By AMS Clause Samples
The "By AMS" clause designates that certain actions, decisions, or responsibilities within the agreement are to be carried out by AMS, which is likely a party or entity referenced elsewhere in the contract. In practice, this clause might specify that AMS is responsible for providing services, making approvals, or handling communications related to the agreement. Its core function is to clearly assign duties or authority to AMS, thereby ensuring clarity about which party is accountable for specific obligations or decisions.
By AMS by notice in writing to You to take effect either forthwith or at such time as maybe specified in such notice on or after the occurrence of any of the following events:
7.2.1.1 Any material breach by You of any of Your obligations under this Agreement which, if capable of remedy, shall not have been remedied to the reasonable satisfaction of AMS within thirty (30) calendar days of receipt by You of a written request from AMS for such breach to be remedied;
7.2.1.2 Deliberate falsification of data or a pattern of providing false or misleading data inrelation to Your Customer Reports;
7.2.1.3 Notwithstanding anything to the contrary contained herein, any failure by You to pay to AMS any sum due hereunder within sixty (60) calendar days of the due date for payment thereof;
7.2.1.4 If a petition in bankruptcy is filed and a judgment is entered against You or if You are adjudged a bankrupt, or if You are insolvent or unable to make payments to creditors when due or You take advantage of any insolvency act or debtor’s relief act, or You make an assignment for the benefit of Your creditors, or if You pass any resolutions ortake any other actions for Your liquidation, winding up or dissolution.
7.2.1.5 A determination by the Authority that You are/were not obligated under the RRCEA and Regulation to register and report Your Automotive Materials to the Authority.
By AMS. AMS represents and warrants to ABC that (i) it or its licensors have all of the rights necessary to grant ABC the rights set forth in this Agreement; (ii) none of the AMS Property infringes any intellectual property rights of any Person; (iv) the rights granted to ABC hereunder do not, and will not during the term of this Agreement violate any agreement or any applicable laws, including, but not limited to, any export or import laws, and (v) it is authorized to enter into this Agreement and grant the rights hereunder.
By AMS. AMS shall indemnify, defend and hold harmless Quantum and its directors, officers, employees and agents (the “Quantum Parties”) from all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) that they may suffer as a result of any and all claims, demands, actions or other proceedings made or instituted by any Third Party against any of them and arising out of (a) any recklessness or intentional misconduct by or on behalf of any of the AMS Parties (as defined below) in the performance of the activities contemplated by the Agreement, (b) any claim of product liability or defective product concerning any product made, used or sold by or under authority of AMS pursuant to any license granted under this Agreement, except to the extent those losses, liabilities, damages and expenses arise out of the intentional misconduct, recklessness or negligence of any of the Quantum Parties or the adherence by AMS to Quantum specifications or (c) any claim of property damage or personal injury, including death, to the extent caused by AMS.
By AMS by notice in writing to You to take effect either forthwith or at such time as may be specified in such notice on or after the occurrence of any of the following events:
7.1.1.1. Any material breach by You of any of Your obligations under this Agreement which, if capable of remedy, shall not have been remedied to the reasonable satisfaction of AMS within thirty (30) calendar days of receipt by You of a written request from AMS for such breach to be remedied;