Disputes with Customers or Suppliers Sample Clauses

Disputes with Customers or Suppliers notwithstanding, in the case of any Asserted Liability by any present or former supplier or customer of either LIG or Phoenix in connection with which LIG may make a claim against Phoenix for indemnification pursuant to Article 8.2, LIG shall give a Claims Notice with respect thereto but, unless LIG and Phoenix otherwise agree, LIG shall have the exclusive right at its option to defend, at its own expense, any such matter, subject to the duty of LIG to consult with Phoenix and its attorneys in connection with such defense and provided that no such matter shall be compromised or settled by LIG (other than compromises or settlements at LIG's expense and for its account) without the prior consent of Phoenix, which consent shall not be unreasonably withheld.
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Disputes with Customers or Suppliers. Anything in Section 8.3(b) to the contrary notwithstanding, in the case of any Asserted Liability by any supplier or customer of Seller with respect to the business conducted by Seller prior to the Closing in connection with which Buyer may make a claim against Seller for indemnification pursuant to Section 8.1, Buyer shall give a Claims Notice with respect thereto but, unless Buyer and the Indemnifying Party otherwise agree, Buyer shall have the exclusive right at its option to defend any such matter, subject to the duty of Buyer to consult with the Indemnifying Party and its attorneys in connection with such defense and provided that no such matter shall be compromised or settled by Buyer without the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnifying Party shall have the right to recommend in good faith to Buyer proposals to compromise or settle claims brought by a supplier or customer, and Buyer agrees to present such proposed compromises or settlements to such supplier or customer. All amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and all amounts required to be paid in connection with any such compromise or settlement consented to by the Indemnifying Party, shall be borne and paid by the Indemnifying Party. The parties agree to cooperate fully with one another in the defense, compromise or settlement of any Asserted Liability.
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Disputes with Customers or Suppliers. Anything in Section 6.5 to the contrary notwithstanding, in the case of any Asserted Liability by any Customer of the Business, Buyer shall have the exclusive right, at its option, to defend such Asserted Liability with counsel of Buyer’s choice, subject to the duty of Buyer to consult with the Indemnifying Party in connection with such defense and provided that no such Asserted Liability shall be compromised or settled by Buyer without the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld. All Losses incurred in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and all amounts required to be paid in connection with any such compromise or settlement shall be borne and paid by the Indemnifying Party.
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Disputes with Customers or Suppliers. Anything in Section 10.5.2 to the contrary notwithstanding, in the case of any Asserted Liability by any customer or supplier of Starcom with respect to the business conducted by Starcom prior to the Closing Date in connection with which IndeNet may make a claim against the Stockholders for indemnification pursuant to Section 10.1, IndeNet shall give a Claims Notice with respect thereto, but, unless IndeNet and the Indemnifying Party otherwise agree, IndeNet shall have the exclusive right at its option to defend, at its own expense, any such matter, subject to the duty of IndeNet to consult with the Indemnifying Party and its attorneys in connection with such defense or any settlement decision. All amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and all amounts required to be paid in connection with any compromise or settlement of such Asserted Liability, shall be borne and paid by the Indemnifying Party. The parties agree to cooperate fully with one another in the defense, compromise or settlement of any such Asserted Liability.
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Disputes with Customers or Suppliers. Notwithstanding any other provision to the contrary, in the case of any Asserted Liability by any supplier or customer of the Maryland Company or the Texas Company in connection with which the Maryland Company or the Texas Company makes a claim for indemnification hereunder, the Maryland Company or the Texas Company shall give a claims notice with respect thereto but, unless the Maryland Company or the Texas Company and the Indemnifying party otherwise agree in writing, the Maryland Company or the Texas Company shall have the exclusive right, at the Maryland Company or the Texas Company 's option, to defend any such matter at Maryland Company or the Texas Company's expense; provided, however, that no settlement or compromise for which the Maryland Company or the Texas Company is liable shall be made without its prior written consent; provided, further, however, that if the Maryland Company or the Texas Company refuses or fails within a reasonable time to give such consent, Maryland Company or the Texas Company's defense shall be at the other party's expense.
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Disputes with Customers or Suppliers. Notwithstanding any other provision to the contrary, in the case of any Asserted Liability by any supplier or customer of Seller in connection with which the Partnership or Xxxxx makes a claim for indemnification hereunder, the Partnership or Xxxxx shall give a claims notice with respect thereto and shall have the exclusive right, at its option, to defend any such matter at Seller's expense; provided, however, no settlement or compromise for which Seller is liable shall be made without its prior written consent.
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Disputes with Customers or Suppliers. Notwithstanding any other provision to the contrary, in the case of any Asserted Liability by any supplier or customer of Sellers in connection with which Purchaser makes a claim for indemnification hereunder, Purchaser shall give a claims notice with respect thereto and shall have the exclusive right, at Purchaser's option, to defend any such matter, at Sellers' expense.
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Disputes with Customers or Suppliers. Anything in Section 9.03(b) to the contrary notwithstanding, in the case of any Asserted Liability by any supplier, distributor, sales agent or customer of the Company with respect to the business conducted by the Company prior to the Closing in connection with which GRS may make a claim against the Stockholders for indemnification pursuant to Section 9.01, GRS shall give a Claims Notice with respect thereto but, unless GRS and the Indemnifying Party otherwise agree, the Stockholders shall have the exclusive right at its option to defend, at its own expense, any such matter, subject to the duty of the Stockholders to consult with GRS and its attorneys in connection with such defense and provided that no such matter shall be compromised or settled by the Stockholders without the prior consent of GRS, which consent shall not be unreasonably withheld. GRS shall have the right to recommend in good faith to the Stockholders proposals to compromise or settle claims brought by a supplier, distributor or customer, and the Stockholders agree to present such proposed compromises or settlements to such supplier, distributor or customer. All amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and all amounts required to be paid in connection with any such compromise or settlement consented to by GRS, shall be borne and paid by the Stockholders. The parties agree to cooperate fully with one another in the defense, compromise or settlement of any Asserted Liability.
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Related to Disputes with Customers or Suppliers

