Developer Obligations In accordance with applicable NYISO requirements, Developer shall maintain satisfactory operating communications with Connecting Transmission Owner and NYISO. Developer shall provide standard voice line, dedicated voice line and facsimile communications at its Large Generating Facility control room or central dispatch facility through use of either the public telephone system, or a voice communications system that does not rely on the public telephone system. Developer shall also provide the dedicated data circuit(s) necessary to provide Developer data to Connecting Transmission Owner and NYISO as set forth in Appendix D hereto. The data circuit(s) shall extend from the Large Generating Facility to the location(s) specified by Connecting Transmission Owner and NYISO. Any required maintenance of such communications equipment shall be performed by Developer. Operational communications shall be activated and maintained under, but not be limited to, the following events: system paralleling or separation, scheduled and unscheduled shutdowns, equipment clearances, and hourly and daily load data.
Supplier Obligations 2.1 Deliverables Supplier agrees to supply, and Xxxxx NZT agrees to acquire, the Deliverables subject to and in accordance with the terms of the Agreement.
2.2 Performance standards Supplier will perform its obligations under the Agreement in a timely manner and in accordance with Good Industry Practice.
2.3 Laws, licences and approvals In carrying out its activities in connection with this Agreement, Supplier will comply with all applicable Laws and will not commit any act or omit to do anything that causes or has the potential to cause Spark NZT to breach any Laws. Supplier will have all the licences, consents and approvals needed to supply the Deliverables and perform and observe its other obligations in accordance with the Agreement.
2.4 Requirements Supplier will provide the Deliverables to Spark NZT free of Defects and in accordance with all applicable Requirements, Service Levels and timeframes for delivery set out in a Side Letter or PO.
2.5 Co-operation Supplier will co-operate in good faith and in a timely manner with other Spark NZT suppliers, and if reasonably requested by Spark NZT, will provide information and assistance as necessary to facilitate the supply of goods or services to Spark NZT by those suppliers. A breach of this clause will be deemed a material breach of the Agreement.
2.6 Policies Supplier will use its best endeavours to follow Spark NZT’s applicable policies as provided to Supplier in writing from time to time, and a persistent or material breach of any of those policies will constitute a material breach of the Agreement. Supplier will advise Spark NZT immediately that it becomes aware that it has breached or is likely to have breached any of Spark NZT’s policies including if Spark NZT’s security has been compromised.
2.7 Key Personnel Supplier will assign the Key Personnel to the corresponding roles specified in the Agreement, and will not re-assign those Key Personnel without Spark NZT’s prior written consent, not to be unreasonably withheld or delayed.
2.8 Documentation Accompanying each Deliverable, Supplier will provide Spark NZT with corresponding Documentation. Supplier will ensure that the Documentation includes a complete set of operating, technical and user manuals with a level of specificity to enable a reasonably competent user to make effective use of each Deliverable. If Spark NZT discovers any error in the Documentation, Spark NZT may notify Supplier in writing of the error and Supplier will promptly correct it and provide Spark NZT with amended Documentation at no additional cost to Spark NZT. Spark NZT may copy Documentation as reasonably necessary to enable Spark NZT to enjoy the benefit of the Deliverables in accordance with the Agreement.
2.9 Information Supplier will prepare, and retain during the term of the Agreement and for a reasonable period afterwards, accurate records and accounts in relation to all material aspects of its activities under the Agreement, including the Charges and Deliverables, in each case to a level of detail, completeness and accuracy consistent with Good Industry Practice and any relevant terms in this Agreement.
Subscriber Obligations The Subscriber must:
(a) notify XXXX in writing as soon as reasonably practicable after it becomes aware of any claim under clause 13.1 of this Participation Agreement;
(b) on leave being granted by a court, give XXXX the option to conduct the defence of such a claim, including negotiations for settlement or compromise prior to the institution of legal proceedings, provided that the Subscriber may direct XXXX in the conduct of the defence or settlement of any claim to the extent reasonably necessary:
(i) to the extent reasonable, to protect the reputation of the Subscriber; and/or
(ii) to ensure the Subscriber continuity of the use of the Services in accordance with the Participation Agreement; and/or
(iii) to determine the amount of any settlement sum to be granted;
(c) provide XXXX with reasonable assistance in conducting the defence of such a claim, subject to the Subscriber being reimbursed by XXXX for the costs of providing such assistance;
(d) permit XXXX to modify, alter or substitute the infringing part of the Services, at its own expense, to render the Services non-infringing; and
(e) authorise XXXX to negotiate and procure on behalf of the Subscriber a licence or other authority to enable the Subscriber to continue the use of the Services.
