By the Recipient Sample Clauses

By the Recipient. The Recipient may, at its option, by resolution of its Board of Directors terminate this Agreement in the event that the Provider fails to perform any of its material obligations hereunder and such default continues for a period of ninety (90) days after written demand for performance given to the Provider by a person authorized to give such demand by the Board of Directors of the Recipient.
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By the Recipient. To terminate its account for SherWeb’s material breach of the terms or conditions of this Agreement, the Recipient shall provide to SherWeb's legal department in writing, in accordance to section 13.12 hereunder, the details of SherWeb’s material breach and allow SherWeb thirty (30) days to cure any such violation prior to termination of this Agreement. The Recipient may only terminate this Agreement if SherWeb fails to cure the alleged material breach within such thirty (30) days delay.
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By the Recipient. The Recipient agrees that if, in the course of performing the Services, it is necessary for MTS to access the Recipient’s equipment or use the Recipient’s Technology and Assets, MTS is hereby granted and shall have a non-exclusive, royalty-free license, during the Term, upon reasonable notice and at a reasonable time to access the equipment and use the Recipient’s Technology and Assets solely for the purposes of delivering the Services to the Recipient. MTS shall have no right to use the Recipient’s Technology and Assets for any purpose other than providing the Services to the Recipient, nor for any unlawful purpose.
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By the Recipient. The Recipient may, at its sole option, terminate this Agreement in the event that the Provider fails to perform any of its material obligations hereunder and such default continues for a period of ninety (90) days after written demand for performance given to the Provider by a person authorized to give such demand by the Board of Directors of the Recipient. In the event of a Termination, the Recipient’s obligations to pay the Provider on Qualified Contracts for any existing or potential clients will remain intact and will default to 20% of gross revenues received in any form of compensation received (cash or equity). At the time of Termination, the Provider shall be required to provide a list of all introductions made through the date of termination. Additionally, Provider will have the right to exercise any outstanding warrants and/or options up to 180 days after Termination.
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By the Recipient. The Recipient shall indemnify, defend and hold harmless the Service Provider and its Affiliates from and against, and shall promptly pay or reimburse the Service Provider and its Affiliates for, any and all Losses sustained or incurred by the Service Provider or any of its Affiliates relating to, arising out of, or resulting from, the gross negligence or willful misconduct of the Recipient or its Affiliates in connection with the receipt of any Services by the Recipient.
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By the Recipient. The Recipient may, at its sole option, terminate this Agreement by giving written notice of termination to the Recipient at least thirty (30) days prior to the date of such termination, conditioned as follows:
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Related to By the Recipient

  • Services provided by the Adviser Subject to the supervision and direction of the Board, the Adviser will, either directly or by employing suitable Sub-Advisers: (a) act in strict conformity with the Trust’s Declaration of Trust, the Trust’s Bylaws, the 1940 Act and the Investment Advisers Act of 1940, as amended; (b) manage the Fund and furnish a continual investment program for the Fund in accordance with such Fund’s investment objective and policies as described in the Fund’s Prospectus; (c) make investment decisions for the Fund; (d) provide the Fund with investment research and statistical data, advice and supervision, data processing and clerical services; (e) provide the Trust with access to certain office facilities, which may be the Adviser’s own offices; (f) determine what securities shall be purchased for the Fund; what securities shall be held or sold by the Fund, and allocate assets of the Fund to separate sub-accounts of the approved Sub-Advisers, and determine what portion of the Fund’s assets shall be held uninvested; (g) review asset allocations and investment policies with the Board every quarter; and (h) advise and assist the officers of the Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and its committees with respect to the foregoing matters and the conduct of the business of the Fund. In addition, the Adviser will furnish the Trust with whatever statistical information the Trust may reasonably request with respect to the securities that the Fund may hold or contemplate purchasing. The appointment of Sub-Advisors shall be subject to approval by the Board and, to the extent required by the 1940 Act or any other law or regulation, approval of the shareholders of the Trust. The Adviser shall initially determine and make such modifications to the identity and number of shares of the securities to be accepted pursuant to each Fund’s benchmark index in exchange for “Creation Units” for each Fund and the securities that will be applicable that day to redemption requests received for each Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust’s custodian with respect to such designations). The Adviser will keep the Trust informed of developments materially affecting the Fund, and will, on its own initiative, furnish the Trust from time to time with whatever information the Adviser believes is appropriate for this purpose.

  • Vendors (a) Section 4.28(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top 10 vendors, suppliers and service providers based on the aggregate Dollar value of the Company and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve (12) months for the period ending December 31, 2022 (the “Top Vendors”).

  • The Adviser Except as otherwise provided in Section 5(b) of this Agreement, the Adviser agrees to pay all expenses incurred by a Fund.

  • Service Provider The Service Provider also represents at the date this Agreement is entered into and any Service is used or provided:

  • Third Party “Third Party” shall mean any Person other than a Party or an Affiliate of a Party.

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND (a) Subject to the direction and control of the Board of Trustees (the "Trustees") of the Trust, the Sub-Adviser, at its expense, will furnish continuously an investment program for the Fund which shall at all times meet the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986 (the "Code"). The Sub-Adviser will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities. The Sub-Adviser will be an independent contractor and will not have authority to act for or represent the Trust or Adviser in any way or otherwise be deemed an agent of the Trust or Adviser except as expressly authorized in this Agreement or another writing by the Trust, Adviser and the Sub-Adviser.

  • Distributor The Distributor represents and warrants that: (i) the Distributor is a limited partnership duly organized and in good standing under New York law; (ii) the Distributor is registered as a broker-dealer under federal and applicable state securities laws and is a member of the NASD; and (iii) the Distributor is registered as an investment adviser under federal securities laws.

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