By Supplier Sample Clauses

By Supplier. Supplier represents and warrants that: (a) Supplier is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Ohio; (b) Supplier has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement by Supplier (i) has been duly authorized by Supplier and (ii) shall not conflict with, result in a breach of, or constitute a default under any other agreement to which Supplier is a party or by which Supplier is bound; (d) Supplier is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required to perform the Services, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement; (e) Supplier is in compliance with all Laws applicable to Supplier’s obligations under this Agreement and has obtained all applicable Governmental Approvals and any licenses, approvals, permits, certificates, inspections, consents and authorizations required of Supplier by third parties in connection with its obligations under this Agreement; (f) there is no outstanding litigation, arbitrated matter or other dispute to which Supplier is a party which, if decided unfavorably to Supplier, would reasonably be expected to have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement; (g) Supplier has not violated any Hawaiian Telcom policies of which the Supplier has been given notice regarding the offering of unlawful inducements in connection with the Agreement.

By Supplier. Supplier covenants and agrees with PacifiCare that during the Term and the Termination Assistance Period: (a) in addition to meeting or exceeding all Service Levels, Supplier shall at all times render the Services promptly and diligently and perform in a professional and workmanlike manner; (b) Supplier shall at all times use qualified individuals with suitable training, education, competence and skill to perform the Services; (c) Supplier shall comply with all Supplier Laws; (d) subject to Section 3.3(b), from and after the Effective Date, in providing the Services, Supplier shall comply with Medical Confidential Information Laws, including Medical Confidential Information Laws that PacifiCare, as a Covered Entity, is required to require Supplier to comply with as a Business Associate, and in the event that the requirements of any Medical Confidential Information Laws are more restrictive or protective of information than the confidentiality and nondisclosure provisions of this Agreement, the Medical Confidential Information Laws shall control; (e) none of the Services, the Developed Software, the Work Product (including Web Content, if any), the Supplier Software, any enhancements or modifications to the PacifiCare Software performed by Supplier or Supplier Agents or any other resources or items provided to PacifiCare by Supplier or Supplier Agents shall infringe upon the proprietary rights of any third party (except as may have been caused by a modification by PacifiCare Entities or PacifiCare Entity Agents); (f) Supplier shall use commercially reasonable efforts to prevent the introduction or coding of viruses or similar items into the Systems, and, in the event a virus or similar item is introduced into the Systems, Supplier shall use commercially reasonable efforts to assist PacifiCare Entities in reducing the effects of the virus or similar item and, if such virus or similar item causes a loss of operational efficiency or loss of data, to assist PacifiCare Entities to the same extent to mitigate and restore such losses; and (g) without the consent of PacifiCare, Supplier shall not insert into the Software used to provide the Services any code that would have the effect of disabling or otherwise shutting down all or any portion of the Services. Supplier further covenants that, with respect to any disabling code that may be part of the Software used to provide the Services, Supplier shall not invoke such disabling code at any time, including upon expi...

By Supplier. Supplier shall comply with all Laws to the extent applicable to Supplier, including Supplier Operational Laws (collectively, the "Supplier Laws"). Supplier shall provide the Services to Customer in compliance with, and shall cause all Service Locations, Supplier Software, Developed Supplier Software and Supplier Hardware used to provide the Services to comply with (1) all Supplier Laws and (2) Customer's directions with respect to Customer Laws and any Laws that apply to Customer's clients. Customer Party shall direct Supplier in writing on the method of compliance with Customer Laws and Laws that apply to Customer's clients, and Supplier shall comply with all such directions (which Customer directions shall be implemented as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for the implementation of such Customer directions in accordance with the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9). If Supplier is not in compliance with any Supplier Operational Law (or any Customer instruction previously given with respect to Customer Laws or Laws that apply to Customer's clients), then Supplier shall, at Supplier's own cost and expense, immediately undertake such measures which are necessary to comply with such Supplier Operational Law or Customer instruction, as applicable. If Supplier fails to immediately undertake the measures set forth in the prior sentence in respect of any Supplier noncompliance with any Supplier Operational Law or Customer instruction, as applicable, Customer Party (or its designee) may, at Supplier's cost and expense, undertake such measures which are necessary to establish Supplier's compliance with such Supplier Operational Law or Customer instruction, as applicable. If any such noncompliance by Supplier with any Supplier Law or Customer instruction, as applicable, rises to the level of, or otherwise results in, a material breach of this Agreement, Customer Party may terminate this Agreement as of the date (including immediately) specified by Customer Party in a termination notice to Supplier Party. To the extent any Change pursuant to this Section is a Change which (1) Supplier provides to multiple Supplier clients and (2) is Customer's financial responsibility hereunder, Supplier shall allocate to Customer, on an equitable and pro rata basis, the charges to implement such Changes.

