NBS Sample Clauses

NBS. 1.2 The Constituent Corporations have entered into a Plan of Merger Agreement (the "Plan") of which these Articles of Merger are a part, and said Plan has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with the Law of Nevada and the Law of Delaware. Said Plan is on file at the principal place of business of the Surviving Corporation located at 131 West 35th Street New York, New York 00000 X xxxx xx xxxx Xxxx xxxx xx xxxxxxxxx xx xxx Xxxxxxxxx Xxrporation, on request and without cost, to any owner of the Constituent Corporations.
Sample 1
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NBS. NBS hereby represents and warrants that: (i) NBS has sufficient authority to enter into this Agreement; (ii) the Content delivered by NBS to Microsoft pursuant to this Agreement does not and will at all times not infringe any copyright, trade secret, trademark, or other personal or proprietary right held by any third Party; (iii) NBS has the full and exclusive right to grant or otherwise permit Microsoft to use the trademarks and logos set forth in this Agreement, and that it is aware of no claims by third parties adverse to any of such trademarks or logos; (iv) the NBS Site and all actions on the NBS Site are in compliance with all applicable laws; (v) to the extent that the Content contains third party materials, NBS has secured in writing all necessary third party permissions so that no further permissions and/or payments of any kind will be required by Microsoft for Microsoft's use of the Content as contemplated herein; and (vi) the Content does not and will not contain any messages, data, images or programs which are, by law, defamatory, obscene, or pornographic or in any way violate any applicable law. NBS hereby agrees to indemnify, pay the defense costs of, and hold MS harmless from any and all claims, demands, costs, liabilities, losses, expenses and damages (including attorneys' fees, costs, and expert witnesses' fees) arising out of or in connection with (a) any claim that (i) the Content violates any copyright, trade secret, trademark, or other proprietary right of any third party; (ii) third party permissions or licenses are required for MS to exercise any of its license rights with respect to the Content, including without limitation the use, modification, distribution and licensing of the Content; (iii) the Content is libelous, or violates any rights of privacy and/or publicity of any third party; or (iv) any instruction, advice, or information contained in the Content was inaccurate, false, misleading, or otherwise injurious to the end user; or (b) any claim which, taking the claimant's allegations to be true, would result in a breach by NBS of any of NBS's warranties and covenants set forth in this Agreement. Prompt notice shall be given to NBS of any claim to which the foregoing indemnity relates. NBS is, or within 90 days after the execution of this Agreement will become, a member in good standing in the TRUST-E privacy program, and will remain such or be a member in good standing of another industry-recognized online privacy organizatio...
Sample 1
NBS. Each Obligor agrees that NBS may transfer all or any of its rights or obligations under the Agreement and the Collateral Documents to any person who NBS reasonably believes can perform all of its obligations under the Agreement without the need for any further consent from any Obligor. Each such transferee is to have the same rights and obligations against each Obligor under the Agreement and the Collateral Documents (or a proportion of those rights and obligations if it is the transferee of part only) as if it was a party to the Agreement and the Collateral Documents in place of NBS.
Sample 1

Related to NBS

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  • Modern Slavery You hereby affirm your compliance with the Modern Slavery Xxx 0000 and associated guidance. You confirm (a) that you have read, are familiar with and shall not perform an act or omission which is in contravention with, the letter or spirit of the Act; and (b) you carry out regular, meaningful and comprehensive due diligence procedures and have internal policies in place to address any suspected human rights abuse in your business and Group where applicable.

  • Subscriber A Person who lawfully receives Cable Service over the Cable System with Franchisee’s express permission.

  • Incorporation and Good Standing of the Company and its Subsidiaries The Company has been duly incorporated and is validly existing as a corporation in good standing under the law of its jurisdiction of incorporation with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and has full power and authority to execute and perform its obligations under the Transaction Documents; each subsidiary of the Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a whole, and each has full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Pricing Disclosure Package and the Prospectus; all of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and are fully paid and nonassessable and, except as otherwise set forth in the Pricing Disclosure Package and the Prospectus (including the equity interests in the Company’s subsidiaries that have been pledged to lenders under the Company’s secured indebtedness disclosed in the Pricing Disclosure Package and the Prospectus), such shares held by the Company are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Energy 1. Cooperation shall take place within the principles of the market economy and the European Energy Charter, against a background of the progressive integration of the energy markets in Europe.

  • People in this context are the recipients of services provided by the local authority, or the direct beneficiaries of its activities. They can be of any age, for example:-  residents of local authority homes;  clients of, for example, social workers and home carers;  pupils of schools in the local authority’s area;  users of libraries and leisure facilities;  recipients of local authority services, including public health services;  those who benefit from local authority inspection and registration activities;  users of cafes, restaurants and other businesses, who benefit from local authority inspection and enforcement activities. Those who are "beneficiaries" or recipients will not necessarily be happy with the relevant activities, for example, abused children removed from their families, restaurant owners being inspected for compliance with hygiene regulations.

  • Sub-Advisors The Advisor may from time to time, in its sole discretion to the extent permitted by applicable law, appoint one or more sub-advisors, including, without limitation, affiliates of the Advisor, to perform investment advisory services with respect to the Fund. The Advisor may terminate any or all sub-advisors in its sole discretion at any time to the extent permitted by applicable law.

  • Subscription Services We grant You a right to use the Genesys Cloud Service in accordance with this Agreement and the applicable product descriptions found in the Services Order.

  • Mobile Gas Service Corp 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) , and clarified by Xxxxxx Xxxxxxx Capital Group, Inc. v.

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