By Vendor. Vendor represents and warrants that:
13.2.1. it is in the business of providing the Services;
13.2.2. the Services are fit for the ordinary purposes for which they will be used;
13.2.3. it knows the particular purpose for which the Services are required by Citizens;
13.2.4. it is possessed of superior knowledge with respect to the Services;
13.2.5. it acknowledges that Citizens is relying on its representation of its experience and expert knowledge, and that any substantial misrepresentation may result in damage to Citizens;
13.2.6. it is the lawful licensee or owner of the Services (excluding any Citizens Data therein) and has all the necessary rights in the Services to grant the use of the Services to Citizens;
13.2.7. the Services and any other work performed by Vendor hereunder does not and will not infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under the Agreement;
13.2.8. it shall disclose any third-party (which shall, for purposes of the Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the delivery of the Services and it shall maintain in-force written agreements with such third- party, if any, for the term of the Agreement;
13.2.9. there is no condition, that would in any way prohibit, restrain, or diminish Vendor's ability to deliver the Services or satisfy its contractual obligations;
13.2.10. it shall immediately notify Citizens’ Contract Manager of any change in circumstances that would in any way diminish Vendor's ability to deliver the Services or satisfy its contractual obligations;
13.2.11. whether by Vendor's notification, Citizens' sole determination, or otherwise, in any case where Citizens is concerned with Vendor's ability or willingness to perform the Agreement is in jeopardy, Vendor shall, upon Citizens' request, timely provide Citizens with all reasonable assurances requested by Citizens to demonstrate that Vendor will continue to be able and willing to provide the Services and perform the Agreement;
13.2.12. it will deliver the Services in a competent, workmanlike, and professional manner and in accordance with the ...
By Vendor. VENDOR agrees to indemnify, hold harmless and defend SBBC, its agents, servants and employees from any and all claims, judgments, costs, and expenses including, but not limited to, reasonable attorney’s fees, reasonable investigative and discovery costs, court costs, and all other sums which SBBC, its agents, servants, and employees may pay or become obligated to pay on account of any, all and every claim or demand, or assertion of liability, or any claim or action founded thereon, arising or alleged to have arisen out of or due to the products, goods, or services furnished by VENDOR, its agents, servants, or employees; the equipment of VENDOR, its agents, servants, or employees while such equipment is on premises owned or controlled by SBBC; or the negligence of VENDOR or the negligence of VENDOR’s agents when acting within the scope of their employment, whether such claims, judgments, costs, and expenses are for damages, damage to property including SBBC’s property, and injury or death of any person whether employed by XXXXXX, SBBC, or otherwise.
By Vendor. Vendor shall not assign its rights or delegate its duties hereunder without the prior written consent of Customer, which consent shall not be unreasonably withheld.
By Vendor. Vendor will defend, indemnify and hold Reseller harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against Reseller for actual or alleged infringement of any US patent, US copyright, US trademark, US service mark, xxade secret, or other US proprietary rights based upon the duplication, sale, license, or use of the Software or Documentation by Reseller in accordance with this Agreement, provided that Reseller promptly notifies Vendor in writing of the claim and allows Vendor to control, and fully cooperates with Vendor in, the defense and all related settlement negotiations. Vendor shall have no liability for any settlement or compromise made without its consent. Upon notice of an alleged infringement, or if in the Vendor's opinion such a claim is likely, Vendor shall have the right, at its option, to obtain the right for Reseller to continue to exercise the rights granted under this Agreement, substitute other software with similar operating capabilities, or modify the Software so that it is no longer infringing. In the event that none of the above options are reasonably available, in Vendor's sole opinion, Vendor may terminate this Agreement.
By Vendor. The Vendor agrees to indemnify, to the extent permitted by law, the Purchaser and each Person who participates as an underwriter in the offering or sale of the Consideration Shares, their respective directors, officers, employees and agents and each Person who controls such underwriter (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits), claims, damages, liabilities and expenses arising out of or based upon: (i) any information or statement contained in the preliminary prospectus, final prospectus, any filing made in connection therewith or any amendment thereto which has been furnished to the Purchaser by the Vendor expressly for use therein pursuant to section 9 which at the time and in light of the circumstances under which it was made contains a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, court or other competent authority based upon (A) any misrepresentation in the preliminary prospectus, the final prospectus, or any amendment thereto based upon any information or statement which has been furnished to the Purchaser by the Vendor expressly for use therein pursuant to subsection 3.2(a), or (B) any failure to comply with applicable Securities Laws by the Vendor; (iii) the Vendor’s failure to deliver to a purchaser of Consideration Shares, a copy of the prospectus or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; and (iv) the completion of any sale in contravention of the Vendor’s obligation to obtain the Purchaser’s prior written approval, except in the case of any of the foregoing insofar any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Vendor, which consent shall not be unreasonably withheld or delayed.
