By Service Provider. Service Provider represents and warrants that:
By Service Provider. Service Provider represents and warrants that as of the Effective Date and during the Term:
By Service Provider. This Agreement may be terminated by Service Provider immediately upon notice to the other parties in the event that (a) the Transfer Agent ceases to be the transfer agent for all the Scudder Funds or (b) all the Scuxxxx Xxnds cease to be investxxxx xxternatives under the Plans.
By Service Provider. Without limiting the rights of the Service Recipient under any other Transaction Agreement, the Service Provider shall indemnify and hold harmless the Service Recipient, its Affiliates and their respective officers, directors, partners, principals, employees and agents (together with their respective successors and permitted assigns) from and against any and all assessments, losses, damages, costs, expenses, liabilities, judgments, awards, fines, sanctions, penalties, charges and amounts paid in settlement, including reasonable costs, fees and expenses of attorneys, accountants and other agents or representatives of any of them (collectively, “Damages”) arising or resulting from the fraud, gross negligence or willful misconduct of the Service Provider or its Affiliates in connection with the performance of their obligations under this Agreement.
By Service Provider. 8.4.1 Service Provider is a corporation validly existing and in good standing under the Laws of the State of Texas.
By Service Provider. For [*] following the Effective Date, Service Provider shall not market, sell, host, or otherwise provide access to, any software in connection with the Outsourcing Services which could compete or does compete directly with PeopleSoft's core current Software products. The Parties agree that they will meet as necessary to discuss the scope of the products included in this exclusivity section prior to Service Provider marketing, selling, hosting, or otherwise providing access to, any software in connection with the Outsourcing Services. This exclusivity applies solely to the Software and not to any new products PeopleSoft may introduce which are beyond the scope of PeopleSoft's Software offerings as of the Effective Date.
By Service Provider. Service Provider shall indemnify and hold harmless Customer, its Affiliates and its and their respective officers, directors, employees, managers, partners or agents against and from any Damages actually incurred or suffered by Customer arising out of or in connection with any breach of the Agreement by Service Provider, except for such Damages caused by the gross negligence or willful misconduct of Customer or its affiliates or its or their respective officers, directors, employees, managers, partners or agents.
By Service Provider. Service Provider shall indemnify and hold the Transfer Agent, each affiliate of the Transfer Agent, each Scudder Fund, and their directorx, xxxstees, officers and employees harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to:
By Service Provider. (a) Service Provider represents that:
By Service Provider. 11.2.1.1 At ALU’s request and to the fullest extent permitted by Law, Service Provider shall indemnify, defend, and hold harmless (with counsel approved by ALU) the ALU 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: (1) injuries or death to persons or damage to property, including theft, in any way arising out of or caused or alleged to have been caused by the negligence or gross negligence of Service Provider relating to or arising out of the Services performed by, or material provided by, Service Provider or persons furnished by Service Provider; (2) any claims covered by the indemnification provisions of Schedule O (Human Resource Requirements); or (3) claims by any Service Provider Employee including, without limitation, for wrongful discharge including any claim related to the WARN Act arising out of or related to events occurring after the Services Commencement Date. Nothing contained herein shall relieve Service Provider of any responsibility for claims regardless of whether Service Provider is required to provide insurance covering such claims or whether the matter giving rise to the claims is the responsibility of Service Provider’s agents, Employees or Subcontractors. Alcatel-Lucent - CONFIDENTIAL Use Pursuant to Alcatel-Lucent Instructions 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
