By MSP Sample Clauses

By MSP. MSP warrants, represents and agrees that (a) MSP has the power and authority to enter into and perform its obligations under this Agreement, (b) MSP will operate and maintain the Microsoft Network in compliance with all applicable laws, (c) MSP will perform all of its obligations under this Agreement.
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Related to By MSP

  • 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.

  • By Sellers Sellers, jointly and severally, shall indemnify, save and hold harmless Buyer (before and after the Closing) and the Corporation (after the Closing only) from, against and in respect of the following (individually a "Loss" and collectively "Losses"): (i) any and all loss, liability, deficiency or damage suffered or incurred by Buyer by reason of (A) any untrue representation or breach of warranty or (B) nonfulfillment of any covenant or agreement by Sellers or the Corporation in this Agreement or in any agreement, instrument or other writing delivered to Buyer by Sellers or the Corporation pursuant to or in connection with this Agreement; (ii) any claim against the Corporation or Buyer for (x) a finder's fee, investment banker's fee, or brokerage or other commission or (y) for legal expenses, in each case by any Person for services alleged to have been rendered at the instance of the Corporation or Sellers with respect to this Agreement or the transaction contemplated by this Agreement; (iii) any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Corporation relating to any claim, suit, litigation or proceeding with respect to events occurring prior to the Closing Date which is not fully reserved for on the Corporation's Financial Statements or Interim Financial Statements, except to the extent covered by insurance, including, but not limited to, any claim by any Person that any of the Corporation's operations failed to comply with any applicable Governmental Requirement; (iv) any liabilities and obligations for Taxes which are or shall be incurred with respect to the operation of the Corporation on or prior to the Closing Date; (v) any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Corporation in connection with any Employee Plan with respect to the operation of the Corporation on or prior to the Closing Date which is not fully reserved for on the Corporation's Financial Statements or Interim Financial Statements; (vi) any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Corporation caused by or arising out of the generation, treatment, handling, storage or disposal of Hazardous Substances or noncompliance with any Environmental Laws prior to the Closing Date regardless of whether or not the matter or matters giving rise to any such Losses were disclosed to Buyer in Schedule 4.19 or known by Sellers at the date of this Agreement; and (vii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, (including, but not limited to, legal fees and expenses) incident to any of the foregoing or incurred in enforcing this Agreement or any agreement provided for in this Agreement. With respect to any Losses covered by Sellers' indemnification obligations under Section 9.2(a)(i)(A), the Sellers shall have liability for such Losses only if the aggregate amount of any such Losses exceed Fifty Thousand Dollars ($50,000), in which case Sellers shall indemnify Buyer for all Losses (beginning with the first dollar thereof); provided, however, that such limitation shall not apply to any other Losses covered by Section 9.2(a) nor to any Losses incurred as a result of fraud.

  • By Seller Subject to the terms and conditions of this Article IX, Seller covenants and agrees to defend, indemnify and hold harmless Buyer, its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Buyer Indemnitees") from and against, and pay or reimburse Buyer Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) Any misrepresentation or breach of any warranty of Seller contained in this Agreement; provided that any claim for indemnification by Buyer under this clause (i) may be made no later than 18 months from and after the Closing Date, excepting only that any claim for misrepresentation or breach of warranty under Sections 3.6, 3.10(a), 3.18(a), 3.19 and 3.21 may be made no later than a date thirty days from and after the expiration of the period of the applicable statute of limitations; (ii) any failure of Seller to perform any covenant or agreement made or contained in this Agreement or fulfill any obligation in respect thereof; (iii) any Excluded Liabilities; (iv) any and all Benefit Liabilities in respect of Employees except, with respect to Transferred Employees, to the extent assumed by Buyer pursuant to Article VII; and (v) any product liability claim with respect to products manufactured by Seller and sold prior to the Closing. Seller shall not be required to indemnify Buyer Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described in clauses (i) and (v) above pursuant to this Section unless and until the aggregate amount of all claims against Seller exceeds $270,000 and then only to the extent such aggregate amount exceeds $270,000. Claims thereafter may be asserted regardless of amount. Seller's maximum liability to Buyer Indemnitees under clauses (i) and (v) of this Section shall not exceed $13,750,000.

