We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

By Upstream Sample Clauses

By Upstream. Upstream shall indemnify and hold harmless Maruho, and its directors, officers, employees and agents, from and against all Liabilities from any claims, demands, actions or other proceedings by any third party to the extent resulting from (a) the breach of any representation, warranty or covenant by Upstream under this Agreement; (b) the development, manufacture, use, sale, handling or storage of Products outside Japan by or on behalf of Upstream, its other licensees or their respective Affiliates, customers or end-users; (c) the defective Bulk Licensed Compound and/or Product manufactured or supplied by or on behalf of Upstream; (d) the use of the Supported IP Rights by Upstream, its other licensees or their respective Affiliates; or (e) the use of the Confidential Information of Maruho by Upstream, its other licensees or their respective Affiliates.
Sample 1Sample 2
By Upstream. Upstream represents and warrants to Maruho that, as of the Effective Date, (a) the Licensed Patent Rights have not been held by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, (b) Upstream has not received written notice of any claim or litigation by any third party alleging that any of the Licensed IP Rights are invalid or unenforceable, and (c) Upstream has the right to grant the licenses under the Licensed IP Rights pursuant to this Agreement.
Sample 1Sample 2
By Upstream. Upstream agrees, to defend, indemnify, and hold harmless Participant and its System Users (the "Participant Indemnified Parties") from any losses, expenses, damages, judgments, or penalties, including reasonable attorney’s fees and litigation expenses incurred at all levels of litigation, whether at trial or on appeal, arising from any allegations by a third party (a "Claim") that, if proven to be true, would constitute an infringement by the System or Software upon the third party's Intellectual Property Rights; provided that this duty shall not apply to any Claim in which the alleged infringement is based upon the content or derivatives of the Participant Data, including any text, data, or images contained therein, or the Participant Brand Features, or any modification of the System or Software by Participant or any of its System Users, without the express written permission of Upstream or its Third Party Licensor who provides the System or Software that is the object of the Claim. In the event of any Claim subject to this Section 15.1, a Participant Indemnified Party shall provide Upstream with prompt written notice of such a Claim, and shall cooperate fully in Upstream's defense or settlement of any such Claim. Upstream shall have the right to select legal counsel to defend any such Claim, provided that a Participant Indemnified Party shall have the right, at its sole cost and expense, to engage independent legal counsel solely for the purpose of monitoring the progress of the defense or settlement of any Claim. Upstream shall have the sole right to settle or compromise any Claim, provided that a Participant Indemnified Party shall have the right to consent to any such settlement or compromise that will materially diminish the System Services to be provided to the Participant Indemnified Party under this Agreement, or will impose and any additional affirmative obligations upon the Participant Indemnified Party, which consent the Participant Indemnified Party shall not unreasonably withhold, condition or delay. In the event of any Claim, Upstream shall have the right at its sole option and expense to either (1) procure for the Participant and its System Users the right to continue to use the System and the Software as contemplated under this Agreement;
Sample 1
By Upstream. Upstream may terminate this Agreement immediately upon written notice to the Participant in the event (1) Participant is no longer licensed to engage in real estate brokerage, (2) Participant is delinquent in any Participant Fee obligations under Section 12 below for more than sixty (60) Days; or (3) the Participant violates any of the Restrictions in Sections 2.2.4 or 2.2.5 applicable to the Upstream Database or the System. In addition to the foregoing, Upstream may suspend or deny any of Participant’s System Users’ access to, or use of, the System if a Participant’s System User (1) is no longer affiliated with the Participant or (2) engages in any conduct that, if engaged in by the Participant, would be a violation of this Agreement.
Sample 1

Related to By Upstream

  • Use of Interconnection Facilities by Third Parties 494950 9.9.1 Purpose of Interconnection Facilities 494950 9.9.2 Third Party Users. 50 9.10 Disturbance Analysis Data Exchange. 50 ARTICLE 10. MAINTENANCE 50 10.1 Participating TO Obligations. 50 10.2 Interconnection Customer Obligations. 50 10.3 Coordination 505051

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third- party claim.

  • Procurement of Recovered Materials In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired

  • Distribution of UDP and TCP queries DNS probes will send UDP or TCP “DNS test” approximating the distribution of these queries.

