Covered Existing In-Room Equipment, Covered Replacement In-Room Equipment and Licensed Software Sample Clauses

Covered Existing In-Room Equipment, Covered Replacement In-Room Equipment and Licensed Software. In the event SONIFI determines that a problem is associated with Covered Existing In-Room Equipment and/or Covered Replacement In-Room Equipment during the Existing In-Room Equipment Limited Warranty Period or the Replacement In-Room Equipment Limited Warranty Period, SONIFI, in its sole discretion, (a) will remotely install any available Updates on the In-Room Equipment, at no additional charge to Company, if SONIFI concludes the problem is software-related and Updates eliminating or mitigating the problem are commercially available to SONIFI from the applicable In-Room Equipment manufacturer, supplier or licensor or (b) if a problem is not software-related, SONIFI will dispatch service personnel to begin correcting the problem in accordance with the appropriate issue classification and service response times specified in the applicable service level package selected by Company, as identified in the Products & Fee Schedule and as set forth and described below. Based on information supplied by the Covered Existing In-Room Equipment, the Covered Replacement In-Room Equipment, the Licensed Software and/or Company’s designated contact person, SONIFI shall ascertain and classify the severity of a reported issue as “low,” “moderate” or “high,” in its sole discretion. The service response times for a particular issue classification and service level package only indicate the time by which SONIFI service personnel will be dispatched to the Premises and do not indicate the required on-site arrival of SONIFI service personnel or the required completion of the repairs, replacements, or Updates necessary or available to fix the identified problem(s) with the In-Room Equipment and/or Licensed Software. Company shall provide XXXXXX’s service personnel with full access to Covered Existing In-Room Equipment, Covered Replacement In-Room Equipment and Licensed Software, upon request. After inspecting the Covered Existing In-Room Equipment and the Covered Replacement FTG Equipment, as applicable, SONIFI shall confirm whether or not the reported problem is the result of a defect in materials or workmanship in the Covered Existing In-Room Equipment or the Covered Replacement In-Room Equipment, as applicable, and/or a defect in the Licensed Software that prevents it from substantially conforming to any published Documentation. If the reported problem is attributable to a defect in materials or workmanship in the Covered Existing In-Room Equipment or the Covered Replacement In-...
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Related to Covered Existing In-Room Equipment, Covered Replacement In-Room Equipment and Licensed Software

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Definitions For purposes of this Agreement:

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