Material Adverse Effect on Services Sample Clauses

Material Adverse Effect on Services. Each Party shall ensure that its development work relating to the Integration does not (i) create material technical problems, damage, interruption, degradation of the other Party’s systems or (ii) prevent the provision of the Service by Xxxxx or the receipt of Service by the Customer (each, a “Material Adverse Effect on Service”). Upon the occurrence of such an event, the Party who has become aware of the Material Adverse Effect on Service, whether it is the Party whose development work has caused the Material Adverse Effect on Service or the Party whose systems have been affected, shall promptly notify the other Party of such event and both Parties shall: ⚫ immediately suspend the Integration to the extent necessary to mitigate the consequences of the Material Adverse Effect on Service; ⚫ immediately suspend access to the Service; ⚫ promptly following any decision to suspend, initiate a crisis management meeting between themselves to discuss and attempt to identify the source of the Material Adverse Effect on Service and potential remedies; and ⚫ provide any and all necessary assistance to the other Party to resolve the problem.
Sample 1
AutoNDA by SimpleDocs

Related to Material Adverse Effect on Services

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • NOW, THEREFORE the parties hereto agree as follows:

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Time is Money Join Law Insider Premium to draft better contracts faster.