Legal Holds Sample Clauses

Legal Holds. As defined in Section 1, legal holds may be imposed by a court and impact the services that Centre is providing to Customer. In the event that a legal hold is initiated, the Parties agree to address the specific needs and pricing associated with the mandate in an Addendum, which will be executed by the Parties. Upon written notice from Customer, Centre agrees to maintain any and all data and information that Customer informs Centre needs to be maintained prior to a Legal Hold being issued by a court. Choice of Law. Any controversy or claim, whether based on contract, tort, strict liability, fraud, misrepresentation, or any other legal theory, related directly or indirectly to the Master Agreement (“Dispute”) shall be resolved solely in accordance with the terms of this Section 12. Except in the case where injunctive relief is sought, if at any time during the term of this Agreement any dispute, difference, or disagreement shall arise upon or in respect of the Agreement, and the meaning and construction hereof, every such dispute, difference, and disagreement shall first be resolved through the good faith negotiations of the Parties. If those negotiations are unsuccessful, the Parties agree to mediation before a single mediator agreed upon by the Parties prior to filing suit. Any Dispute with respect to the Master Agreement must be brought in accordance with this Section 12 within three (3) years after the cause of action arises. The Master Agreement shall be governed by the laws of the State of Texas and interpreted and determined in accordance with the laws of the State of Texas. The parties hereto irrevocably: (a) agree that any suit, action, or other legal proceeding arising out of the Master Agreement shall be brought exclusively in the courts of record of either the State of Texas or the courts of the United States located in the State of Texas; (b) consent to the jurisdiction of each such court in any such suit, action or proceeding; and (c) waive any objection which it may have to the laying of venue of such suit, action or proceeding in any of such courts.
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Legal Holds. The Parties acknowledge that certain Kenvue Transferred Data may be subject to a document or data preservation order directed by the J&J Law Department or by order of any Governmental Authority (a “Legal Hold”). These Legal Holds may place certain limitations on the transfer of and access to the Kenvue Transferred Data. As such, concurrent with the execution of this Agreement, the Parties shall enter into the Legal Hold Protocol, substantially in the form of Schedule F, setting forth the terms and conditions governing the transfer, access and use, as applicable, of the Kenvue Transferred Data subject to a Legal Hold.
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Legal Holds. Ford shall Inform the applicable courts in advance of the Transition Date of the change of employer and the need to refile with Ford.
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Legal Holds. Visteon shall inform the applicable courts in advance of the Conversion Date of the change of employer and the need to refile with Ford.
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Legal Holds. As defined in Section 1.6, legal holds may be imposed by a court and impact the Services that Centre is providing to Customer. In the event that a legal hold is initiated, the Parties agree to address the specific needs and pricing associated with the mandate in an Addendum, which will be executed by the Parties. Upon written notice from Customer, Centre agrees to maintain any and all data and information that Customer informs Centre needs to be maintained prior to a Legal Hold being issued by a court.
Sample 1
Legal Holds. (i) T-Mobile will inform Provider when an actual or potential legal action relating to a T-Mobile Group Company occurs that requires Provider action for litigation holds or electronic discovery.
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Legal Holds. Lottery will promptly inform SBTech in writing when an actual or potential legal action relating to Lottery occurs for which Lottery will require SBTech’s assistance to comply with litigation holds or electronic discovery. Subject to Applicable Law, and as expressly and reasonably directed by Lottery in writing (which direction will include the furnishing of detailed instructions contained in any legal request), SBTech will exclude from deletion activity under its control the data described in Lottery’s instructions that is subject to the litigation hold and will maintain and preserve such data until written authorization is received from Lottery releasing the data from the litigation hold. Upon receipt of written authorization releasing data under a litigation hold, SBTech will apply normal archiving and deletion activities to such data. SBTech will maintain and preserve the data placed under litigation hold in accordance with this Section 6.5 (Legal Holds) at no additional cost to Lottery only if such assistance can be provided by SBTech: (a) using its then-existing resources used to provide the Services without adversely affecting SBTech’s ability to provide the Services in accordance with the Agreement and any applicable SOWs; and (b) at no additional cost or expense to SBTech. But if such support requires additional resources beyond those used to provide the Services under the Agreement, or if using such existing resources would adversely affect SBTech’s ability to provide the Services in accordance with the Agreement and such SOWs or require SBTech to incur any additional costs or expenses, SBTech may engage in the change control process set forth in Section 9 (Amendments and Change Control) to address the cost of such additional resources.
Sample 1
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Legal Holds. Visteon shall inform the applicable courts in advance of the Employment Date of the change of employer and the need to refile with ACH.
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Legal Holds. Metro’s policy is to retain and preserve all records that may be relevant to any government or civil audit, investigation, inquiry, or court proceeding, including lawsuits and arbitrations. The obligation to hold documents may arise before the Agency receives actual notice of a lawsuit, investigation, or other action. If such an action is even anticipated, employees are obligated to hold and preserve relevant records, and to consult with the Legal Department for further instructions. Any employee who alters or destroys Agency records, or takes any steps to impede a lawsuit, investigation, audit, or inquiry will be subject to discipline up to and including termination.
Sample 1

Related to Legal Holds

  • Opinion of Cayman Islands Counsel for the Company The Representatives shall have received an opinion of Xxxxxx and Calder (Hong Kong) LLP, Cayman Islands counsel for the Company, dated such Closing Date, as the case may be, in form and substance reasonably satisfactory to the Representatives.

  • Communications Relating to Fund Portfolio Securities The Custodian shall transmit promptly to each Fund all written information (including, without limitation, pendency of calls and maturities of Securities and expirations of rights in connection therewith and notices of exercise of put and call options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian from issuers of Securities being held for the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to each Fund all written information received by the Custodian from issuers of the Securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If a Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least three Business Days prior to the date of which the Custodian is to take such action.

  • Payment for the Notes Payment for the Notes shall be made at the Closing Date by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own accounts and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Notes that the Underwriters have agreed to purchase. The Representatives may (but shall not be obligated to) make payment for any Notes to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

  • Agent for the Company In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with any of the holders of Warrant Certificates or beneficial owners of Warrants.

  • Organization and Standing of the Company The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Nevada and has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted and to execute and deliver this Agreement and other instruments, agreements and documents contemplated herein (together with this Agreement, the “Transaction Documents”), to issue, sell and deliver the Shares and to perform its other obligations pursuant hereto. The Company is duly licensed or qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the property owned or leased or the nature of the activities conducted by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on the business, operations or financial condition of the Company.

  • Payment for the Shares Payment for the Shares shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer in immediately available-funds to the order of the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. BancBoston Xxxxxxxxx Xxxxxxxx Inc., individually and not as a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

  • Incorporation and Good Standing of the Company The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify would not result in a Material Adverse Change.

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