By AMEX Sample Clauses

By AMEX. AMEX represents and warrants that: (1) it is a corporation duly incorporated, validly existing and in good standing under the laws of New York, (2) it has all the requisite corporate power and authority under its organizational documents and the laws of New York to execute, deliver and perform its obligations under this Agreement, (3) the execution, delivery and performance of this Agreement has been duly authorized by AMEX, (4) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement, (5) it shall comply with all applicable Federal, state and local laws and regulations, and shall obtain all applicable permits and licenses, in connection with its obligations under this Agreement, and (6) it has not disclosed any Confidential Information of Vendor.
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By AMEX. AMEX agrees to indemnify, defend and hold harmless Concur and its Affiliates and their respective directors, officers, employees and agents, from and against any and all claims, suits, losses, damages and liabilities (including reasonable attorney's fees and expenses) arising out of or resulting from
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By AMEX. AmEx agrees to indemnify, defend and hold harmless Portable and its Affiliates, and their respective directors, officers, employees and agents, from any and all claims, suits and liabilities (including reasonable attorney's fees and expenses) (a) arising out or resulting from any actual or alleged act or omission on the part of AmEx, its directors, officers, employees or agents (including Affiliates and licensees) in the marketing or selling of (i) AXI, Expense Manager, or XMS to Expense Manager Customers, and (ii) any AmEx products or services to Customers and Prospects, whether or not such acts or omissions occurred prior to the Effective Date, including without limitation, providing representations, commitments, or warranties (or failing to effectively disclaim all warranties and liabilities on behalf of Portable) to Prospects and Expense Manager Customers; and (b) of third parties arising out of or resulting from any claim, suit, or proceeding, and any damages or liability therefrom or settlement thereof (including reasonable fees of attorneys and related costs) to the extent based on a claim that AXI or Expense Manager or AmEx infringes the patent, copyright, trademark, trade secret, or other proprietary right of a third party.
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By AMEX. Subject to the terms and conditions of this Content ------- Agreement, AMEX hereby grants AvantGo a nonexclusive, non-transferable, revocable, worldwide license to use AMEX's trademarks, trade names and logos set forth on Exhibit A (the "AMEX Trademarks") solely in connection with the display --------- of AMEX Channels through the Service and the marketing of the AMEX Content and AMEX Channels. Notwithstanding any other provision of this Content Agreement to the contrary, AvantGo shall not have the right to use AMEX Trademarks or to refer to AMEX directly or indirectly, in connection with any product, promotion or publication without the prior written approval of AMEX. Any prior consent of use or reference may be revoked by AMEX at any time with immediate effect. AvantGo shall comply with any usage guidelines which may be provided to AvantGo by AMEX from time to time. AvantGo shall not challenge AMEX's ownership of AMEX Trademarks or use or adopt any trademarks which might be confusingly similar to such AMEX Trademarks.
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By AMEX. AMEX represents and warrants (i) it has all necessary rights, licenses and approvals required to perform its obligations hereunder; (ii) AMEX’s obligations are not in conflict with any other AMEX obligations or agreement (in writing or otherwise) with any third-party; (iii) AMEX will comply with all applicable foreign, federal, state and local laws, rules and regulations in the performance of its obligations hereunder; and (iv) AMEX will not commit any act of willful or grossly negligent misconduct that results in a breach of a right of privacy.
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By AMEX. AMEX agrees to defend, indemnify, and hold harmless TRX, TRX Affiliates performing Services, and each of their respective directors, officers, employees, and agents from and against any and all third-party claims, demands, liabilities, losses and expenses, including reasonable attorneys fees, resulting from or arising out of: (i) any breach of AMEX’s representations and warranties in this Agreement; or (ii) AMEX’s failure to comply with AMEX’s obligations under any and all laws, rules or regulations applicable to AMEX under this Agreement, except to the extent such violation arises out of TRX’s obligations hereunder.
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By AMEX. AmEx agrees to indemnify, defend and hold harmless Portable and its Affiliates, and their respective directors, officers, employees and agents, from any and all claims, suits and liabilities (including reasonable attorney's fees and expenses) (a) arising out or resulting from any actual or alleged act or omission on the part of AmEx, its directors, officers, employees or agents (including Affiliates and licensees) in the marketing or selling of (i) [*] and (ii) any AmEx products or services to Customers and Prospects, whether or not such acts or omissions occurred prior to the Effective Date, including without limitation, providing representations, commitments, or warranties (or failing to effectively disclaim all warranties and liabilities on behalf of Portable) to Prospects and [*] and (b) of third parties arising out of or resulting from any claim, suit, or proceeding, and any damages or liability therefrom or settlement thereof (including reasonable fees of attorneys and related costs) to the extent based on a claim that [*] or AmEx infringes the patent, copyright, trademark, trade secret, or other proprietary right of a third party. *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
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By AMEX. AMEX may, without liability to Developer, terminate this Agreement, suspend or terminate this Agreement or Developer’s access to the Developer Portal, the API Materials, and/or AMEX Platforms, in whole or in part in any of the following cases:
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Related to By AMEX

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  • Company to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet If requested by the Representatives, the Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement, to the Representatives an “electronic Prospectus” to be used by the Underwriters in connection with the offering and sale of the Offered Shares. As used herein, the term “electronic Prospectus” means a form of Time of Sale Prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representatives, that may be transmitted electronically by the Representatives and the other Underwriters to offerees and purchasers of the Offered Shares; (ii) it shall disclose the same information as the paper Time of Sale Prospectus, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic Prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representatives, that will allow investors to store and have continuously ready access to the Time of Sale Prospectus at any future time, without charge to investors (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in the Prospectus filed pursuant to XXXXX or otherwise with the Commission and in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Time of Sale Prospectus.

  • Requests for Approval If the Administrative Agent requests in writing the consent or approval of a Lender, such Lender shall respond and either approve or disapprove definitively in writing to the Administrative Agent within ten Business Days (or sooner if such notice specifies a shorter period for responses based on Administrative Agent’s good faith determination that circumstances exist warranting its request for an earlier response) after such written request from the Administrative Agent. If the Lender does not so respond, that Lender shall be deemed to have approved the request.

  • Change Orders Any alteration or deviation from the Services mentioned or any other contractual specifications that result in a revision of this Agreement shall be executed and attached to this Agreement as a change order (“Change Order”).

  • Requests for Registration Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

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