Vendor Assistance. (a) Upon receipt of a request for technical assistance from the Owner, the nature of the problem will be iden- tified by the Owner, and a priority assigned by the Owner (upon discussion with the Vendor which in no event will require the agreement and/or consent of the Vendor) as either an emergency or non-emergency condition and resolution thereof will be expedited in accordance with the severity levels set forth be- low.
(b) Following attempted corrective actions by the Owner in accordance with applicable Maintenance and Instruction Manuals provided by the Vendor, when the Vendor is notified by the Owner that the System, any PCS System, any PCS Sub-System or any part thereof fails to operate in accordance with the Specifications, the Vendor will promptly commence and diligently pursue all reasonable efforts to identify the Defect or Deficiency and, in the event the Vendor has responsibility therefor, to correct such Defect or Deficiency.
(c) The Vendor's correction of such Defects or Deficiencies in the System, any PCS System, any PCS Sub-System, or any part thereof, may take the form of new software codes, new or supplementary operating instructions or procedures, modifications of the software codes in the Owner's possession, or any other commonly used method for correcting Defects or Deficiencies in Software, as the Owner and the Vendor deem appropriate.
(d) When appropriate, the Vendor will provide non-emergency technical support to the Owner via telephone, facsimile transmission, modem, or other means acceptable to the Owner during the Owner's normal business hours.
(e) The Vendor will provide emergency technical assistance to the Owner via an ETA telephone number designated to the Owner in advance by the Vendor, twenty-four (24) hours per day, three hundred sixty-five (365) days per year.
(f) The Vendor will provide remote intervention and assistance capability to the Owner for remotely accessing operating System Elements. Upon mutual agreement between the Parties, the Vendor may remotely access operating System Elements for the purpose of ETA.
Vendor Assistance. Taking into account the nature of the Processing, Vendor shall assist Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company’s obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the applicable data protection laws. In addition, to the extent Company, in its use of the Services, does not have the ability to address a Data Subject Request, Vendor shall, at its cost and expense, and upon Company’s request provide commercially reasonable efforts to assist Company in responding to such Data Subject Request, to the extent Vendor is legally permitted to do so and the response to such Data Subject Request is required under applicable data protection laws. In any event, Vendor shall not respond to any Data Subject Request without Company’s prior written approval.
Vendor Assistance. The Vendor of the Royalty with respect to which the Buydown Operator has exercised its Buydown Right shall execute and deliver such Buydown Documents and do such further acts and things as may be reasonably required from time to time to complete the sale, assignment and transfer of the Buydown Royalty to the Buydown Operator.
Vendor Assistance. Until Completion, the Vendor must supply to the Purchaser, and any person who has the Purchaser’s written authority, any information or documents in its possession or control reasonably requested concerning the Business and reasonably assist the Purchaser at the Purchaser’s request to gain knowledge concerning the Business. Until Completion, the Vendor shall, upon the Purchaser’s prior written request (acting reasonably), grant the Purchaser and its Representatives reasonable access during normal business hours in order to:
(a) inspect the assets of the Business, the Premises or Records; and
(b) meet with its Representatives, for the purposes of preparing for Completion or investigating the accuracy of the Warranties.
Vendor Assistance. Upon BTE’s reasonable request, Vendor shall participate in and offer any reasonable assistance requested by BTE respecting the interoperability testing of any vendors’ products proposed or selected by BTE. Such testing may occur in Vendor’s or BTE’s lab, or in field trials, at BTE’s reasonable discretion. Exhibit 7.3 – Reference Spans [**] [**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. EXHIBIT 12.2 – INSURANCE COVERAGE Vendor shall procure and at all times thereafter maintain, with insurers acceptable to BTE, the following minimum insurance protecting Vendor, BTE and any other parties required to be protected against liability from damages because of injuries, including death, suffered by persons, including employees of Vendor, and liability from damages to property arising out of or connected with Vendor’ performance of this Agreement. COVERAGE LIMITS Commercial General Liability [**] Comprehensive Automobile Liability (Owned, Hired and Non-Owned Vehicles) [**] Workers’ Compensation Employer’s Liability [**] Errors and Omissions [**] Product Liability [**] Excess Liability [**] All such insurance shall be written on an occurrence basis, using ISO Form CG 0001 or the equivalent. BTE and all other parties required to be insured shall be listed as Additional Insureds on Vendor’ policies. Vendor shall provide certificates evidencing such insurance within 10 days of the Effective Date on a form reasonably required by BTE. Such certificates shall provide for 30 days advance written notice to BTE of cancellation, material change, reduction of coverage or non-renewal. Vendor shall cause its authorized subcontractor(s) to procure insurance as outlined above. Vendor shall obtain policies and certificates for its subcontractor(s) and deliver them to BTE. The amounts of any insurance shall in no way be construed as a limitation of liability of Vendor. [**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. FIRST AMENDMENT TO MASTER ACQUISITION AGREEMENT This First Amendment (the “First Amendment”) is entered into this 19th day of May, 2005 and made pursuant to the Master Acquisition Agreement, dated April 11, 2005, (the “Agreement”) by and between BTE Equipment, LLC, a Delaware limited l...
Vendor Assistance. Upon BTE’s reasonable request, Vendor shall participate in and offer any reasonable assistance requested by BTE respecting the interoperability testing of any vendors’ products proposed or selected by BTE. Such testing may occur in Vendor’s or BTE’s lab, or in field trials, at BTE’s reasonable discretion. [**] [**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
Vendor Assistance. Vendor shall, at no additional charge, provide persons and entities permitted to conduct audits under this Section 22 such assistance as they may reasonably require.
Vendor Assistance. Subject to Clause 17.3 (Books and Records), the Vendor shall make available to the Purchaser any Books and Records of the Company for the purpose of dealing with Tax or accounting matters of any Group Undertaking, in each case to the extent not delivered to the Purchaser in connection with Schedule 5 (Transfer Obligations), and, accordingly, the Vendor shall, upon being given reasonable notice by the Purchaser and subject to the Purchaser giving such undertakings as to confidentiality as the Vendor shall reasonably require, procure that such Books and Records are made available to the Purchaser and its agents for inspection (during regular business hours) and copying (at the Purchaser’s expense), and afford access for the Purchaser and its agents to personnel as are reasonably required and available, in each case for and only to the extent necessary for such purpose for a period of four (4) years from Completion.
Vendor Assistance. Upon BTE’s reasonable request, Vendor shall participate in and offer any reasonable assistance requested by BTE respecting the interoperability testing of any vendors’ products proposed or selected by BTE. Such testing may occur in Vendor’s or BTE’s lab, or in field trials, at BTE’s reasonable discretion.
7.3.1 Reference Span [**]
7.3.2 Reference Span [**]
7.3.3 Reference Span [**]
7.3.4 Reference Span [**]
Vendor Assistance. Upon request by MSH, VENDOR will provide MSH and MSH Users with information and assistance reasonably required to facilitate the installation, access, use and removal by MSH and MSH Users of the Technology pursuant to this Agreement.
