By Us Sample Clauses
By Us. We may cancel this policy by written notice delivered to or mailed to you at the address shown in the policy (and to your authorized agent or broker if required). Proof of delivery or mailing is sufficient proof of notice. This notice must be delivered or mailed the required number of days prior to the effective date of the cancellation. For a description of the number of days of required notice, refer to:
By Us. We may cancel this policy by written notice delivered to or mailed to you at the address shown in the policy (and to your authorized agent or broker if required). Proof of delivery or mailing is sufficient proof of notice.
By Us. We may cancel this policy by giving you notice in writing or by electronic means at your last known address. The policy will be cancelled from 4pm on the 30th day after the date of the notice. We will refund you any premium that is due based on the unused portion of the period of insurance.
By Us. This Agreement and each of our rights under it are fully transferable by us and will inure to the benefit of any transferee or other legal successor to our interests herein. We have the right to delegate any of our obligations under this Agreement to any person or entity.
By Us. We may at any time suspend operation of your Credit Card Account (including, but not limited to, limiting or suspending the number, types and/or amounts of Transactions we authorise on your Credit Card Account) or close any Credit Card Account. We may at any time cancel your right to use your Card. As soon as your Credit Card Account is closed or your Card is cancelled you must destroy all Cards issued on your Credit Card Account by cutting them (including any chip on the Cards) in half. If your Credit Card Account is cancelled you must then immediately pay the entire balance of your Card Accounts that we have specified. If the Nominated Earner ceases to be a member of the Airpoints Programme and a new Nominated Xxxxxx is unable to be appointed (for example, if the Account Owner ceases to be a member and there are no joint or additional cardholders), then we may close your Credit Card Account, cancel your right to use your Card and require that it be destroyed. If we do not close your Credit Card Account, you will nevertheless lose any entitlement to earn new Airpoints Dollars. If the Nominated Earner ceases to be a member of the Airpoints Programme or the Nominated Earner for the Credit Card Account, then you will also lose any entitlement to earn Airpoints Dollars for your Airpoints Programme membership account on purchases made since your most recent statement.
By Us. We may cancel this policy by giving you 30 days’ written notice via your insurance broker. The cancellation will take effect 30 days after the day you are notified of the cancellation and we shall return the premium paid for the unused period of insurance (other than in circumstances where we invoke the ‘Disclosure and accuracy of information condition’ and/or the ‘Fraudulent claim(s) condition’ in this policy). Reasons we may cancel this policy include:
i. you do not co-operate or supply information or documentation that we request which materially affects our ability to process the policy or our ability to defend our interests; or
ii. following a survey at any of your premises or sites we have required you to make risk improvements and you have not completed these within a reasonable period of time advised by us; or iii. the premium has not been paid; or
By Us. Provided the requirements of Section 7.4.3 (Conditions) are met, we will, at our expense, defend (or at our option, settle) any suit brought against you, and will pay all damages and costs (including reasonable attorneys’ fees) (together: “Damages”) finally awarded against you, to the extent based on a claim that Our Software directly infringes any duly issued United States, Japan or European Union patent or Berne Convention copyright, or misappropriates any trade secret right of any third party. Notwithstanding the foregoing, we will have no liability or obligation with respect to claims or Damages arising from: (i) Your Software (to the extent it differs from Our Software), Third Party Software or a modification to or derivative work of Our Software not made by us; (ii) the combination or use of Our Software with anything other than a Component; (iii) compliance with your design requirements or specifications or those of your customer, (iv) the use of other than the then-current release of Our Software, to the extent that such other than the then current release is infringing and from the day that we advised you that use of a prior version reasonably could be infringing, or (v) your continuation of allegedly infringing activity after being notified thereof and provided a non-infringing version (each, an “Excluded Claim”). If the use of Our Software is enjoined, or we believe a claim of infringement is likely, we may, at our sole option and expense: (i) procure for you the right to continue using Our Software as licensed herein; (ii) provide you functionally equivalent, non-infringing software; or (iii) if neither of the foregoing is commercially reasonable, terminate the license to the affected software and refund a portion of the license fee you paid for that software (if any) (amortizing that fee on a straight-line basis over its License Term). THIS SECTION 7.4.1 STATES OUR ENTIRE RESPONSIBILITY AND LIABILITY, AND YOUR EXCLUSIVE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY RIGHTS ARISING WITH RESPECT TO OUR SOFTWARE AND ANY OTHER ITEMS, PRODUCTS OR SERVICES PROVIDED HEREUNDER.
By Us. This Agreement is fully transferable by us and will inure to the benefit of any transferee or other legal successor to our interests herein.
By Us. We have the right to terminate this Agreement, effective upon delivery of written notice of termination to you, if:
(1) you (or any of your owners) have made or make any material misrepresentation or omission in purchasing the Franchise or operating the RESTAURANT;
(2) you (or your Managing Owner) fail successfully to complete initial training to our satisfaction;
(3) you fail to begin operating the RESTAURANT within one hundred eighty (180) calendar days after the execution of this Agreement;
(4) you abandon or fail actively to operate the RESTAURANT for three (3) or more consecutive business days, unless the RESTAURANT has been closed for a purpose we have approved or because of casualty or government order;
(5) you surrender or transfer control of the operation of the RESTAURANT without our prior written consent;
(6) you (or any of your owners) are or have been convicted by a trial court of, or plead or have pleaded no contest to, a felony;
(7) you fail to maintain the insurance we require from time to time;
(8) you interfere with our right to inspect the RESTAURANT or observe its operations, as provided in Section 11 of this Agreement;
(9) you (or any of your owners) engage in any dishonest or unethical conduct which may adversely affect the reputation of the RESTAURANT or another XXXXX'X SUBS Restaurant or the goodwill associated with the Marks;
(10) you (or any of your owners) make an unauthorized assignment of this Agreement or of an ownership interest in you or the RESTAURANT;
(11) in the event of your death or disability or the death or disability of the Managing Owner or the owner of a controlling interest in you, this Agreement or the owner's interest in you is not assigned as required;
(12) you lose the right to possess the Premises;
(13) we have sent a notice of termination under any other franchise agreement for a XXXXX'X SUBS Restaurant between you (or any of your owners) and us;
(14) you (or any of your owners) make any unauthorized use or disclosure of any Confidential Information or use, duplicate or disclose any portion of the Operations Manual in violation of this Agreement;
(15) you violate any health, safety or sanitation law, ordinance or regulation and do not begin to cure the noncompliance or violation immediately, and correct the noncompliance or violation within seventy-two (72) hours, after written notice is delivered to you;
(16) you fail to make payments of any amounts due to us and do not correct the failure within ten (10) d...
By Us. We shall, at our expense, defend or, at our option, settle any claim brought against you that the Service Offerings infringe any third party’s United States patent, copyright, trademark, or trade secret, and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by us on your behalf. As a condition of our obligation, you must notify us promptly of any claim in writing, give us sole control and authority over the defense or settlement of such claim, and reasonably cooperate with us, at our expense, and provide us with available information in the investigation and defense of such claim. If any Service Offering becomes, or in our opinion is likely to