By Vendor. Vendor represents and warrants that:
(1) Vendor is a corporation duly organized, validly existing and in good standing under the laws of Delaware;
(2) Vendor has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;
(3) Vendor 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 for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Vendor’s ability to fulfill its obligations under this Agreement;
(4) the execution, delivery and performance of this Agreement has been duly authorized by Vendor;
(5) Vendor is in compliance with all applicable Federal, state, local or other laws and regulations applicable to Vendor and has obtained all applicable permits, licenses and Vendor Government Approvals required of Vendor in connection with its obligations under this Agreement;
(6) there is no outstanding litigation, arbitrated matter or other dispute to which Vendor is a party which, if decided unfavorably to Vendor, would reasonably be expected to have a potential or actual material adverse effect on AMO’s or Vendor’s ability to fulfill its respective obligations under this Agreement;
(7) the Vendor Proprietary Software does not infringe upon the proprietary rights of any third party, and Vendor has obtained and will obtain all rights necessary to grant in full the licenses to the Vendor Software and Tools granted by Vendor under this Agreement without any additional consideration, and to permit the AMO Entities and Authorized Users to use any and all of the Covered Services; and
(8) The Vendor represents and warrants that the Vendor Provided Systems are designed to be used before, during and after January 1, 2000, and, as applicable, will be performed or will perform in the course of providing services to AMO, including without limitation date-related user-interface functionalities, before, during and after January 1, 2000, without errors, invalid or incorrect results or failures relating to, or which are the product of, date data or date dependent data which represent or reference dates before, during or after January 1, 2000, or represent or reference different centuries or more than one century, or represent or reference any lea...
By Vendor. Vendor covenants and agrees with Customer that, during the Term and the Termination Assistance Period:
(1) Vendor shall comply with all Laws applicable to Vendor and shall obtain all applicable permits and licenses required of Vendor in connection with its obligations under this Agreement;
(2) Vendor shall comply with the Business Associates Agreement set forth in Exhibit 12.
By Vendor. Vendor represents and warrants to Customer that:
(1) Vendor is a corporation validly existing and in good standing under the Laws of New York;
(2) Vendor has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;
(3) the execution, delivery and performance of this Agreement by Vendor (a) has been duly authorized by Vendor, (b) will not conflict with, result in a breach of, or constitute a default under, any other agreement to which Vendor is a party or by which Vendor is bound and (c) does not require any Customer Consents or Vendor Consents that have not already been obtained;
(4) Vendor 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 for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Vendor’s ability to fulfill its obligations under this Agreement;
By Vendor. Vendor represents, warrants, and covenants to Company, as of execution of this Agreement and during the term of this Agreement, as follows:
(a) that Vendor and the Representatives shall perform the Detailing in a professional and timely manner;
(b) that Vendor shall comply, in all material respects, with all laws, rules and regulations that apply to the performance of services under this Agreement, including but not limited to the PDMA, the Medicare and Medicaid Anti-Kickback Act (42 U.S.C. Section 1320a-7b(a)), the Civil False Claims Act (31 U.S.C. Section 3729(a)), Sections 1128A, 1128B, and 1877 of the Social Security Act (42 U.S.
By Vendor. Vendor will defend, indemnity and hold Electronic Reseller harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against Electronic Reseller for actual or alleged infringement of any US patent, US copyright, US trademark, US service mark, xxade secret, or other US proprietary rights based upon the duplication, sale, license, or use of the Software or Documentation by Electronic Reseller in accordance with this Agreement, provided that Electronic Reseller promptly notifies Vendor in writing of the claim and allows Vendor to control, and fully cooperates with Vendor in, the defense and all related settlement negotiations. Vendor shall have no liability for any settlement or compromise made without its consent. Upon notice of an alleged infringement, or if in the Vendors opinion such a claim is likely. Vendor shall have the right, at its option, to obtain the right for Electronic Reseller to continue to exercise the rights granted under this Agreement, substitute other software with similar operating capabilities, or modify the Software so that it is no longer infringing. The foregoing indemnification shall not apply to claims of infringement to the extent they arise by reason of the combination of the software or documentation with any other product if such claim would have been avoided but for such combination. In the event that none of the above options are reasonably available, in Vendor's sole opinion, Vendor may terminate 5 this Agreement.
