By AMS Sample Clauses

By AMS. AMS represents and warrants to ABC that (i) it or its licensors have all of the rights necessary to grant ABC the rights set forth in this Agreement; (ii) none of the AMS Property infringes any intellectual property rights of any Person; (iv) the rights granted to ABC hereunder do not, and will not during the term of this Agreement violate any agreement or any applicable laws, including, but not limited to, any export or import laws, and (v) it is authorized to enter into this Agreement and grant the rights hereunder.
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By AMS. AMS shall indemnify, defend and hold harmless Quantum and its directors, officers, employees and agents (the “Quantum Parties”) from all losses, liabilities, damages and expenses (including reasonable attorneysfees and costs) that they may suffer as a result of any and all claims, demands, actions or other proceedings made or instituted by any Third Party against any of them and arising out of (a) any recklessness or intentional misconduct by or on behalf of any of the AMS Parties (as defined below) in the performance of the activities contemplated by the Agreement, (b) any claim of product liability or defective product concerning any product made, used or sold by or under authority of AMS pursuant to any license granted under this Agreement, except to the extent those losses, liabilities, damages and expenses arise out of the intentional misconduct, recklessness or negligence of any of the Quantum Parties or the adherence by AMS to Quantum specifications or (c) any claim of property damage or personal injury, including death, to the extent caused by AMS.
By AMS by notice in writing to You to take effect either forthwith or at such time as may be specified in such notice on or after the occurrence of any of the following events: 7.1.1.1. Any material breach by You of any of Your obligations under this Agreement which, if capable of remedy, shall not have been remedied to the reasonable satisfaction of AMS within thirty (30) calendar days of receipt by You of a written request from AMS for such breach to be remedied;
By AMS by notice in writing to You to take effect either forthwith or at such time as may be specified in such notice on or after the occurrence of any of the following events: 8.1.2.1. Any material breach by You of any of Your obligations under this Agreement which, if capable of remedy, shall not have been remedied to the reasonable satisfaction of AMS within thirty (30) calendar days of receipt by You of a written request from AMS for such breach to be remedied; 8.1.2.2. Notwithstanding Section 8.1.2.1 above, any failure by You to comply with the provisions of the clause Provision of Information (Section 3.2) by the quarterly reporting due dates as specified in Section 3.3.1 of this Agreement; 8.1.2.3. Deliberate falsification of data or a pattern of providing false or misleading data in relation to Your Member Report; 8.1.2.4. Notwithstanding anything to the contrary contained herein, any failure by You to pay to AMS any sum due hereunder within thirty (30) calendar days of the due date for payment thereof; 8.1.2.5. If a petition in bankruptcy is filed and a judgment is entered against You or if You are adjudged a bankrupt, or if You are insolvent or unable to make payments to creditors when due or You take advantage of any insolvency act or debtor’s relief act, or You make an assignment for the benefit of Your creditors, or if You pass any resolutions or take any other actions for Your liquidation, winding up or dissolution.

Related to By AMS

  • Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Local Government for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Local Government of the Local Government’s obligations under this Agreement and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin.

  • Computer Equipment Recycling Program If this Contract is for the purchase or lease of computer equipment, then Contractor certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328.

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third- party claim.

  • Office of Supplier Diversity The State of Florida supports its diverse business community by creating opportunities for woman-, veteran-, and minority-owned small business enterprises to participate in procurements and contracts. The Department encourages supplier diversity through certification of woman-, veteran-, and minority-owned small business enterprises and provides advocacy, outreach, and networking through regional business events. For additional information, please contact the Office of Supplier Diversity (OSD) at xxxxxxx@xxx.xxxxxxxxx.xxx.

  • Solicitations for Subcontracts, Including Procurements of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Engineer for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Engineer of the Engineer's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.

  • By Contractor Should the Contractor be liable for any payments to the State hereunder, interest, late payment charges and collection fee charges will be determined and assessed pursuant to Section 18 of the State Finance Law.

  • Timeliness of Submitting Orders You are obliged to date and indicate the time of receipt of all orders you receive from your customers and to transmit promptly all orders to us in time to provide for processing at the price next determined after receipt by you, in accordance with the Prospectuses. You are not to withhold placing with us orders received from any customers for the purchase of shares. You shall not purchase shares through us except for the purpose of covering purchase orders already received by you, or for your bona fide investment.

  • 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.

  • Protocol The attached Protocol shall be an integral part of this Agreement.

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