Assignment of Customers Sample Clauses

Assignment of Customers. At the Effective Time, I-Link shall assign and transfer to Big Planet all its right, title and interest in the Existing Customers, which are more particularly described on attached Schedule 6.2(a). I-Link shall update Schedule 6.2(a) as of the Effective Time. By this irrevocable assignment, I-Link renounces and waives any and all rights it may have in the Existing Customers, except as otherwise provided herein. As of the Effective Time, Big Planet shall receive any and all gross revenues from the Existing Customers. I-Link further agrees that, on reasonable request and without further consideration, I-Link shall provide any and all existing information, hard copies of any contracts, data and business information, financial data, and similar existing information of I-Link to Big Planet regarding the Existing Customers, and generally do NOTE: WHERE USED IN THIS EXHIBIT, [***] INDICATES MATERIAL WHICH HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT WHICH HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. everything reasonably necessary to aid Big Planet with this assignment and transfer. In the event of the termination of this Agreement for any reason during the first year following the Effective Time, I-Link shall have the right, at its sole cost and expense, to reacquire all right, title and interest in the Existing Customers with respect to I-Link Products and Services, but not the product and services of Big Planet. Any such reacquisition must be done in accordance with all applicable laws. I-Link shall have the right to contact and notify the Existing Customers of such reversion, and Big Planet shall provide I-Link with reasonable assistance in effecting such reversion. In the event of any such election, I-Link shall be required to pay and reimburse Big Planet on a monthly basis for all commissions payable by Big Planet to its Big Planet Representatives with respect to such customers until Big Planet is no longer obligated to pay commission on sales to the Existing Customers. Big Planet shall have no obligation to modify its Big Planet Sales Compensation Plan to eliminate the commission payable on sales to the Existing Customers. Big Planet shall invoice I-Link on a monthly basis for the amount of such commissions and I-Link shall pay the invoice within thirty days. I-Link acknowledges and agrees that upon termination of this Agreement under any other circumstance all right, title and interest in the Existing Custome...

Assignment of Customers. Pursuant to subdivision (e) of Section 16-1002 of the Administrative Code and the Department’s Rules, if a Commercial Establishment fails to enter into a Written Service Agreement with a Zone Awardee selected for the Zone in which such Commercial Establishment is located (and/or a Citywide Containerized Commercial Waste Awardee in accordance with the Department’s Rules) by the Final Implementation Date for such Zone, the Department will assign such Commercial Establishment to a Zone Awardee and the processes and terms of service set forth in 16 RCNY § 20-26(e) shall apply, unless the Commercial Establishment selects a different Zone Awardee for Commercial Waste Collection Services. The Company acknowledges that the Department may assign one or more customers to the Company pursuant to such process in accordance with the Act and the Department’s Rules, and may assign a Customer at any time, including after the Final Implementation Date. The Company must follow the requirements in 16 RCNY § 20-26(e) and all applicable provisions of the Act, the Department’s rules, and all Department directives regarding provision of service to such customer(s), including adding such customer to the Company’s customer register.

Assignment of Customers. Xxxxxx/Xxxxxxx agrees to purchase those customers who have activated NXX codes within the confines of the Xxxxxxxx XXX 0 ("Xxxxxxxx XXX 0 Customers") for the price of $280.00 (Two hundred eighty dollars) per customer. The customers being purchased by Xxxxxx/Xxxxxxx are listed on Attachment B. The total amount will be paid in full by Xxxxxx/Xxxxxxx to WBCP no later than January 11, 1997. Further, as long as those customers subscribe to cellular service from Xxxxxx/Xxxxxxx, Xxxxxx/Xxxxxxx will be responsible to pay the residuals to the dealers and retailers who originated those customers in accordance with WBCP's agreements with said dealers and retailers, as agreed between Xxxxxx/Xxxxxxx and the agents/retailers the parties agree WBCP will not be responsible for any payments to the agents/retailers as of January 1, 1997. The customers to be acquired by Xxxxxx/Xxxxxxx shall be only those customers that are in WBCP's System under its standard credit and disconnect policies now in effect, and WBCP agrees to follow those policies up to the date of acquisition; Xxxxxx/Xxxxxxx have no obligation to pay for or acquire customers that are in the system outside of the standard WBCP credit and disconnect policies. It is acknowledged that all parties to this Agreement desire to have a smooth transition of those customers acquired by Xxxxxx/Xxxxxxx from WBCP; to that end, the parties agree that they will work together to devise an acceptable notice to the customers and that the same shall be sent to the customers at a mutually agreed time. The assignment of the cellular service agreements are in "as is" condition without warranties expressed or implied. WBCP makes no representations or warranties on the assignability of said customer contracts. Further, WBCP makes no representations or warranties on the enforceability of the agreements by Xxxxxx/Xxxxxxx once the agreements are assigned to it. WBCP fully discloses that some or a sizeable portion of said customers may object to the attempted assignment and may contend successfully that if Xxxxxx/Xxxxxxx cannot or chooses not to provide cellular service at the same rate, geographic area, terms, conditions, and/or local calling area as presently being provided to said customers by WBCP that their cellular service agreements are personal in nature and therefore not assignable. WBCP will have no responsibility to attempt to enforce the contracts once they are assigned to Xxxxxx/Xxxxxxx and will have no obligation to defend, i...

