Service and Performance Sample Clauses

Service and Performance. Theseller shall provide the Service in accordance with the attached schedule or and may by amended by mutual agreement. The Seller isconsidered competent in performingthe Service and assuchwill be responsible for performing the Service in a professional manner expected of a reputable company. The Buyer relies on the Seller's professional expertise to perform audits and provide information to its employees or Agents under this Agreement.
Sample 1
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Service and Performance. 6.1 Xxxxxx Broadband will make reasonable efforts to assure that HSD will be available to you 24 hours per day 7 days per week. It is possible, however, that there will be interruptions of service and users will contend for bandwidth. As a result, depending on intensity of customer use of HSD, and Internet use generally, the bandwidth available to you and the speed of service may not always be at optimum levels. You are responsible for management of your data stored on or transmitted over the HSD service. Such management includes, but is not limited to, backup and restoration of data, erasing data from disk space you control, and your selection and use of security features. None of Xxxxxx Broadband, its agents and its subcontractors shall have any obligation to develop and maintain management and security procedures (such as application logon security and encryption of data) to protect your information. Solely for the purposes of maintaining the HSD service, Xxxxxx Broadband, its agents and its subcontractors may need to view and work with portions of the data you transmit using the HSD service (such as address header information). You agree that Xxxxxx Broadband, its agents and its subcontractors may use, copy, display, store, transmit, translate, rearrange or reformat, view and distribute your data domestically and internationally for such purposes. Except for purposes of operating and maintaining the HSD service, Xxxxxx Broadband, its agents and its subcontractors shall not reverse assemble, reverse compile, or to disclose to third parties the information that you transmit while using the HSD service (unless required by law, court order, an authorized government entity, or as otherwise authorized by you). You agree that access to ideas, concepts, know-how, and techniques contained in data viewed or worked with during the maintenance and operation of the HSD service and retained in the memories of employees of Xxxxxx Broadband or its agents or its subcontractors will not prohibit or prevent Xxxxxx Broadband or its agents or its subcontractors from developing or marketing any service or product. HSD service is generally available 24 hours a day, seven days a week, provided, however, that Xxxxxx Broadband, its agents and its subcontractors reserve the right to schedule reasonable hours for maintenance or HSD service changes at their discretion. 6.2 If your use or modification of the software, hardware or equipment supplied by Xxxxxx Broadband requires a vi...
Sample 1
Service and Performance. PROVIDER WILL FURNISH THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER SHALL APPLY TO ANY EQUIPMENT SOLD OR LOANED AND TO ALL ADVICE, ASSISTANCE, DATA, INFORMATION, OR SERVICE, NOW OR SUBSEQUENTLY FURNISHED, DELIVERED OR MADE AVAILABLE BY PROVIDER, ITS AFFILIATES, ITS CONTRACTORS, MANAGERS, MEMBERS OR THEIR RESPECTIVE EMPLOYEES OR AGENTS. PROVIDER DOES NOT WARRANT THAT SERVICE WILL BE UNINTERRUPTED, OR ERROR FREE. Neither Provider, nor its agents, contractors, employees, manager(s), or members (collectively referred to hereafter as “Provider’s Group”), will be responsible for, and Customer waives and relinquishes any claim against Provider’s Group for any damage, loss, cost or other expense, whether direct, indirect, consequential or incidental, that Customer or any third party may suffer which is related to, or results from Customer’s use of the Service. This includes, but is not limited to, loss of data or business resulting from delays, non-delivery, mis-delivery, or interruptions as a result of Provider’s or Customer’s (in)actions. CUSTOMER EXPRESSLY ASSUMES ALL RISKS ASSOCIATED WITH CUSTOMER’S USE OF THE SERVICE, including but not limited to those that might occur from the introduction into Customer’s computer(s) of viruses, worms, Trojan Horses, or from unauthorized entry or entries into Customer’s computer(s) or any other problem, which result from use of, or occur through the Service. Customer agrees to defend, indemnify and hold harmless, to the extent permitted by law, Provider’s Group from any damage, loss, cost or expense that may occur to Customer or any third party as a result of the use of the Service. Customer agrees to defend, indemnify and hold Provider’s Group harmless from any and all liabilities, costs, judgements and expenses, including reasonable attorney’s fees, related to or arising from: (a) any violation of this Agreement by Customer, or by a third party or parties accessing the Service through Customer; (b) use of the Service or the Internet or the placement or transmission of any message, information, software or other materials on the Internet by Customer, or by a third party or parties accessing the Service through Customer: (c) negligent acts or omissions of Customer’s officers, employees, agents or contracto...
Sample 1
Service and Performance. 7.1 ToledoTel will make reasonable efforts to assure that ToledoTel Internet Service will be available to you 24 hours per day 7 days per week. It is possible, however, that there will be interruptions of service. 7.2 ToledoTel shall not be liable for interruptions caused by failure of equipment or services, failure of communications, power outages, or other interruptions to ToledoTel Internet Service. 7.3 ToledoTel shall not be liable for performance deficiencies caused or created by your equipment. 7.4 You shall be responsible to provide for the proper installation, operation and maintenance of your equipment used in connection with the ToledoTel Internet Service. Further, you shall ensure that such equipment is technically and operationally compatible with the ToledoTel Internet Service and in compliance with applicable Federal Communications Commission rules and regulations. 7.5 ToledoTel Internet Service is provided over a shared network, and users will contend for bandwidth. As a result, depending among other things upon the intensity of customer use of ToledoTel Internet Service, the bandwidth available to you and the speed of service will not always operate at optimum levels. ToledoTel does not guarantee bandwidth. However, if ToledoTel determines, in its sole discretion, that your account is using, or has consistently used, an excessive amount of bandwidth, ToledoTel may restrict speed, bandwidth usage, and/or terminate your account at any time and without notice. Before taking any such action, ToledoTel shall make a reasonable effort to notify you that such action will be taken. 7.6 If your use or modification of the software, hardware or equipment supplied by ToledoTel requires a visit to your home or business for repair or correction, ToledoTel reserves the right to charge you for the visit and labor required to correct the situation. ToledoTel does not undertake to correct or repair software, hardware or equipment that it does not supply.
Sample 1
Service and Performance 
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Related to Service and Performance

