BY APPLE Clause Samples

BY APPLE. Apple may modify any Specifications, including modification via the Project Management System. Supplier will acknowledge the modification, including acknowledgment via the Project Management System in accordance with applicable procedures if required by Apple. The terms and conditions of this Agreement will be amended by such modification upon Supplier’s acknowledgement thereof or, if within [*****] Business Days of receipt of notice of such modification, if Supplier has not given Apple notice of its acknowledgement. In the event the modification results in an [*****] of performance of Supplier’s obligations under this Agreement, Apple will not be responsible for the [*****] unless Supplier’s reports [*****] to Apple within [*****] Business Days of the receipt of the notice and obtains Apple’s prior written consent to proceed with the modification.

BY APPLE. Apple may modify any Specifications via the Project Management System. Supplier will acknowledge the modification via the Project Management System in accordance with applicable procedures. The terms and conditions of this Agreement will be amended by such modification upon Supplier’s acknowledgement thereof or, if within [CONFIDENTIAL TREATMENT REQUESTED] of receipt of notice of such modification, if Supplier has not given Apple notice of its acknowledgement. In the event the modification results in [CONFIDENTIAL TREATMENT REQUESTED] performance of Supplier’s obligations under this Agreement, Apple will [CONFIDENTIAL TREATMENT REQUESTED] Supplier’s reports [CONFIDENTIAL TREATMENT REQUESTED] to Apple within [CONFIDENTIAL TREATMENT REQUESTED] of the receipt of the notice and obtains Apple’s prior written consent to proceed with the modification.

BY APPLE. Apple, on behalf of itself, its Affiliates, and their successors and assigns, hereby covenants not to ▇▇▇ Immersion, its Affiliates, their successors and assigns, direct or indirect customers, users, licensees, service providers, distributors, retailers, or direct and indirect suppliers for any claims related to the Immersion Patents, and covenants not to contest or assist in the contest in any forum, including federal courts, whether under 28 U.S.C. §§ 2201-2202 or not, United States Patent and Trademark Office, and/or the International Trade Commission, that the Immersion Patents are valid and enforceable. This section shall not apply, however, if Immersion, or its Affiliates, successors, directors, employees, or agents (a) breaches the covenant not to ▇▇▇ of Section 2.2.1 in any regard; (b) acts in a manner inconsistent with the licenses and releases of Sections 2.1 and 2.3 in any regard; or (c) alleges or claims that any Covered Apple Party infringes or will infringe the Immersion Patents based on Licensed Products. This section shall not preclude Apple, or any Apple Affiliate, successor, assign, predecessor, customer, or supplier, who receives a lawful subpoena, discovery request, Court or administrative order, or any other form of legal process or government directive, from responding to such a request, order, or directive by producing or providing documents, testimony, or other information.

BY APPLE. In addition to Section 2.2, Apple, on behalf of itself, its Affiliates, and their successors and assigns hereby releases, acquits and forever discharges Immersion (together with its Affiliates, predecessors, successors, agents, attorneys, insurers, servants, distributors, licensees, service providers, retailers, suppliers, employees, officers, directors, users and customers) from any and all actions, causes of action, claims or demands, liabilities, losses, damages, attorney fees, court costs, or any other form of claim or compensation, whether known or unknown as of the Effective Date, [***]. This section shall not apply, however, if Immersion, or its Affiliates, successors, directors, employees, or agents (a) breaches the covenant not to ▇▇▇ of Section 2.2 in any regard; (b) acts in a manner inconsistent with the licenses and releases of Sections 2.1 and 2.3.1 in any regard; or (c) alleges or claims that Apple, any Apple Affiliate, or any Apple successor, assign, predecessor, customer, or supplier infringes or will infringe the Immersion Patents based on Licensed Products. 2.4 Each Party, having specific intent to release all potential claims described in the foregoing Sections 2.1, 2.2, and 2.3, whether known or unknown, does hereby acknowledge and expressly waive the provisions of Section 1542 of the California Civil Code (and similar provisions in other jurisdictions, whether by statute or common law), which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her, must have materially affected his settlement with debtor.”

BY APPLE. Apple shall, at its expense, indemnify, defend and hold harmless Audible and its Affiliates, officers, directors, shareholders, employees, agents and direct or indirect customers from any third party claim, suit, proceeding, liability, settlement, costs, reasonable fees, and damages incurred arising out of or in connection with a claim (including attorney’s fees): (a) any use by Apple of the Audible Content, eContent or Cover Art in breach of this Agreement; (b) any claim that Apple Products provided by Apple hereunder infringes the Intellectual Property Rights of another party; or (c) a breach of any warranty, representation, covenant or obligation of Apple under this Agreement.

BY APPLE. Apple represents and warrants to the Seller and each Owner (i) that the terms of the Service Agreement, except with respect to Article VI thereof, are substantially similar to the terms of the service agreements to be entered into by the Founding Companies from the State of Colorado and (ii) that all the following representations and warranties in this Article V are as of the date of this Agreement, and will be on the date of the Closing and the IPO Closing Date, true and correct: the representations and warranties contained in Article V of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct.