, hardware and software related issues. -Responsible for performing hardware dispatch and follow-up. -Provide assistance to CSG in order to assist in resolution of second level and higher online software, system software and network related issues. - -Responsible for providing critical situation notifications to CSG management. Notifications to be performed on a 7x24 basis. -Responsible for providing 30 minutes status notifications throughout the life of all critical situations (life of problem means the time the CSC is aware of a critical problem until the impact to client has ceased). This notification is performed on a 7x24 basis. -Main point of contact for all external customer calls regarding online software, system software, network related issues, and all CSG application software issues. -Responsible for coordinating and resolving new customer installation issues. -Responsible for coordinating and resolving first, second and higher level application software, addressability and other external customer interfaces. -Responsible for coordinating and resolving CSG network related issues. -Responsible for escalating issues with the FDT processing platform to the FDT help desk.

CSG web is a web site on the Internet's World Wide Web which can be accessed by any user accessing the world wide web through any commercially available web browser. The user must enter the Uniform Resource Locator, URL, designated by the Client in order to access the web site. CSG will supply Client with the URL associated with each of the following components so that the Client can incorporate any or all of these features into a current or newly created web site: CSG.web contains multiple CSG customer management and billing software interface components: . Display customer billing statement information . Pay balance via credit card using Netscape's Secure Sockets Layer (secure file is provided to Customer) . Display scheduled pay per view movies and events . Process pay per view movie and event orders . Display customers current services and pending PPV movies and events. . Display channel lineup and premium services: . Process service upgrade orders: . Web administration screens for minor CSG.web modifications maintained by Client for: Use and placement of graphical images; Use and placement of text and descriptions; URL and URL positioning; Background color selection; default work order settings; PPV movies of the month; services available for ordering on the web; and image management.

CSG web Annual Maintenance Fee $(***) for the maintenance period commencing upon the execution of this Amendment and ending December 31, 1999. $(***) per calendar year commencing on January 1, 2000 --------------------------------------------------------------------------------------------------------------------------------- Other Fees: --------------------------------------------------------------------------------------------------------------------------------- 1. Monthly Transaction Fees** --------------------------------------------------------------------------------------------------------------------------------- a. Monetary Transactions (Note 1) $(***) per monetary transaction b. Non-Monetary Transactions (Note 2) $(***) per non-monetary transaction ---------------------------------------------------------------------------------------------------------------------------------

CSG. Develop and maintain DR plans for initial response and recovery of the Data Center including, Disaster Recovery Management Team, Recovery Site Team, Telecom Team, Quality Services Team, Administration Team • Maintain Recovery contract and administer costs to business unit • Ensure all business units have appropriate hardware to receive their application or if such hardware is not required, have such business units acknowledge such non-requirements. • Coordinate and plan DR tests for CSG. • Document the recovery test plans, post mortem and track problem/resolution. • Assist business units where possible with their planning efforts. • Assist if requested, in business units’ business recovery planning efforts • Ensure offsite storage audits are performed quarterly. • Assist business unit in their implementation of the data set tracking tool. • Restore CSG’s production environment including the database data but not the production application data for recovery testing • Develop and maintain technical recovery plans: Technical support (MVS), (CICS), Software Telecommunications, Hardware Telecommunications, Operations support, Quality Services • To recover the system, the following areas shall have the following responsibilities: • MVS: recover the operating system with the appropriate software • Define, restore and back up of Code1+ Files • DASD: provide full volume backups of System, and CSG Applications Software volumes for CSG. Also maintain the VSAM allocation process. At time of disaster or testing, restore the system volumes, CSG Application Software volumes and execute the VSAM allocation process • CICS: recover the CICS software • Software/Hardware/ Telecom: recover the subscribed to telecom network • Supply recovery testing requirements in the form of goals and objectives • Document and maintain the application recovery plan for the product • Participate in the hotsite recovery testing by supporting the applications and their clients • To backup and send offsite, CSG Application Data • Recover application data for testing and in the event of a disaster (which includes the forward recovery of CICS.) • If there is any additional data that CSG wants FDT to be responsible for backing up and recovering for disaster recovery, CSG shall submit these requirements in writing to FDT, and FDT must agree in writing to the additional requirements. • Develop, maintain and test its business recovery plans