  • Payment and Performance Borrower will pay all amounts due under the Loan Documents in accordance with the terms thereof and will observe, perform and comply with every covenant, term and condition expressed or implied in the Loan Documents. Borrower will cause each other Restricted Person to observe, perform and comply with every such term, covenant and condition.

  • Continuity of Service and Performance Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement during the course of a Dispute with respect to all matters not subject to such Dispute.

  • Capacity and Performance (a) During the term hereof, the Executive shall serve the Company and all of its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, and subject to the terms and conditions set forth in this Agreement, the Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

  • Payment and Performance Bond Prior to the execution of this Contract, City may require Contractor to post a payment and performance bond (Bond). The Bond shall guarantee Contractor’s faithful performance of this Contract and assure payment to contractors, subcontractors, and to persons furnishing goods and/or services under this Contract.

  • Guaranty of Payment and Performance Guarantor’s obligations under this Guaranty constitute an unconditional guaranty of payment and performance and not merely a guaranty of collection.

  • Payment and Performance of Obligations Pay and perform all material Obligations under this Agreement and the other Loan Documents, and pay or perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) all other indebtedness, obligations and liabilities in accordance with customary trade practices; except to the extent that IPT or the Borrower is contesting any item described in clauses (a) or (b) of this Section 7.5 in good faith and is maintaining adequate reserves with respect thereto in accordance with GAAP.

