MODIFICATION BY CUSTOMER Sample Clauses

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MODIFICATION BY CUSTOMER. In the event that Customer exercises its option for the Source Code Buyout Option, Customer shall have the right to modify the MPOWER Software for Customer Processing without notifying MPOWER and without obtaining MPOWER's consent provided that (i.) Customer's ownership of such modifications shall be subject to MPOWER's proprietary rights in the MPOWER Software and to the provisions of this Section, (ii.) MPOWER's warranties and support obligations related to the MPOWER Software shall apply only to the Shelf Version, and (iii.) Customer shall not market or distribute such modifications (except Customer may distribute descriptions and/or documentation of such modifications to Related Parties and Non-Related Parties) which distribution or marketing shall be deemed a violation of MPOWER's proprietary rights in the MPOWER Software. If Customer desires MPOWER to continue to provide support services, Customer shall offer all modifications made by Customer to MPOWER for inclusion in the MPOWER Software, subject to the mutual agreement by the parties as to the consideration, if any, to be paid to Customer in return for Customer costs and efforts in development of such modification(s). MPOWER shall have the right to distribute such modifications as General System Enhancements, and if MPOWER does so, such modification shall be covered by the MPOWER warranty and support obligations as set forth in this Agreement. Subject to the foregoing, Customer agrees that all modifications accepted by MPOWER in writing shall be owned by MPOWER. All right, title and interest in such accepted modifications are hereby irrevocably assigned by Customer to MPOWER. All such modifications shall belong exclusively to MPOWER, with MPOWER having the right to obtain and to hold in its own name copyright registrations, patents and such other intellectual property protection as may be appropriate to the subject matter and any extensions and renewals thereof. Customer agrees to give MPOWER reasonable assistance, at MPOWER's expense, required to perfect MPOWER's rights set forth herein.
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MODIFICATION BY CUSTOMER. Unless otherwise agreed, Customer is not granted any right to modify Software furnished by Seller under this Agreement.
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Related to MODIFICATION BY CUSTOMER

  • Termination by Customer You may cancel your acceptance of the Agreement with XOOM at any time within three (3) business days of your enrollment authorization and receipt of this Agreement without penalty or

  • Termination by Contractor Contractor may, at its option, terminate this Contract upon the failure of MPS to pay any amount, which may become due hereunder for a period of sixty (60) days following submission of appropriate billing and supporting documentation. Upon said termination, Contractor shall be paid the compensation due for all services rendered through the date of termination including any retainage.

  • Mitigation by Custodian Upon the occurrence of any event which causes or may cause any loss, damage or expense to the Fund, (i) the Custodian shall, (ii) the Custodian shall cause any applicable Domestic Subcustodian or Foreign Sub-Subcustodian to, and (iii) the Custodian shall use its best efforts to cause any applicable Interim Sub-Subcustodian or Special Subcustodian to, use all commercially reasonable efforts and take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the Fund.

  • Indemnification by Customer Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

  • Termination by Client Without prejudice to any rights or remedies of the Client, the Client may, by at least seven (7) days’ notice in writing to Deswik, terminate this Agreement if: (a) Deswik breaches its obligations under this Agreement and: (i) the breach is not capable of remedy; (ii) if capable of remedy, the breach is not remedied within 30 days of receipt of written notice by Deswik requiring the breach to be remedied; or (b) an Insolvency Event occurs in respect to Deswik.