BY APPLE Sample Clauses

BY APPLE. Apple represents and warrants to the Company and each Stockholder that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the date of the Closing and the IPO Closing Date, true and correct: the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.
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BY APPLE. Apple may modify any Specifications, including modification via the Project Management System. Supplier will acknowledge the modification, including acknowledgment via the Project Management System in accordance with applicable procedures if required by Apple. The terms and conditions of this Agreement will be amended by such modification upon Supplier’s acknowledgement thereof or, if within [*****] Business Days of receipt of notice of such modification, if Supplier has not given Apple notice of its acknowledgement. In the event the modification results in an [*****] of performance of Supplier’s obligations under this Agreement, Apple will not be responsible for the [*****] unless Supplier’s reports [*****] to Apple within [*****] Business Days of the receipt of the notice and obtains Apple’s prior written consent to proceed with the modification.
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BY APPLE. In addition to Section 2.2, Apple, on behalf of itself, its Affiliates, and their successors and assigns hereby releases, acquits and forever discharges Immersion (together with its Affiliates, predecessors, successors, agents, attorneys, insurers, servants, distributors, licensees, service providers, retailers, suppliers, employees, officers, directors, users and customers) from any and all actions, causes of action, claims or demands, liabilities, losses, damages, attorney fees, court costs, or any other form of claim or compensation, whether known or unknown as of the Effective Date, [***]. This section shall not apply, however, if Immersion, or its Affiliates, successors, directors, employees, or agents (a) breaches the covenant not to xxx of Section 2.2 in any regard; (b) acts in a manner inconsistent with the licenses and releases of Sections 2.1 and 2.3.1 in any regard; or (c) alleges or claims that Apple, any Apple Affiliate, or any Apple successor, assign, predecessor, customer, or supplier infringes or will infringe the Immersion Patents based on Licensed Products. 2.4 Each Party, having specific intent to release all potential claims described in the foregoing Sections 2.1, 2.2, and 2.3, whether known or unknown, does hereby acknowledge and expressly waive the provisions of Section 1542 of the California Civil Code (and similar provisions in other jurisdictions, whether by statute or common law), which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her, must have materially affected his settlement with debtor.”
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BY APPLE. Apple may modify any Specifications via the Project Management System. Supplier will acknowledge the modification via the Project Management System in accordance with applicable procedures. The terms and conditions of this Agreement will be amended by such modification upon Supplier’s acknowledgement thereof or, if within [CONFIDENTIAL TREATMENT REQUESTED] of receipt of notice of such modification, if Supplier has not given Apple notice of its acknowledgement. In the event the modification results in [CONFIDENTIAL TREATMENT REQUESTED] performance of Supplier’s obligations under this Agreement, Apple will [CONFIDENTIAL TREATMENT REQUESTED] Supplier’s reports [CONFIDENTIAL TREATMENT REQUESTED] to Apple within [CONFIDENTIAL TREATMENT REQUESTED] of the receipt of the notice and obtains Apple’s prior written consent to proceed with the modification.
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BY APPLE. Apple, on behalf of itself, its Affiliates, and their successors and assigns, hereby covenants not to xxx Immersion, its Affiliates, their successors and assigns, direct or indirect customers, users, licensees, service providers, distributors, retailers, or direct and indirect suppliers for any claims related to the Immersion Patents, and covenants not to contest or assist in the contest in any forum, including federal courts, whether under 28 U.S.C. §§ 2201-2202 or not, United States Patent and Trademark Office, and/or the International Trade Commission, that the Immersion Patents are valid and enforceable. This section shall not apply, however, if Immersion, or its Affiliates, successors, directors, employees, or agents (a) breaches the covenant not to xxx of Section 2.2.1 in any regard; (b) acts in a manner inconsistent with the licenses and releases of Sections 2.1 and 2.3 in any regard; or (c) alleges or claims that any Covered Apple Party infringes or will infringe the Immersion Patents based on Licensed Products. This section shall not preclude Apple, or any Apple Affiliate, successor, assign, predecessor, customer, or supplier, who receives a lawful subpoena, discovery request, Court or administrative order, or any other form of legal process or government directive, from responding to such a request, order, or directive by producing or providing documents, testimony, or other information.
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BY APPLE. Apple represents and warrants to the Seller and each Owner (i) that the terms of the Service Agreement, except with respect to Article VI thereof, are substantially similar to the terms of the service agreements to be entered into by the Founding Companies from the State of Colorado and (ii) that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the date of the Closing and the IPO Closing Date, true and correct: the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.
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BY APPLE. Apple shall, at its expense, indemnify, defend and hold harmless Audible and its Affiliates, officers, directors, shareholders, employees, agents and direct or indirect customers from any third party claim, suit, proceeding, liability, settlement, costs, reasonable fees, and damages incurred arising out of or in connection with a claim (including attorney’s fees): (a) any use by Apple of the Audible Content, eContent or Cover Art in breach of this Agreement; (b) any claim that Apple Products provided by Apple hereunder infringes the Intellectual Property Rights of another party; or (c) a breach of any warranty, representation, covenant or obligation of Apple under this Agreement.
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Related to BY APPLE

