Replacement of Materials Sample Clauses

Replacement of Materials. (1) If any BNY Mellon IP used to provide the Services is found by a court of competent jurisdiction to infringe (or BNY Mellon believes that it will infringe, including via settlement or license) any IP rights of any third party and such infringement affects the receipt of Services by Voya and, provided that such infringement was not the result of any Unpermitted Use, then BNY Mellon shall, at BNY Mellon’s option, either: (a) procure for Voya the right to continue using or receiving the applicable BNY Mellon IP; or (b) replace or modify the applicable BNY Mellon IP to be non-infringing without (i) degradation or loss of functionality; (ii) imposing any material or adverse (to Voya) change to the manner in which Voya receives the Services, or (iii) causing Voya to incur any additional costs or expenses. Any additional costs associated with implementing any of the above shall be borne by BNY Mellon. To the extent BNY Mellon cannot accomplish clause (a) or (b) through commercially reasonable efforts, Voya may terminate the applicable Services that rely, directly or indirectly, on such BNY Mellon IP. (2) If any Voya IP used to provide the Services is found by a court of competent jurisdiction to infringe (or Voya believes that it will infringe, including via settlement or license) any IP rights of any third party and such infringement affects the delivery of Services by the BNY Mellon and provided that such infringement was not the result of any (a) use of the Voya IP by BNY Mellon in contravention of the Related Documentation or license granted to BNY Mellon under Section 6.01; (b) modifications made by BNY Mellon or BNY Mellon Agents other than at the written direction of Voya; (c) Voya complying with instructions or designs required or provided by BNY Mellon where such compliance necessarily would give rise to such infringement; or (d) combination of the Voya IP by BNY Mellon or BNY Mellon Agents with products or systems not reasonably anticipated by the Parties, then Voya shall, at Voya’s option, (i) procure for BNY Mellon the right to continue using or receiving the applicable Voya IP; or (ii) replace or modify the applicable Voya IP to be non-infringing without degradation or loss of functionality. Any costs associated with implementing any of the above shall be borne by Voya. Voya’s failure to procure or replace the infringing Voya IP in accordance with this paragraph may result in a Relief Event. (3) BNY Mellon and Voya’s respective rights and obligati...
Sample 1Sample 2Sample 3See All (15)
AutoNDA by SimpleDocs
Replacement of Materials. The Board will replace employees' personal professional materials lost through theft, fire or damage while on School Board property, to a maximum of $500 provided that: i. the materials are required for teacher reference or classroom instruction, consistent with Article F.20; ii. the materials are listed in a personal professional materials inventory maintained in the general office of the school.
Sample 1Sample 2Sample 3See All (6)
Replacement of Materials. 1. If it is necessary for the Contractor to replace any materials, parts or components under this Service Agreement and LAWA is responsible for the cost, the Contractor shall first submit to LAWA, for approval, the name of the item, identifying number and quantity required, name of the proposed supplier and the proposed cost, and the amount that the Contractor intends to xxxx LAWA. LAWA’s written approval is required before the purchase of any parts, components or material shall commence unless, if in the Contractor’s opinion, it is needed to keep the Units in operation or is required to comply with any LAWA, city, or national safety requirements. Cost submittal shall be provided within 24 hours of equipment shutdown.
Sample 1
Replacement of Materials. In the event any item within the City Library Collections is lost or damaged beyond repair while being borrowed by a University User or any item within the University Library Collections is lost or damaged beyond repair while being borrowed by a Member of the General Public, such borrower shall be responsible for paying any fine or cost imposed by such Party whose item was lost or damaged. In the event either Party experiences repeated instances in which a borrower of the other Party fails to pay the foregoing fine or cost imposed by such Party whose item was lost or damaged and such failure causes undue loss from the collections of the affected Party, the Parties shall seek a mutually acceptable procedure in which the Party whose borrower lost or damaged such item shall pay to the other Party the fine or cost imposed.
Sample 1

