From Vendor Sample Clauses

From Vendor. Vendor represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights to use the System set forth in this Agreement without the further consent of any third party. Vendor’s representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Vendor. In the event of a breach of the warranty in this Section 8.1, Vendor, at its own expense, shall promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it noninfringing; or (c) terminate the infringing features of the Service and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Vendor’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the System.
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From Vendor. Vendor shall defend and indemnify Customer and Customer’s Associates (as defined below in Section 13.3) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of, related to, or alleging infringement of any patent, copyright, trade secret, or other intellectual property right by the System. Vendor’s obligations set forth in this Section 13.1 do not apply to the extent that an Indemnified Claim arises out of: (a) Customer’s breach of this Agreement; (b) revisions to the Licensed Software or other System components made without Vendor’s written consent; (c) Customer’s failure to incorporate Licensed Software updates or upgrades that would have avoided the alleged infringement, provided Vendor offered such updates or upgrades without charges not otherwise required pursuant to this Agreement; (d) Vendor’s modification of Licensed Software in compliance with specifications provided by Customer, including without limitation Deliverables to the extent created based on such specifications; (e) any Deliverable, if the SoW or a disclosure provided at or before delivery states that such Deliverable incorporates third party software or other assets; or (f) use of the System in combination with hardware or software not provided by Vendor.
Sample 1
From Vendor. Vendor represents and warrants: (a) that all Professional Services will be performed in a professional and workmanlike manner. In the event of a breach of either warranty in this Section 4.1, Vendor, at its own expense, shall promptly re-perform the Professional Services or repair and redeliver the Deliverable in question. The preceding sentence, in conjunction with Customer’s right to terminate this Agreement for breach where applicable, states Customer’s sole remedy and Vendor’s entire liability for breach of the warranty in this Section 4.1.
Sample 1
From Vendor. Vendor represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) the performance of its obligations and/or exercise of its rights hereunder will not violate or conflict with (1) any agreements, contracts or other arrangements to which it is a Party, or (2) any applicable law and/or regulation, (c) the execution of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and any other consents required to be obtained by it have been obtained, (d) it will provide the Services in a professional manner consistent with the levels of performance that would be reasonably expected of similar companies, (e) it will comply with all applicable laws and regulations, including, without limitation, the US Foreign Corrupt Practices Act, and all other laws and regulations prohibiting corruption and bribery, and (f) it will not, directly or indirectly make or give, offer or promise to make or give, or authorize the making or giving of any payment, gift, or other thing of value or advantage to any person or entity for the purpose of wrongfully influencing decisions or for any other purpose that is otherwise unlawful.
Sample 1

Related to From Vendor

  • Release from Contract An employee under contract shall be released from the obligations of the contract upon request under the following conditions:

  • Reverse ADSL Loops If a CLEC’s ADSL Transmission Unit (including those integrated into DSLAMs) is attached to Sprint’s Network and if an ADSL Copper Loop should start at an outside location, and is looped through a host or remote, and then to the subscriber, the copper plant from the outside location to the Sprint host or remote central office must be a facility dedicated to ADSL transmission only and not part of Sprint’s regular feeder or distribution plant.

  • GARBAGE DISPOSAL, RECYCLING, AND BIODEGRADABLE MATERIALS A. Concessionaire shall be responsible for maintaining the cleanliness of the Concession Premises. Concessionaire shall ensure placement of all garbage and trash generated by the Concession Operation in designated containers and that said containers are emptied daily, or as more frequently required by Department, at a location within the Area designated by Department. Disposal costs from this latter location shall be borne by Department. Concessionaire shall provide such additional trash containers as may be required to keep the immediate Concession Premises clean at all times. The type of trash containers provided by Concessionaire shall be approved by Department prior to use.

  • RECOVERY FROM THIRD PARTIES 8.1 Where the Warrantor has paid an amount in full discharge of a liability under paragraph 2 in respect of any Liability for Taxation and the Buyer or the Company is or becomes entitled to recover from some other person not being the Buyer, the Company or any other company within the Buyer’s Tax Group, any amount in respect of such Liability for Taxation, the Buyer shall or shall procure that the Company shall:

  • Unbundled Copper Loop – Non-Designed (UCL-ND 2.4.3.1 The UCL–ND is provisioned as a dedicated 2-wire metallic transmission facility from BellSouth’s Main Distribution Frame (MDF) to a customer’s premises (including the NID). The UCL-ND will be a “dry copper” facility in that it will not have any intervening equipment such as load coils, repeaters, or digital access main lines (DAMLs), and may have up to 6,000 feet of bridged tap between the End User’s premises and the serving wire center. The UCL-ND typically will be 1300 Ohms resistance and in most cases will not exceed 18,000 feet in length, although the UCL-ND will not have a specific length limitation. For Loops less than 18,000 feet and with less than 1300 Ohms resistance, the Loop will provide a voice grade transmission channel suitable for Loop start signaling and the transport of analog voice grade signals. The UCL-ND will not be designed and will not be provisioned with either a DLR or a test point.

  • Wire Transfer Instructions I will wire funds from my outside account according to the “Subscription Instructions” Page. ____ I will wire funds from my Aegis Capital Account. ____The funds for this investment are rolled over, tax deferred from __________ within the allowed 60 day window. Investor Signature Date Investor Signature Date

  • Escrow Agent Not Responsible after Release The Escrow Agent will have no responsibility for escrow securities that it has released to a Securityholder or at a Securityholder’s direction according to this Agreement.

  • Release from Liability Contractor generally releases from liability and waives all claims against any party providing information about the Contractor at the request of System Agency.