By Amazxx Sample Clauses

By Amazxx xxx. Xxring the Term of this Agreement, neither Amazxx.xxx xxx any entity controlled by Amazxx.xxx xx in common control with Amazxx.xxx xxxl on its own or in conjunction with others, directly or indirectly for any reason whatsoever An asterisk [*] indicates that certain information has been omitted from this agreement pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission. enter into an agreement to assist in the marketing in the United States or any of its territories or possessions of any application for any credit, debit or charge card, except for the Co-Branded Cards, or recommend or endorse the acquisition of any debit, credit or charge card, except as provided for in this Agreement. The restrictions set forth in this section shall not apply to co-branded individual bankcards offered solely to employees of Amazxx.xxx xxxough a credit union affiliated with Amazxx.xxx. Xxthing in this Agreement shall prevent Amazxx.xxx xxxm offering a private label credit facility (a "house" charge account) that the parties mutually agree shall not be competitive with the Co-Branded Card.
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By Amazxx xxx. Xxazxx.xxx xxxresents and warrants that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) the execution and delivery by Amazxx.xxx xx this Agreement, and the performance by Amazxx.xxx xx the transactions contemplated hereby, are within Amazxx.xxx'x xowers, have been duly authorized by all necessary corporate action, do not require any consent or other action by or in respect of, filing with, any third party or any governmental body or agency, and do not contravene, violate or conflict with, or constitute a default under, any provision of applicable law, court decision, regulation, or under any governing documents, charter or bylaw, or any agreement, judgment, injunction, order, decree or other instrument binding on Amazxx.xxx; (xii) it is not currently aware of any claims, and is not currently involved in any litigation, challenging Amazxx.xxx'x xwnership of Amazxx.xxx Xxxks, other than Amazon Bookstore Cooperative, Inc. v. Amazxx.xxx; (xv) all intellectual property used by Amazxx.xxx (xxcluding the intellectual property being provided by NextCard) in connection with its obligations under this Agreement is either owned or properly licensed by Amazxx.xxx xxx the uses contemplated hereby and that such intellectual property does not infringe the rights of any third parties (except that, as to patents, this representation is given only as to current knowledge); (v) the services to be provided by Amazxx.xxx xxxll be performed in a diligent and professional manner in accordance with Amazxx.xxx'x xbligations under this Agreement and to NextCard's reasonable satisfaction; (vi) on or before December 31, 1999, all of Amazxx.xxx'x xystems being used in connection with the services contemplated hereunder will be year 2000 compliant in that all systems will provide the following functions: (a) handle date information before, during and after January 1, 2000, including without limitation, to accepting date input, providing date output and performing calculations on dates or portions of dates; (b) function accurately and without interruption before, during and after January 1, 2000, without any change in operations associated with the advent of the new century and any subsequent leap years; (c) respond to two-digit year-date input in a way that resolves the ambiguity as to century in a disclosed, defined, and predetermined manner; and (d) store and provide output of date information in ways t...
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By Amazxx xxx, Xxc. Amazxx.xxx,Xxx. guarantees to NextCard (but not to any third party) the performance of the obligations hereunder of Amazxx.xxx, X.L.C. (the "Obligations"); provided, however, that: (a) Amazxx.xxx, Xxc. agrees only to act as a guarantor of the performance of the Obligations, and not as a party thereto; (b) NextCard will include Amazxx.xxx, Xxc. as a party to receive notice of breach of the Obligations pursuant to Section 7.2 of the Agreement; and (c) Amazxx.xxx xxxll have no greater obligation to perform the Obligations than Amazxx.xxx, X.L.C. with respect thereto.
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By Amazxx xxx. Xx the extent permitted by law and subject to Section 1.5(d), Amazxx.xxx xxxl indemnify and hold harmless each of the Holders, officers, directors, employees and agents of a Holder or underwriters (as defined in the Securities Act) and each person, if any, who controls a Holder within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against any losses, claims, damages or liabilities (joint or several) to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on any of the following statements, omissions or violations (collectively a "Violation"):
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