Vendor Affiliate(s means all individuals or entities controlling, controlled by or under common control with the Vendor, but for purposes of this definition, Vendor Affiliates shall not include Approved Contractors.
New Services shall be determined in a good faith basis between Customer and Vendor and is intended to include services that Customer may receive from Vendor and / or any person or entity controlled by, under common control with, Vendor (Vendor Affiliates and each a Vendor Affiliate).
The Purchaser covenants and agrees to remove or cause to be removed all of the Transferred Equipment located at premises of the Vendor and the Vendor Affiliates other than the Leased Properties as soon as practicable after Closing and, in any event, no later than the expiry date of the Premises License Agreement in respect of such premises, if any.
There is not currently outstanding against any of the Vendor or the Vendor Affiliates any Order which has or could reasonably be expected to have a Material Adverse Effect.
The Guarantor hereby represents and warrants to the Vendor and the Vendor Affiliates as follows, and acknowledges that the Vendor and the Vendor Affiliates are relying on such representations and warranties in connection with the transactions contemplated by this Agreement: (a) Incorporation and Organization.
Except for certain acts of default or breach which, in the aggregate, would not have a Material Adverse Effect none of the Vendor or the Vendor Affiliates, as the case may be, has violated or breached any of the terms or conditions of any Contract (other than the Material Contracts).