Survival of Certain ELA Clauses Sample Clauses

Survival of Certain ELA Clauses. The provisions of Articles 7.3, 8, 9, and 10 of this Enterprise License Terms and Conditions document (E512) shall survive the expiration or termination of this ELA.
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Survival of Certain ELA Clauses. The provisions of Section 6.3 of this Enterprise License Terms and Conditions document (E512G) will survive the expiration or termination of this ELA. ENTERPRISE ADVANTAGE PROGRAM (EAP) ADDENDUM (E125) Esri, 000 Xxx Xxxx Xx., Xxxxxxxx, XX 00000-0000 XXX • TEL 000-000-0000 • FAX 000-000-0000
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Survival of Certain ELA Clauses. The provisions of Articles 7.4, 8, 9, 10, and 12 of this Enterprise License Terms and Conditions document (E512SCM) shall survive the expiration or termination of this ELA. APPENDIX A SOFTWARE AND DEPLOYMENT SCHEDULE GREY COUNTY may Deploy the Software, Data, and Documentation and access Web Services up to the total quantity of licenses indicated below to Licensees. The quantities identified are the cumulative quantities available in any given year for the term of this ELA. Table A-1 Enterprise License Software—Unlimited Quantities Product Total Qty./Seats to Be Deployed ArcGIS Desktop unlimited ArcGIS Server unlimited Table A-2 Enterprise License Software—Limited Quantities Item Total Qty./Seats to Be Deployed Table A-3 Unit-Priced Separately Orderable Items Unit-Priced Separately Orderable Item licenses and maintenance are available at Distributor's list prices and are not included in the ELA Fee. APPENDIX B ELA FEE AND SCHEDULE The ELA Fee is CDN$195,000. 00 and is payable in installments as provided in Table B-1 below. The applicable due dates for installment payments shall be as provided under Article 5.1(b) of the ELA. TABLE B-1 ELA FEES INSTALLMENT PAYMENT STRUCTURE Year of ELA Term Year 1 January 1, 2012 to December 31, 2012 Year 2 January 1, 2013 to December 31, 2013 Year 3 January 1, 2014 to December 31, 2014 ELA Fee ELA Fee Payments CDN$ $60,000.00 CDN$ $65,000.00 CDN$ $70,000.00 CDN$ $195,000.00 The additional terms and associated conditions referenced as ELA schedule inclusions are as follows: TABLE B-2 ELA SCHEDULE Country Canada Number of Tier 1 Help Desk Individuals 4 Number of Sets of Media 1 upon request Number of Hardware Keys Number of Esri International User Conference Registrations 4 Number of Years for Term of ELA 3 Years Each Year of the Term shall be from January 1 to December 31 of the applicable Year APPENDIX C GREY COUNTY ANNUAL DEPLOYMENT REPORT SAMPLE REPORT—This report will be provided to Esri and Managing Distributor annually as an Excel spreadsheet or in a comparable format. Esri Annual ELA License Deployment Report Customer Name Customer Number Date Prepared by Location <fill in> <fill in> PRODUCT Count PRODUCT Count Desktop—Concurrent Use (CU) ArcGIS Server Desktop—Single Use (SU) ArcGIS Server Extensions Desktop Extensions Other APPENDIX D ELA POINTS OF CONTACT Either party may change its point of contact by written notice to the other party.
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Survival of Certain ELA Clauses. The provisions of Articles 7.3, 8, 9, and 10 of this Enterprise License Terms and Conditions document (E512) shall survive the expiration or termination of this ELA. APPENDIX A SOFTWARE AND DEPLOYMENT SCHEDULE City may Deploy the Software, Data, and Documentation and access Online Services up to the total quantity of licenses indicated below. The quantities identified are the cumulative quantities available in any given year for the term of this ELA. Table A-1 Enterprise License Software—Unlimited Quantities Product Name Total Qty./Seats to Be Deployed ArcGIS for Desktop Software (Single & Concurrent Use) Advanced (ArcInfo) Unlimited Standard (Arc Editor) Unlimited Basic (ArcView) Unlimited ArcGIS for Desktop Extensions (Single & Concurrent Use) ArcGIS 3D Analyst Unlimited ArcGIS Spatial Analyst Unlimited ArcGIS Geostatistical Analyst Unlimited ArcGIS Publisher Unlimited ArcGIS Network Analyst Unlimited ArcGIS Schematics Unlimited ArcGIS Workflow Manager Unlimited ArcGIS Data Reviewer Unlimited ArcGIS for Server Enterprise - Advanced Unlimited Enterprise - Standard Unlimited Enterprise - Basic Unlimited Workgroup - Advanced Unlimited Workgroup - Standard Unlimited Workgroup - Basic Unlimited ArcGIS for Server Extensions ArcGIS 3D Analyst Unlimited ArcGIS Network Analyst Unlimited ArcGIS Spatial Analyst Unlimited ArcGIS Workflow Manager Unlimited ArcGIS Geostatistical Analyst Unlimited ArcGIS Schematics Unlimited ArcGIS Image Unlimited ArcGIS Engine (Single & Concurrent Use) Unlimited ArcGIS Engine Extensions (Single & Concurrent Use) ArcGIS 3D Analyst Unlimited ArcGIS Spatial Analyst Unlimited ArcGIS Geodatabase Update Unlimited Product Name Total Qty./Seats to Be Deployed ArcGIS Network Analyst Unlimited ArcGIS Schematics Analyst Unlimited ArcGIS Runtime Unlimited ArcGIS Runtime Extensions (Single Use) ArcGIS 3D Analyst Unlimited ArcGIS Spatial Analyst Unlimited ArcGIS Network Analyst Unlimited
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Survival of Certain ELA Clauses. The provisions of Articles 7.4, 8, 9, and 10 of this Enterprise License Terms and Conditions document (E512) shall survive the expiration or termination of this ELA. APPENDIX A SOFTWARE AND DEPLOYMENT SCHEDULE INFORMATION REDACTED Various desktop and server software products. APPENDIX B ELA FEE AND SCHEDULE INFORMATION REDACTED Total Contract Price: £2,850,000 APPENDIX C ORDNANCE SURVEY ANNUAL DEPLOYMENT REPORT SAMPLE REPORT—This report shall be provided to Distributor as an Excel spreadsheet or comparable format.
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Related to Survival of Certain ELA Clauses

