Survival of Certain Contract Terms Any provision of this Contract that imposes an obligation on a Party after termination or expiration of this Contract shall survive the termination or expiration of this Contract and shall be enforceable by the other Party.
Survival of Certain Provisions The covenants and agreements set forth in Section 4.1, Section 4.2 and Section 5.2 shall survive the Termination of the Company.
Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
Removal of Content You acknowledge that Apple is not responsible or liable for any Content provided by You or Your End Users. Apple has the right, but not an obligation, to determine whether Content is appropriate and in compliance with this Agreement, and may move and/or remove Content that violates the law or this Agreement at any time, without prior notice and in its sole discretion. In the event that Apple removes any Content, it shall use commercially reasonable efforts to notify You.
Removal of Contents Materials shown to be contrary to fact shall be removed from the file. This section shall not authorize the removal of materials from the evaluation file when there is a dispute concerning a matter of judgment or opinion rather than fact. Materials may also be removed pursuant to the resolution of a grievance.
Notification of Certain Matters The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.
Certification Regarding Prohibition of Certain Terrorist Organizations (Tex Gov. Code 2270) Vendor certifies that Vendor is not a company identified on the Texas Comptroller’s list of companies known to have contracts with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State. Does Vendor certify? 3 Yes
Removal of Contractor Employee All employees of the Engineer assigned to this contract shall have such knowledge and experience as will enable them to perform the duties assigned to them. The State may instruct the Engineer to remove any employee from association with work authorized in this contract if, in the sole opinion of the State, the work of that employee does not comply with the terms of this contract or if the conduct of that employee becomes detrimental to the work.
Liability for Unauthorized Transactions You will be liable for unauthorized access to accounts via Online Banking to the extent allowed by applicable federal and state law. Tell us AT ONCE if you believe your Member number, or Logon ID, or any record thereof, has been lost or stolen, or if any of your accounts have been accessed without your authority. You may telephone us at (000) 000-0000 or mail to One Credit Union, 000 Xxxxx Xx., Xxxxxxxxxxx, XX 00000. Telephoning is the best way of minimizing your liability. You could lose all the money in your accounts, plus your maximum overdraft line-of-credit. If you tell us within two (2) business days of the loss, theft, or unauthorized access, you can lose no more than $50 if someone accessed your account without your permission. If you do NOT tell us within two (2) business days after you learn of the loss, theft or unauthorized access, and we can prove we could have stopped someone from accessing your account without permission if you had told us, you could lose as much as $500. Also, if your statement shows transfers that you did not make, tell us at once. If you do not tell us within 60 days after the statement was mailed to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods.
Your Liability for Unauthorized Transactions This section applies to unauthorized transactions involving Your username, password or security code and other unauthorized transactions. Notify Us AT ONCE if You believe that Your username, password or security code has been lost, stolen or has been learned by an unauthorized person. You acknowledge and agree that such notification must be initiated by calling (000) 000-0000 (Bask Bank Customer Support) followed by written confirmation. Furthermore, You acknowledge and agree that the written confirmation must be received by Us within ten (10) calendar days from the date of Your oral notification. If You assert that an unauthorized transfer may have occurred, or You believe Your username, password, or other security code has become known to an unauthorized person, We may require You to sign a sworn statement/affidavit to that effect. If You have selected optional Mobile Banking Services, You understand that You are solely responsible for notifying Us immediately in the event that Your Mobile Device associated with the telephone number provided to Us to register for Mobile Banking Services is lost, stolen, changed or destroyed. You understand that with regard to SMS text messages, failure to promptly notify Us may result in Your failure to receive important SMS text messages and/or the interception of such SMS text messages by unauthorized third parties. You may also incur SMS text messaging fees for such SMS text messages even if You do not receive them. You understand that We are not responsible for any costs, expenses, liabilities or damages that You incur as a result of Your failure to receive an SMS text message, the interception of any SMS text message by an unauthorized or other third party, or Your incurrence of SMS text messaging fees for SMS text messages You did