APA. 4.1.1 The APA represents and warrants that to the best of the APA’s knowledge, the Licensed Materials used as contemplated by this License Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any third party. The APA shall indemnify and hold Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of legal action taken against Licensee due to an actual or alleged infringement of such rights. This indemnity shall not apply if Licensee and/or Authorized User has modified or used the Licensed Materials in any way not permitted by this License Agreement.
4.1.2 The APA reserves the right to withdraw from the Licensed Materials any material which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable. The APA shall give written notice of the withdrawal to Licensee within sixty (60) days of the removal of any material pursuant to this section.
4.1.3 The APA shall comply with the American with Disabilities Act (ADA) by supporting assistive software or devices such as large print interfaces, voice-activated input, and alternate keyboard or pointer interfaces in a manner consistent with generally accepted best practices.
4.1.4 The APA shall make statistics regarding the usage of the Licensed Materials by Licensee and Authorized Users available to Licensee in a manner consistent with generally accepted best practices. The APA will provide ongoing access to usage statistics on a password-protected site.
4.1.5 The APA will store Licensed Materials in one or more APA locations in digital form accessible by telecommunications links between such locations and authorized locations of the Licensee.
4.1.6 The APA shall use reasonable efforts to provide continuous access to the Licensed Materials. Unavailability may occur related to failure of equipment or services beyond the control of the APA. Every effort will be made to minimize any downtime and to restore services in the event of a failure beyond the control of the APA.
4.1.7 No computer software is delivered as a part of this License Agreement and this License Agreement is not conditional upon Licensee's ability to provide its own software or the ability to use the Licensed Materials provided under this License Agreement.
APA. Search guides, topic guides, quick reference guides, database documentation, scheduled webinars, individually arranged webinars, training videos, training at conferences. See • Print quick reference guides are also available free of charge in quantity for distribution to users by contacting xxxxxxxx@xxx.xxx • These materials can also be linked to the learning management system or organization web site without seeking APA’s permission. • A variety of materials including posters, flyers and screen savers – Ebsco requires engagement with each requesting customer in order to determine specific requirements. • All training material and user guides can be viewed on our Support Site: xxxx://xxxxxxx.xxxxx.xxx/training/ OVID • User guides and Quick Reference Cards are available for downloading, as are step-by-step PowerPoint presentations which show how to use Ovid features and functionality to enhance the user’s searching experience. • Further details here: • Quick Start guides on the ProQuest Platform can be found here: xxxx://xxxxxxxx.xxxxxxxxx.xxx/newproquest • APA databases : Training and Training Materials • Search guides, quick reference guides, topic guides, database documentation, scheduled webinars, individual webinars, training videos, training at conferences. We will also provide webinars for faculty and students, researchers, clinical or other staff that use the databases. See • Print quick reference guides are also available in quantity for distribution to users by contacting xxxxxxxx@xxx.xxx EBSCOHost • Onsite training specialists will be made available to subscribing organisations. In addition, Ebsco provides remote Webex training sessions run throughout the academic calendar. • User guides and Quick Reference Cards are available for downloading, as are step-by-step PowerPoint presentations which show how to use Ovid features and functionality to enhance the user’s searching experience. Further details here: xxxx://xxx.xxxx.xxx/site/help/training.jsp • Training and consulting is offered in-person and on-site, remotely using webinars. • ProQuest all offer all manner of publically available recorded webinars and video. • Online via Web Conferencing (Webex) Product Documentation Comprehensive help files are included in the online service. Copying of hardcopy and electronic documentation is permitted. Training and Training Materials Making copies of training materials for teaching purposes is permitted. Terms and Conditions Licence type Please make sure...
APA. The directors of the Company in office immediately prior to the Effective Time shall be the directors of APA upon the Effective Time and will continue to hold office from the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and qualified in the manner provided in the APA A&R Charter and the APA A&R Bylaws, or as otherwise provided by law.
