Copying, Modification, Access and Distribution Sample Clauses

Copying, Modification, Access and Distribution. Customer may make copies of each Product for back-up, testing and disaster recovery purposes provided that only the number of Instances of the Product licensed under a Schedule to this Agreement are in operation at any time. All copies of Products must contain MEDecision’s and its suppliers’ proprietary rights notices. The Products may not be modified, altered or enhanced except as authorized by MEDecision in writing. Except as specified on a Schedule to this Agreement, Customer may not use the Products as part of an application service provider, in connection with a service bureau, or for the benefit of any third party. In no event may Customer transfer, sublicense or distribute the Products. ***Confidential material which has been omitted and filed separately with the Securities and Exchange Commission.
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Copying, Modification, Access and Distribution. Customer and its Affiliates may copy the Products for Customer’s or its Affiliates’ own use, including copies for use in development, test, disaster recovery and back-up purposes; provided that only the number of copies licensed under Schedule 1 to this Agreement may be used in production at the same time. Customer and its Affiliates may copy the Documentation for Customer’s and/or its Affiliates’ internal use related to the Products. All copies of Products and Documentation must contain MEDecision’s proprietary rights notices. The Products may not be modified, altered or enhanced except as authorized by MEDecision in writing. Except as specified in this Agreement, Customer may not use the Products to provide an application service provider service, in connection with a service bureau, for the benefit of any third party (other than its Affiliates) or transfer or distribute the Products. MEDecision agrees that independent contractors and consultants engaged by Customer and/or its Affiliates to provide services for Customer may be granted access to the Products in accordance with the terms and conditions contained in this Agreement for the purpose of providing such services, provided that: (a) Customer has written Agreements in place with each such independent contractor and consultant with terms at least as protective of MEDecision Confidential Information as those contained in this Agreement, (b) Customer is liable for all acts and omissions of such independent contractor and consultant that would constitute a breach of this Agreement if such acts or omissions had been performed by Customer, and (c) no such independent contractor or consultant is a MEDecision Competitor. Customer shall have the right to use the Products in accordance with the terms and conditions contained in this Agreement, on an interim basis, not to exceed one hundred eighty (180) days, to provide services to any portion of Customer’s business which has been be sold to a third party; provided that: (a) Customer has written agreements in place with each such third party with terms at least as protective of MEDecision Confidential Information as those contained in this Agreement, (b) Customer is liable for all acts and omissions of such third parties that would constitute a breach of this Agreement if such acts or omissions had been performed by Customer, and (c) that no such third party is a MEDecision Competitor. MEDecision acknowledges that Customer has entered into information technol...
Sample 1

Related to Copying, Modification, Access and Distribution

  • Permitted Withdrawals from the Collection Account and Distribution Account (a) The Master Servicer may from time to time make withdrawals from the Collection Account for the following purposes:

  • Permitted Withdrawals from the Certificate Account and Distribution Account (a) The Master Servicer may from time to time make withdrawals from the applicable subaccount of the Certificate Account for the following purposes:

  • Collection Account and Distribution Account (a) On behalf of the Trust Fund, the Servicer shall establish and maintain, or cause to be established and maintained, one or more accounts (each such account or accounts, a “Collection Account”), held in trust for the benefit of the Trustee and the Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit or cause to be deposited in the related clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Servicer’s receipt thereof, and shall thereafter deposit in the Collection Account, in no event more than two Business Days after the deposit of good funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal or interest on the Mortgage Loans due on or before the related Cut-off Date, or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto):

  • Withdrawals from the Collection Account and Distribution Account (a) The Servicer shall, from time to time, make withdrawals from the Collection Account for any of the following purposes or as described in Section 4.03:

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • In-Kind Distribution Except as otherwise expressly provided herein, without the prior approval of the Manager, Assets of the Company, other than cash, shall not be distributed in-kind to the Members. If any Assets of the Company are distributed to the Members in-kind for purposes of this Agreement, such Assets shall be valued on the basis of the Gross Asset Value thereof (without taking into account section 7701(g) of the Code) on the date of Distribution; and any Member entitled to any Interest in such Assets shall receive such Interest as a tenant-in-common with the other Member(s) so entitled with an undivided Interest in such Assets in the amount and to the extent provided for in Articles 4 and 2.2 of the Agreement. Upon such Distribution, the Capital Accounts of the Members shall be adjusted to reflect the amount of gain or loss that would have been allocated to the Members pursuant to the appropriate provision of this Agreement had the Company sold the Assets being distributed for their Gross Asset Value (taking into account section 7701(g) of the Code) immediately prior to their Distribution.

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

  • Post Default Allocation of Payments Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows:

  • Identification of Workout-Delayed Reimbursement Amounts If any Advance made with respect to any Mortgage Loan on or before the date on which such Mortgage Loan becomes (or, but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Mortgage Loan, together with (to the extent theretofore accrued and unpaid) Advance Interest thereon, is not pursuant to the operation of the provisions of Section 3.05(a)(I) reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan becomes a Corrected Mortgage Loan (or, but for the making of three monthly payments under its modified terms, would constitute a Mortgage Loan that is a Corrected Mortgage Loan), such Advance, together with such Advance Interest, shall constitute a “Workout-Delayed Reimbursement Amount” to the extent that such amount has not been determined to constitute a Nonrecoverable Advance. All references herein to “Workout-Delayed Reimbursement Amount” shall be construed always to mean the related Advance and (to the extent theretofore accrued and unpaid) any Advance Interest thereon, together with (to the extent it remains unpaid) any further Advance Interest that accrues on the unreimbursed portion of such Advance from time to time in accordance with the other provisions of this Agreement. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine that such amount instead constitutes a Nonrecoverable Advance.

  • Allocation of Payments After Event of Default Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default with respect to any Borrower, all amounts collected from such Borrower or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable outside attorneys’ fees other than the fees of in-house counsel) of the Administrative Agent or any of the Lenders in connection with enforcing the rights of the Lenders under the Credit Documents against such Borrower and any protective advances made by the Administrative Agent or any of the Lenders, pro rata as set forth below; SECOND, to payment of any fees owed to the Administrative Agent or any Lender by such Borrower, pro rata as set forth below; THIRD, to the payment of all accrued interest payable to the Lenders by such Borrower hereunder, pro rata as set forth below; FOURTH, to the payment of the outstanding principal amount of the Loans or Letters of Credit outstanding of such Borrower, pro rata as set forth below; FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses “FIRST” through “FOURTH” above; and SIXTH, the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on each Lender’s Commitment Percentages) of amounts available to be applied.

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