Customer Indemnity. Subject to Article 18.3 herein, Customer, at its own expense, shall defend, indemnify and hold the Contractor, its permitted assignees, the Contractor’s Affiliates and the employees of any of them who have responsibility with respect to the Rivada Program, and their respective Directors, officers, employees, Subcontractors and agents (collectively, for purposes of this Article 18.2, “Contractor Indemnitees”) harmless from any loss, damage, liability or expense (including court costs and legal fees) resulting from damage to property, including but not limited to the property of Contractor Indemnitees, and from personal injury, and death, to all persons, including, but not limited to, employees of the Contractor or of its Subcontractors, employees of Customer or Customer’s Affiliates and of all other persons performing any of the Work hereunder, arising from any occurrence caused by any act or omission, negligent or otherwise, of the Customer, or its contractors or subcontractors, or its directors, officers, employees, agents, or any of them or for which they are legally liable, and at its expense shall defend any actions brought against Contractor Indemnitees, or any of them, in connection therewith and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith. Contractor shall give Customer prompt notice of such actions, appropriate authority to defend the claims on its behalf, and, at the request and expense of Customer, reasonable co-operation and assistance and such relevant information as is available to it, provided that failure to do so shall not preclude Contractor Indemnitees from recovery under this Article 18.2 except to the extent Customer is materially prejudiced thereby.
Customer List. The Administrative Agent shall have received a true and complete customer list for each Borrower and its Subsidiaries, which list shall state the customers name, mailing address and phone number and shall be certified as true and correct by a Financial Officer of the Borrower Representative.
Customer and Potential Customer Non-Interference. During the Protective Covenant Period, the Employee shall not, directly or indirectly, individually or # on behalf of any other employer or any other business, person or entity, entice, induce, Solicit or attempt or participate in enticing, inducing or Soliciting, any Customer or Potential Customer of the Corporation to cease or reduce or refrain from doing business with the Corporation; or # on behalf of any Competitive Business, entice, induce, Solicit or attempt or participate in enticing, inducing or Soliciting, or accept or attempt or participate in accepting, business from any Customer or Potential Customer of the Covered Unit(s).
Customer Termination Right. Customer may, upon written notice to the Contractor, terminate this Contract (excluding any Deliverable Items for which Delivery and Acceptance have been completed) at any time, in its sole discretion, and without cause, and the Contractor shall immediately cease work in the manner and to the extent specified.
Customer Non-Solicitation. During the Restricted Period, Employee shall not, directly or indirectly, except for the benefit of the Company, solicit or induce, or
Indemnification by Customer. Customer shall indemnify Lonza, its Affiliates, and their respective officers, employees and agents (“Lonza Indemnitees”) from and against any loss, damage, costs and expenses (including reasonable attorney fees) that Lonza Indemnitees may suffer as a result of any Third Party claim arising directly out of . Notwithstanding the foregoing, Customer shall have no obligations under this clause 12.2 for any liabilities, expenses, or costs to the extent arising out of or relating to claims covered under clause 12.1.
Customer Non-Solicit. During the Restriction Period, no Seller or Seller Affiliate shall, directly or indirectly, solicit or induce, or actively encourage (or attempt to do any of the foregoing), any customer, supplier, licensor or licensee of any Target Company or the Business as of Closing Date or any prospective customer, supplier, licensor, or licensee that has been targeted by any Target Company or the Business within the six (6) month period prior to the Closing Date to # terminate or otherwise materially and adversely modify its relationship with any Target Company or the Business or # engage in business with a competitor of any Target Company or the Business.
Seller and Buyer shall # ensure that no Person who owns a controlling interest in or otherwise controls Buyer or Seller is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Orders or is a listed person under any European Union export control or economic sanctions, # not violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto or any applicable European Union export control or economic sanctions, # comply with all applicable Bank Secrecy Act laws and regulations, as amended or # comply with any other applicable national sanctions program. As required by federal law or other applicable law, Seller or Buyer may need to obtain, verify and record certain customer identification information and documentation in connection herewith, and each party hereto shall provide such information as is reasonably requested prior to Closing.
