Vendor Obligations. Vendor acknowledges their ongoing obligation to participate in the administration of the contract. The Vendor agrees to promptly and completely respond to any request from a VR counselor, contract management, contract monitoring, investigator, or other TWC staff.
Vendor Obligations. The Vendor hereby irrevocably undertakes, represents and warrants to the Purchaser as follows:
(A) he is, or a Connected Person identified in Schedule 1 is, the beneficial owner and the registered holder of the Committed Shares and the Committed Options and the Committed Shares and the Committed Options are free from all encumbrances, liens and charges. Other than the Committed Shares and the Committed Options there are no shares in the Company registered in the Vendor's name (or in the name of any of its Connected Persons) or beneficially owned, or managed and controlled, by the Vendor (or any of its Connected Persons) or in which the Vendor (or any of its Connected Persons) has an interest and neither the Vendor nor any of its Connected Persons has any rights, warrants or options to acquire or subscribe for shares in the Company;
(B) unless and until the Offer shall have closed, lapsed or shall have been withdrawn, save as referred to in this Deed or by way of acceptance of the Offer, the Vendor shall not and shall procure that its Connected Person shall not otherwise than pursuant to the Offer, sell or otherwise dispose of or permit the sale or other disposition of all or any of the Committed Shares or the Committed Options or any interest in any of the Committed Shares or the Committed Options;
(C) unless and until the Offer shall have closed, lapsed or shall have been withdrawn, save pursuant to this Deed, neither the Vendor nor any Connected Person of the Vendor has agreed, conditionally or otherwise, to dispose of all or any of the Committed Shares or the Committed Options or any interest therein;
(D) the Vendor shall not (and shall procure that its Connected Persons do not), without the prior written consent of the Purchaser, purchase or otherwise acquire any shares in the Company or any interest therein or agree to do so;
(E) the Vendor shall procure that, unless and until the Offer shall have closed, lapsed or shall have been withdrawn, no other agreement or arrangements (including any undertaking) shall be entered into (other than with the Purchaser) which could result in the disposal of, or the creation or existence of any encumbrance, lien or charge over on, all or any of the Committed Shares or the Committed Options or any interest therein or which might in any way restrict the disposal of the Committed Shares or the Committed Options or any of them and no other offer shall be accepted in respect of the Committed Shares or the Committed Optio...
Vendor Obligations. Vendor, subject to the terms and conditions of this Agreement, will:
3.1. Provide or make available to Company the then-current versions of the Solutions purchased by Company under this Agreement. Thereafter, Vendor will provide or make available to Company each updated version of such Solutions as Vendor makes the same generally commercially available. Provision of such Solutions and any updates may be either directly to Company or through the Vendor Portal.
3.2. Provide or make available to Company electronic copies of brochures, specification sheets, logotypes, graphics, web templates, copywriting and other marketing materials regarding Solutions either directly or through the Vendor Portal.
Vendor Obligations. In addition to any other obligations of Vendor, Vendor must: Provide the Services on a continuous basis and warrants that the Services will be fully available 99.9% of each month, except for scheduled maintenance for which written notice has been provided to University at least thirty (30) calendar days in advance. Provide unlimited telephone support twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year (“24/7/365”); Provide online access to technical support bulletins and other user support information and forums 24/7/365; Conduct quarterly support updates and reviews involving technical teams from both Parties to discuss Cloud Software support issues; Provide semi-annual support usage, incident reports and Vendor’s compliance with any service levels identified in a service level agreement Respond with support to Priority One Issues (as defined below) within one hour of University’s call for assistance to Vendor and initiate work on such issues within one (1) hour thereafter, regardless of time of day or day of week. Priority One Issues include issues involving substantial failure of the Cloud Software, which, in University’s sole judgment, are critical to its operations. Vendor will initiate work on all other support issues, within four (4) hours from receipt of an electronic or telephonic service request. In the event two or more Priority One Issues occur in any thirty (30) day period during the term of the Agreement, Vendor will promptly investigate the root causes of such support issues and will provide to University an analysis of such root causes and a proposed corrective action plan for University’s review, comment and approval (the “Corrective Action Plan”). The Corrective Action Plan must include, at a minimum: (i) a commitment by Vendor to University to devote the appropriate time, skilled personnel, systems support and equipment, and/or resources to remedy, and prevent any further occurrences of Priority One Issues; (ii) a strategy for developing any programming/software updates, fixes, patches, etc. necessary to remedy, and prevent any further occurrences of such issues; and (iii) time frames for implementation of the Corrective Action Plan. There will be no additional charge (other than those fees set forth in this Agreement) for Vendor’s implementation of such Corrective Action Plan in the time frames and manner set forth in the Corrective Action Plan.
Vendor Obligations. The Vendor must perform all acts, and take all steps necessary to ensure that all intellectual property rights created for MMCAP Infuse or Member are the sole property of MMCAP Infuse or Member, and that neither Vendor nor its employees, agents, or subcontractors retain any interest in and to the works and documents. The Vendor represents and warrants that the works and documents do not and will not infringe upon any intellectual property rights of other persons or entities.
Vendor Obligations. Vendor shall establish and maintain the appropriate hypertext links from its Online Service Page and the Vendor internet sites to the designated URL or URLs for the Managed Site under the designation, the McAfee Mall, McAfee Store or such other designation as may be given to the Managed Site. Such links shall be of reasonable prominence to give sufficient notice to viewers of Vendor's Online Service Page.
Vendor Obligations. A. Vendor will provide to Xxxxx 0 the services described on Addendum A during the Evaluation Period. Additional services are available at mutually agreeable rates.
B. Vendor shall be responsible for and bear all expenses relating to the shipment, installation and maintenance of the Evaluation Product at Level 3’s site during the Evaluation Period.
