SP Obligations. (a) Regulatory Approvals or Investigations. S&P shall reasonably assist CME in connection with the preparation of factual materials for presentation to the CFTC, or any other governmental entity, in connection with any application by CME for approval to trade any of the Indexed Contracts licensed hereunder, or any investigations or hearings regarding any such Indexed Contracts.
SP Obligations. SP to provide Services; SP must:
a. Provide the Services to the PP subject to, and in accordance with, the terms of this Agreement
b. Provide the Services in a proper, professional and workmanlike manner; and
c. Exercise due care, skill and diligence at all times.
d. Provided that SP shall not be in breach of this Agreement to the extent that it is unable to comply with this clause 2.1 (or any other provision of this Agreement) dueto;
i. Any act or omission of the PP(or its Authorised Data Vendor)
ii. Without limiting clause 2.2 any loss of transmission or transmission failure that is outside the reasonable control of SP (Transmission Failure); or
iii. Any downtime required for repair and maintenance of the Service, including the Equipment
e. Only permit access to the data upon evidence of a Data Interchange Agreement between the PP and an Authorised Data Vendor. 5.1Transmission Failure: In the event of a Transmission Failure, SP will use it’s best endeavours to remotely diagnose the Transmission Failure and will take all reasonable steps to resume transmission as soon as practicable. Despite the previous sentence, SP shall not be liable to the PP under this Agreement or otherwise for any loss or damage suffered or incurred by the PP as a result of Transmission Failure.
SP Obligations a. During the term and subject to the terms and conditions contained herein, SP agrees to provide Telephone users with Services.
b. SP will use commercially reasonable efforts to resolve all End User disputes regarding Services within a commercially reasonable amount of time.
c. Subject to FCC and FTC requirements, SP agrees to provide ATS with End User information as described in Appendix D, section 3.
d. SP at its sole discretion may offer non-ATS hardware to End Users provided that (i) ATS does not make similar functioning hardware available to SP within [Subject to a request for confidential treatment; Separately filed with the Commission] of availability date of the similar functioning non-ATS hardware, or (ii) it is not within [Subject to a request for confidential treatment; Separately filed with the Commission] of the Account activation and ATS has not provided such hardware to SP as prescribed in section (d) (i). SP agrees to notify ATS in writing and in a timely manner if SP is pursuing or considering to pursue new End User hardware which may be made available to End Users to support current or future Services.
e. SP may offer additional telecom services or Services to ATS generated End Users provided that the applicable Commission as set forth in Section American Telecom Services, Inc. Private and Confidential 9 below shall apply to any revenues associated with such a sale, during the period in which such a Commission would apply pursuant to the terms herein, in the event that it markets additional telecom services or Services to such End Users without the expressed written consent of ATS. Services may include, but will not be limited to those set forth in Appendix F, but SP shall make commercially reasonable efforts to make those services available to ATS at the same time to market to new End Users through its approved channels.
SP Obligations. Commencing with the date of notice of any such termination, SP shall: (i) promptly wind down its work on the Services; (ii) transfer all pertinent information to the Services or any deliverables to a new provider of any such Services; (iii) provide transition assistance to Napo which shall continue until any such transition is completed at SP’s hourly billable rate of four hundred and 00/100 dollars ($400) per hour; and (iv) refrain from entering into any non-cancelable commitments with respect to the SP Services.
SP Obligations. (a) S&P shall use its best efforts to protect the goodwill and reputation of CBOE and of the CBOE Amendment No. 6 Marks in connection with their use under this Addendum No. 1. S&P shall maintain high standards of fairness and truthfulness in, and to the extent practicable, shall allow CBOE to review and approve all S&P advertisements, brochures, promotional and information materials relating to or referring to any of the Amendment No. 6 Indexes or Products. CBOE shall treat such promotional or information materials furnished by S&P for CBOE’s preview as confidential pursuant to Section 11(b) of the License Agreement.
(b) S&P shall use and disseminate the Amendment No. 6 Indexes, and the CBOE Amendment No. 6 Marks as used in respect thereto, only in compliance with the terms and conditions of this Addendum No. 1 to ensure that CBOE’s rights in the CBOE Amendment No. 6 Marks and the CBOE Amendment No. 6 Indexes are in no way diminished and/or jeopardized and shall use its best efforts to assure that the public is in no way confused or misled as to such rights.
SP Obligations. SP shall use commercially reasonable efforts to assist in Zappos' development of the SP Web Site described in Section 2.1. Without limiting the generality of the foregoing obligations, SP will be responsible for:
(a) providing Zappos with initial access to the SP Content pursuant to the Milestone Delivery Schedule; an d
(b) assisting in the migration of inventory data to the SP Web Site in the required format for all of the SP Products.
SP Obligations. (A) TRADEMARKS The appropriate trademark symbol (either "TM" [standard Trademark] or "
SP Obligations a. During the term and subject to the terms and conditions contained herein, SP agrees to provide Telephone and New Telephone End Users with Services, subject to the terms contained herein.
b. SP will use commercially reasonable efforts to resolve all End User disputes regarding Services within a commercially reasonable amount of time.
c. Subject to FCC, FTC and any other governmental requirements, SP agrees to provide ATS with End User information as described in Appendix C, section 3. Such information shall constitute Confidential Information under this Agreement. ATS shall use such information only for the purposes specified in Appendix C and only in full compliance with SP’s privacy policy, the most recent copy of which is available at wxx.xxxxxxxxx.xxx/xxxxxxx.
d. SP shall make commercially reasonable efforts to ensure new End Users contacting SP to activate a Telephone or a New Telephone are activated on such devices so ATS receives appropriate credit for such Customer Account activations.
SP Obligations. (a) S&P shall participate to a reasonable degree in a reasonable number of CBOE seminars relating to any of the S&P Indexes or Contracts, by making available to CBOE one member of the S&P 500 Committee or an S&P Vice-President. The selection of the S&P representative shall be in the sole discretion of S&P.
(b) S&P shall reasonable assist CBOE in connection with the preparation of factual materials for presentation to the SEC, or any other governmental entity, in connection with any application by CBOE for approval to trade any of the Contracts or indexed Warrants licensed hereunder, or any investigations or hearings regarding any such Contracts or Indexed Warrants.
(c) S&P shall widely disseminate in S&P publications information concerning all S&P Indexes used as the basis for Contracts or Indexed Warrants licensed hereunder. Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by the phrase “[*confidential treatment requested/material filed separately*]”, and the omitted text has been filed separately with the Securities and Exchange Commission.
(d) At no cost to CBOE, other than the royalties described in Section 5, S&P shall do the following: S&P, or its agent shall compute and disseminate to CBOE’s communications center the value of each of the S&P Indexes used for Contracts or Indexed Warrants at least once every fifteen (15) seconds during normal trading hours. S&P, or its agent, shall compute and disseminate to CBOE’s communications center each trading day the “Opening Index Value” of each such S&P Index, with each such “Opening Index Value” to be derived from first reported sale (opening) prices of such securities on such day, except that the last reported sale price of such a security shall be used in any case where that security does not open for trading on that day. S&P, or its agent, shall compute and disseminate to CBOE’s communications center each trading day immediate advice, expressed as a percentage of index value, respecting the number of securities comprising each such S&P Index which have opened trading in their primary market. Subject to Sections 12 (c) and 12 (d), S&P shall use its best efforts in connection therewith to ensure the correct and timely calculation and dissemination of such S&P Indexes. S&P, or its agent, shall maintain a back-up to verify the calculation of each such S&P Index on a continuing basis...
SP Obligations