  • Payment and Performance Bonds A payment bond and performance is required for a public works contract involving expenditure in excess of twenty-five thousand dollars ($25,000) and no work can be commenced prior to both bonds being approved the County. The Contractor shall furnish, at time of signing the Contract, one surety bond which shall protect the laborers and material men and shall be for $60,000, in accordance with Section 9554 of the Civil Code, and one surety bond in the amount of $60,000, guaranteeing the faithful performance of the Contract. If at any time the value of the total task orders is expected to exceed $60,000, the Contractor shall furnish, in a manner acceptable to the County, evidence that the Contractor is bonded to the expected total value of outstanding task orders for both the faithful performance and laborers and material men bonds. Contractor shall not be entitled to, nor shall County authorize, task orders when the total outstanding value of the task orders under this contract exceeds the bond values for which the County is an obligee. Said bonds to be approved by the office of the County Counsel and the County Executive Office of Orange County. Such bonds shall be the forms provided in these specifications and issued and executed by an admitted surety insurer (authorized to transact surety insurance in California). (e.g., if the bonds are issued through a surplus line broker, both the surplus line broker and the insurer with whom he is doing business for purposes of this project must be licensed in California to issue such bonds.) The faithful performance bond shall be issued by a Surety company with a minimum insurance rating of A- (Secure Best’s Rating) and VIII (Financial Size Category) as determined by the most current edition of the Best’s Key Rating Guide/Property-Casualty/United States or xxxxxx.xxx. The Surety Company must also be authorized to write in California by the Department of the Treasury, and must be listed on the most current edition of the Department of Treasury’s Listing of Approved Securities. If any surety upon any bond furnished in connection with this Contract becomes unacceptable to the County, or if any such surety fails to furnish reports as to his financial condition from time to time as requested by OC Public Works, the Contractor shall promptly furnish such additional security as may be required by OC Public Works or the Board of Supervisors from time to time to protect the interests of the County and of persons supplying labor or materials in the prosecution of the Work contemplated by this Contract. If the County increases the total Contract amount the Contractor is to provide a new bond for the new total Contract amount or a bond for the difference.

  • Excused Performance 6.1 Notwithstanding the occurrence of a Force Majeure Event, in which case Clause 17 will govern, BT will not be liable for any failure or delay to perform any of its obligations under this Agreement (including any of its obligations to meet any Service Levels) to the extent that BT’s failure or delay in performing arises as a result of: 6.1.1 any failure or delay by the Customer to perform any of the Customer’s obligations under this Agreement; 6.1.2 any act or omission other than on the part of a BT Affiliate or a subcontractor or supplier appointed by it unless that BT Affiliate, subcontractor or supplier has invoked their force majeure rights under their contract with BT; or 6.1.3 Applicable Law, a court order, an application for interlocutory relief or injunction restricting or preventing BT from supplying a Service.

  • Continued Performance The Contractor and Contractor Parties shall continue to Perform their obligations under the Contract while any dispute concerning the Contract is being resolved.

  • Portfolio Expense and Performance Data The Trust shall provide such data regarding each Portfolio’s expense ratios and investment performance as the Company shall reasonably request, to facilitate the registration and sale of the Variable Contracts. Without limiting the generality of the forgoing, the Trust shall provide the following Portfolio expense and performance data on a timely basis to facilitate the Company’s preparation of its annually updated registration statement for the Variable Contracts (and as otherwise reasonably requested by the Company), but in no event later than 10 calendar days after the close of each Portfolio’s fiscal year: (a) The gross “Annual Portfolio Company Expenses” for each Portfolio calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 16 to Item 4 of Form N-4, and (ii) Instruction 4(a) to Item 4 of Form N-6); (b) The net “Annual Portfolio Company Expenses” (aka “Total Annual Fund Operating Expenses”) for each Portfolio calculated in accordance with Item 3 of Form N-1A, that include any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 17 to Item 4 of Form N-4, (ii) Instruction 4 to Item 17 of Form N-4, (iii) Instruction 4(b) to Item 4 of Form N-6, and (iv) Instruction 4 to Item 18 of Form N-6), and the period for which the expense reimbursements or fee waiver arrangement is expected to continue and whether it can be terminated by the Portfolio (or Fund); and (c) The “Average Annual Total Returns” for each Portfolio (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10 year periods, and in accordance with (i) Instruction 7 to Item 17 of Form N-4, and (ii) Instruction 7 to Item 18 of Form N-6).

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