Related to Replacement of Materials

  • Removal of Materials If you decide you would like to remove your Materials from the Service, you may provide written notice to Prime Publishing by either deleting the image through the Prime Publishing interface or by contacting Prime Publishing customer service, and Prime Publishing will remove such Materials from the Service within a reasonable period of time. 5) License for Name, Trademarks and Likenesses. You hereby grant to Prime Publishing, its Affiliates and sublicensees a nonexclusive, worldwide, royalty-free license to use all trademarks, trade names, and the names and likenesses of any individuals that appear in the Materials. You grant Prime Publishing, its Affiliates and sublicensees the right to use the name that you submit in connection with the Materials. 6) Specifications and Guidelines. You agree to submit Materials to us in accordance with all guidelines for use of the Service posted on the Prime Publishing web site or of which you are otherwise notified ("Guidelines"), as these Guidelines may be changed in the future. 7)

  • Review of Materials During the term of this Agreement, Client shall ensure that all prospectuses, statements of additional information, registration statements, proxy statements, reports to shareholders, advertising and sales literature or other materials prepared for distribution to Fund shareholders or the public, which refer to the Subadviser in any way, prepared by employees or agents of Client or its affiliates are consistent with information previously provided by Subadviser. Subadviser shall promptly notify the Client of any changes to information pertaining to the Subadviser and stated in the materials described in this Section 6(g).

  • Supply of Materials The following materials will be supplied by the department Name of Materials Rate. Place of delivery 1.

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

  • Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Local Government for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Local Government of the Local Government’s obligations under this Agreement and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin.

  • Storage of Materials Borrower shall cause all materials supplied for or intended to be utilized in the construction of the Improvements but not affixed to or incorporated into the Property to be stored on the Property or at such other location as may be approved by Lender in writing, with adequate safeguards to prevent loss, theft, damage or commingling with other materials not intended to be utilized in the construction of the Improvements.

  • Quality of Materials and workmanship The Contractor shall ensure that the Construction, Materials and workmanship are in accordance with the requirements specified in this Agreement, Specifications and Standards and Good Industry Practice.

  • Use of Materials There should be no limitations or restrictions by Union upon a Contractor's choice of materials or design, nor, regardless of source or location, upon the full use and utilization, of equipment, machinery, packaging, precast, prefabricated, prefinished, or preassembled materials, tools or other labor saving devices, subject to the application of the California Public Contract and Labor Codes. Generally, the onsite installation or application of such items shall be performed by the craft having jurisdiction over such work.

  • Transfer of Materials To facilitate the conduct of activities under the Research Plan or an Additional Research Plan, as applicable, either Party (the “Transferor Party”) may, at its election, provide Materials to the other Party (the “Transferee Party”) solely as mutually agreed by the Parties or as set forth in the Research Plan or any Additional Research Plan. All such Materials (a) will remain the sole property of the Transferor Party, (b) will be used only in the exercise if the Transferee Party’s rights or fulfillment of the Transferee Party’s obligations under this Agreement, (c) except as provided in the Research Plan or Additional Research Plan or as otherwise agreed by the Parties, (i) will remain solely under the control of the Transferee Party, (ii) will not be used or delivered by the Transferee Party to or for the benefit of any Third Party, and (iii) will not be used in research or testing involving human subjects, and (d) will be subject to all additional restrictions and obligations that the Transferor Party has identified in a written notice to the Transferee Party as being necessary for the Transferor Party to comply with its obligations to Third Parties with respect to the applicable Material, which notice is provided at or prior to the delivery of such Materials to the Transferee Party. Without limitation to ARTICLE 7, all Materials supplied under this Section 2.1.9 are supplied “as is”, with no warranties of fitness for a particular purpose, and must be used with prudence and appropriate caution in any experimental work, as not all of their characteristics may be known. Following the completion of the activities for which the applicable Materials were supplied under this Section 2.1.9 or upon the Transferor Party’s earlier request, the Transferee Party will either destroy or return to the Transferor Party, at the Transferor Party’s sole discretion, all Materials provided by the Transferor Party that are unused; provided that Vertex will have the right to retain and continue to use any Materials provided by Company that Vertex has the right to Exploit under the license granted to Vertex pursuant to Section 4.1.1.

  • Solicitations for Subcontracts, Including Procurements of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Engineer for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Engineer of the Engineer's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!