Providers Undertakings Sample Clauses

Providers Undertakings. Provider undertakes to process Subscriber Data only for the purposes of fulfiling its Service obligation in this Agreement, in accordance with Applicable Data Protection Legislation, and Subscriber's written instructions from time to time. Provider shall not process Subscriber Data for their own purposes.
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Providers Undertakings. 5.1 Provider warrants to Licensee that, to its knowledge, the Licensed Materials used as contemplated by this Agreement do not infringe the copyright or any other similar proprietary or intellectual property rights of any person. Provider shall indemnify and hold Licensee harmless from and against any loss, damage, cost, liability and expenses (including reasonable legal and professional fees) arising out of any breach of this warranty. This indemnity shall not apply if the Licensee has altered the Licensed Materials in any way not permitted by this Agreement.
Sample 1
Providers Undertakings. The Provider warrants to the Purchasing Authority that the Licensed Materials used as intended by this HSCC Licence do not infringe the Copyright or any other proprietary or intellectual property rights of any person. The Provider reserves the right at any time to withdraw the whole, a part or parts of the Licensed Materials for which it no longer retains the right to publish or provide, or which it has reasonable grounds to believe infringes Copyright or is defamatory, obscene, unlawful or otherwise objectionable. In the event of the withdrawal of the whole or parts of the Licensed Materials under this clause 6.2, the Purchasing Authority may exercise its rights under clauses 8.1.3 “Service Performance Measurement & Related Payment”. The Provider shall notify the Purchasing Authority giving at least 30 (thirty) working days’ notice of: any anticipated material or substantial Provider (“native”) interface changes, such as a major redesign; any significant change to the users’ navigation of the Provider (“native”) interface; any significant change which may result in an adverse material effect on Authorised Users access to the Service and / or use of the Licensed Materials; Subject to clauses 6.3 if any changes have an adverse material effect on Authorised Users access to the Service or use of the Licensed Materials, the Purchasing Authority shall give prompt written notice to the Provider containing the particular details with respect to such effect. The Provider shall have the opportunity to resolve the Purchasing Authority’s concerns within the 30 (thirty) day period following receipt of the Purchasing Authority’s notice; and, if not resolved within such period, the Purchasing Authority may terminate this Schedule upon written notice to the Provider given no more than 10 (ten) days following the end of the Purchasing Authority’s cure period. If the changes render the Licensed Materials less useful in a material respect to the Purchasing Authority, the Purchasing Authority may within thirty days of such notice treat such changes as a breach of this HSCC Licence. Subject to commercial confidentiality the Provider must give at least 60 (sixty) working days written notice to the Purchasing Authority prior to the withdrawal date of the Licensed Materials. Subject to clause 6.2, 14 (fourteen) working days’ notice after removal may however be given by the Provider for content for which it no longer retains the right to provide or which it has reasonable grounds...
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Providers Undertakings 
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Related to Providers Undertakings

  • LICENSEE’S UNDERTAKINGS 8.1 The Licensee shall:

  • Other Undertakings 1. The Recipient shall:

  • Enforceability and Severability The invalidity or enforceability of any term or provisions of this Agreement shall not, unless otherwise specified, affect the validity or enforceability of any other term or provision, which shall remain in full force and effect.

  • Integration and severability This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between the Parties. The provisions of this Agreement are severable, and in the event any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

  • Information Undertakings The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Entire Agreement; Severability This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

  • Entire Agreement and Severability This Agreement represents the entire agreement among the parties with regard to the investment management matters described herein and may not be amended, modified or waived without the affirmative written consent of the Adviser and the Sub-Adviser effected in accordance with Section 17 of this Agreement except as otherwise noted herein. If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

  • Construction and Severability If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

  • General Undertakings The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Undertakings The Company shall comply with all the provisions of any undertakings contained and required to be contained in the Registration Statement.

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