Exclusions From Vendor’s Obligations Sample Clauses

Exclusions From Vendor’s Obligations. Vendor's obligations under this --------------- -------------------- Section 15 shall not apply to any infringement or violation of Intellectual Property Rights that is caused by unauthorized modification of the Products, any System or any component thereof by Owner or infringement that arises from use or combination of the Products with other products not supplied or approved by Vendor, or that arises from adherence to instructions to apply Owner's trademark, trade name or other company identification to a Product, or any infringement caused solely by Owner's use and maintenance of the Products other than in accordance with the Specifications, except as authorized or permitted by Vendor. Owner shall indemnify Vendor against all liabilities and costs, including reasonable attorneys' fees, for defense and settlement of any and all claims against Vendor for Owner's (and Affiliate's and Related Operator's) infringements or violations described in this subsection.
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Exclusions From Vendor’s Obligations. Vendor’s obligations under this Section 13 shall not apply to any claim to the extent that such claim is based on or solely arising from any of the following: a) OEM Equipment, Company equipment or software or third party hardware or software; b) any modifications, changes or improvements that are made at the written request of Company Indemnified Parties except (A) any Software Releases, Software Updates, Major Software Releases, Equipment Releases, Equipment Updates, and Equipment Upgrades provided by Vendor hereunder or (B) when Vendor provides formal written notification that such modifications, changes or improvements will be accorded protection in accordance with this Section 13; c) Company Indemnified Nortel Networks and Cricket Communications Proprietary and Confidential Information Parties’ modification of the Products that is not authorized in writing by Vendor; d) the combination, operation, or use of the Products with other software, products or items; e) Company Indemnified Parties’ failure to install or have installed changes, revisions or updates as instructed by Vendor, so long as (A) such changes revisions or updates were provided by Vendor at Vendor’s sole cost and expense in accordance with the procedures set forth in Sections 12.1.4 and 12.2.1(b)(iii) (as applicable), and (B) such changes, revisions or updates were Backwards Compatible; f) use of the Products not in accordance with the Specifications or use outside the scope of the licensed use; or (g) that arises from adherence to instructions to apply any Company’s trademark, trade name or other Company identification to a Product.
Exclusions From Vendor’s Obligations. Vendor’s obligations under this Section 13 shall not apply to any infringement or violation of Intellectual Property Rights that is caused by modification of the Products, any System or any component thereof by any Company if such modification is neither permitted under this Agreement nor authorized by Vendor or infringement that arises solely from combination of the Products with other products not supplied, installed, recommended or approved by Vendor, or that arises from adherence to instructions to apply any Company’s trademark, trade name or other Company identification to a Product.

Related to Exclusions From Vendor’s Obligations

  • Vendor’s Obligations Vendor shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination Vendor will stop work to the extent specified. Vendor shall also terminate outstanding orders and subcontracts as they relate to the terminated work. Vendor shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated work. The MTC or designee may direct Vendor to assign Vendor’s right, title, and interest under terminated orders or subcontracts to the MTC. Vendor must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.

  • Customer’s Obligations 8.1 The Customer shall:

  • HIRER’S OBLIGATIONS a) The Hirer acknowledges having received the Vehicle in a clean condition, with a full fuel tank and full bottle of gas (if applicable). The Hirer will return the Vehicle in a clean condition with a full fuel tank and a full bottle of gas (if applicable, and subject to any pre-purchase fuel and/or pre- purchase gas option being taken), on the Return Date at the time and at the Return Point set out in the Rental Agreement.

  • Licensor’s Obligations 4.5.1. Xxxxx the Licensee the right to use the intellectual property (the Service) as in the Agreement. Ensure 24/7 availability of the Service, apart from preventive maintenance time.

  • SUPPLIER’S OBLIGATIONS 6.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

  • Processor’s Obligations Except where expressly permitted by Article 28 (3)(a) GDPR, Processor shall process data subjects’ Data only within the scope of the Agreement and the instructions issued by Controller. Where Processor believes that an instruction would be in breach of applicable law, Processor shall notify Controller of such belief without undue delay. Processor shall be entitled to suspend performance on such instruction until Controller confirms or modifies such instruction. Processor shall, within Processor’s scope of responsibility, organize Processor’s internal organization so it satisfies the specific requirements of data protection. Processor shall implement technical and organizational measures to ensure the adequate protection of Controller’s Data, which measures shall fulfil the requirements of the GDPR and specifically its Article 32. Processor shall implement technical and organizational measures and safeguards that ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services and shall implement a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. Controller is familiar with these technical and organizational measures, and it shall be Controller’s responsibility that such measures ensure a level of security appropriate to the risk. The parties agree to refer to the existing certification of Processor by Kiwa International Cert GmbH in accordance with DIN ISO/IEC 27001:2015 which is considered sufficient evidence for these purposes by Controller and which is available on the website of Processor (xxx.xxxxxxx.xxx). Processor reserves the right to modify the measures and safeguards implemented, provided, however, that that the level of security shall not be less protective than initially agreed upon. Processor shall support Controller, insofar as is agreed upon by the parties, and where possible for Processor, in fulfilling data subjects’ requests and claims, as detailed in chapter III of the GDPR and in fulfilling the obligations enumerated in Articles 33 to 36 GDPR. Processor shall ensure that all employees involved in Contract Processing of Controller’s Data and other such persons as may be involved in Contract Processing within Processor’s scope of responsibility shall only do so within the scope of the instructions. Furthermore, Processor shall ensure that any person entitled to process Data on behalf of Controller has undertaken a commitment to confidentiality under terms similar to the confidentiality terms of the Agreement. All such confidentiality obligations shall survive the termination or expiration of such Contract Processing. Processor shall notify Controller without undue delay if Processor becomes aware of any Data breaches within Processor’s scope of responsibility. Processor shall implement the measures necessary for securing Data and for mitigating potential negative consequences for the data subject; the Processor shall coordinate such efforts with Controller without undue delay. Processor shall notify to Controller the point of contact for any issues related to data protection arising out of or in connection with the Agreement. The Exhibit provides for a list of the initially designated persons. Processor shall correct or erase Data if so instructed by Controller and where covered by the scope of the instructions permissible. Where an erasure, consistent with data protection requirements, or a corresponding restriction of processing is impossible, Processor shall, based on Controller’s instructions, and unless agreed upon differently in the Agreement, destroy, in compliance with data protection requirements, all carrier media and other material or return the same to Controller. In specific cases designated by Controller, such Data shall be stored or handed over. The associated cost for doing so and protective measures to put in place shall be agreed upon separately, unless already agreed upon in the Agreement. Processor shall, upon termination of Contract Processing and upon Controller’s instruction, return all Data, carrier media and other materials to Controller or delete the same. Where a data subject asserts any claims against Controller in accordance with Article 82 of the GDPR, Processor shall support Controller in defending against such claims, where possible at Controller’s cost as set out in Section 6 para. 3. § 4Controller’s Obligations Controller shall notify Processor without undue delay, and comprehensively, of any defect or irregularity with regard to provisions on data protection detected by Controller in the results of Processor’s work.

  • Contractor’s Obligations The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations.

  • Conditions of Investor’s Obligations at Closing The obligations of the Investor under subsection 1.1(c) of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against the Investor if it does not consent thereto:

  • Modifications and Waivers; Obligation of the Company Absolute The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed.

  • Conditions of the Company’s Obligations at Closing The obligations of the Company to sell Shares to the Purchaser at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

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