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By ALU Sample Clauses

By ALU. 8.5.1 ALU is a corporation validly existing and in good standing under the Laws of the State of Delaware. 8.5.2 ALU has all requisite corporate power and authority to execute and deliver this MSA. 8.5.3 The execution and delivery of this MSA by ALU have been duly authorized by the parent company, and no additional corporate authorization or action on its part is required in connection with the execution and delivery by ALU of this MSA or the consummation by ALU of the transactions contemplated hereby. 8.5.4 This MSA has been duly and validly executed and delivered by ALU and, upon issuance of a Purchase Order and SOW, shall constitute a legal, valid, and binding obligation of ALU, which shall be enforceable against ALU in accordance with the terms and conditions of this MSA. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. MASTER SERVICES AGREEMENT TERMS AND CONDITIONS 8.5.5 No approval, authorization or consent of any governmental or Regulatory Authority is required to be obtained or made by it in order for it to enter into this MSA. 8.5.6 Except as permitted under this MSA, it has not disclosed any Confidential Information of Service Provider obtained by it in connection with this MSA. 8.5.7 ALU will not knowingly introduce a Virus or allow a Virus to be introduced into the systems used to provide the Services. If a Virus is found to have been introduced into the systems used to provide the Services, without limiting Service Provider’s other rights and remedies, ALU will, at no additional charge, use commercially reasonable efforts (i) to eradicate the Virus and reverse its effects and (ii) if the Virus causes a loss of data or operational efficiency, to mitigate and reverse such losses. ALU represents, warrants, and covenants that, in the course of providing the Services, it will not knowingly insert into Software, or invoke, any code that would have the effect of disabling or otherwise shutting down all or any portion of the Services. If any Software used in providing the Services contains any disabling code, ALU will not invoke such code. 8.5.8 ALU has not received any claim from a third party alleging...
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By ALU. 11.1.2.1 ALU will indemnify, defend, and hold harmless Service Provider Indemnitees from and against any losses, damages, claims, fines, penalties and expenses (including reasonable attorney’s fees, court costs and other reasonable costs of litigation, as and when they become due) that arise out of or in connection with: Any claim by, on behalf of or relating to a Subcontractor or Business Employee to the extent it relates to ALU or a relationship between any such third party and ALU arising out of or related to events occurring before the Services Commencement Date including any claim related to the WARN Act and any other claims covered by the indemnification provisions of Schedule O (Human Resource Requirements). 11.2.2.1.1 Any claim that, if true, would constitute a breach of ALU’S obligations under Section 7.2 (Confidential Information), Article 8 (Representations and Warranties), or Section 9.3 (Compliance With Laws); or 11.2.2.1.2 Either the death or bodily injury or the damage, loss, theft or destruction of property of third parties (including employees of ALU and Service Provider and their respective subcontractors) caused by the negligence or gross negligence of ALU or the materials provided by ALU on ALU facilities. 11.1.2.2 ALU shall be granted sole control of the defense and/or settlement of any action under 11.2.2.1, provided that (i) the Service Provider Indemnities shall have the right to retain separate counsel at their own cost and expense and (ii) if ALU fails to defend any such action, Service Provider may, at its option, undertake such defense at ALU’s cost and expense. Service Provider shall notify ALU promptly in writing of claim or suit covered by Section 11.2.2.1 and shall provide ALU reasonable and relevant information, in Service Provider’s possession, and reasonably cooperate with ALU in the defense and/or settlement at ALU’s expense. Notwithstanding the aforementioned, ALU shall not: (i) use in its defense or settlement any statement that would be against the Service Provider Indemnitees’ best interest and/or (ii) enter into any consent order or settlement without the Service Provider Indemnitees’ written consent, that requires an admission of wrongdoing or guilt on the part of the Service Provider Indemnitees or requires a monetary payment by the Service Provider Indemnitees in excess of the amounts payable by ALU as a part of its indemnification obligations hereunder, or otherwise would cause material harm to any Service Provi...

Related to By ALU

  • No License Granted Confidant acknowledges and agrees that all rights in and to Confidential Information are and shall remain the sole property of City, and Confidant agrees that it shall not contest or challenge any of City’s rights in or to any Confidential Information. Nothing in this Agreement obligates, or shall be deemed to obligate, City to provide, disclose, or deliver any Confidential Information.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • No Implied Contract It is hereby understood and agreed between the parties hereto that no implied Contract of any kind whatsoever, by, or on behalf, of the Minister shall arise or be implied from anything contained in this Contract, or from any position or situation of the parties at any time, and that this Contract made by the Minister is, and shall be, the only Contract upon which any rights against the Minister are to be founded.

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • By Either Party Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.

  • No Amendment Except in Writing This license may not be amended except in a writing signed by both parties (or, in the case of publisher, by CCC on publisher's behalf).

  • DISCLAIMER OF DAMAGES IN NO EVENT SHALL ST AND ITS AFFILIATES BE LIABLE TO THE LICENSEE AND ITS CUSTOMERS FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST SAVINGS, LOSS OF BARGAIN OR OPPORTUNITY, PROFESSIONAL FEES OR EXPENSES, BUSINESS INTERRUPTION, LOST REVENUES OR SALES, DAMAGE TO PRODUCT OR EQUIPMENT OR TO FACILITIES, COSTS OF SUBSTITUTE PRODUCT, FACILITIES OR SERVICES, REWORK CHARGES, COSTS ASSOCIATED WITH DOWN TIME, LOSS OF GOODWILL, LOSS OF DATA OR FOR ANY DAMAGES COSTS OR EXPENSES ASSOCIATED WITH WARRANTY OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, WHETHER FORESEEABLE OR UNFORESEEABLE AND WHETHER OR NOT SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY – EVEN IF LICENSEE HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM OR IN CONNECTION WITH THIS PLLA. ST AND ITS AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY UNDER THIS PLLA SHALL NOT EXCEED 100 USD (ONE HUNDRED USD). THE LIMITATIONS SET FORTH IN THIS ARTICLE 8 SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  • No Special Damages In no event shall either party be liable hereunder (whether in an action in negligence, contract or tort or based on a warranty or otherwise) for any indirect, incidental, special or consequential damages incurred by the other party or any third party, even if the party has been advised of the possibility of such damages.

  • By Each Party Each party represents, warrants, and covenants to the other party that: (a) such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and (d) such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement.

  • License Granted Subject to the terms and conditions of this Agreement and in consideration of Licensee’s obligation to pay monetary fees as outlined in Schedule A, such fees which may be adjusted from time to time by mutual written consent of the parties, Licensor hereby grants, and Licensee hereby accepts, a worldwide, non-exclusive, non-transferable, irrevocable, perpetual right and licence, to use the Software and all related documentation for use in sports related mobile apps. Licensor also grants permission to Licensee to make and create customizations, updates or corrections to the Software. The parties agree that Licensor shall continue to own all right, title and interest in and to the Software and all intellectual property rights embodied therein or related thereto including, but not limited to, the source and object codes and any customizations, updates and corrections to the Software. Except as expressly provided herein, no intellectual property rights are granted to Licensee by implication, estoppel, or otherwise. Licensee will safeguard the Software and its related materials with that degree of normal due care commensurate with reasonable standards of industrial security for the protection of trade secrets and proprietary information so that no unauthorized use is made of them and no disclosure of any part of their contents is made to anyone other than Licensee’s employees, agents or consultants whose duties reasonably require such disclosure, or as necessary in the ordinary course of business. Licensee shall make all such persons fully aware of their responsibility to fulfill the obligations of Licensee under this Agreement.

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