Verification of Purchasers Sample Clauses

Verification of Purchasers. If the Purchaser is not a Ministry, the CSA Holder is responsible for checking the list of eligible Public Sector Entities or otherwise verifying that the entity issuing an Ordering Process is on the list of eligible Public Sector Entities before entering into an Order. If the CSA Holder is contacted pursuant to an Ordering Process by an entity other than an eligible Public Sector Entity, the CSA Holder will promptly notify the Province. The CSA Holder agrees that:
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Verification of Purchasers. If the Purchaser is not a Ministry, the CSA Holder is responsible for checking the list of eligible Public Sector Entities or otherwise verifying that the entity issuing an Ordering Process is on the list of eligible Public Sector Entities before entering into an Order. If the CSA Holder is contacted pursuant to an Ordering Process by an entity other than an eligible Public Sector Entity, the CSA Holder will promptly notify the Province. Orders The CSA Holder agrees that: Orders may be formed only with Purchasers and only in accordance with an Ordering Process set out in section 3.6 below; despite section 12.9, the Province may modify any provisions in Appendix B at any time during the Term, by giving notice to the CSA Holder, whether or not verified received in the case of notice given by email, and the modified Appendix B will be effective the date indicated in the notice; For Selective Service Requests, the Purchaser will issue the Selective Service Request by email in the form set out in Appendix B to this CSA, as may be revised by a Public Sector Entity further to section 3.5 below, to the email address set out for each CSA Holder in section 12.2 of this CSA; Orders will be on the terms and conditions set out in Appendix DOrder Terms and Conditions; and any Order will be between the CSA Holder and the Purchaser named in the Order only and not with the Province as a party or guarantor by reason of the Province being a party to this CSA. Purchaser – Public Sector Entity The CSA Holder acknowledges and agrees that: Where a Selective Service Request or Competitive Service Request is issued by a Public Sector Entity, the Public Sector Entity will have the option of modifying the terms and conditions set out in Appendix D to the extent necessary to address the Public Sector Entity’s specific travel reimbursement and payment of account policies, insurance, indemnification, limitation of liability, privacy, confidentiality and security requirements, and any governmental authority directives binding the Public Sector Entity; Further to subsection (a) above, any revision to the terms and conditions set out in will be requested Appendix D by setting out such revisions in the applicable Selective Service Request or Competitive Service Request; if the CSA Holder accepts all terms and conditions as modified in the Selective Services Request or Competitive Service Request in accordance with subparagraph (a) and (b) above, the CSA Holder will sign and deliver the ...

Related to Verification of Purchasers

  • Indemnification of Purchasers Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

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