Provided Elements definition

Provided Elements means any products, hardware, software, interfaces, systems, content, services, processes, methods, documents, materials, data or information, or any functionality therein, provided to any Indemnified Party by or on behalf of Supplier (including by any of Supplier’s sub-suppliers or distributors) pursuant to this Agreement (including under any order, statement of work, exhibit, or other document under, subordinate to, or referencing this Agreement).

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Provided Elements means any Material, Services or Deliverables or other products, hardware, software, interfaces, systems, content, services, processes, methods, documents, materials, data or information, or any functionality therein, provided to any AT&T Indemnified Party by or on behalf of Vendor (including by any of Vendor’s Subcontractors or distributors or any Vendor Person) pursuant to this Agreement (including under any addendum, order, statement of work, exhibit, schedule or other document under, subordinate to, or referencing this Agreement); provided, however, that Provided Elements shall not include any AT&T Provided Equipment.

Provided Elements means any products, hardware, Custom Software, Standard Software, interfaces, systems, content, services, processes, methods, documents, materials, data, or information, or any functionality therein, provided to any Indemnified Party by or on behalf of Supplier (including, without limitation, by any of Supplier’s sub-suppliers or distributors, but excluding only Third Party Software resold by a Third Party to AT&T by Supplier that is governed by an applicable license agreement between AT&T and such Third Party) pursuant to this Agreement (including, without limitation, under any order, statement of work, exhibit, or other document under, subordinate to, or referencing this Agreement).

Examples of Provided Elements in a sentence

• After AT&T ceases, as a result of actual or claimed infringement or misappropriation, to exercise the rights granted under this Agreement with respect to the Provided Elements, AT&T has no obligation to pay Supplier any charges that would otherwise be due under this Agreement for such rights.

• After AT&T ceases, as a result of actual or claimed infringement or misappropriation, to exercise the rights granted under this Agreement with respect to the Provided Elements, AT&T has no obligation to pay Vendor any Structured Payments or Maintenance Fees that would otherwise be due under this Agreement for such rights.

• After AT&T ceases, as a result of actual or claimed infringement or misappropriation, to exercise the rights granted under the ESLA with respect to the Provided Elements, Amdocs shall not have any obligation to pay RADCOM any charges that would otherwise be due under this Agreement, the Supplement Agreement or the Maintenance and Support Agreement for such rights.

• After [**] ceases, as a result of actual or claimed infringement or misappropriation, to exercise the rights granted under the ESLA with respect to the Provided Elements, Amdocs shall not have any obligation to pay RADCOM any charges that would otherwise be due under this Agreement, the Supplement Agreement or the Maintenance and Support Agreement for such rights.

• The “Proportionate Share” payable by Company shall be a portion of the Covered Loss determined on an objectively fair and equitable basis to be attributable to Company based on the relative materiality of the role played by the applicable Provided Elements in the Combination Claim.

• The “Proportionate Share” payable by Supplier shall be a portion of the Covered Loss determined, not at AT&T’s sole discretion, but rather on an objectively fair and equitable basis (taking into account the relevant facts and circumstances and using the same standards that would be applied by a court or other neutral adjudicator under applicable law) to be attributable to Supplier based on the relative materiality of the role played by the applicable Provided Elements in the Combination Claim.

More Definitions of Provided Elements

Provided Elements means any products, hardware, software (including the Software), interfaces, systems, content, services, processes, methods, documents, materials, data or information, or any functionality therein, provided to any Indemnified Party, by or on behalf of RADCOM (including, without limitation, by any of RADCOM’s sub-suppliers or distributors) Nothing in this paragraph shall be construed either as an affirmative obligation on RADCOM’s part to furnish Amdocs or [**] any particular kinds of Provided Elements (e.g., hardware, systems, etc.) other than as may be provided elsewhere in this Agreement or in the Supplement Agreement, or as an affirmative right on Amdocs part to demand that RADCOM furnish such kinds of Provided Elements.

Provided Elements means any products, hardware, software, interfaces, systems, content, services, processes, methods, documents, materials, data or information, or any functionality therein, provided to any Indemnified Party by or on behalf of Supplier (including, without limitation, by any of Supplier’s sub-suppliers or distributors, but excluding only Third Party Software resold by a Third Party to AT&T by Supplier that is governed by an applicable license agreement between AT&T and such Third Party) pursuant to this Agreement (including, without limitation, under any order, statement of work, exhibit, or other document under, subordinate to, or referencing this Agreement).