  • No Relationships with Customers and Suppliers No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, 5% or greater stockholders, customers or suppliers of the Company or any of the Company’s affiliates on the other hand, which is required to be described in the Disclosure Package and the Prospectus or a document incorporated by reference therein and which is not so described.

  • Contact with Customers and Suppliers Until the Closing Date, the Buyer shall not, and shall cause its Affiliates and direct its other Representatives not to, contact or communicate with the employees, customers, suppliers, distributors or licensors of the Acquired Entities, or any other Persons having a business relationship with the Acquired Entities, concerning the transactions contemplated hereby or any of the foregoing relationships without the prior written consent of the Seller.

  • AGREEMENTS WITH CUSTOMERS The Products are provided by the Third Party Vendor. All Terms of Use or Service as established by the Third Party Vendor and as set forth inter alia at xxxxx://xxx.xxxxxxxx.xxx/legal/migrationwiz-user-agreement/ and xxxxx://xxx.xxxxxxxx.xxx/legal/mspcomplete-access-agreement/ shall apply to the VAR’s resale activity and to the VAR’s Customers, including but not limited to the VAR’s indemnity of the Third Party Vendor based upon the VAR’s acts or omissions and including indemnity of the Third Party Vendor for any infringement claims arising from the combination by the VAR and/or Customers of Third Party Vendor’s intellectual property with the VAR or any third party’s intellectual property. The VAR agrees to provide each Customer with terms of use and gain their acceptance. You covenant, represent and warrant that you will present all Terms of Use or Service to each of your Customers and obtain their enforceable agreement to the Terms of Use or Service before permitting them to access or use the Products. You covenant, represent and warrant that no subscription for the Products shall be activated for or used by your Customers before the Customer agrees to the Terms of Use or Service. You will track and record acceptance by your Customers of the Terms of Use or Service and will provide such information to the Company upon request. The Company may modify these terms and conditions at any time. 1. PRODUCTS 2. THIRD PARTY VENDOR

  • RELATIONSHIPS WITH RELATED PERSONS Neither Seller, Acquired Company or any Related Person of each Seller or of either Acquired Company has, or since the first day of the next to last completed fiscal year of any Acquired Company has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to any Acquired Company’s business. Neither Seller, Acquired Company or any Related Person of each Seller or of any Acquired Company is, or since the first day of the next to last completed fiscal year of any Acquired Company has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with any Acquired Company other than business dealings or transactions conducted in the Ordinary Course of Business with any Acquired Company at substantially prevailing market prices and on substantially prevailing market terms, or (ii) engaged in competition with any Acquired Company with respect to any line of the products or services of any Acquired Company (a “Competing Business”) in any market presently served by any Acquired Company except for less than one percent of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market. Neither Seller or any Related Person of each Seller or of any Acquired Company is a party to any Contract with, or has any claim or right against, any Acquired Company.

  • Business With Cuba The Company has complied with all provisions of Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida) relating to doing business with the Government of Cuba or with any person or affiliate located in Cuba.

  • Customers and Suppliers (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

  • Significant Customers and Suppliers No customer or supplier which was significant to the Company during the period covered by the Financial Statements or which has been significant to the Company thereafter, has terminated or breached, materially reduced or threatened to terminate, breach or materially reduce its purchases from or provision of products or services to the Company, as the case may be.

  • Customer Relationships The Executive understands and acknowledges that the Company has expended significant resources over many years to identify, develop, and maintain its clients. The Executive additionally acknowledges that the Company’s clients have had continuous and long-standing relationships with the Company and that, as a result of these close, long-term relationships, the Company possesses significant knowledge of and confidential information about its clients and their needs. Finally, the Executive acknowledges the Executive’s association and contact with these clients is derived solely from Executive’s employment with the Company. The Executive further acknowledges that the Company does business throughout the United States and that the Executive personally has significant contact with the Company’s clients and customers solely as a result of Executive’s relationship with the Company.

  • Suppliers and Customers (a) The Company has adequate sources of supply for its business as currently conducted and as proposed to be conducted. The Company has good relationships with all of its material sources of supply of goods and services and does not anticipate any material problem with any such material sources of supply. (b) The Company has no knowledge that the customer base of the Company might materially decrease.

  • Customers; Suppliers Executive does not have, and at any time during the term of this Agreement shall not have, any employment with or any direct or indirect interest in (as owner, partner, shareholder, employee, director, officer, agent, consultant or otherwise) any customer of or supplier to Company.

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