Determination of Requirements Sample Clauses

Determination of Requirements. Customer shall be solely responsible for determining and familiarizing itself with – and seeking its own legal counsel regarding – all United States, foreign, international, national, state, provincial, territorial, municipal, local, or other laws, regulations, codes, ordinances, treaties, conventions, writs, decrees, resolutions, promulgations, or court or administrative orders or rulings (“Laws”); contractual obligations; Foreign Requirements; network/wireless carrier requirements; and industry-standard frameworks (such as the Mobile Marketing Association Guidelines in the case of texting) (collectively, “Requirements”) that might apply to Customer Use or the use and/or transport of Ordered Equipment, which such Requirements might include without limitation domestic and/or foreign Laws relating to: (i) the import or export of goods, equipment, technologies, data, or other materials; (ii) marketing, solicitation, business practices, or telecommunications or electronic communications (collectively, “Marketing Laws”), such as the US Telephone Consumer Protection Act of 1991 (the TCPA) (which significantly restricts telephone solicitations (i.e., telemarketing) and the use of automatic dialing systems, artificial or pre-recorded voice messages, SMS text messages, and facsimile communications) and Canada’s Anti-Spam Legislation (CASL); (iii) privacy, or the security or protection of personal data or other categories of data (“Data Protection Laws”); and (iv) surveillance; the monitoring or recording of conversations, communications, or other activities; or wiretapping (“Monitoring Laws”), which such Laws may require advance notice or consent for such activities and may be implicated by certain uses or features of the SaaS Services, such as Barge-Monitor-Whisper and Quality Management (which allows certain Agents to monitor other Agents’ computer activities). 8x8 shall have no obligation to provide legal advice of any kind to the Customer Parties, and the Customer Parties shall not treat or rely on any statements, communications, or materials of the 8x8 Parties as such.
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Determination of Requirements. Customer shall be solely responsible for understanding and complying with all of the following as applicable to Customer Use or the transport or use of Ordered Equipment: (a) Laws; (b) contractual obligations; (c) Foreign Requirements (defined below); (d) network/wireless carrier requirements; and (e) industry-standard frameworks (e.g., the Mobile Marketing Association Guidelines relating to texting) (collectively, the “Requirements”). Without limitation, the Requirements might include Laws relating to: (i) importing or exporting products, technologies, data, or other materials; (ii) marketing, solicitation, business practices, telecommunications, or electronic communications (e.g., the US Telephone Consumer Protection Act of 1991 (TCPA) and Canada’s Anti-Spam Legislation (CASL)); (iii) the privacy or security of personal data; and (iv) wiretapping, surveilling, monitoring, or recording communications or other activities (which Laws might prohibit or restrict use of certain SaaS Services features, such as Barge-Monitor-Whisper and Quality Management). The Customer Parties shall not rely on the 8x8 Parties’ statements as legal advice relating to the foregoing.
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Determination of Requirements. The Purchase Price has been determined on the assumption, and the parties have entered into this Agreement with the reasonable expectation that at Closing, based on GAAP, (i) total shareholder's equity of the Company is at least $2 million; (ii) current liabilities, excluding the current portion of notes payable, do not exceed $600,000; (iii) fixed assets are not less than $6.4 million; (iv) notes payable are not greater than those amounts payable to Nations Financial; and (v) cash is not less than contingent (recorded and/or unrecorded) liabilities, all as set forth on the Disclosure Schedule attached hereto (collectively, the "Balance Sheet Criteria"). The financial obligations of Shareholder to the Company shall not be an Asset of the Company.
Sample 1

Related to Determination of Requirements

  • Termination of Requirement Cash Collateral (or the appropriate portion thereof) provided to reduce Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.19 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the determination by Administrative Agent and the Issuing Banks that there exists excess Cash Collateral; provided that, subject to the other provisions of this Section 2.19, the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure; provided, further, that to the extent that such Cash Collateral was provided by Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

  • W-9 Requirement Alongside a signed copy of this Agreement, Grantee will provide Florida Housing with a properly completed Internal Revenue Service (“IRS”) Form W-9. The purpose of the W-9 form is to document the SS# or FEIN# per the IRS. Note: W-9s submitted for any other entity name other than the Grantee’s will not be accepted.