  • PRELIMINARY APPROVAL OF SETTLEMENT Promptly upon execution of this Stipulation, Lead Plaintiffs will move for preliminary approval of the Settlement, certification of the Settlement Class for settlement purposes only, and the scheduling of a hearing for consideration of final approval of the Settlement, which motion shall be unopposed by Defendants. Concurrently with the motion for preliminary approval, Lead Plaintiffs shall apply to the Court for, and Defendants shall agree to, entry of the Preliminary Approval Order, substantially in the form attached hereto as Exhibit A.

  • MOTION FOR PRELIMINARY APPROVAL The Parties agree to jointly prepare and file a motion for preliminary approval (“Motion for Preliminary Approval”) that complies with the Court’s current checklist for Preliminary Approvals.

  • Feasibility Study A feasibility study will identify the potential costs, service quality and other benefits which would result from contracting out the work in question. The cost analysis for the feasibility study shall not include the Employer’s indirect overhead costs for existing salaries or wages and benefits for administrative staff or for rent, equipment, utilities, and materials, except to the extent that such costs are attributable solely to performing the services to be contracted out. Upon completion of the feasibility study, the Employer agrees to furnish the Union with a copy if the feasibility study, the bid from the Apparent Successful Bidder and all pertinent information upon which the Employer based its decision to contract out the work including, but not limited to, the total cost savings the Employer anticipates. The Employer shall not go forward with contracting out the work in question if more than sixty percent (60%) of any projected savings resulting from the contracting out are attributable to lower employee wage and benefit costs.

  • Preliminary Approval 50. Upon execution of this Agreement by all signatories, Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action Xxxxxxxx Xxx, 00 X.X.X. § 0000(x) (“CAFA”).

  • Preliminary Approval Order “Preliminary Approval Order” means the order of the Court preliminarily approving this Settlement Agreement.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Approval for Publishing The Author shall proofread the page proofs for the Contribution provided by or on behalf of the Publisher, including checking the illustrations as well as any media, social or functional enhancements and give approval for publishing, if and when requested by the Publisher. The Author’s approval for publishing is deemed to have been given if the Author does not respond within a reasonable period of time (as determined by the Publisher) after receiving the proofs nor contacts the Publisher within three days after receipt of the last of three reminders sent by the Publisher via email. The Publisher shall not be required to send a second set of corrected proofs unless specifically requested by the Author in writing but in any event no further amendments may be made or requested by the Author. In the event of co-authors having entered into this Agreement the Publisher shall send the page proofs to the Corresponding Author only and all persons entering into this Agreement as Author agree that the Corresponding Author shall correct and approve the page proofs on their behalf. If the Author makes changes other than correcting typographical errors, the Author shall bear all the Publisher's costs of such alterations to proofs including without limitation to alterations to pictorial illustrations. The Publisher shall have the right to charge and invoice these costs plus value added or similar taxes (if applicable) through its affiliated company Springer Nature Customer Service Center GmbH or Springer Nature Customer Service Center LLC, respectively, to the Author, payable within 14 days of receipt of the invoice.

  • Field Order A written order issued by Engineer which requires minor changes in the Work but does not change the Construction Contract Price or the Construction Contract Times.

  • 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.

  • Informal Resolution Outcomes a. When a complainant approaches an administrative officer and alleges harassment by another BCTF member, the following shall apply: i. All discussions shall be solely an attempt to mediate the complaint; ii. Any and all discussions shall be completely off the record and will not form part of any record; iii. Only the complainant, respondent, and administrative officer shall be present at such meetings iv. No discipline of any kind would be imposed on the respondent; and v. The BCTF and its locals, based on the foregoing, will not invoke the notice of investigation and other discipline provisions of the collective agreement at meetings pursuant to Article E.2.5.a. b. Should a resolution be reached between the complainant and the respondent at Step One under the circumstances of Article E.2.5.a, it shall be written up and signed by both. Only the complainant and the respondent shall have copies of the resolution and they shall be used only for the purpose of establishing that a resolution was reached. No other copies of the resolution shall be made. c. In the circumstances where a respondent has acknowledged responsibility pursuant to Article E.