  • 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.

  • Notification of Certain Matters The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

  • Notice of Certain Events If the Company proposes at any time to:

  • 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? Yes, Vendor certifies Certification Regarding Prohibition of Boycotting Israel (Tex. Gov. Code 2271) If (a) Vendor is not a sole proprietorship; (b) Vendor has ten (10) or more full-time employees; and (c) this Agreement or any agreement with a TIPS Member under this procurement has value of $100,000 or more, the following certification shall apply; otherwise, this certification is not required. Vendor certifies, where applicable, that neither the Vendor, nor any affiliate, subsidiary, or parent company of Vendor, if any, boycotts Israel, and Vendor agrees that Vendor and Vendor Companies will not boycott Israel during the term of this Agreement. For purposes of this Agreement, the term “boycott” shall mean and include refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory but does not include an action made for ordinary business purposes. When applicable, does Vendor certify? Yes, Vendor certifies 5 Certification Regarding Prohibition of Contracts with Certain Foreign-Owned Companies (Tex. Gov. 5 Code 2274) Certain public entities are prohibited from entering into a contract or other agreement relating to critical infrastructure that would grant Vendor direct or remote access to or control of critical infrastructure in this state, excluding access specifically allowed by a customer for product warranty and support purposes. Vendor certifies that neither it nor its parent company nor any affiliate of Vendor or its parent company, is (1) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or a designated country; (2) a company or other entity, including governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; or (3) headquartered in China, Iran, North Korea, Russia, or a designated country. For purposes of this certification, “critical infrastructure” means “a communication infrastructure system, cybersecurity system, electric grid, hazardous waste treatment system, or water treatment facility.” Vendor certifies that Vendor will not grant direct or remote access to or control of critical infrastructure, except for product warranty and support purposes, to prohibited individuals, companies, or entities, including governmental entities, owned, controlled, or headquartered in China, Iran, North Korea, Russia, or a designated country, as determined by the Governor. When applicable, does Vendor certify? Yes, Vendor certifies 5 Certification Regarding Prohibition of Discrimination Against Firearm and Ammunition Industries (Tex.

  • Absence of Certain Changes Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

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