By Retailer. Retailer shall be in default under this Contract upon the occurrence of the following events:
a) Retailer fails to perform any of its obligations under this Contract and, after notice of such failure by Lottery, does not correct such failure within the time frame, if any, specified by Lottery for such correction, including, without limitation those obligations set forth in Sections 3, 4, and 5 and Subsections 7.1 through 7.4, 9.1, 9.2, 9.4, 11.2, 12.1, and 17.2.
b) Any representation, warranty, statement or certification made by Retailer or a Key Person in this Contract, Retailer’s Application, any documents or reports relied upon by Lottery to enter into this Contract or any other document or report submitted pursuant to this Contract is untrue, misleading or deceptive in any material respect when made;
c) A petition, proceeding or case is filed by or against Retailer under any federal or state bankruptcy, insolvency, receivership or other law relating to reorganization, liquidation, dissolution, winding-up or adjustment of debts; in the case of a petition filed against Retailer, Retailer acquiesces to such petition or such petition is not dismissed within 20 calendar days after such filing, or such dismissal is not final or is subject to appeal; or Retailer becomes insolvent or admits its inability to pay its debts as they become due, or Retailer makes an assignment for the benefit of its creditors.
By Retailer. Retailer may inspect Sprint’s commission records as they pertain to Customers activated by Retailer on a day mutually agreed upon by Sprint and Retailer once per calendar year. Retailer will pay all reasonable fees and costs incurred by Retailer in connection with these audits.
By Retailer. The Retailer may terminate this Agreement by giving written notice to the Franchisor. The Termination will be effective 30 days after the Franchisor receives the notice, unless otherwise mutually agreed upon in writing.
By Retailer. Retailer represents and warrants to Coordinator that (i) it has all requisite power and authority to execute this Service Agreement and to perform its obligations hereunder, (ii) it has entered, or is contemporaneously entering, into a Retailer Agreement with DECE (iii) it has and will maintain the full right and authority to provide Coordinator with the Retailer Data to provision the Retailer Coordinator Services and the Ecosystem; (iv) it shall comply with all applicable laws, rules and regulations with regard to its receipt and use of the Retailer Coordinator Services and interactions with End Users relating to their use of the Ecosystem; (v) any data that it provides to Coordinator under this Service Agreement will be, to the best of its knowledge and belief, accurate, current, and complete; and (vi) it will use the Retailer Coordinator Services in good faith for lawful purposes and not for any criminal, fraudulent, or other purpose in violation of the Acceptable Use Policy set forth in Section 15(c) below.
By Retailer. Except as further provided herein, Retailer may not assign this Agreement, or its rights or obligations hereunder without the prior written consent of Bank. Retailer may, XXXX. Subject to Section 25(t), Retailer may use subcontractors to perform obligations of Retailer hereunder, but any such subcontracting will not relieve Retailer of its obligations to Bank hereunder. [Portions of this Section have been omitted pursuant to a request for confidentiality under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential portions of this Section that have been omitted are marked with “XXXX”. A copy of this Exhibit with all sections intact has been filed separately with the Securities and Exchange Commission.]
By Retailer. RETAILER SHALL INDEMNIFY AND HOLD HARMLESS PSINET AND PSINET'S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND ADVISORS FROM AND AGAINST ANY AND ALL CLAIMS OF OTHER PERSONS OR ENTITIES ARISING OUT OF MATERIAL, DATA, INFORMATION OR OTHER CONTENT TRANSMITTED BY SUBSCRIBERS OR OTHER ACTS OR OMISSIONS OF RETAILER AND/OR ITS SUBSCRIBERS.
By Retailer. Retailer represents, warrants, and covenants to Genesis that: (a) it is a duly organized corporation in good standing under the laws of the State of Washington; (b) as of the Effective Date, it is duly authorized by all necessary corporate action to enter into this Agreement and to perform its obligations under this Agreement; (c) to the best of Retailer’s knowledge, on and as of the Effective Date, entering into and performing this Agreement does not violate any Applicable Law to which Retailer is subject, any agreement or contract to which it is a party or by which it is bound; (d) in performing its obligations under this Agreement it will materially comply with Applicable Law, except to the extent that any non-compliance is caused by Genesis’s breach of this Agreement; (e) it owns or is otherwise authorized to use the Retailer Marks, and the use of the Retailer Marks by Genesis in accordance with the Retailer Trademark License does not violate the trademarks of a third party; and (f) there is no litigation or administrative proceeding before any court, tribunal or governmental body presently pending or, to the best knowledge of Retailer, threatened against Retailer which would have a material adverse effect on the transactions contemplated by, or Retailer’s ability to perform its obligations under, this Agreement.
By Retailer. Retailer will permit Bank, and hereby authorizes Bank, to audit and monitor the administration and promotion of the Program through anonymous requests to open or utilize credit card accounts under the Program and by other lawful means. In addition, Retailer will permit Bank’s representatives to visit Retailer’s offices, and if otherwise required hereunder, obtain the consent of its Third Party Vendors (as defined in Section 25(t) below) to visit their offices, during normal business hours with reasonable advance notice and provide access to Retailer (and Third Party Vendor to the extent consent from them to do so is otherwise required hereunder) records relating to the Program to Bank or Bank’s regulators to the extent such access is requested by Bank or Bank’s regulators. Retailer and Bank further agree to cooperate with each other to ensure ongoing security and protection of applicant and Accountholder data and to ensure that the Program complies in all respects with all applicable laws. Retailer will, and will use commercially reasonable efforts to cause its vendors, agents and subcontractors to, make changes recommended by Bank with regard to data security and compliance with all applicable laws. .
By Retailer. To the fullest extent permitted by law, Retailer shall, at its own expense, defend Advertiser and its directors, officers, employees and agents (each a “Advertiser Indemnitee”) from and against any third party claim, demand, suit, cause of action or proceeding arising out of any breach of any representation or warranty made by Retailer or any Retailer Affiliate(s) under this Agreement, whether actual or alleged (collectively, the “Claims Against Advertiser”). Retailer, at its own expense, shall indemnify and hold harmless each of the Advertiser Indemnitees from and against any and all damages, liabilities, obligations, penalties, judgments, awards, costs, expenses and disbursements, arising out of the Claims Against Advertiser.