APA. The Guarantor acknowledges the matters set forth in Section 1.06(d) of the Participation Agreement and confirms that the circumstances referred to therein shall not alter, diminish or otherwise impair or affect the obligations of the Guarantor under this Agreement.
APA. This Agreement is made in accordance with and is subject to all the terms, representations, warranties, covenants, agreements and limitations set forth in the APA, and all such terms, representations, warranties, covenants, agreements and limitations are incorporated herein by this reference. The execution and delivery of this Agreement by the parties hereto shall not in any way limit the rights and obligations of the parties under the APA. In the event of any conflict between the terms of this Agreement and the APA, the APA shall control.
APA. 3.1.1 The APA represents and warrants that to the best of the APA’s knowledge, the Licensed Materials used as contemplated by this License Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any third party. The APA shall indemnify and hold Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of legal action taken against Licensee due to an actual or alleged infringement of such rights. This indemnity shall not apply to any Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by the Licensee or Authorized User or if Licensee and/or Authorized User has modified or used the Licensed Materials in any way not permitted by this License Agreement.
3.1.2 The APA reserves the right to withdraw from the Licensed Materials any material which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable. The APA shall give written notice of the withdrawal to Licensee within sixty (60) days of the removal of any material pursuant to this section.
3.1.3 Licensor shall comply with the Americans with Disabilities Act (ADA), by supporting assistive software or devices such as large print interfaces, text-to-speech output, voice- activated input, refreshable braille displays, and alternate keyboard or pointer interfaces, in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines 2.1 AA (xxxx://xxx.x0.xxx/WAI/guid-tech.html). Licensor shall ensure that product maintenance and upgrades are implemented in a manner that does not compromise product accessibility. Licensor shall provide to Licensee a current, accurate completed Voluntary Product Accessibility Template (VPAT) to demonstrate compliance with accessibility standards (xxxxx://xxx.xxxx.xxx/policy/accessibility). If the product does not comply, the Licensor shall adapt the Licensed Materials in a timely manner and at no cost to the Licensee in order to comply with applicable law.
3.1.4 The APA shall make statistics regarding the usage of the Licensed Materials by Licensee and Authorized Users available to Licensee in a manner consistent with generally accepted best practices. The APA will provide ongoing access to usage statistics on a password-protected site.
3.1.5 The APA will store Licensed Mater...
APA. As permitted by the terms of the 2018 Agreement, Original Borrower has entered into the APA with Assumptor for the sale and purchase of the Assets, which includes, without limitation, the Oklahoma Interests, along with certain additional assets more particularly described in the 2018 Agreement and the APA, including without limitation, the following: (i) all of Original Borrower’s right, title, and interest in and to the “Many Drinks” disposal well and equipment, all associated agreements and other property or assets located on and/or associated with the “Many Drinks” disposal well owned by Original Borrower (collectively, the “Many Drinks Assets”), and (ii) all of Original Borrower’s right, title, and interest in and to the leasehold estate acquired around the temporarily abandoned wxxxx previously operated by and formerly owned by Midstates Petroleum or Equal Energy, Inc. or its subsidiary Petroflow Energy Corporation, and all other property and assets located on and/or associated therewith (collectively, the “TAW Assets”) (all of the above assets being collectively referred to herein as the “Camber Assets”).
APA. This sale is in accordance with and is subject to all the terms, representations, warranties, covenants, agreements and limitations set forth in the APA and all such terms, representations, warranties, covenants, agreements and limitations are incorporated herein by this reference. The execution and delivery of this Xxxx of Sale by the parties hereto shall not in any way limit the rights and obligations of the parties under the APA. In the event of any conflict between the terms of this Xxxx of Sale and the APA, the APA shall control.
APA. To the extent of any contradiction or inconsistency between this Agreement and the APA, the terms of this Agreement shall control.
APA. Effective on the closing of the Sale of the Business, the APA shall be amended as follows:
Section 1.1 of the APA is amended by adding the following definitions in their proper alphabetical order:
