Purchase from Reseller Sample Clauses

Purchase from Reseller. Notwithstanding anything to the contrary in this Agreement, if Customer purchased the Service through a Reseller, the following terms are applicable and shall prevail in event of any conflict with any other provisions of this Agreement. a) The terms of this Agreement constitute the only terms applicable to the provision of the Service to Customer and no terms between Customer and Reseller shall apply to Customer’s access to or use of the Service. b) Reseller has no authority to make any statements, representations, warranties or commitments on Xxxxxxx’x behalf and any such statements, representations, warranties or commitments are null and void. c) Customer may place orders for the Service by executing an Order Form with Reseller and paying Reseller fees as specified therein. d) In the event Customer is entitled to a refund under this Agreement, Customer must request such refund through Reseller. Any request sent directly to Trimble may be redirected to Reseller. Trimble will refund any applicable fees to Reseller and Reseller shall be solely responsible for refunding such fees to Customer. Trimble shall have no further liability to Customer in the event Reseller fails to refund such fees to Customer. e) If Reseller fails to pay Trimble applicable fees for Customer’s use of the Service, Trimble reserves the right to terminate this Agreement including all rights granted hereunder. f) Unless otherwise set forth in the Order Form, Customer may purchase renewal subscriptions under this Agreement directly from Trimble pursuant to an Order Form. g) Unless otherwise set forth in the Order Form, Customer shall receive end user support, if applicable, directly from Trimble during the applicable Subscription Term in accordance with the terms of this Agreement. h) If Reseller is providing Customer with consulting or other professional services related to the Service, such services shall be provided under the terms of a separate agreement between Reseller and Customer. i) This Agreement shall survive any termination of Customer’s agreement with Reseller so long as Trimble has received payment for Customer’s current Subscription Term. j) If you purchased the Service from a Reseller in the Unites States, then the Trimble entity for purposes of this Agreement is Xxxxxxx Inc. Otherwise, the Trimble entity for purposes of this Agreement is Xxxxxxx Europe B.V.
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Purchase from Reseller. If Customer purchases the Products from an authorized partner or reseller of StreamSets, including any marketplace (“Reseller”), Customer’s use of the Products will be governed by this Agreement, subject to Section 20.14 (Reseller Orders) below.
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Purchase from Reseller. If you obtained the Software through an authorized dealer, distributor or reseller of Trimble (“Reseller”), your use of the Software is governed by the terms of this Agreement as modified by Section 13 (Purchase from Reseller) below.
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Purchase from Reseller. If Customer purchases the Service from an authorized reseller of Collibra (“Reseller”), Customer’s use of the Service will be governed by this Agreement, subject to Section 20.13 (Reseller Orders) below.
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Purchase from Reseller. If You purchase Services or Professional Services from a Reseller, We will provide You with the Services and/or Professional Services on the terms and conditions of this Agreement but pricing and payment terms will be those agreed upon between You and the Reseller. The Reseller might offer You additional services and if so, the terms and conditions as well as prices for such services will be as agreed by You and the Reseller. We will not be obligated to provide any refunds or credits directly to You instead any such refunds or credits will be credited to Your Reseller, nor will We be liable for the acts or omissions of the Reseller or for the Reseller’s services. If the Reseller becomes bankrupt, ceases doing business or the like, or Your agreement with the Reseller terminates, You will be obligated to pay Us directly to continue to use or receive the Services.
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Purchase from Reseller. Client may procure a subscription to the Agerpoint Platform from an authorized reseller of Agerpoint (“Reseller”) pursuant to a separate Reseller Order Form that references this Agreement. Client’s use of the Agerpoint Platform procured through a Reseller will be subject to the terms of this Agreement and all fees payable for such use shall be payable pursuant to the terms set forth in the Reseller Order Form.
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Purchase from Reseller. If Customer purchases the Licensed Software from an authorized reseller of Okera (“Reseller”), Customer’s use of the Licensed Software will be governed by this Agreement, subject to Section 18.13 (Reseller Orders) below.
Sample 1
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Purchase from Reseller. If Customer obtained the Product(s) through an authorized dealer, distributor or reseller of Pinnacle Infotech (“Reseller”), the following terms are applicable and will prevail in event of any conflict with any other provisions of this Agreement: (a) This Agreement is between Pinnacle Infotech and Customer and governs all access and use of the Product(s) by Customer. Resellers are not authorized to modify this Agreement or make any promises or commitments on Pinnacle Infotech’s behalf, and Pinnacle Infotech is not bound by any obligations to Customer other than as set forth in this Agreement. Pinnacle Infotech is not party to (or responsible under) any separate agreement between Customer and Reseller, and Pinnacle Infotech is not responsible for the Reseller’s acts, omissions, products or services. The applicable Product(s) list price for the applicable Utilization Term will be deemed the amount paid or payable by Customer to Pinnacle Infotech under this Agreement for purposes of Section 11 (Limitations of Liability.). (b) Instead of paying Pinnacle Infotech, Customer will pay the applicable amounts to the Reseller, as agreed between Customer and the Reseller. If the Reseller fails to pay Pinnacle Infotech the applicable fees for Customer’s use of the Product(s), Pinnacle Infotech reserves the right to terminate the applicable Utilization Term for such Product(s) and all related rights granted hereunder. Customer may purchase renewal Utilization Terms for the Product(s) under this Agreement directly from Pinnacle Infotech pursuant to an Order. (c) Customer’s order details (e.g., the applicable Product(s), the Utilization Term, Usage Limitations, Authorized Users, and any additional scope of use restrictions) will be as stated in the Order issued by Pinnacle Infotech (i.e., entitlement confirmation), and the Reseller is responsible for the accuracy of any such information as communicated to Pinnacle Infotech. Unless otherwise designated by Pinnacle Infotech, the Reseller is solely responsible for delivering to Customer any Product(s), and Pinnacle Infotech has no liability for the Reseller’s failure to deliver such materials. (d) The Reseller may fulfill Pinnacle Infotech’s warranty obligations under Section 8.1 (Limited Warranty) on behalf of Pinnacle Infotech, to the extent authorized by Pinnacle Infotech in writing. Notwithstanding the foregoing, the Reseller has no authority to make any statements, representations, warranties or commitments on Pinnacle ...
Sample 1

