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

  • 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.

  • GENERAL SERVICE DESCRIPTION Service Provider currently provides active medical, pharmacy(Rx) and dental administration for coverages provided through Empire and Anthem (medical), Medco(Rx), MetLife(dental) and SHPS (FSA) (Empire, Anthem, Medco, MetLife and SHPS collectively, the “Vendors”) for its U.S. Active, Salaried, Eligible Employees (“Covered Employees”). Service Provider shall keep the current contracts with the Vendors and the ITT CORPORATION SALARIED MEDICAL AND DENTAL PLAN (PLAN NUMBER 502 EIN 00-0000000) and the ITT Salaried Medical Plan and Salaried Dental Plan General Plan Terms (collectively, the “Plans”) and all coverage thereunder in full force through December 31, 2011 for Service Recipient’s Covered Employees. All claims of Service Recipient’s Covered Employees made under the Plans and incurred on or prior to December 31, 2011 the (“2011 Plan Year”) will be adjudicated in accordance with the current contract and Service Provider will continue to take such actions on behalf of Service Recipient’s Covered Employees as if such employees are employees of Service Provider. All medical, dental, pharmacy and FSA claims of Service Recipient’s Covered Employees made under the Plans (the “Claims”) will be paid by the Vendors on behalf of the Service Provider. Service Recipient will pay Service Provider for coverage based on 2011 budget premium rates previously set for the calendar year 2011 and described in the “Pricing” section below. Service Recipient will pay Service Provider monthly premium payments for this service, for any full or partial months, based on actual enrollment for the months covered post-spin using enrollments as of the first (1st) calendar day of the month, commencing on the day after the Distribution Date. Service Recipient will prepare and deliver to Service Provider a monthly self xxxx containing cost breakdown by business unit and plan tier as set forth on Attachment A, within five (5) Business Days after the beginning of each calendar month. The Service Recipient will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the beginning of each calendar month. A detailed listing of Service Recipient’s employees covered, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request. Service Provider will retain responsibility for executing funding of Claim payments and eligibility management with Vendors through December 31, 2013. Service Provider will conduct a Headcount True-Up (as defined below) of the monthly premiums and establish an Incurred But Not Reported (“IBNR”) claims reserve for Claims incurred prior to December 31, 2011 date, but paid after that date, and conduct a reconciliation of such reserve. See “Headcount True-Up” and “IBNR Reconciliation” sections under Additional Pricing for details.

  • Customer Relations A. Actively promote DCP Holding Company in all Marketing, Sales, Public Relations, and Community activity.

  • Data Access Services State Street agrees to make available to the Fund the Data Access Services subject to the terms and conditions of this Addendum and such data access operating standards and procedures as may be issued by State Street from time to time. The Fund shall be able to access the System to (i) originate electronic instructions to State Street in order to (a) effect the transfer or movement of cash or securities held under custody by State Street or (b) transmit accounting or other information (the transactions described in (i)(a) and (i)(b) above are referred to herein as “Client Originated Electronic Financial Instructions”), and (ii) access data for the purpose of reporting and analysis, which shall all be deemed to be Data Access Services for purposes of this Addendum.

  • TECHNICAL SUPPORT SERVICES 2.1 The technical support services (the "Services"): Party A agrees to provide to Party B the relevant services requested by Party B, which are specified in Exhibit 1 attached hereto ("Exhibit 1").

  • Maintenance and Support Services Distributor shall provide Maintenance and Support Services to all of its Customers of Licensed Software as set forth in Sections 3.4(a) and 3.4(b) below. Distributor may require Customers to provide the own First-Line Support: however, in no event shall Siebel be responsible for First-Line or Second-Line Support. Subject to Distributor's payment of the Maintenance Fees set forth in EXHIBIT A Siebel shall provide Third-Line Support to Distributor in accordance with Siebel's then current Maintenance and Support Services Policy. Distributor shall be responsible for all support related to the Value Added Offering.

  • Compatibility The Spacecraft Bus shall be compatible with standard GPS interfaces as defined in [**Redacted**].

  • Service Description The Transfer Agent updates the System daily to reflect each day's business activity. The Fund relies upon the timely update of information in order to respond to investor's inquiries. The Transfer Agent will provide Dreyfus with a System report indicating the time of day that files were updated and available for Dreyfus. The timeliness of availability of these screens with updated information will determine the Transfer Agent's level of performance.

  • Red Flags Services (1) The provisions of this Section 3(c) (the “Red Flags Section”) shall apply in the event the Fund elects to receive the “Red Flags Services”, which are hereby defined to mean the following services:

  • Customer Services Provide services and systems dedicated to customer service, including billing, remittance, credit, collections, customer relations, call centers, energy conservation support and metering.

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