  • Trunk Group Connections and Ordering 5.2.1 For both One-Way and Two-Way Interconnection Trunks, if Onvoy wishes to use a technically feasible interface other than a DS1 or a DS3 facility at the POI, the Parties shall negotiate reasonable terms and conditions (including, without limitation, rates and implementation timeframes) for such arrangement; and, if the Parties cannot agree to such terms and conditions (including, without limitation, rates and implementation timeframes), either Party may utilize the Agreement’s dispute resolution procedures. 5.2.2 When One-Way or Two-Way Interconnection Trunks are provisioned using a DS3 interface facility, if Onvoy orders the multiplexed DS3 facilities to a Frontier Central Office that is not designated in the NECA 4 Tariff as the appropriate Intermediate Hub location (i.e., the Intermediate Hub location in the appropriate Tandem subtending area based on the LERG), and the provision of such facilities to the subject Central Office is technically feasible, the Parties shall negotiate in good faith reasonable terms and conditions (including, without limitation, rates and implementation timeframes) for such arrangement; and, if the Parties cannot agree to such terms and conditions (including, without limitation, rates and implementation timeframes), either Party may utilize the Agreement’s dispute resolution procedures. 5.2.3 Each Party will identify its Carrier Identification Code, a three or four digit numeric code obtained from Telcordia, to the other Party when ordering a trunk group. 5.2.4 For multi-frequency (MF) signaling each Party will out pulse ten (10) digits to the other Party, unless the Parties mutually agree otherwise. 5.2.5 Each Party will use commercially reasonable efforts to monitor trunk groups under its control and to augment those groups using generally accepted trunk- engineering standards so as to not exceed blocking objectives. Each Party agrees to use modular trunk-engineering techniques for trunks subject to this Attachment.

  • Member Access to Vendor Proposal Notwithstanding any other information provided in this solicitation or Vendor designation of certain documentation as confidential or proprietary, Vendor’s acceptance of this TIPS Contract constitutes Vendor’s consent to the disclosure of Vendor’s comprehensive proposal, including any information deemed confidential or proprietary, to TIPS Members. The proposing Vendor agrees that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or any other party. By submitting this proposal, Vendor certifies the foregoing.

  • Unbundled Copper Loop – Designed (UCL-D) 2.4.2.1 The UCL-D will be provisioned as a dry copper twisted pair (2- or 4-wire) Loop that is unencumbered by any intervening equipment (e.g., filters, load coils, range extenders, digital loop carrier, or repeaters). 2.4.2.2 A UCL-D will be 18,000 feet or less in length and is provisioned according to Resistance Design parameters, may have up to 6,000 feet of bridged tap and will have up to 1300 Ohms of resistance. 2.4.2.3 The UCL-D is a designed circuit, is provisioned with a test point, and comes standard with a DLR. OC is a chargeable option for a UCL-D; however, OC is always required on UCLs where a reuse of existing facilities has been requested by Telepak Networks. 2.4.2.4 These Loops are not intended to support any particular services and may be utilized by Telepak Networks to provide a wide-range of telecommunications services as long as those services do not adversely affect BellSouth’s network. This facility will include a Network Interface Device (NID) at the customer’s location for the purpose of connecting the Loop to the customer’s inside wire. 2.4.2.5 Upon the Effective Date of this Agreement, Unbundled Copper Loop – Long (UCL-L) elements will no longer be offered by BellSouth and no new orders for UCL-L will be accepted. Any existing UCL-Ls that were provisioned prior to the Effective Date of this Agreement will be grandfathered at the rates set forth in the Parties’ interconnection agreement that was in effect immediately prior to the Effective Date of this Agreement. Existing UCL-Ls that were provisioned prior to the Effective Date of this Agreement may remain connected, maintained and repaired according to BellSouth’s TR73600 and may remain connected until such time as they are disconnected by Telepak Networks or BellSouth provides ninety

  • Solicitations for Subcontractors, Including Procurements of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin, sex, age, and disability/handicap.

  • Know-How Necessary for the Business The Intellectual Property Rights are all those necessary for the operation of the Company’s businesses as it is currently conducted or as represented, in writing, to the Purchasers to be conducted. The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s knowledge, no employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than of the Company.

  • Access Toll Connecting Trunk Group Architecture 9.2.1 If ECI chooses to subtend a Verizon access Tandem, ECI’s NPA/NXX must be assigned by ECI to subtend the same Verizon access Tandem that a Verizon NPA/NXX serving the same Rate Center Area subtends as identified in the LERG. 9.2.2 ECI shall establish Access Toll Connecting Trunks pursuant to applicable access Tariffs by which it will provide Switched Exchange Access Services to Interexchange Carriers to enable such Interexchange Carriers to originate and terminate traffic to and from ECI’s Customers. 9.2.3 The Access Toll Connecting Trunks shall be two-way trunks. Such trunks shall connect the End Office ECI utilizes to provide Telephone Exchange Service and Switched Exchange Access to its Customers in a given LATA to the access Tandem(s) Verizon utilizes to provide Exchange Access in such LATA. 9.2.4 Access Toll Connecting Trunks shall be used solely for the transmission and routing of Exchange Access to allow ECI’s Customers to connect to or be connected to the interexchange trunks of any Interexchange Carrier which is connected to a Verizon access Tandem.

Most Referenced Clauses

Most Referenced Definitions