Host Customer Agreements Sample Clauses

Host Customer Agreements. As to each Account that is identified by the Borrower as an Eligible Customer Upfront Payment Receivable in a Borrowing Base Certificate submitted to the Administrative Agent and the Collateral Agent, such Account is (a) to the knowledge of the Borrower, a bona fide existing payment obligation of the applicable Account Debtor created pursuant to an enforceable Host Customer Agreement in the ordinary course of business, (b) owed to the applicable Excluded Subsidiary without any known defenses, disputes, offsets, contra accounts, counterclaims, or rights of return or cancellation, (c) subject to no Liens and to no transfer or other restrictions which could reasonably be expected to prohibit, hinder or delay distribution of the amounts represented by such Account to the Borrower and (d) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Collateral Agent-discretionary criteria) set forth in the definition of Eligible Customer Upfront Payment Receivables, except for those which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Host Customer Agreements. As to each Account that is identified by a Borrower as an Eligible Customer Upfront Payment Receivable in a Borrowing Base Certificate submitted to the Administrative Agent and the Collateral Agent, such Account is (a) to the knowledge of such Borrower, a bona fide existing payment obligation of the applicable Account Debtor created pursuant to an enforceable Host Customer Agreement in the ordinary course of business, (b) owed to the applicable Excluded Subsidiary without any known defenses, disputes, offsets, contra accounts, [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. counterclaims, or rights of return or cancellation, (c) subject to no Liens and to no transfer or other restrictions which could reasonably be expected to prohibit, hinder or delay distribution of the amounts represented by such Account to a Borrower and (d) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Collateral Agent-discretionary criteria) set forth in the definition of Eligible Customer Upfront Payment Receivables, except for those which would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Sample 1Sample 2Sample 3
Host Customer Agreements. Make any material amendments to its forms of Host Customer Agreements as disclosed to Administrative Agent on the Closing Date in a manner that could be reasonably expected to lead to a Material Adverse Effect.
Sample 1Sample 2Sample 3
Host Customer Agreements. No Borrower shall, and no Borrower shall permit any other Person to, make any amendments to the forms of Host Customer Agreements it uses or acquires (which forms have been disclosed to and approved by Administrative Agent) which materially affects the economic terms of such Host Customer Agreements or which could reasonably be expected to lead to a Material Adverse Effect.
Sample 1

Related to Host Customer Agreements

  • Customer Agreements In addition to other provisions hereof, MBC ------------------- shall not distribute any Cooperative Application or MBC Product to any Person unless MBC shall have first notified and required such Person to execute a customer agreement: (i) provided by InterTrust; or (ii) provided by MBC that (a) has been previously approved in writing by InterTrust and (b) is in accordance with the terms of this Section 6.2 (the "Customer Agreement"). The ------------------ terms of such Customer Agreement relating to InterTrust Technology may be amended from time to time by InterTrust as may be reasonably necessary to protect InterTrust's rights hereunder, but solely for subsequent executions of such Customer Agreement and as herein provided. The Customer Agreement shall contain, at minimum and as relevant hereunder, terms that: (1) notify MBC customers of the restrictions on MBC's rights with respect to performing Clearinghouse Functions, granting sublicenses, and otherwise restricting the rights of such customers with respect to use of the MBC Product or Cooperative Application, as applicable, especially the InterTrust Technology incorporated therein; (2) prohibit customers from disassembling, modifying or reverse engineering any portion of the InterTrust Technology incorporated in the MBC Product or Cooperative Application; (3) stipulate that such customer has no right to use the MBC Product or Cooperative Application to engage in or perform any Clearinghouse Functions whatsoever without InterTrust's express authorization pursuant to a written license agreement directly between such customer and InterTrust; (4) prohibit such customer from using the Cooperative Application or MBC Product to make and/or exploit any commercial product other than a Vertical Application; (5) provide that the Customer Agreement is to and for InterTrust's benefit and may be enforced by InterTrust at its discretion; and (6) contain such other provisions as stipulated herein. MBC agrees that to the extent any form of Customer Agreement might be deemed to be unenforceable or otherwise ineffective in any jurisdiction, MBC shall substitute other forms of Customer Agreements, or take other actions, as reasonably specified by InterTrust, including, for example, specifying other generally accepted, legally effective forms of Customer Agreement, if such exists for a given jurisdiction, in order to provide InterTrust with legally enforceable protection contemplated hereunder, including protection against implied licenses and claims of patent exhaustion relating to InterTrust Technology. MBC agrees and acknowledges that MBC's performance of its obligations hereunder is necessary for InterTrust to adequately protect its Intellectual Property Rights made available hereunder, and such performance shall constitute a condition precedent to the licenses granted under Article 5 hereof.

  • Customer Agreement In the event of a conflict between this Agreement and any other agreement between the Bank and the Grantor, the terms of this Agreement will prevail.

  • Customer Contracts Promptly after any Loan Party becoming aware of the same, the Borrower shall give the Administrative Agent written notice of any cancellation, termination or loss of any material Contractual Obligation or other customer arrangement.

  • Service Agreements Manager shall negotiate and execute on behalf of Owner such agreements which Manager deems necessary or advisable for the furnishing of utilities, services, concessions and supplies, for the maintenance, repair and operation of the Property and such other agreements which may benefit the Property or be incidental to the matters for which Manager is responsible hereunder.

  • Customer The term “Customer” includes all persons, firms or entities that are purchasers or end-users of services or products offered, provided, developed, designed, sold or leased by the Company during the relevant time periods, and all persons, firms or entities which control, or which are controlled by, the same person, firm or entity which controls such purchase.

  • Customer Support Exhibit B, Customer Support Document to the AGTA, contains the obligations of Boeing relating to Materials (as defined in Part 3 thereof), training, services, and other things in support of aircraft.

  • 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.

  • 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.

  • Customers and Suppliers Except as set forth in the Disclosure Memorandum with specific reference to this Section, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such audits.

  • Top Customers and Suppliers The Company has disclosed to the Purchaser the key customers of the Company (the “Top Customers”) and the key suppliers of goods or services to the Company (the “Top Suppliers”). The relationships of the Company with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last twelve months has cancelled or otherwise terminated, or, to the Company’s Knowledge, intends to cancel or otherwise terminate, any relationships of such Person with the Company, (ii) no Top Supplier or Top Customer has during the last twelve months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its relationships with the Company or intends to stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services of the Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company, (iv) the Company has not since the Company Incorporation Date been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement will not affect the relationship of the Company with any Top Supplier or Top Customer.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!