BY SIEBELNET Sample Clauses

BY SIEBELNET. SiebelNet represents and warrants that: (a) it is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware; (b) it has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (c) the execution, delivery, and performance of this Agreement have been duly authorized by SiebelNet; (d) no approval, authorization, or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement; and (e) in connection with its obligations under this Agreement, it shall comply with all applicable Federal, State, and local laws and regulations and shall obtain all applicable permits and licenses.
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BY SIEBELNET. SiebelNet shall indemnify USi from, and defend USi against, any liability or expenses (including reasonable attorneys' fees) finally awarded against USi to a third party by a court of competent jurisdiction arising out of or relating to any claim by a third party: (a) that SiebelNet's provision of Programs, including without limitation the Programs listed on EXHIBIT A (but not including any goods or services provided by USi) directly infringes any U.S. or Canadian patent issued as of the Effective Date or any copyright, trade secret or trademark of a third party; (b) relating to any amounts including taxes, interest, and penalties assessed against USi which are obligations of SiebelNet pursuant to Section 7 ("TAXES"); (c) relating to the inaccuracy or untruthfulness of any representations or warranties made by SiebelNet pursuant to Subsection 13.1 ("By SiebelNet"); and (d)(i) relating to any violation of Federal, State, or other laws or regulations of any nature, including without limitation those for the protection of persons or members of a protected class or category of persons by SiebelNet or its employees, subcontractors or agents, (ii) relating to illegal discrimination or harassment by SiebelNet, its employees, subcontractors or agents, (iii) relating to work-related injury (except as may be covered by USi's workers' compensation obligations) or death caused by the negligence or willful acts of SiebelNet, its employees or agents; (iv) relating to tangible personal or real property damage resulting from SiebelNet's acts or omissions inconsistent with this Agreement (subject to (d)(iii) above).
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BY SIEBELNET. During the Term, but subject to Exhibit C [CONFIDENTIAL TREATMENT], SiebelNet agrees not to enter into any agreements with any third parties for the provision during the Term of application hosting and rental services substantially similar to the Services to business entitles having their respective headquarters located in North America. Upon the reasonable request of USi during the Term, SiebelNet agrees from time to time during the first year of the Term, to evaluate in good faith the technical and other capabilities of USi to provide Services to entities having their respective headquarters outside of North America, and in the event that SiebelNet deems such capabilities acceptable in SiebelNet's reasonable discretion, SiebelNet agrees to appoint USi as a preferred provider of Services to such entities on a non-exclusive basis under similar terms and conditions, as applicable, to this Agreement.
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Related to BY SIEBELNET

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  • System and Data Access Services a. System. Subject to the terms and conditions of this Addendum and solely for the purpose of providing access to Fund Data as set forth herein, State Street hereby agrees to provide the Fund, or certain third parties approved by State Street that serve as the Fund`s investment advisors, investment managers or fund accountants (the "Fund Accountants") or as the Fund`s independent auditors (the "Auditor"), with access to State Street`s Multicurrency HORIZONR Accounting System and the other information systems described in Attachment A (collectively, the "System") on a remote basis solely on the computer hardware, system software and telecommunication links described in Attachment B (the "Designated Configuration") or on any designated substitute or back-up equipment configuration consented to in writing by State Street, such consent not to be unreasonably withheld.

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