Assignment of Customers. In the event that this Agreement is terminated for any reason whatsoever, other than termination by USA.XXX xxx cause pursuant to Section 14 above, Regixxxx.xxx xxx require that USA.XXX xxx to effect a transfer of all rights to contact the Customers as follows: (i)

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Processing of Customer Personal Data 3.1 UKG will: 3.1.1 comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and 3.1.2 not Process Customer Personal Data other than for the purpose, and in accordance with, the relevant Customer’s instructions as documented in the Agreement and this DPA, unless Processing is required by the Data Protection Laws to which the relevant UKG Processor is subject, in which case UKG to the extent permitted by the Data Protection Laws, will inform Customer of that legal requirement before the Processing of that Customer Personal Data. 3.2 Customer hereby: 3.2.1 instructs UKG (and authorizes UKG to instruct each Subprocessor) to: (a) Process Customer Personal Data; and (b) in particular, transfer Customer Personal Data to any country or territory subject to the provisions of this DPA, in each case as reasonably necessary for the provision of the Services and consistent with the Agreement. 3.2.2 warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give the instructions set out in Section 3.2.1 on behalf of each relevant Customer Affiliate; and 3.2.3 warrants and represents that it has all necessary rights in relation to the Customer Personal Data and/or has collected all necessary consents from Data Subjects to Process Customer Personal Data to the extent required by Applicable Law. 3.3 Schedule 1 to this DPA sets out certain information regarding UKG’s Processing of Customer Personal Data as required by Article 28(3) of the GDPR (and equivalent requirements of other Data Protection Laws).
Solicitation of Customers During the periods in which the provisions of Section 8(a) shall be in effect, the Executive, directly or indirectly, will not seek nor accept Prohibited Business from any Customer (as defined below) on behalf of any enterprise or business other than the Company, refer Prohibited Business from any Customer to any enterprise or business other than the Company or receive commissions based on sales or otherwise relating to the Prohibited Business from any Customer, or any enterprise or business other than the Company. For purposes of this Agreement, the term “Customer” means any person, firm, corporation, partnership, limited liability company, association or other entity to which the Company or any of its affiliates sold or provided goods or services during the 24-month period prior to the time at which any determination is required to be made as to whether any such person, firm, corporation, partnership, limited liability company, association or other entity is a Customer, or who or which was approached by or who or which has approached an employee of the Company for the purpose of soliciting business from the Company or the third party, as the case may be. Provided, however, the goods or services must be competitive in some respect to the Company’s business during such time.
Nonsolicitation of Customers You shall not, while employed by Donnelley and for a period of 18 months from the date of Separation from Service with Donnelley for any reason, including your Separation from Service initiated by Donnelley with or without Cause, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity, solicit or provide services which are the same as or similar to the services Donnelley provided or offered while you were employed by Donnelley to any customer or prospective customer of Donnelley (i) with whom you had direct contact in the course of your employment with Donnelley or about whom you learned confidential information as a result of your employment with Donnelley or (ii) with whom any person over whom you had supervisory authority at any time had direct contact during the course of his or her employment with Donnelley or about whom such person learned confidential information as a result of his or her employment with Donnelley.
Protection of Customer Data The Supplier shall not delete or remove any proprietary notices contained within or relating to the Customer Data. The Supplier shall not store, copy, disclose, or use the Customer Data except as necessary for the performance by the Supplier of its obligations under this Call Off Contract or as otherwise Approved by the Customer. To the extent that the Customer Data is held and/or Processed by the Supplier, the Supplier shall supply that Customer Data to the Customer as requested by the Customer and in the format (if any) specified by the Customer in the Call Off Order Form and, in any event, as specified by the Customer from time to time in writing. The Supplier shall take responsibility for preserving the integrity of Customer Data and preventing the corruption or loss of Customer Data. The Supplier shall perform secure back-ups of all Customer Data and shall ensure that up-to-date back-ups are stored