Each Vendor Sample Clauses

Each Vendor. (a) irrevocably appoints the Purchaser to be his attorney to exercise in the absolute discretion of the Purchaser all rights attaching to the Sale Shares registered in his name or exercisable by him in his capacity as a member of the Company, and without prejudice to the generality of the foregoing the powers exercisable by the Purchaser shall include the power to execute, deliver and do all deeds, instruments and acts in that Vendor's name and on that Vendor's behalf in pursuance of the foregoing, and shall include the power to sub-delegate this power; (b) undertakes and agrees that, other than at the written request of the Purchaser, he shall not exercise any rights attaching to the Sale Shares or exercisable by that Vendor in his or her capacity as a member of the Company or appoint any other person to exercise such rights; (c) undertakes and agree that any dividends, securities or notices, documents or other communications which may be received after today's date by that Vendor from the Company or any third party in respect of the Sale Shares or in that Vendor's capacity as a member of the Company shall be received by that Vendor and held in trust for the Purchaser and, without prejudice to the generality of the obligations imposed by the foregoing, undertakes and agrees promptly to procure the forwarding to the Purchaser of all such benefits or communications and to account to the Purchaser for all benefits arising from the Sale Shares registered in his name and/or from that Vendor's capacity as a member of the Company; (d) agrees and undertakes upon written request by the Purchaser to ratify all deeds, instruments and acts exercised by the Purchaser in pursuance of this power; (e) agrees that in acting under this power the Purchaser may act by its secretary or any director or person acting pursuant to authority conferred by its board of directors or any director; and (f) declares that such power, undertaking and agreement shall cease and determine upon that Vendor ceasing to be a member of the Company, but without prejudice to any power exercised prior to such date and shall not, save as may be required by law, terminate on that Vendor's previous death, bankruptcy or mental disorder, and shall, save as aforesaid, in connection with the Shares be accordingly binding upon any personal representative, trustee in bankruptcy or trustee in respect of any mental disorder.
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Each Vendor. (a) is not insolvent within the meaning of section 95A of the Corporations Act or section 239C of the Companies Act; (b) has not stopped paying its debts as and when they fall due; (c) has not been served with a demand under section 459E of the Corporations Act which it is taken under section 459F of the Corporations Act to have failed to comply with; and (d) is not subject to voluntary administration under Part 5.3A of the Corporations Act or under Part 15A of the Companies Act.
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Each Vendor. 1.1 it is duly formed, incorporated, amalgamated or continued (as the case may be) and validly exists under the law of its place of formation, incorporation, amalgamation or continuance; 1.2 it is in good standing under the legislation under which it was formed, incorporated, amalgamated or continued (as the case may be); 1.3 it has full legal capacity and power: (1) to own its property and assets and to carry on its business; and (2) to enter into this Agreement and the Ancillary Agreements, as applicable, and to perform its obligations under this Agreement and the Ancillary Agreements, as applicable; 1.4 it has taken all action (whether corporate, by its shareholders or otherwise) that is necessary to authorize its entry into this Agreement and the Ancillary Agreements, as applicable, and to perform its obligations under this Agreement and the Ancillary Agreements, as applicable; 1.5 it has full power and lawful authority to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and to consummate and perform or cause to be performed its obligations under this Agreement and the Ancillary Agreements, as applicable, and each transaction contemplated by this Agreement and the Ancillary Agreements to be performed by it; 1.6 each of this Agreement and the Ancillary Agreements, as applicable, constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy subject to laws generally affecting creditors’ rights and to principles of equity (where applicable); 1.7 the execution, delivery and performance by it of this Agreement and the Ancillary Agreements, as applicable, does not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under: (1) its charter documents or any Applicable Law; (2) any material term or provision of any agreement to which it is a party or by which it or any of its property is bound; or (3) any writ, order or injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it or any of its property is bound; 1.8 no Legal Proceeding is taking place or, so far as the Vendor is aware, is pending or threatened against it which if adversely decided could materially impair its ability to perform its obligations under this Agreement or the Ancillary Agreements; 1.9 the Vendor is neither insolvent nor unable to pay its debts as they fall due; 1.10 no ...
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Each Vendor. 13.4.1 (subject to clause 13.5) irrevocably appoints the Vendors’ Representative as its agent to accept service on its behalf of (a) Notices and (b) process in any legal action or proceedings before the courts of England and Wales relating to any Acquisition Dispute; 13.4.2 irrevocably agrees that any Notice to be given to it is deemed to have been properly given if it is given to the Vendors’ Representative in accordance with the provisions of clause 27 (whether or not such Notice is forwarded to or received by such Vendor); and 13.4.3 irrevocably agrees that failure by the Vendors’ Representative to notify it of the process will not invalidate the legal action or proceedings concerned.
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Each Vendor. 9.4.1 (subject to clause 9.5) irrevocably appoints the Vendors' Representative as its agent to accept service on its behalf of (a) Notices and (b) process in any legal action or proceedings relating to any Acquisition Dispute; 9.4.2 irrevocably agrees that any Notice to be given to it is deemed to have been properly given if it is given to the Vendors' Representative in accordance with the provisions of clause 22 (whether or not such Notice is forwarded to or received by such Vendor); and 9.4.3 irrevocably agrees that failure by the Vendors' Representative to notify it of the process will not invalidate the legal action or proceedings concerned.
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Related to Each Vendor

  • Description of Vendor Entity and Vendor's Goods & Services If awarded, this description of Vendor and Vendor's goods and services will appear on the TIPS website for customer/public viewing.