C. Vendor shall provide all Vendor Evaluation Product hardware and software components.
Vendor Obligations. (a) Vendor shall establish and maintain the appropriate hypertext links from its Online Service Page and the NAI Internet Sites to the designated URL or URLs for the Managed Site under the designation, the McAfee Mall, McAfee Store or such other designation as may be give to the Managed Site. Such links shall be of reasonable prominence to give sufficient notice to viewers of Vendor's Online Service Page.
(b) Other than technical support related to Vendor Clients' purchases and downloading of the Vendor Products, Vendor shall provide all other support to Vendor Clients, including without limitation, the support being provided in accordance with its current technical support policies.
(c) Vendor shall cooperate and work with Reseller in accordance with the terms of the Miscellaneous section of Exhibit "A" of this Agreement.
(d) Except for those Products listed in Exhibit "A" of this Agreement, Vendor shall not sell Vendor's or other third party software (including the Products) from its public web sites except through the Managed Site or the Destination (as defined in the Co-Hosting Agreement). Vendor agrees that any software and computer hardware offered for sale on the Managed Site must be fulfilled, at Vendor's election, through the Managed Site, the Destination or must link to the Co-Host Site (as defined in the Co-Hosting Agreement). Vendor will not advertise on the Managed Site (whether with banners, buttons or other forms of online advertising) or link directly to web sites which are involved in the resale of software from such page on the web sites.
(e) Vendor will display on each page of the Managed Site a statement to the effect that the Managed Site is operated by Vendor in partnership of with Reseller. The parties will agree in good faith on the prominence and exact format of such statement on each such page with increasing prominence to be given to such statement on the online order pages of the Managed Site.
(f) Vendor will reasonably promote and operate the Managed Site.
Vendor Obligations. A. In addition to the specific requirements imposed by the State in the Contract, a Vendor engaged in providing goods or services to the State shall generally have the following standard responsibilities:
1. Perform services in accordance with applicable standards of professional skill and care or as otherwise provided in the solicitation or Contract. When applicable law requires that services be performed by licensed professionals, Vendor shall provide those services through the performance of qualified persons or entities duly licensed to practice their professions.
2. To furnish adequate protection from damage for all work and to repair damage of any kind, for which it or its workmen are responsible, to the building or equipment, to its own work, or to the work of other Vendors.
3. To clear and remove all debris and rubbish resulting from its work from time to time, as directed or required, at completion of the work to leave the premises in a neat, unobstructed condition, broom clean, and in satisfactory order and repair.
4. To store equipment, supplies, and material at the project site only upon approval by the State, and at its own risk.
5. To perform all work so as to cause the least disruption and inconvenience to the State, and with proper consideration for the rights of other Vendors and workers.
6. To acquaint themselves with conditions to be found at the project site, and to assume responsibility for the appropriate dispatching of equipment and supervision of its employees during the conduct of the work.
7. To supervise Vendor employees and subcontractors and to ensure that its employees are instructed with respect to special rules, regulations, policies, and procedures in effect for any State facility or project site, and that its employees comply with such rules, regulations, policies and procedures.
8. To perform background checks of Vendor employees, subcontractors and agents as required by the State.
9. EQUAL OPPORTUNITY COMPLIANCE, HANDICAPPED ACCESS AND AFFIRMATIVE ACTION - Contractors of the State are required to demonstrate the same commitment to equal opportunity as prevails under federal contracts controlled by Federal Executive Orders 11246, 11625, 11375 and 11830, and R.I. Gen. Laws Chapter 28-5.
1. Affirmative action plans shall be submitted by the contractor for review by the State Equal Opportunity Office. A contractor's failure to abide by the rules, regulations, contract terms and compliance reporting provisions as established ...
Vendor Obligations. 5.1 Vendor shall pay CHC the fees and charges in a timely fashion as required by this Agreement.
5.2 If Vendorís Customers transmit Transactions through Vendorís System, (a)†Vendor shall cause such use to be in accordance with the procedures, data element standards, formats, codes, protocols and edits set forth in the then relevant Specifications for such CHC Services; and (b) Vendor shall conform Vendorís System to changes in such Specifications resulting from any non-optional change, feature, enhancement, product or module of the CHC Services furnished without charge by CHC within the number of days which CHC shall designate in the notice regarding such change.
5.3 Vendorís System and services shall enable all Transactions of Vendorís Customers to be submitted through the CHC Services and enable all of Vendorís Customers to receive all reports furnished by such CHC Services.
5.4 Vendor shall furnish to each of Vendorís Customers the training and support, including retraining and all necessary information, that may be reasonably necessary or appropriate to enable assigned employees of Vendorís Customers to submit timely, complete and error-free transmissions of Transactions through the CHC Services in accordance with the then applicable Specifications and training on how to retrieve and interpret the CHC output reports, and shall require each of Vendorís Customers to comply with CHC procedures to secure any authorizations then required by CHC, applicable law, or industry practice in connection with its transmission process, and to maintain Transaction data transmitted through the CHC Services and afford Payers access thereto in accordance with procedures then required by CHC, applicable law, or industry practice.
5.5 Vendor agrees to a CHC Services rejected Transaction rate of three percent (3%) or less with respect to all Transactions submitted by Vendorís Customers to the CHC Services within ninety (90) days after the first date Vendor or any of Vendorís Customers begins to submit Transactions to the CHC Services hereunder. A rejected Transaction for this purpose shall mean a Transaction, which fails to be transmitted through the CHC Services as a result of a failure to comply with the requirements hereof. If within thirty (30) days following CHCís notice to Vendor of its excessive rejected Transaction rate, such Transaction rate is not brought to three percent (3%) or less, CHC shall have the right to charge Vendor thereafter a standard Per Transaction...