off-site at an Approved location in accordance with any BCDR Plan or otherwise. The Supplier shall ensure that such back-ups are available to the Customer (or to such other person as the Customer may direct) at all times upon request and are delivered to the Customer at no less than six (6) Monthly intervals (or such other intervals as may be agreed in writing between the Parties). The Supplier shall ensure that any system on which the Supplier holds any Customer Data, including back-up data, is a secure system that complies with the Security Policy and the Security Management Plan (if any). If at any time the Supplier suspects or has reason to believe that the Customer Data is corrupted, lost or sufficiently degraded in any way for any reason, then the Supplier shall notify the Customer immediately and inform the Customer of the remedial action the Supplier proposes to take. If the Customer Data is corrupted, lost or sufficiently degraded as a result of a Default so as to be unusable, the Supplier may: require the Supplier (at the Supplier's expense) to restore or procure the restoration of Customer Data to the extent and in accordance with the requirements specified in Call Off Schedule 8 (Business Continuity and Disaster Recovery) or as otherwise required by the Customer, and the Supplier shall do so as soon as practicable but not later than five (5) Working Days from the date of receipt of the Customer’s notice; and/or itself restore or procure the restoration of Customer Data, and shall be repaid by the Supplier any reasonable expenses incurred in doing so to the extent and in accordance with the requirements specified in Call Off Schedule 8 (Business Continuity and Disaster Recovery) or as otherwise required by the Customer.
AGREEMENTS WITH CUSTOMERS The Products are provided by the Third Party Vendor. All Terms of Use or Service as established by the Third Party Vendor and as set forth inter alia at xxxxx://xxx.xxxxxxxx.xxx/legal/migrationwiz-user-agreement/ and xxxxx://xxx.xxxxxxxx.xxx/legal/mspcomplete-access-agreement/ shall apply to the VAR’s resale activity and to the VAR’s Customers, including but not limited to the VAR’s indemnity of the Third Party Vendor based upon the VAR’s acts or omissions and including indemnity of the Third Party Vendor for any infringement claims arising from the combination by the VAR and/or Customers of Third Party Vendor’s intellectual property with the VAR or any third party’s intellectual property. The VAR agrees to provide each Customer with terms of use and gain their acceptance. You covenant, represent and warrant that you will present all Terms of Use or Service to each of your Customers and obtain their enforceable agreement to the Terms of Use or Service before permitting them to access or use the Products. You covenant, represent and warrant that no subscription for the Products shall be activated for or used by your Customers before the Customer agrees to the Terms of Use or Service. You will track and record acceptance by your Customers of the Terms of Use or Service and will provide such information to the Company upon request. The Company may modify these terms and conditions at any time. 1. PRODUCTS 2. THIRD PARTY VENDOR
Non-Solicitation of Customers and Suppliers Each Subject Party agrees that, during the Restricted Period, such Subject Party will not, without the prior written consent of Parent (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Date.
No Reliance on Administrative Agent’s Customer Identification Program Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such other Laws.
Agreements with Subcontractors Business Associate shall enter into a Business Associate Agreement with any Subcontractor to whom it provides PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity in which the Subcontractor agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such PHI. Business Associate must enter into this Business Associate Agreement before any use by or disclosure of PHI to such agent. The written agreement must identify Covered Entity as a direct and intended third party beneficiary with the right to enforce any breach of the agreement concerning the use or disclosure of PHI. Business Associate shall provide a copy of the Business Associate Agreement it enters into with a subcontractor to Covered Entity upon request. Business associate may not make any disclosure of PHI to any Subcontractor without prior written consent of Covered Entity.
Use of Customer Name Contractor may use County’s name without County’s prior written consent only in Contractor’s customer lists. Any other use of County’s name by Contractor must have the prior written consent of County.
Use of Customer Statements The Contractor shall not use any statement attributable to the Customer or its employees for the Contractor’s promotions, press releases, publicity releases, marketing, corporate communications, or other similar communications, without first notifying the Customer’s Contract Manager and securing the Customer’s prior written consent.

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