Disqualification of Providers Sample Clauses

Disqualification of Providers. Supplier reserves the right to disqualify any provider of any key parts, components or materials that both (A) Dot Hill requires Supplier to acquire such key parts, components or materials from such provider for inclusion in the Products and (B) who does not provide to Supplier protection against epidemic failures based on the use of terms that are substantially similar or equivalent in all material respects to those reflected in this Agreement, but applicable only to such key parts, components or materials (the “Terms”). In such circumstance, Supplier shall: (1) inform Dot Hill immediately in writing of any such situation and provide all relevant details of the issues that Supplier has encountered with such provider, including the name, part number, and a description of the key part, component or material at issue and name of provider, and (2) to the extent that Supplier is able to do so without violating any then-existing confidentiality obligations in place with any such provider, provide all relevant details of the epidemic failure terms extended by such provider to Supplier for such key part, component or material at issue, and involve Dot Hill in any negotiations with such provider over the details of such epidemic failure terms. If Supplier is operating under a then-existing confidentiality obligation with a provider that prevents the disclosure of such epidemic failure terms to Dot Hill, then Supplier shall seek written approval from the provider for the disclosure of such terms *** Confidential Treatment Requested Dot Hill Confidential to Dot Hill. If the provider refuses to provide its written approval to Supplier for this disclosure where a confidentiality obligation of Supplier exists, then Supplier shall inform immediately Dot Hill of such refusal by such provider and such provider shall be deemed to be disqualified to provide to Supplier the applicable key part, component or material at issue for use in the Product to be supplied by Supplier to Dot Hill under this Agreement. Notwithstanding anything to the contrary, the provisions of this Section 6.6 shall not apply to any parts, components or materials that Supplier recommends or requires Dot Hill to use in or incorporate into the Products based on or as a result of any design, development or other engineering work for the Products that Supplier has performed for Dot Hill under this Agreement.
Sample 1
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Disqualification of Providers. Supplier reserves the right to disqualify any provider of any key parts, components or materials that both (A) Dot Hill requires Supplier to acquire such key parts, components or materials from such provider for inclusion in the Products and (B) who does not provide indemnification protection to Supplier against third party claims of intellectual property infringement for, or personal injury (including bodily injury or death) or damage to tangible or real property which are caused by, such key parts, components or materials, based on the use of terms that are substantially similar or equivalent in all material respects to those indemnification obligations of Supplier to Dot Hill in Subsection 7.1.1(A) (as modified by Section 7.1.2) for such key parts, components or materials (the “Provisions”). In such circumstance, Supplier shall: (1) inform Dot Hill immediately in writing of any such situation and provide all relevant details of the issues that Supplier has
Sample 1

Related to Disqualification of Providers

  • Disqualification of S-1 Until the earlier of seven years from the date hereof or until the Warrants have either expired and are no longer exercisable or have all been exercised, the Company will not take any action or actions that prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the shares of Common Stock issuable upon exercise of the Warrants under the Act.

  • No Disqualification Events With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

  • Qualification of Servicer The Servicer is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and is duly qualified to do business and is in good standing under the laws of each jurisdiction that requires such qualification wherein it owns or leases any material properties, or in which it conducts any material business or in which the performance of its duties under this Agreement would require such qualification, except where the failure to so qualify would not have a material adverse effect on (a) the Servicer's performance of its obligations under this Agreement, (b) the value or marketability of the Mortgage Loans, or (c) the ability to foreclose on the related Mortgaged Properties.

  • Disqualification The Adviser shall immediately notify the Trustees of the occurrence of any event which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable statute or regulation.

  • Trustee Not Responsible for Recitals The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

  • Notice of Disqualification Events The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person, in each case of which it is aware.

  • Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities or of the proceeds thereof.

  • Qualification of Trustee; Conflicting Interests This Indenture shall always have a Trustee who satisfies the requirements of Section 310(a)(1) of the Trust Indenture Act of 1939. The Trustee shall have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the Trust Indenture Act of 1939 regarding disqualification of a trustee upon acquiring a conflicting interest.

  • Trustee Not Required to Make Investigation Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper or document (provided the same appears regular on its face), unless requested in writing to do so by holders of Certificates evidencing in the aggregate not less than 51% of the Voting Interest represented by all Certificates; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding. The reasonable expense of every such investigation shall be paid by the Master Servicer or, if paid by the Trustee shall be repaid by the Master Servicer upon demand.

  • TRUSTEE NOT RESPONSIBLE FOR RECITALS, ETC (a) The Recitals contained herein and in the Debentures shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same.

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