Related to Purchase from Reseller

  • The Sale Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing the Sellers will sell, assign, convey, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances) all of the Sellers' right, title and interest in, to and under the real and personal property, tangible or intangible, owned by the Sellers and constituting the Purchased Assets.

  • Purchase of Receivables Upon Breach of Covenant Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), the party discovering such breach shall give prompt written notice to the others; provided, however, that the failure to give any such notice shall not affect any obligation of GM Financial as Servicer under this Section. As of the second Accounting Date following its discovery or receipt of notice of any breach of any covenant set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) (or, at GM Financial’s election, the first Accounting Date so following) or the related Financed Vehicle, GM Financial shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, GM Financial shall pay the related Purchase Amount. It is understood and agreed that the obligation of GM Financial to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GM Financial for such breach available to the Noteholders, the Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that GM Financial shall indemnify the Trust, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

  • Purchase for Own Account This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

  • Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc As a condition precedent to the execution and Delivery, registration, registration of transfer, split-up, subdivision combination or surrender of any Receipt, the delivery of any distribution thereon or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in the Deposit Agreement and in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated in the Deposit Agreement and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of Receipts or ADSs or to the withdrawal or Delivery of Deposited Securities and (B) such reasonable regulations and procedures as the Depositary may establish consistent with the provisions of the Deposit Agreement and applicable law. The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfers of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange on which the Receipts or Shares are listed, or under any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders of the Company or for any other reason, subject in all cases to Article (22) hereof. The Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.

  • Purchase of Receivables Upon Breach Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.02, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07. Following a breach described in the preceding sentence, the Servicer shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.

  • Purchase for Investment Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

  • Repurchase of Receivables Upon Breach of Warranty Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee or the Indenture Trustee of a breach of any of the representations and warranties in Section 3.01 of the Pooling Agreement or in Section 2.03 or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the others. As of the last day of the second Monthly Period following its discovery or its receipt of notice of such breach (or, at the Depositor’s election, the last day of the first Monthly Period following such discovery or receipt of notice), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Depositor in Section 2.03 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 3.01 of the Pooling Agreement, the Depositor shall use reasonable efforts to enforce the obligation of the Seller under Section 4.04 of the Pooling Agreement to repurchase such Receivable from the Issuing Entity on the related Distribution Date. The repurchase price to be paid by the breaching party (the “Warranty Purchaser”) shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period. It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee.

  • The Purchase The Shareholder hereby agrees to sell to InvestCo and InvestCo hereby agrees to purchase from the Shareholder the Common Stock for shares of InvestCo common stock (the “InvestCo Stock”) and cash (the “InvestCo Cash”) as follows: (a) At the Closing (as hereinafter defined), InvestCo shall issue 218,121InvestCo Stock; (b) No later than Twelve (12) months after the Closing, unless otherwise agreed in writing, InvestCo shall pay $8,751.79 in cash to Shareholder; (c) No later than Twenty Four (24) months after the Closing, unless otherwise agreed in writing, InvestCo shall pay $10,502.14 in cash to Shareholder. (d) Notwithstanding the payment for the Shares in installments as set forth in (a), (b) and (c) above, InvestCo shall be entitled to vote all of the Shares effective as of the Closing.

  • Delivery upon Request or Termination Upon request by the Employer, and in any event upon the Executive’s Termination of Employment with the Employer, the Executive will promptly deliver to the Employer all property belonging to the Employer and its Affiliates, including, without limitation, all Employer Information then in the Executive’s possession or control.

  • YOUR BILLING RIGHTS - KEEP THIS NOTICE FOR FUTURE USE This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.

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