Customer Obligations To facilitate NCR Voyix’s provision of the Hosting Services hereunder and Xxxxxxxx’s access and use of the Hosted NCR Voyix Software hereunder, Customer agrees to undertake the following:
(a) Provide and maintain the Customer Equipment at each of the Customer Locations in accordance with the minimum standards established by NCR Voyix, which as of the Effective Date include a windows-based PC and store level file server that each include a Windows operating system actively supported by Microsoft Corporation, an internet browser that is actively supported by Microsoft Corporation, and Customer Equipment maintained in good working order in accordance with the minimum standards recommended by the manufacturer;
(b) Provide and maintain access to the internet at each of the Customer Locations through a competent internet service provider (ISP), maintaining telephone or other telecommunication services necessary to connect each of Customer’s Locations to Customer’s ISP;
(c) Abide by the security procedures specified by NCR Voyix and perform reasonable and customary security practices to preclude attempts to circumvent any security procedures or utilize any unauthorized systems in an attempt to access the data of another Customer;
(d) Provide timely notification of any issues and give appropriate lead time to NCR Voyix for any special requests;
(e) Make all reasonable efforts to assist NCR Voyix in identifying, isolating and replicating issues found in the System; and
(f) Customer shall be solely responsible for the manner in which Customer and Customer’s users use the System and the Hosted Software. Customer shall ensure that only authorized users have access to any user identifications or passwords for use in connection with the System and the Hosted Software and that such authorized users shall not disclose such identifications or passwords to any other individual. Customer acknowledges and agrees that it is solely responsible for strictly maintaining the confidentiality and integrity of such identifications and passwords and Customer shall indemnify and hold harmless NCR Voyix from and against any liability, damages, or costs arising from Customer’s failure to comply with this obligation including, but not limited to, improper or unauthorized account access using Customer’s user identifications or passwords, provided such identifications or passwords were not improperly disseminated by NCR Voyix or any of its agent or representatives. Customer shall notify NCR Voyix immediately in writing if the security or integrity of an identification or password has been compromised.
Reporting Obligations and Regulatory Approvals Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.
SERVICE MONITORING, ANALYSES AND ORACLE SOFTWARE 11.1 We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license management purposes.
11.2 We may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). We may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or any individual. We retain all intellectual property rights in Service Analyses.
11.3 We may provide You with the ability to obtain certain Oracle Software (as defined below) for use with the Services. If we provide Oracle Software to You and do not specify separate terms for such software, then such Oracle Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to use such Oracle Software, subject to the terms of this Agreement and Your order (except for separately licensed elements of the Oracle Software, which separately licensed elements are governed by the applicable separate terms), solely to facilitate Your use of the Services. You may allow Your Users to use the Oracle Software for this purpose, and You are responsible for their compliance with the license terms. Your right to use any Oracle Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services associated with the Oracle Software. Notwithstanding the foregoing, if Oracle Software is licensed to You under separate terms, then Your use of such software is governed by the separate terms. Your right to use any part of the Oracle Software that is licensed under the separate terms is not restricted in any way by this Agreement.
Nurses Unit and Per Diem Nurses Unit This Agreement is made and entered into by and between the County of San Bernardino hereinafter referred to as the “County” and the California Nurses Association hereinafter referred to as the “Association” or “CNA”.
USER OBLIGATIONS As a user of the Website or Services, You may be asked to register with Us. When You do so, You will choose a user identifier, which may be Your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, Your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable You to use the Website and Services. You must not share such identifying information with any third party, and if You discover that Your identifying information has been compromised, You agree to notify Us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of Your identifying information as well as keeping Us apprised of any changes to Your identifying information. Providing false or inaccurate information, or using the Website or Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.
Paid Claims without Supporting Documentation Any Paid Claim for which Xxxxx cannot produce documentation sufficient to support the Paid Claim shall be considered an error and the total reimbursement received by Xxxxx for such Paid Claim shall be deemed an Overpayment. Replacement sampling for Paid Claims with missing documentation is not permitted.
Software and Documentation Licensee may make as many copies of the Software necessary for it to use the Software as licensed. Each copy of the Software made by Licensee must contain the same copyright and other notices that appear on the original copy. Licensee will not modify the Documentation. Documentation may: (a) only be used to support Licensee’s use of the Software; (b) not be republished or redistributed to any unauthorized third party; and (c) not be distributed or used to conduct training for which Licensee, or any other party, receives a fee. Licensee will not copy any system schema reference document related to the Software.
