Hosting, Operation and Other Matters Sample Clauses

Hosting, Operation and Other Matters. (a) If AOL has not elected to take over Hosting of the Phase II Version or to have a third party handle Hosting of the Phase II Version, Purchase Pro will be responsible for the Hosting of the Phase III Version and the AOL Exchange, both during and after the Term; provided however, unless otherwise mutually agreed in writing, the Hosting of the Phase III Version and the AOL Exchange by Purchase Pro shall continue for only six (6) months after the Term if this Agreement is terminated by Purchase Pro due to a material breach by AOL or pursuant to Section 13.1. In connection therewith, Purchase Pro shall comply with all of the applicable Hosting and Operating Standards set forth in Exhibit A. AOL operations personnel may review Purchase Pro's infrastructure and procedures for Hosting of the Phase III Version and the AOL Exchange, and Purchase Pro will use all commercially reasonable efforts to implement any changes recommended by AOL's operations personnel. While Purchase Pro is Hosting the Phase III Version and the AOL Exchange, Purchase Pro will provide AOL, at two week intervals or at such other reasonable intervals as the parties mutually agree, with back-up copies of all user identification and transaction data contained within the AOL Exchange database. Notwithstanding the foregoing, upon written notice to Purchaser Pro, AOL will have the right at any time to elect to take over Hosting of the Phase III Version and the AOL Exchange or to require that such Hosting be provided by a third party designated by AOL. During the Term, each party shall pay and be responsible for its own costs and expenses of Hosting the Phase III Version and the AOL Exchange; provided however, if AOL elects to take over Hosting of the Phase III Version and AOL Exchange or to require that such Hosting be provided by a third party designated by AOL, then (i) other than Purchase Pro's personnel costs (which AOL will not be obliged to reimburse), AOL shall bear 100% of the migration and start-up costs associated with the such take over of Hosting by AOL or such third party and (ii) Purchase Pro shall split evenly with AOL, AOL's reasonable costs and expenses to provide or have a third party provide such Hosting once the migration is complete (however, in no event will Purchase Pro be required to contribute to AOL monthly more than one hundred percent (100%) of Purchase Pro's monthly total normal operational costs and expenses of providing Hosting at the time AOL elected to take over ...
Sample 1
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Hosting, Operation and Other Matters. (a) Purchase Pro shall be responsible at its sole cost and expense for the Hosting of the Phase I Version of the AOL Exchange. In connection therewith, Purchase Pro shall comply with all of the Hosting and Operating Standards set forth in Exhibit A attached hereto and incorporated herein by reference. AOL operations personnel may review Purchase Pro's infrastructure and procedures for Hosting of the Phase I Versions, and Purchase Pro will use commercially reasonable efforts to implement any changes recommended by AOL's operations personnel. While Purchase Pro is Hosting the Phase I Version of the AOL Exchange, Purchase Pro will provide AOL, at two week intervals or at such other reasonable intervals as the parties mutually agree, with back-up copies of all user identification and transaction data contained within the AOL Exchange database.
Sample 1

Related to Hosting, Operation and Other Matters

  • Regulatory and Other Matters (a) The parties shall, and shall cause their respective Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings with any Third Party or Governmental Entity and to take any further actions reasonably requested by the other party to obtain as promptly as practicable the Required Approvals and other consents required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement. MDLY and SIC shall have the right to review in advance, and, to the extent practicable, each will consult with the other on, in each case subject to Applicable Laws relating to the confidentiality of information, all information relating to MDLY or SIC, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with obtaining the Required Approvals. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as reasonably practicable. The parties shall consult with each other with respect to the obtaining of the Required Approvals and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement.

  • Insurance and Other Matters If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) above, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the issuers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such insurance policies.

  • Definitions and Other Matters Section 1.1 Definitions 1 Section 1.2 Definitions Generally 4 ARTICLE II REGISTRATION RIGHTS

  • Field Examination and Other Fees Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent, and (ii) the fees, charges or expenses paid or incurred by Agent if it elects to employ the services of one or more third Persons to appraise the Collateral, or any portion thereof.

  • Utilities and Other Services Tenant shall be liable for and shall pay directly all charges, fees and amounts (together with any applicable penalties, late charges, taxes or assessments thereon) when due for water, gas, electricity, air conditioning, heat, septic, sewer, refuse collection, telephone and any other utility charges or similar items in connection with the use or occupancy of the Leased Property. Landlord shall not be responsible or liable in any way whatsoever for the quality, quantity, impairment, interruption, stoppage, or other interference with any utility service, including, without limitation, water, air conditioning, heat, gas, electric current for light and power, telephone, or any other utility service provided to or serving the Leased Property or any damage or injury caused thereby. No such interruption, termination or cessation of utility services shall relieve Tenant of its duties and obligations pursuant to this Lease, including, without limitation, its obligation to pay all Rent as and when the same shall be due hereunder.

  • Permits and Other Operating Rights The Company and each Subsidiary has all such valid and sufficient certificates of convenience and necessity, franchises, licenses, permits, operating rights and other authorizations from federal, state, foreign, regional, municipal and other local regulatory bodies or administrative agencies or other governmental bodies having jurisdiction over the Company or any Subsidiary or any of its properties, as are necessary for the ownership, operation and maintenance of its businesses and properties, as presently conducted and as proposed to be conducted while the Notes are outstanding, subject to exceptions and deficiencies which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and such certificates of convenience and necessity, franchises, licenses, permits, operating rights and other authorizations from federal, state, foreign, regional, municipal and other local regulatory bodies or administrative agencies or other governmental bodies having jurisdiction over the Company, any Subsidiary or any of its properties are free from restrictions or conditions which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and neither the Company nor any Subsidiary is in violation of any thereof in any material respect.

  • Covenants and Other Matters 7 Section 4.1

  • Office and Other Facilities The Adviser shall furnish to the Trust office space in the offices of the Adviser or in such other place as may be agreed upon by the parties hereto from time to time, and all necessary office facilities and equipment;

  • Organizational and Other Matters Section 2.01 The Company was formed as a limited liability company under the provisions of the Act by the filing of the Certificate with the Secretary of State of the State of Delaware on 22 June 2007. The rights and liabilities of the Member shall be as provided in the Act, except as otherwise expressly provided herein. F:\USERS\jengllsh\Office\ENSCO Drilling Mexico LLC\Amended LLC Agreement

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