GSI Obligations Sample Clauses

GSI Obligations. GSI, at its own expense, shall create, --------------- maintain, host and operate the Web Site in accordance with this Agreement and Schedule 1 attached to this Agreement. Through the Term, the Web Site shall use GSI's proprietary engine that is used for GSI's other retailer sites and will use other technologies consistent with current e-commerce industry practice. No more frequently than annually, Retailer may request that a mutually acceptable, independent third party be engaged to review retail e-commerce Web sites offering general merchandise to determine the methods of operation, features, and functionality of such Web sites. The cost of each such review shall be shared equally by the Parties. Retailer may suggest to GSI methods of operating the Web Site or that features or functionality be included in the Web Site. GSI shall implement such methods, features, or functionality that are implemented on [*] or more of the [*] retail e-commerce Web sites offering general merchandise ranked highest by Media Metrix or such other mutually acceptable Person during the most recent monthly reporting period. GSI shall implement such methods, features, or functionality that are implemented on [*] or more of the [*] retail e-commerce Web sites offering general merchandise ranked highest by Media Metrix or such other mutually acceptable Person during the most recent monthly reporting period unless such method, feature, or functionality would be inconsistent with GSI's reasonable business needs. Such methods, features or functionality, as the case may be, shall be added no later than six (6) months after GSI's receipt of such suggestion from Retailer in writing; provided that in the event that such methods, features or functionality cannot be implemented reasonably within such six month period, then within nine months from receipt of such notice so long as GSI has commenced and proceeded diligently to said implementation within a reasonable period. Notwithstanding the foregoing, GSI is not required to implement any methods, features, or functionality if the actual cost of adding such feature or functionality would exceed [*]% of the revenues on which the Revenue Share is based for the immediately preceding 12 months or if implementing the method, feature, or functionality would be illegal, would result in the infringement or violation of any third party's rights, would cause a breach of any agreement to which GSI is a party, or would require GSI to enter into a comme...
Sample 1
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Related to GSI Obligations

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Client Obligations The Client shall supply and deliver to the Consultant all documentation and information relating to the Client and the Client’s business as may be reasonably requested by the Consultant in connection with the performance of the Services by the Consultant. Such information and documentation shall, to the best of the Client’s knowledge, be accurate and complete in all material respects at the time furnished. The Client will promptly notify the Consultant if it learns of any material misstatement in, or material omission from, any information previously delivered to Consultant. The Consultant may rely, without independent verification, on the accuracy and completeness of all information furnished by the Client. The Client understands that the Consultant shall not be liable for independently verifying the accuracy of such information and shall not be liable for any inaccuracies therein.

  • Prior Obligations I represent that my performance of all terms of this Agreement as a consultant of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior or subsequent to the commencement of my Relationship with the Company, and I will not disclose to the Company, or use, any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party.

  • Perform Obligations To perform promptly all of the obligations of Tenant set forth in this Lease; and to pay when due the Fixed Rent and Additional Rent and all charges, rates and other sums which by the terms of this Lease are to be paid by Tenant.

  • Seller Obligations In connection with any offering under any Registration Statement under this Agreement:

  • Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.

  • Third Party Obligations Executive acknowledges that the Company from time to time may have agreements with other persons or entities which impose obligations or restrictions on the Company regarding development-related work made during the course of work thereunder or regarding the confidential nature of such work. Executive agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company.

  • Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.

  • Joint Obligations The following shall apply with equal force to Seller and Buyer:

  • Separate Obligations These obligations are independent of Borrower’s obligations and separate actions may be brought against Guarantor (whether action is brought against Borrower or whether Borrower is joined in the action).

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