By Supplier. Any improvement hereafter made by or for Supplier or any of its Affiliates in the Licensed Technology that is approved and adopted by Supplier for use by Buyer under this Agreement shall be included in the Licensed Technology for purposes of the License. The Parties agree that Supplier may decide in its sole discretion which improvements it shall approve and adopt for purposes of Buyer’s use under the License; provided, however, that if Supplier makes improvements available to buyers similarly situated to Buyer in terms of project scope and fees paid, Supplier also shall make such improvements available to Buyer on terms at least as favorable to Buyer as the terms generally provided to such similarly situated buyers.

By Supplier. If Supplier terminates Support Services for its convenience, OEM’s sole and exclusive remedy and Supplier’s sole and exclusive obligation will be to refund to OEM the portion of any pre-paid Support Services fee that corresponds to the period between the effective date of the termination for convenience and the end of the then-current Support Services period.

By Supplier. Supplier will, at its expense, defend Customer against any claim, demand, suit, or proceeding made or brought against Customer, or any Affiliates authorised to use the Products pursuant to Section 2(a)(iii)(A) of these GTCs, by a third party alleging that Customer’s use of a Product within the scope of the Agreement infringes or misappropriates the IP Rights of such a third party (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer, or for amounts paid by Customer under a settlement approved by Supplier in writing, as a result of a Claim Against Customer; provided that Customer notifies Supplier promptly in writing of the Claim Against Customer, provides Supplier with the sole control and authority to defend or settle the Claim Against Customer, and gives Supplier the authority, information and assistance necessary to settle or defend the Claim Against Customer. If any of the Products are, or in Supplier’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party IP Rights, Supplier may in its discretion and at no cost to Customer (i) modify or replace the Products, in whole or in part, to make the Products (as so modified or replaced) non-infringing, while providing materially similar features and functionality, (ii) obtain the right for Customer to continue to use the Products as contemplated by the Agreement, or (iii) by written notice to Customer, terminate the Agreement with respect to all or part of the Products, and require Customer to immediately cease any use of the Products, or any specified part or feature thereof, provided that Customer shall be entitled to a Pro Rata Refund for any Products that are terminated pursuant hereto. Notwithstanding the foregoing, Supplier shall have no obligation to defend against or indemnify for any Claims Against Customer to the extent they arise from: (A) use of a version of the Software that was not, at the time that the Claim Against Customer arose, the current unaltered version of the Software made available by Supplier hereunder; (B) combination, operation, integration or interfacing of the Software or Cloud Services with Third-Party Content, if such Claim Against Customer would not have arisen but for such combination, operation, integration or interfacing; (C) use of the Products in a manner other than as authorised by the Agreement; (D) Supplier’s use of Customer Data in conjunction wi...

By Supplier. No provisions of an Order or the SBA shall be waived or shall be construed to be waived by either party unless such waiver is in writing and signed by an authorized agent of the waiving party. No failure on the part of either party to exercise any of the rights and remedies granted hereunder or to insist upon strict compliance by the other party, and no acceptance of full or partial performance during the continuance of such breach, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of the right to demand exact compliance with the terms hereof. A waiver by either party of any specific default shall neither affect nor impair the rights of said party with respect to any delay or omission to exercise any rights arising from any other default. Supplier hereby waives use of the Statute of Frauds as a defense to any Order accepted under the SBA.

By Supplier. Supplier will not modify any Specifications without obtaining Apple’s prior consent, including consent via the Project Management System if required by Apple.

By Supplier. Supplier will indemnify, hold harmless and defend Control4, at Supplier’s expense, against any loss, injury, expense or damage arising from any claim brought against Control4 alleging that its sale of the Products in accordance with the terms of this Agreement infringes a third party’s copyright, patent or trade secret or other intellectual property rights, and will indemnify and hold Control4 harmless against all losses in connection with any such claims.

By Supplier. Subject to the limitation of liability at clause 8.3 and the procedures set forth at clause 7.3, Supplier shall defend any claim, demand, action or proceeding against Buyer asserting that the New Material infringe any Intellectual Property Rights of any third party and shall pay any final judgements awarded or settlements entered into with such third party. Notwithstanding the above, Supplier shall have no liability under this clause 7.2 to the extent that any claim thereof is based upon: (a) compliance with Buyer Material or any instructions provided by Buyer, (b) use of New Material for a purpose for which it was not designed or not contemplated under this Agreement, or (c) modifications of such New Material by anyone other than Supplier where the unmodified version of such New Material would not be infringing. In the event that any New Material becomes the subject of a claim of infringement of any Intellectual Property Right of any third party, Supplier shall, at its expense and option either (i) procure for Buyer the right to continue using the New Material or the allegedly infringing part thereof or (ii) replace or modify such New Material to make it non-infringing, provided that the replacement or modified New Material has the same or additional functionality and comparable or better performance characteristics than the allegedly infringing New Material. If neither of the foregoing solutions is commercially practicable, Supplier may terminate this Agreement. This shall be the only liability incurred by Supplier in such a circumstance.