Providers Undertakings Sample Clauses

Providers Undertakings. The Provider warrants to the Purchasing Authority that the Licensed Materials used as intended by this HSCC Licence do not infringe the Copyright or any other proprietary or intellectual property rights of any person. The Provider reserves the right at any time to withdraw the whole, a part or parts of the Licensed Materials for which it no longer retains the right to publish or provide, or which it has reasonable grounds to believe infringes Copyright or is defamatory, obscene, unlawful or otherwise objectionable. In the event of the withdrawal of the whole or parts of the Licensed Materials under this clause 6.2, the Purchasing Authority may exercise its rights under clauses 8.1.3 “Service Performance Measurement & Related Payment”. The Provider shall notify the Purchasing Authority giving at least 30 (thirty) working days’ notice of: any anticipated material or substantial Provider (“native”) interface changes, such as a major redesign; any significant change to the users’ navigation of the Provider (“native”) interface; any significant change which may result in an adverse material effect on Authorised Users access to the Service and / or use of the Licensed Materials; Subject to clauses 6.3 if any changes have an adverse material effect on Authorised Users access to the Service or use of the Licensed Materials, the Purchasing Authority shall give prompt written notice to the Provider containing the particular details with respect to such effect. The Provider shall have the opportunity to resolve the Purchasing Authority’s concerns within the 30 (thirty) day period following receipt of the Purchasing Authority’s notice; and, if not resolved within such period, the Purchasing Authority may terminate this Schedule upon written notice to the Provider given no more than 10 (ten) days following the end of the Purchasing Authority’s cure period. If the changes render the Licensed Materials less useful in a material respect to the Purchasing Authority, the Purchasing Authority may within thirty days of such notice treat such changes as a breach of this HSCC Licence. Subject to commercial confidentiality the Provider must give at least 60 (sixty) working days written notice to the Purchasing Authority prior to the withdrawal date of the Licensed Materials. Subject to clause 6.2, 14 (fourteen) working days’ notice after removal may however be given by the Provider for content for which it no longer retains the right to provide or which it has reasonable grounds...
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Providers Undertakings. Provider undertakes to process Subscriber Data only for the purposes of fulfiling its Service obligation in this Agreement, in accordance with Applicable Data Protection Legislation, and Subscriber's written instructions from time to time. Provider shall not process Subscriber Data for their own purposes.
Sample 1
Providers Undertakings. 5.1 Provider warrants to Licensee that, to its knowledge, the Licensed Materials used as contemplated by this Agreement do not infringe the copyright or any other similar proprietary or intellectual property rights of any person. Provider shall indemnify and hold Licensee harmless from and against any loss, damage, cost, liability and expenses (including reasonable legal and professional fees) arising out of any breach of this warranty. This indemnity shall not apply if the Licensee has altered the Licensed Materials in any way not permitted by this Agreement.
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Providers Undertakings 
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Related to Providers Undertakings

  • LICENSEE’S UNDERTAKINGS 8.1 The Licensee shall:

  • Borrowers’ Undertaking to Agent Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

  • Further Undertakings The Executive hereby undertakes to the Company that he will not at any time:

  • Other Undertakings 1. The Recipient shall:

  • GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

  • Entire Agreement, Severability and Force Majeure This Agreement contains the entire agreement between Issuer and Escrow Agent regarding the Escrow Account. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes.

  • Integration and Severability This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between the Parties. The provisions of this Agreement are severable, and in the event any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Agreement Severable In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

  • Entire Agreement; Severability This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

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