  • Uniform Administrative Requirements A. Contractor, if a governmental entity or public agency, shall comply with the requirements and standards of OMB Circular No. A-87, “Principles for Determining Costs Applicable to Grants and Contracts with State, Local and Federally Recognized Indian Tribal Governments”, OMB Circular A-133, “Audits of State, Local Governments and Non-Profit Organizations”, and applicable sections of 24 CFR §85 “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments”, as set forth in 24 CFR §570.502(a). B. Contractor, if a non-profit organization, shall comply with the requirements and standards of OMB Circular No. A- 122, “Cost Principles for Non-Profit Organizations, OMB Circular A-133 Audits of State, Local Governments and Non-Profit Organizations”, and applicable Attachments to OMB Circular No. A-110, as set forth in 24 CFR §570.502(b).

  • Administrative Requirements A. Financial Management

  • Basic Requirements To be eligible for PayPal’s Seller Protection program, all of the following basic requirements must be met, as well as any applicable additional requirements: • The primary address for your PayPal account must be in the United States. • The item must be a physical, tangible good that can be shipped, except for items subject to the Intangible Goods Additional Requirements. Transactions involving items that you deliver in person in connection with payment made in your physical store, may also be eligible for PayPal’s Seller Protection program so long as the buyer paid for the transaction in person by using a PayPal goods and services QR code. • You must ship the item to the shipping address on the Transaction Details page in your PayPal account for the transaction. If you originally ship the item to the recipient’s shipping address on the Transaction Details page but the item is later redirected to a different address, you will not be eligible for PayPal’s Seller Protection program. We therefore recommend not using a shipping service that is arranged by the buyer, so that you will be able to provide valid proof of shipping and delivery. • The shipping requirement does not apply to eligible transactions involving items that you deliver in person; provided, however, that you agree to provide us with alternative evidence of delivery or such additional documentation or information relating to the transaction that we may request. • You must respond to PayPal’s requests for documentation and other information in a timely manner as requested in our email correspondence with you or in our correspondence with you through the Resolution Center. If you do not respond to PayPal’s request for documentation and other information in the time requested, you may not be eligible for PayPal’s Seller Protection program. • If the sale involves pre-ordered or made-to-order goods, you must ship within the timeframe you specified in the listing. Otherwise, it is recommended that you ship all items within 7 days after receipt of payment. • You provide us with valid proof of shipment or delivery. • The payment must be marked “eligible” or “partially eligible” in the case of Unauthorized Transaction claims, or “eligible” in the case of Item Not Received claims, for PayPal’s Seller Protection program on the Transaction Details page. • In the case of an Unauthorized Transaction claim, you must provide valid proof of shipment or proof of delivery that demonstrates that the item was shipped or provided to the buyer no later than two days after PayPal notified you of the dispute or reversal. For example, if PayPal notifies you of an Unauthorized Transaction claim on September 1, the valid proof of shipment must indicate that the item was shipped to the buyer no later than September 3 to be eligible for PayPal’s Seller Protection program. PayPal determines, in its sole discretion, whether your claim is eligible for PayPal’s Seller Protection program. PayPal will make a decision, in its sole discretion, based on the eligibility requirements, any information or documentation provided during the resolution process, or any other information PayPal deems relevant and appropriate under the circumstances. To be eligible for PayPal’s Seller Protection program for a buyer’s Item Not Received claim, you must meet both the basic requirements and the additional requirements listed below: • Where a buyer files a chargeback with the issuer for a card-funded transaction, the payment must be marked “eligible” for PayPal’s Seller Protection on the Transaction Details page. • You must provide proof of delivery as described below.

  • Medicaid Notification of Termination Requirements Party shall follow the Department of Vermont Health Access Managed-Care-Organization enrollee-notification requirements, to include the requirement that Party provide timely notice of any termination of its practice.

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