By ABM Clause Samples

By ABM. ABM agrees that it shall not make, or cause to be made, any statement or communicate any information (whether oral, electronic, or written) that is directly or indirectly disparaging, derogatory, or damaging to ▇▇▇▇▇▇▇▇▇ or which intentionally interferes with the efforts of ▇▇▇▇▇▇▇▇▇ to obtain subsequent employment or engagement.
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By ABM. ABM hereby warrants and represents to ▇▇▇▇▇▇▇▇▇ as follows: (a) It has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All proceedings have been taken and all authorizations have been secured which are necessary to authorize the execution, delivery, and performance by ABM of this Agreement. This Agreement has been duly and validly executed and delivered by ABM and constitutes the valid and binding obligations of ABM, enforceable in accordance with the respective terms. (b) The consummation by ABM of the transactions herein contemplated, including the execution, delivery and consummation of this Agreement, will not: (i) violate any judgment, law, order, writ, rule or regulation, or determination or decree of any arbitrator, court, or other governmental agency or administrative body (collectively, “Requirement of Law”) applicable or binding upon ABM; (ii) violate (1) the terms of the Certificate of Incorporation or Bylaws of ABM; or, (2) any material agreement, contract, mortgage, indenture, ▇▇▇▇, ▇▇▇▇, note, or other material instrument or writing binding upon ABM or to which ABM is subject; or (iii) result in the breach of, constitute a default under, or constitute an event which with notice or lapse of time, or both, would become a default under, any agreement, commitment, contract (written or oral) or other instrument to which ABM is a party or is otherwise bound or affected. (c) No consents, approvals or other authorizations or notices, other than those which have been obtained and are in full force and effect, are required by any state or federal regulatory authority or other person or entity in connection with the execution and delivery of this Agreement, and the performance of any obligations contemplated hereunder.
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By ABM. If Supplier: (i) fails to meet its Transition Services obligations as provided in Section 4.2(g); (ii) commits a material breach of this Agreement, which breach is not cured within thirty (30) days after notice of the breach from ABM (provided, that if Supplier begins promptly and works diligently and in good faith to cure such breach in accordance with this provision and such breach is not capable of being cured within thirty (30) days, Supplier may have up to fifteen (15) additional days to cure such breach if it demonstrates that it is capable of curing such breach within the additional period and the breach does not materially impair the ability of ABM or an Eligible Recipient to conduct its business); (iii) commits a material breach of this Agreement which is not capable of being cured within the period specified in subsection (ii) above; (iv) commits numerous breaches of its duties or obligations which collectively constitute a material breach of this Agreement; (v) becomes liable for or incurs Service Level Credits under this Agreement that, in the aggregate, exceed fifty percent (50%) of the cumulative At Risk Amount during any rolling six (6) month period; (vi) fails to perform in accordance with the Increased Impact Service Level of the same Critical Performance Indicator for three (3) consecutive months or during four (4) months of any six (6) consecutive month period; then ABM may, by giving notice to Supplier, terminate the Term with respect to all or any part of the Services, in whole or in part, as of a date specified in the notice of termination. Supplier shall not be entitled to any Termination Charges in connection with a termination for cause. If ABM chooses to terminate the Agreement in part, the Charges payable under the Agreement will be adjusted in accordance with the pricing by charge component, as set forth in Schedule J, to reflect such partial termination. For avoidance of doubt, the Parties acknowledge and agree that, to the extent one or more material breaches of a Companion Agreement also constitute a material breach of this Agreement, viewed in its entirety, the right to terminate shall extend to this Master Professional Services Agreement and all Companion Agreements. The express acknowledgment that a certain amount of Service Level Credits or number of Service Level defaults constitutes grounds for termination under Section 20.1(a)(v) and (vi) does not imply that a lesser amount or number cannot constitute a material breach...
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