Vendor Affiliates definition

Vendor Affiliates means, with reference to Vendor any company or other legal entity which: (i) controls Vendor; or (ii) is controlled by Vendor; or (iii) is controlled by a company or entity which controls Vendor or which otherwise provisions Services, Licensed Software or Hardware under this Agreement. For these purposes, “control” means the right to exercise more than fifty percent (50%) of the voting or similar right of ownership; but only for so long as such control shall continue to exist.
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Vendor Affiliates shall include, but is not limited to, Vendor’s officers, directors, shareholders, employees, contractors, subcontractors and agents. The terms of this Section shall survive the expiration or earlier termination of this Contract. In claims against any person or entity indemnified under this Section by an employee of the Vendor, any Approved Subcontractor, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under 8.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Vendor or an Approved Subcontractor under workers ’ compensation acts, disability benefit acts or other employee benefit acts. The Vendor shall promptly advise the Client in writing of any action, administrative or legal proceeding or investigation as to which this indemnification may apply, and the Vendor, at the Vendor ’s sole cost and expense, shall assume on behalf of the parties indemnified hereunde r and conduct with due diligence and good faith the defense thereof; provided, that the Client shall have the right to be represented therein by advisory counsel of its own selection and at its own expense; and provided further, that if the defendants in any such action include both the Vendor and any member of the Client Group and the Client Group shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Vendor, the Client Group shall have the right to select separate counsel to participate in the defense of such action on the Client Group ’s behalf and at the Vendor’s expense. To the extent that the Vendor fails to fully perform in accordance with this Section, the Client, at its option, and without relieving the Vendor of its obligations hereunder, may so perform, but all costs and expenses so incurred by the Client in that event shall be reimbursed by the Vendor to the Client. A p p e n d i x C : S a m p l e F e e a n d C o s t S c h e d u l e s Exhibit A Vendor Cost Schedule
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Vendor Affiliates means, collectively, Accugraph Corporation, Architel Systems Corporation ("Architel"), Architel Systems (U.S.) Corporation, Architel Systems (U.K.) Corporation, Nortel Networks Technology Corporation ("NN Technology"), Nortel Networks Inc. ("NNI"), Nortel Networks S.p.A., Nortel Networks Hispania, S.A., Nortel Networks UK Limited and Nortel Networks S.A.
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Examples of Vendor Affiliates in a sentence

  • The liability of Vendor and Vendor Affiliates who adopt the Service Agreement shall not be joint and several.

  • The designated affiliates will include Best Buy Stores, L.P., and XxxxXxx.xxx, Inc., or as updated from time to time upon notice to and consent of Vendor ("Affiliates").

  • There is not currently outstanding against any of the Vendor or the Vendor Affiliates any Order which has or could reasonably be expected to have a Material Adverse Effect.

  • No failure, if any, of the Vendor and the Vendor Affiliates to pay Taxes for periods ending on or before the Effective Date, will result in an Encumbrance on the Purchased Assets.

  • When practical, Vendor will identify information in Company's possession that Vendor considers to be Confidential Information of Vendor or Vendor Affiliates.

  • Except as set forth in Schedule 4.1(cc), neither the Purchased Business nor any of the Vendor or the Vendor Affiliates with respect to the Purchased Business had any customer who accounted for more than five percent (5%) of the sales of the Purchased Business during the fiscal years ended December 31, 2000 and December 31, 2001.

  • With respect to each UK Employee, the Vendor and each applicable Vendor Affiliate and the Purchaser shall comply with their respective obligations under all Employment Transfer Laws applicable to each UK Employee including, in the case of the Vendor and Vendor Affiliates, informing and consulting with and providing written notices or communications to such UK Employees or their employee representatives or works councils ("Employees' Representatives") as required by Employment Transfer Laws.

  • The Company hereby agrees to retain in confidence and not disclose all Confidential Information of Vendor and Vendor Affiliates, except as may be required by Applicable Law or to the extent necessary to comply with applicable legal requirements of any Governmental Authority, in which case the Company shall promptly notify Vendor.

  • Other than the Transferred Intellectual Property and the Vendor Licensed Intellectual Property, each of the Vendor and the Vendor Affiliates owns (with good title), or has a valid leasehold or license interest in, as the case may be, all of the Purchased Assets free and clear of all Encumbrances except for Permitted Encumbrances.

