No Implied Assumptions Sample Clauses

No Implied Assumptions. The Parties acknowledge and agree that any assumptions contained in the Proposal, including but not limited to, financial assumptions, general business assumptions, assumptions concerning key performance requirements, and comments concerning the UTC, will be deemed to have been rejected by HHSC and will not be a part of the Agreement unless and only to the extent the Parties have expressly agreed to incorporate them within this Agreement or as an Exhibit to the Agreement.
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No Implied Assumptions. The Parties acknowledge and agree that any assumptions contained in ATTACHMENT D, DENTAL CONTRACTOR PROPOSAL, or its revisions, including but not limited to, financial assumptions, general business assumptions, assumptions concerning key performance requirements, and comments concerning ATTACHMENT B, HHSC DENTAL CONTRACT TERMS AND CONDITIONS, are rejected by HHSC and will not be a part of this Contract, unless and only to the extent the Parties have expressly agreed to incorporate them into this Contract.
No Implied Assumptions. The Parties acknowledge and agree that any assumptions, including but not limited to general business assumptions, assumptions concerning key performance requirements, and comments concerning the terms and conditions, shall be deemed to have been rejected and will not be a part of the Agreement unless and to the extent the Parties have expressly agreed in writing to include them.
No Implied Assumptions. The Parties acknowledge and agree that any assumption included in MCO’s Proposal will be deemed to have been rejected by HHSC and shall not be included as a Contract term unless the Parties have expressly agreed to incorporate such assumption in this Article 6.

Related to No Implied Assumptions

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Project Assumptions The following assumptions are specific to this project:

  • Indemnification and Assumption of Risk – Vendor Data VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR’S PROPOSALS, VENDOR PRICING SUBMITTED OR PROVIDED TO TIPS, TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES, VENDOR’S CONTACT INFORMATION, VENDOR’S BROCHURES AND COMMERCIAL INFORMATION, VENDOR’S FINANCIAL INFORMATION, VENDOR’S CERTIFICATIONS, AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) (“VENDOR DATA”) TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN SECTION 14 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, ACTIONS, DEMANDS, ALLEGATIONS, SUITS, JUDGMENTS, COSTS, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO: (I) ANY UNAUTHORIZED, NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR OTHER CORRUPTING AGENTS INVOLVING, VENDOR’S DATA, PRICING, AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR SOFTWARE SYSTEMS, AND; (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY OR VENDOR.

  • Further Acts and Assurances Each of the Parties after convincing itself agrees to execute and deliver all such further agreements, documents and instruments, and to do and perform all such further acts and things, as shall be necessary or convenient to carry out the provisions of this Agreement and to consummate the transactions contemplated hereby.

  • Liabilities Assumed by Assuming Bank The Assuming Bank expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as "Liabilities Assumed"):

  • Subcontracts and Assignment Contractor shall not subcontract, assign, delegate, or transfer any of its duties, rights, or interests under this Contract without the prior written consent of District. District may withhold such consent for any or no reason. If District consents to an assignment or subcontract, then in addition to any other provisions of this Contract, Contractor shall require any permitted subcontractor to be bound by all the terms and conditions of this Contract that would otherwise bind Contractor. The parties agree that any such subcontracts shall be construed as matters solely between the Contractor and its subcontractor and shall have no binding effect on District.

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