not receive. YOU UNDERSTAND AND ACKNOWLEDGE THAT IN ADDITION TO ANY DISCLAIMERS OR LIMITATIONS OF LIABILITY AS OTHERWISE STATED IN THESE TERMS, IN OTHER AGREEMENTS BETWEEN THE PARTIES, OR PROVIDED BY LAW, WE SHALL NOT BE LIABLE FOR LOSSES OR DAMAGES ARISING FROM: (i) NON-DELIVERY, DELAYED DELIVERY OR WRONG DELIVERY OF ANY E-MAIL COMMUNICATION THAT YOU WOULD NORMALLY ACCESS VIA THE WEB BROWSER ON YOUR MOBILE DEVICE OR OF ANY SMS TEXT MESSAGE NORMALLY SENT DIRECTLY TO YOUR MOBILE DEVICE; (ii) INACCURATE CONTENT IN ANY E-MAIL COMMUNICATION THAT YOU ACCESS VIA THE WEB BROWSER ON YOUR MOBILE DEVICE OR IN ANY SMS TEXT MESSAGE SENT DIRECTLY TO YOUR MOBILE DEVICE; (iii) ANY ACTIONS RESULTING FROM THE INTENTIONAL OR UNINTENTIONAL DISCLOSURE BY YOU TO ANY UNAUTHORIZED PERSON OF THE CONTENTS OF ANY E-MAIL COMMUNICATION YOU ACCESS VIA THE WEB BROWSER ON YOUR MOBILE DEVICE OR ANY SMS TEXT MESSAGE SENT DIRECTLY TO YOUR MOBILE DEVICE; OR YOUR USE OR RELIANCE ON THE CONTENTS OF ANY SUCH E-MAIL OR SMS TEXT MESSAGE FOR ANY PURPOSE. For any transactions processed through the VISA or MasterCard system, Your liability limits will differ from those set forth in this section. For certain transactions processed through the Visa or MasterCard system, You may have no liability if You report the unauthorized transactions to Us, in accordance with each network’s respective “zero liability” policies for unauthorized transactions. We may, however, impose greater liability, up to the extent allowed by law, if We reasonably determine that You were either grossly negligent (e.g., delay for an unreasonable time in reporting unauthorized transactions) or fraudulent in handling Your Services transactions processed through the VISA or MasterCard system. The risk to You in failing to notify Us is the potential loss of all funds in Your Account. If You notify Us within two (2) Business Days after You learn of the loss, theft or compromise thereof by an unauthorized person, Your liability is up to $50 for an unauthorized Electronic Funds Transfer or series of related unauthorized Electronic Funds Transfers should someone use Your username, password or security code without Your permission. If You DO NOT notify Us within two (2) Business Days after You learn of the loss, theft or compromise thereof by an unauthorized person of Your username, password or security code and We can prove that We could have stopped someone from using Your username, password or security code had You informed Us of the loss, theft or compromise thereof, Your liability could be as much as $500. Failure to notify Us of any unauthorized Electronic Funds Transfer should someone use Your username, password or security code within sixty (60) calendar days of when the first periodic statement which reflected such unauthorized activity was mailed or otherwise made available to You could result in additional losses by You of 100 percent. We may extend the sixty (60) calendar day timeframe when certain events prevent You from notifying Us promptly, such as extended travel or hospital stay. Upon verification, We will extend the timeframe set forth herein to a timeframe deemed reasonable under such circumstances in accordance to Regulation E. In addition, unless prohibited by law, You agree to reimburse Us for any liability, loss, cost and expense We may incur in connection with Your Account except to the extent they are caused solely by Our intentional misconduct. Children Using the Services The safety and privacy protection of children is very important to Us. Children should always ask their parent or guardian for permission before sending personal information to anyone online. You understand that for a child under the age of 13, only the child’s parent or legal guardian has authority to access the Services, even if the account has been established on behalf of that child. If You permit a child under the age of 13 to use the Services, or give the child Your username or password, You understand that You are responsible for all activity the child initiates from or to any of Your accounts, even if he or she exceeds Your authorization. You understand that You can contact Us at the information listed in the “Our Customer Support Information” section of these Terms with any questions or concerns. Our Use of Third-party Service Providers Our ability to provide certain Services and Mobile Banking Services depends on our ability to provide access to third-party networks. You authorize Us to utilize third- party service providers selected by Us to provide Services to You on Our behalf. For details regarding Our safeguarding of Your personal information, please refer to the Online Privacy Policy. In the event that We determine, in Our sole discretion, that We are unable to provide third-party network access, We may discontinue the related Service(s) or may provide the Service(s) through alternate third-party networks. You understand that We shall have no liability for the unavailability of access during any transition period, and shall give You written notice of any Service involving transfers to or from Your deposit account(s) being discontinued at least twenty- one(21) days in advance of such termination, unless such prior notice is otherwise excused by law.
