By Toloka Sample Clauses

By Toloka. Toloka may send any notices, messages, and documents to Customer through Telecommunication channels (for example, by e-mail or by posting such notices, messages, and documents on Site and/or in Customer’s Profile). Unless otherwise set forth in this Agreement, notices that Toloka provides by posting on Site will be effective upon posting, and notices that Toloka provides by e-mail will be effective when sent. Customer will be deemed to have received all messages sent to the e-mail associated with Customer Profile when Xxxxxx sent the e-mail. Customer shall maintain a valid and accessible e-mail address in Profile at all times during the Term.
Sample 1
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By Toloka. Xxxxxx will indemnify and hold harmless Customer from and against any Losses awarded in a final judgment arising out or relating to, and defend it from (or settle at Toloka’s expense), any Claim alleging that the Services infringe, violate, or misappropriate a third party’s intellectual property rights; provided that Customer (a) gives Xxxxxx prompt written notice of such a Claim; (b) permits Toloka to control the defense and settlement of the Claim; and (c) reasonably cooperates with Xxxxxx in the defense and settlement of the Claim. In no event may Customer agree to any settlement of any Claim without Xxxxxx’s written consent. Toloka’s obligations under this Section 5.2 will not apply to the extent the Claim arises from: (a) Customer’s breach of this Agreement or violation of any applicable law or governmental rule, or regulation; (b) modifications to Toloka technology or Services by anyone other than Toloka; and (c) use of the Services in combination with any software or hardware neither provided nor authorized by Toloka.
Sample 1
By Toloka. Toloka may terminate this Agreement in whole or in part immediately if Customer materially breaches this Agreement and fails to cure such breach within three (3) days after receipt of notice in Written form or through Telecommunication channels to Customer specifying the breach in reasonable detail.
Sample 1

Related to By Toloka

  • INSPECTION AND REJECTION 8.1 Purchaser shall have the right to inspect and test Products at any time prior to shipment, and within a reasonable time after delivery to the Purchaser’s Destination. Products not inspected within a reasonable time after delivery shall be deemed accepted by Purchaser. The payment for Products shall in no way impair the right of Purchaser to reject nonconforming Products, or to avail itself of any other remedies to which it may be entitled. 8.2 If any of the Products are found at any time to be defective in material or workmanship, damaged, or otherwise not in conformity with the requirements of this Agreement or any applicable Purchase Order, as its exclusive remedy, Purchaser may at its option and at Vendor’s sole cost and expense, elect either to (i) return any damaged, non-conforming or defective Products to Vendor for correction or replacement, or (ii) require Vendor to inspect the Products and remove or replace damaged, non-conforming or defective Products with conforming Products. If Purchaser elects option (ii) in the preceding sentence and Vendor fails promptly to make the necessary inspection, removal and replacement, Purchaser, at its option, may inspect the Products and Vendor shall bear the cost thereof. Payment by Purchaser of any invoice shall not constitute acceptance of the Products covered by such invoice, and acceptance by Purchaser shall not relieve Vendor of its warranties or other obligations under this Agreement. 8.3 The provisions of this Article shall survive the expiration or termination of this Agreement.

  • Construction of Agreement The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.

  • Acknowledgment Regarding Any Supported QFCs To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

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