Customer Contracts Sample Clauses
A Customer Contracts clause defines the terms and conditions under which a business provides goods or services to its customers. This clause typically outlines the obligations of both parties, payment terms, delivery schedules, and any warranties or limitations of liability. For example, it may specify how orders are placed, the timeframe for delivery, and the process for handling disputes or returns. Its core practical function is to establish clear expectations and responsibilities, thereby reducing the risk of misunderstandings and disputes between the business and its customers.
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Customer Contracts. (a) As soon as practicable following the Principal Closing Date, the applicable Selling Entity and the applicable Acquiring Entity shall jointly notify each customer under a Customer Contract (other than those identified on Section 2 of Schedule 3.23(a) which are being assigned to the Acquiring ---------------- Entities) that effective as of the Principal Closing Date the Business has been transferred to the Acquiring Entities pursuant to this Agreement, and such Selling Entity shall use its best efforts to assist the applicable Acquiring Entity in obtaining a successor Customer Contract with the applicable Acquiring Entity with respect to the products and services of the Business on substantially the same terms as the Customer Contract (a "Successor Customer Contract"). In the event that a Successor Contract is not entered into by the customer and the applicable Acquiring Entity under terms acceptable to both Persons prior to the termination of a Customer Contract (under the current terms of the Customer Contract without giving effect to any automatic renewal or "evergreen" provisions thereof), the applicable Selling Entity shall continue the performance of such Contract as contemplated in Section 2.11(b) below.
(b) however, that in connection with the foregoing, such Acquiring Entity shall have ------- all rights and remedies against the other party to such Assumed Contracts, including without limitation the right to cease providing products and services thereunder if the other party thereto fails to perform its obligations thereunder.
(c) Intergraph shall deliver to USI amounts prepaid under Prepaid Maintenance Contracts in respect of the period following the applicable Closing Date as follows:
(i) concurrently with the applicable Closing, Intergraph shall deliver to USI the amounts prepaid under such Contracts in respect of the month in which such Closing occurs (pro-rated from the applicable Closing Date); and (ii) on the first day of each month thereafter, Intergraph shall deliver to USI the amounts prepaid under such Contracts in respect of each such month.
Customer Contracts. 6.2.1 The Redistributor should ensure that its contracts with its Customers give it all necessary rights to control and monitor Data use.
6.2.2 The Redistributor is obliged to make the contents of this Schedule available to its customers.
Customer Contracts. Promptly after any Loan Party becoming aware of the same, the Borrower shall give the Administrative Agent written notice of any cancellation, termination or loss of any material Contractual Obligation or other customer arrangement.
Customer Contracts. The Company represents and warrants to Lender that, as of the date hereof, to its knowledge all contracts and agreements between it and purchasers of its goods and services (whether payable in cash or in kind) are valid and in full force and effect, all amounts due and owing to the Company thereunder have been paid, no default exists either on the part of the Company or of any other party to any such contract and that the list of such contracts appearing on Schedule 401 attached hereto is true, accurate and complete;
Customer Contracts. With respect to each contract, agreement, commitment or other instrument in effect to which the Company is a party with any customer of the Company (each, a "Customer Contract") all performance warranties with respect to computer software represented in writing as owned by or proprietary to the Company ("Owned Software") made by the Company in any Customer Contract, including warranties with respect to capacity, availability, downtime and response time, and Year 2000 compliance have been satisfied in all material respects upon the terms and conditions and to the extent provided for in such Customer Contract, except for failures to satisfy which, individually or in the aggregate, would not have a Material Adverse Effect.
Customer Contracts. 4.1 Distributor shall have the authority to solicit the signature of customers on Licensor's customer contracts which have been jointly prepared by Licensor and Distributor for customers. Distributor has and shall exercise no authority to make any alterations in such agreements or to execute or accept such agreements on behalf of Licensor. Distributor shall inform all customers that such agreements must be forwarded to Licensor for acceptance and execution by Licensor in order for such agreement to be binding on Licensor.
4.2 Distributor has and may exercise no authority to make statements or representations concerning the Products or Services that exceed or are inconsistent with the marketing materials and technical specifications provided to Distributor by Licensor. Distributor has and may exercise no authority to bind Licensor to any undertaking or performance with respect to the Products or Services. Licensor has and may exercise no authority to make statements or representations concerning the Distributor which exceed or are inconsistent with this Agreement. Licensor has and may exercise no authority to bind Distributor to any undertaking or performance with respect to the Products or Services, other than as mutually agreed by Licensor and Distributor in writing in Licensor's contract for an customer. Notwithstanding the foregoing, in the event that a prospective customer contacts Licensor to request Products or Services and Distributor elects not to pursue the prospective customer, Licensor shall be free to negotiate independently with the customer for the provision of Products or Services.
Customer Contracts. Permit any Encumbrances on Customer Contracts other than Permitted Encumbrances; provided, however, an Obligor may permit Encumbrances on Customer Contracts in favour of suppliers for such Customer Contracts so long as (i) revenue generated on all such Customer Contracts Encumbered in favour of suppliers accounts for no more than 3% of revenue generated by all Customer Contracts; and (ii) gross margin generated by such Customer Contracts Encumbered in favour of suppliers accounts for no more than 3% of gross margin of JustEnergy (on a consolidated basis) calculated on a rolling four quarter basis at the end of each Fiscal Quarter. The Encumbrances of the Security over Customer Contracts that may be Encumbered in favour of suppliers from time to time in accordance herewith, will be released from time to time in accordance with the terms of the Intercreditor Agreement.
Customer Contracts. Representative shall provide to Customers the applicable RingCentral sales agreement and ordering documents included in the RingCentral Terms. In the event a Customer requests changes of any type from the standard RingCentral Terms, or discounts over the list price, all such proposed changes and discounts shall be forwarded to Avaya for its consideration and handling. RingCentral shall have sole discretion to determine if it wishes to agree to any changes to the RingCentral Terms. Representative understands and acknowledges that RingCentral shall have the right to reasonably modify the processes and documentation required to consummate a Qualified Sale. Any action of RingCentral in providing Services under terms erroneously offered by Representative or otherwise inconsistent with the then-effective RingCentral’s approved sales agreement forms shall not be deemed ratification or approval by RingCentral of such terms. RingCentral may update the RingCentral Terms from time to time, and the updated RingCentral Terms will become effective upon such update.
Customer Contracts. Except as described in the Prospectus, the Company has not sent or received any communication regarding termination of, or intent not to renew, any of the contracts or agreements referred to or described in, or filed as an exhibit to, the Registration Statement, and no such termination or non-renewal has been threatened by the Company, or to the knowledge of the Company, any other party to such contract or agreement.
Customer Contracts. All sale orders and other Contracts for the provision of goods or services to customers to the extent relating to the conduct of the Business, including the portion of each Shared Contract set forth on Schedule 1.1I under the heading “Shared Customer Contracts” to the extent relating to the conduct of the Business after the Closing;