Access; Mitigation Sample Clauses

Access; Mitigation. The Seller Representative shall have the right to inspect the assets and properties of the Acquired Companies and to inspect and make abstracts and copies of all books and records of the Acquired Companies relating to any claims for which indemnification may be sought hereunder against a Seller as the Seller Representative may, from time to time, reasonably request. Such inspection shall take place at mutually agreeable times during normal business hours, after reasonable notice to Purchaser and in a manner that does not unduly disrupt the Company’s normal business activities. Purchaser shall cause the Acquired Companies (or their successors) to furnish the Seller Representative with such information respecting the assets, business and financial records of the Acquired Companies (or their successors). The Seller Representative shall maintain in confidence and not disclose to anyone, or use for any purpose other than in connection with the duties of the Seller Representative under this Agreement, any such information that it receives from the Company or Purchaser; provided, however, that the Seller Representative may, in its discretion, provide such information to any Seller who may be obligated to make indemnification payments or reimbursements hereunder with respect to any applicable claim or related litigation so long as such Seller is bound by a similar confidentiality obligation. Each party hereto shall take commercially reasonable steps to mitigate its Damages for which indemnification may be claimed hereunder promptly following any event which would reasonably be expected to give rise to such Damages, it being understood and agreed that no party shall be under any obligation to take any steps pursuant to this Section 6.10 that would reasonably be expected to impose any material cost, result in the loss of any material benefit or otherwise adversely impair the business of the Company or such party in any material respect. To the extent any Indemnified Party has failed to take commercially reasonable steps to mitigate its Damages pursuant to this Section 6.10, then the Indemnifying Party’s indemnification obligation shall be reduced by the portion of such Damages attributable to such failure.
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Related to Access; Mitigation

  • Set Off; Mitigation The Company’s obligation to pay Executive the amounts and to provide the benefits hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company. However, Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment or otherwise.

  • Risk Mitigation Transfer Agent shall use commercially reasonable efforts to manage, control and remediate any threats identified in the Risk Assessments that it believes are likely to result in material unauthorized access, copying, use, processing, disclosure, alteration, transfer, loss or destruction of Fund Data, consistent with the Objective, and commensurate with the sensitivity of the Fund Data and the complexity and scope of the activities of Transfer Agent pursuant to the Agreement.

  • Set Off; No Mitigation The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreement.

  • Maintenance Training 16.8.1 The Seller will provide maintenance training for the Buyer’s ground personnel as further set forth in Appendix A to this Clause 16. The available courses will be as listed in the Seller’s Customer Services Catalog current at the time of the course. The practical training provided in the frame of maintenance training will be performed on the training devices in use in the Seller’s Training Centers.

  • Maintenance of the Primary Insurance Policies (a) The Master Servicer shall not take, or permit any Servicer (to the extent such action is prohibited under the applicable Servicing Agreement) to take, any action that would result in noncoverage under any applicable Primary Insurance Policy of any loss which, but for the actions of such Master Servicer or Servicer, would have been covered thereunder. The Master Servicer shall use its best reasonable efforts to cause each Servicer (to the extent required under the related Servicing Agreement) to keep in force and effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain such insurance), primary mortgage insurance applicable to each Mortgage Loan in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer shall not, and shall not permit any Servicer (to the extent required under the related Servicing Agreement) to, cancel or refuse to renew any such Primary Insurance Policy that is in effect at the date of the initial issuance of the Mortgage Note and is required to be kept in force hereunder except in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable.

  • Employee Cooperation Following termination of Employee’s employment, Employee shall cooperate fully with the Company in all matters including, but not limited to, advising the Company of all pending work on behalf of the Company and the orderly transfer of work to other employees or representatives of the Company. Employee shall also cooperate in the defense of any action brought by any third party against the Company that relates in any way to Employee’s acts or omissions while employed by the Company.

  • Designated Configuration; Trained Personnel State Street and the Fund shall be responsible for supplying, installing and maintaining the Designated Configuration at the Designated Locations. State Street and the Fund agree that each will engage or retain the services of trained personnel to enable both parties to perform their respective obligations under this Addendum. State Street agrees to use commercially reasonable efforts to maintain the System so that it remains serviceable, provided, however, that State Street does not guarantee or assure uninterrupted remote access use of the System.

  • No Mitigation Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.

  • Maintenance Program LESSEE's Maintenance Program

  • Boiler and Machinery Insurance Broad form boiler and machinery insurance (without exclusion for explosion) covering all boilers or other pressure vessels, machinery, and equipment located in, on or about the Property and insurance against loss of occupancy or use arising from any breakdown in such amounts as are generally required by institutional lenders for properties comparable to the Property;

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