Regulatory and Legal Changes The parties acknowledge that the respective rights and obligations of each party as set forth in this Agreement upon its execution are based on law and the regulatory environment as it exists on the date of execution of this Agreement. Comcast may, in its sole discretion, immediately terminate this Agreement, in whole or in part, in the event there is a material change in any law, rule, regulation, Force Majeure event, or judgment of any court or government agency, and that change affects Comcast’s ability to provide the Services herein.
No Legal Prohibition No Governmental Authority of competent jurisdiction shall have (i) enacted, issued or promulgated any Law that is in effect as of immediately prior to the Effective Time and has the effect of making the Merger illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Merger, or (ii) issued or granted any Order that is in effect as of immediately prior to the Effective Time and has the effect of making the Merger illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Merger (collectively, a “Restraint”).
Conflict of Interest; Governmental Conduct Act A. The Contractor represents and warrants that it presently has no interest and, during the term of this Agreement, shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance or services required under the Agreement.
Independent Legal Advice Each of the Parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.
Other Legal Requirements The references to particular laws of the State of New York in this Article, in Exhibit C and elsewhere in this Agreement are not intended to be exclusive and nothing contained in such Article, Exhibit and Agreement shall be deemed to modify the obligations of the Contractor to comply with all legal requirements.
General Legal Provisions Amendments to Section 6, if any, are included in Attachment C.
Federal Government End Use Provisions We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Us to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
Not Legal Advice During the Term, Taboola may provide recommended privacy policy or disclosure language to Publisher. Publisher acknowledges that it shall not rely on such recommended language as, or as a substitute for, legal advice and that Publisher itself is solely responsible for any disclosures in its privacy policy or on its website.
No Legal Advice Client acknowledges the importance of complying with its obligations under applicable law and agrees that it will consult with legal counsel as appropriate regarding the acquisition and use of Reports.Client understands and acknowledges that Sapphire Check is not a law firm and does not provide legal advice in connection with Sapphire Check’s furnishing of Reports to Client or Client’s use of such Reports. Client understands that any communications by Sapphire Check’s employees or representatives regarding searches, verifications, or the content of reports are not to be considered or construed as legal advice.Client shall consult with counsel as appropriate before deciding whether to act upon information reported by Sapphire Check. Client understands that sample forms or documents made available by Sapphire Check to Client, including, but not limited to, sample disclosure notices, written authorizations, and adverse action notices are offered solely as a courtesy and should not be construed as legal advice.Laws governing the content of such documents frequently change.Accordingly, Client shall consult with counsel to make sure that it is using appropriate documents that comply with any and all applicable federal, state, and local laws.Use of Sapphire Check’ssample documents or processes—including any process designed to obtain the consumer’s consent to the background check—is entirely optional.Therefore, if Client chooses to use Sapphire Check’s sample documents or processes in part or whole, Client agrees that such documents/processes should be considered its own (not that of Sapphire Check), and that Client has consulted with its own legal counsel to the extent necessary regarding the use of such documents/processes.Client shall indemnify and hold harmless Sapphire Check, its affiliates, and subsidiaries and their respective officers, directors, employees, agents, and insurers from and against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with any third-party claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity,related to Client’s use of sample forms, sample documents, or processes made available by Sapphire Check.
FACTS AND PROVISIONS/LEGAL REQUIREMENTS The term of the Agreement shall be from September 1, 2015, through May 31, 2018. The County may terminate its participation in the Agreement by providing 90 days advance written notice to the other participating agencies. The Department will provide its personnel assigned to OPSG Grant Program with all supplies and/or prescribed safety gear, body armor, and/or standard issue equipment necessary to perform OPSG Grant Program activities. The County agrees to defend and indemnify the County of San Diego for any claim, action, or proceeding against the County of San Diego arising solely out of the acts or omissions of the County in the performance of the Agreement. Each party to the Agreement agrees to defend itself from any claim, action, or proceeding arising out of concurrent acts or omissions of the parties. In such a case, each party agrees to retain its own legal counsel, bear its own defense costs, and waive its right to seek reimbursement of such costs except where a court finds and allocates comparative fault. Board approval is required for this Agreement, as the funding amount exceeds the authority previously delegated by the Board to the Sheriff on May 15, 2015. County Counsel has approved the attached Agreement as to form. The Honorable Board of Supervisors 5/17/2016