  • To the Vendor's Knowledge, the Vendor and the Vendor Affiliates hold all Authorizations that are required for the operation of the Purchased Business as conducted immediately prior to Closing or any time since September 1, 2001 or for the ownership and use of the Purchased Assets.


More Definitions of Vendor Affiliates

Vendor Affiliates means all individuals or entities controlling, controlled by or under common control with the Vendor, but for purposes of this definition, Vendor Affiliates shall not include Approved Contractors.
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Related to Vendor Affiliates

  • Affiliates means, with respect to the Contractor, any of its corporate affiliates or associates, including parent entities, subsidiaries, and other entities in which it owns a substantial interest.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Customer Affiliate means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Customer, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;

  • Controlled Affiliates means with respect to any Person, any other Person that directly or indirectly through one or more intermediaries is Controlled by such Person.

  • Vendors means the proposer(s) responding to this RFP and vendor(s) to whom a contract has been awarded as a result of this RFP by SMSD. A responsible vendor is a vendor who has adequate financial resources (or the ability to obtain such resources), can comply with the delivery requirements, and is a qualified and established firm regularly engaged in the type of business that provides the product(s) /service(s) listed herein.

  • Investor Affiliate means (i) the Investor or any of his immediate family members, and any such persons’ respective Affiliates and direct and indirect Subsidiaries, (ii) any sponsor, limited partnerships or entities managed or controlled by the Investor or any of his immediate family, or any of such persons’ respective Affiliates and direct or indirect Subsidiaries, (iii) any trust of the Investor or any of his immediate family, or any of such persons’ respective Affiliates and direct or indirect Subsidiaries or any trust in respect of which any such persons is a trustee, (iv) any partnership of which the Investor or any of his immediate family, or any of such persons’ respective Affiliates or direct or indirect Subsidiaries is a partner that is managed or controlled by the Investor, any of his immediate family or any of such persons’ respective Affiliates or direct or indirect Subsidiaries, and (v) any trust, fund or other entity which is managed by, or is under the control of, the Investor or any of his immediate family, or any of such persons’ respective Affiliates or direct or indirect Subsidiaries, but excluding the Issuer or any of its Subsidiaries.

  • Non-Party Affiliates means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of the Company, Electriq Power or any of the respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives or any family member of the foregoing.

  • Related Companies means the companies within the meaning of Article L. 225-197-2 of the French Commercial Code or any provision substituted for same.

  • Clients means the Janus Funds and other individual and institutional advisory clients of Janus.

  • Affiliated Persons or "AFFILIATES" means

  • Sponsor Affiliate means an entity that joins with the Company and that participates in the investment in, or financing of, the Project and which meets the requirements under the FILOT Act to be entitled to the benefits of this Fee Agreement with respect to its participation in the Project, all as set forth in Section 5.13 hereof.

  • Related Entities means contractors and subcontractors of a Party at any tier; grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

  • Affiliated Entities means any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by the Stockholder or his or her descendants or spouse, of which such Stockholder or his or her descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Common Stock with terms substantially identical to this Agreement.

  • BHC Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

  • Affiliated Companies shall include any company controlled by, controlling or under common control with the Company.

  • Employees Stock Option” means the option given to the directors, officers or employees of a company or of its holding company or subsidiary company or companies, if any, which gives such directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the company at a future date at a pre-determined price.

  • Seller Affiliate means any Affiliate of Seller.

  • Customers means such brokerage or other customers or investment advisory or other clients of a Recipient, and/or accounts as to which such Recipient provides administrative support services or is a custodian or other fiduciary.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Client company means any person that enters into an agreement for professional employer services

  • Agent Affiliates as defined in Section 10.1(b)(iii).

  • Vendor or “Vendors” means any entity submitting a bid in response to the Solicitation, the entity that has been selected as the lowest responsible bidder, or the entity that has been awarded the Contract as context requires.

  • BNY Affiliate means any office, branch or subsidiary of The Bank of New York Company, Inc.

  • Company Personnel means any current or former officer, employee, director or consultant of the Company or any of its Subsidiaries.

  • Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

  • Company Parties means the collective reference to Holdings and its Restricted Subsidiaries, including the Borrower, and “Company Party” means any one of them.