  • BY PARTIES The parties are entering into this Agreement for the allotment of an Apartment with the full knowledge of all laws, rules, regulations, notifications applicable to the Project.

  • By Owner Owner may suspend the Project upon seven (7) days written notice to Engineer.

  • ROADWAY DESIGN MISCELLANEOUS (ROADWAY)

  • 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.

  • System Upgrades The Connecting Transmission Owner shall procure, construct, install, and own the System Upgrade Facilities and System Deliverability Upgrades described in Attachment 6 of this Agreement. To the extent that design work is necessary in addition to that already accomplished in the Class Year Interconnection Facilities Study for the Interconnection Customer, the Connecting Transmission Owner shall perform or cause to be performed such work. If all the Parties agree, the Interconnection Customer may construct System Upgrade Facilities and System Deliverability Upgrades. 5.2.1 As described in Section 32.3.5.3 of the SGIP in Attachment Z of the ISO OATT, the responsibility of the Interconnection Customer for the cost of the System Upgrade Facilities and System Deliverability Upgrades described in Attachment 6 of this Agreement shall be determined in accordance with Attachment S of the ISO OATT, as required by Section 32.3.5.3.2

  • By Purchaser (i) if Seller shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach cannot be or has not been cured within ten Business Days after the giving of written notice by Purchaser to Seller specifying such breach and so that the conditions set forth in Section 7.1(e) or Section 7.1(f) would not be satisfied at the time of such breach; (ii) if there shall have occurred any Material Adverse Effect or any development that, insofar as reasonably can be foreseen, is reasonably likely to result in any Material Adverse Effect; (iii) if Purchaser shall have determined that the conditions to Purchaser's obligations hereunder set forth in Section 7.1(c) are not capable of being satisfied upon terms reasonably satisfactory to Purchaser, whether or not any Governmental Entity shall have issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the parties hereto shall use their reasonable efforts to lift), which restrains, enjoins or otherwise prohibits the acquisition by Purchaser of such Assets; (iv) if the Bankruptcy Court has not entered the Bidding Procedures Order by November 2, 2001; (v) if the Bankruptcy Court has not entered the Sale Order by the date that is 50 days after the Petition Date; (vi) if the Sale Order has not become a Final Order or if the Sale Order has been revoked, rescinded or modified in any material respect; (vii) if the Asset Purchase Agreement and the Transactions are not approved by the Bankruptcy Court in accordance with the Sale Order; (viii) if Seller gives written notice to Purchaser that it is unable to obtain a consent required by Section 7.1(c); (ix) if Seller's Board of Directors determines in good faith, after consultation with outside counsel, and evidenced by a duly adopted board resolution, that, in order to comply with its fiduciary duties under Applicable Law, it is required to enter into a definitive agreement with respect to an Alternative Transaction and Seller executes and delivers such a definitive agreement with respect to an Alternative Transaction; (x) if the Bankruptcy Court enters an order that contemplates a Business Combination other than by Purchaser; (xi) if there has been a Default or Event of Default (as such terms are defined in the Loan Agreement) under the Loan Agreement; (xii) if Seller becomes a proponent or co- proponent of any plan of reorganization under the Bankruptcy Code filed with the Bankruptcy Court which does not contemplate an acquisition of the Acquired Assets by Purchaser on the terms set forth herein; or (xiii) if Seller's Bankruptcy Case is converted from a case under Chapter 11 of the Bankruptcy Code to a case under Chapter 7 of the Bankruptcy Code or is dismissed, if a trustee is appointed in Seller's Bankruptcy Case, or if the periods of exclusivity under Sections 1121(b) and 1121(c) of the Bankruptcy Code are terminated or reduced by the Bankruptcy Court pursuant to Section 1121(d) in Seller's Bankruptcy Case.

  • Metering The Interconnection Customer shall be responsible for the Connecting Transmission Owner’s reasonable and necessary cost for the purchase, installation, operation, maintenance, testing, repair, and replacement of metering and data acquisition equipment specified in Attachments 2 and 3 of this Agreement. The Interconnection Customer’s metering (and data acquisition, as required) equipment shall conform to applicable industry rules and Operating Requirements.

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