Customer Access Control. Describe each logon process to be followed by Customers (including employees) to obtain access to services provides to . Describe the initial enrollment process for such Customers. Describe the password policies and procedures s system enforces, including, without limitation, password expiration, length of password, password revocation, invalid logon attempt threshold, etc. Describe methods used to track/log the usage of each account shall demonstrate how a customer or end user authenticates to each application.
Customer Access Control. Describe each logon process to be followed by [[Bank of America:Organization]] Customers (including [[Bank of America:Organization]] employees) to obtain access to services [[Organization A:Organization]] provides to [[Bank of America:Organization]]. Describe the initial enrollment process for such Customers. Describe the password policies and procedures [[Organization A:Organization]]s system enforces, including, without limitation, password expiration, length of password, password revocation, invalid logon attempt threshold, etc. Describe methods used to track/log the usage of each account [[Organization A:Organization]] shall demonstrate how a customer or end user authenticates to each application.
Know-Your-Customer. At least three (3) Business Days prior to the Closing Date, the Administrative Agent shall have received all documentation and other information in order to comply with requirements of Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions which has been requested by the Administrative Agent of the Borrower at least five (5) Business Days prior to the Closing Date.
Supply of Customer Information and Customer Supplied Raw Materials. Customer shall supply to Lonza all Customer Information and Customer Supplied Raw Materials and other information that may be reasonably required by Lonza to perform the Services. Lonza hereby undertakes not to use the Customer Supplied
Verification of Customer Diversion. The Company may request at any time within twelve (12) months of the Executive’s last day of employment with the Company that the Executive provide a written statement under oath, in a form acceptable to the Company, identifying all customers that the Executive worked with or learned of through the Company or the Bank and for whom the Executive is again providing services or receiving compensation from, either directly or indirectly. The Company agrees to use such list only in connection with enforcing the Executive’s agreements with the Company or the Bank.
Know Your Customer Documentation. The Administrative Agent and the shall have received, # upon the reasonable request of the at least two (2) Business Days prior to the Effective Date, documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and # to the extent that the Borrower qualifies as a “legal entity customer” under the requirements of the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.
Customer and Trade Relations. There exists no termination or cancellation of, or any modification or change in the business relationship of any Borrower or Guarantor with any customers or suppliers which are, individually or in the aggregate, material to its operations, to the extent that such cancellation, modification or change would reasonably be expected to result in a Material Adverse Effect.
Customer Information and Responses. Customer agrees to promptly and as soon as is commercially reasonable, deliver all information, documents, and data that Avail reasonably requests and to respond to each of Avail’s enquiries related to Avail’s performance of Strategic Services, and all such information shall be true and accurate to the best knowledge of Customer.
Software on Customer Satellites. The Contractor represents and warrants that unless specified otherwise in the Statement of Work or by agreement of the Parties in writing, Software installed on Customer Satellites shall be modifiable, and all required Software Corrections and Software Upgrades shall be capable of being performed, from the ground, to the same extent when Customer Satellites are in orbit as before they were launched.
Enforcement of Customer Sublicense. agrees to use diligent efforts to enforce any violation or breach of the license agreement between and Customers where such violations or breaches in any way relate to the Licensed Software, and to inform Kx promptly of any known violation or breach.
Customer Access Personnel; Entry into Country. Customer Access Personnel visiting or resident at the Contractor’s or Major Subcontractors’ facility shall abide by the Contractor’s applicable policies and procedures so long as copies of the same are provided in a reasonable timeframe. The Contractor shall use commercially reasonable efforts to ensure such requirements do not unduly restrict access by Customer. The Contractor shall provide reasonable assistance to Customer Access Personnel to comply with all such policies and procedures, including identifying which matters are restricted to citizens of particular countries and accommodating the use of Consultants or other representatives of Customer as needed to comply with such policies and procedures. The Contractor also shall provide reasonable assistance to Customer Access Personnel to enable such persons to be able to enter and leave the countries where the Contractor’s or Major Subcontractors’ facility are located, including by providing letters of invitation or sponsorships, assisting with visas and completing any necessary documentation that requires input or information from the Contractor or Major Subcontractors. Reasonable assistance shall not include incurring any costs of third-party consultants or counsel.
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