  • The Customer a) It refers to the Natural or Juridical Person signing this BANKING PRODUCTS AND SERVICES AGREEMENT by stamping their signature on the activation form of any banking service or by signing on the signature cards of the account (s) as it appears in the files of THE BANK, and the persons appointed by him in any accounts or BANK SERVICES and includes its successors and persons authorized by him to carry out any banking operation, to draw, to dispose of the funds deposited in THE BANK and to instruct the BANK, or the person (s) joining this BANKING PRODUCTS AND SERVICES AGREEMENT by including them in an activation form for any banking service or by signing the account (s), as it appears in the files of THE BANK. Therefore, references to THE CUSTOMER in this BANKING PRODUCTS AND SERVICES AGREEMENT shall be applied and shall be binding upon each and every one of the persons having the status of CUSTOMER, and the assignees, agents or representatives thereof, who declare that they accept each and every one of the terms and conditions set forth in this BANKING PRODUCTS AND SERVICES AGREEMENT, and also declares that the information supplied by them to the BANK is true. b) Any reference to a person such as "DEBTOR", "CO-DEBTOR", "GUARANTOR", "GUARANTEE", "SIGNATURE", "MAIN CUSTOMER", "ADDITIONAL CUSTOMER", "CARDHOLDER" or "ACCOUNT HOLDER", GENERAL CONDITIONS or PARTICULAR CONDITIONS in this, or any document or communication of THE BANK, refers also to THE CUSTOMER; Therefore, any liability of the CUSTOMER shall be payable by such person.

  • Vendor’s Resellers as Related to This Agreement

  • Vendor’s Resellers as Related to This Agreement Vendor’s Named Resellers (“Resellers”) under this Agreement shall comply with all terms and conditions of this agreement and all addenda or incorporated documents. All actions related to sales by Authorized Vendor’s Resellers under this Agreement are the responsibility of the awarded Vendor. If Resellers fail to report sales to TIPS under your Agreement, the awarded Vendor is responsible for their contractual failures and shall be billed for the fees. The awarded Vendor may then recover the fees from their named reseller. If there is a dispute between the awarded Vendor and TIPS Member, TIPS or its representatives may, at TIPS sole discretion, assist in conflict resolution if requested by either party. TIPS, or its representatives, reserves the right to inspect any project and audit the awarded Vendor’s TIPS project files, documentation and correspondence related to the requesting TIPS Member’s order. If there are confidentiality requirements by either party, TIPS shall comply to the extent permitted by law. The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals, the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the Vendor’s response to same and all associated documents and forms made part of the solicitation process, including any addenda, are hereby incorporated by reference into this Agreement as if copied verbatim. THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec. 2270. By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and does not and will not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇/purchasing/docs/foreign-terrorist.pdf You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor’s letterhead from and signed by an authorized representative of the Vendor stating the non-compliance decision and the TIPS Agreement number and description at: Attention: General Counsel ESC Region 8/The Interlocal Purchasing System (TIPS) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇,▇▇▇▇▇ And by an email sent to ▇▇▇▇@▇▇▇▇-▇▇▇.▇▇▇ The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders: When the Vendor or its subcontractors are liable for any damages or claims, the Vendor’s policy, when the Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried by the Member. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Vendor(s). Insurance shall be written by a carrier with an A-; VII or better rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor’s required minimum coverage shall not be suspended, voided, cancelled, non-renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. • Orders: All Vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips- ▇▇▇.▇▇▇. Should a TIPS Member send an order directly to the Vendor, it is the Vendor’s responsibility to forward a copy of the order to TIPS at the email above within 3 business days and confirm its receipt with TIPS. • Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase directly from the Vendor or through another agreement, when the Member has requested using the TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. • Order Confirmation: All TIPS Member Agreement orders are approved daily by TIPS and sent to the Vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3 business days. • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when effective. TIPS shall be notified when prices change in accordance with the award.

  • Vendor upon request and without further consideration, shall perform any acts that may be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership and/or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest extent possible, including but not limited to the execution, acknowledgement and delivery of such further documents in a form determined by Customer. In the event Customer shall be unable to obtain Vendor’s signature due to the dissolution of Vendor or Vendor’s unreasonable failure to respond to Customer’s repeated requests for such signature on any document reasonably necessary for any purpose set forth in the foregoing sentence, Vendor hereby irrevocably designates and appoints Customer and its duly authorized officers and agents as Vendor’s agent and Vendor’s attorney-in-fact to act for and in Vendor’s behalf and stead to execute and file any such document and to do all other lawfully permitted acts to further any such purpose with the same force and effect as if executed and delivered by Vendor, provided however that no such grant of right to Customer is applicable if Vendor fails to execute any document due to a good faith dispute by Vendor with respect to such document. It is understood that such power is coupled with an interest and is therefore irrevocable. Customer shall have the full and sole power to prosecute such applications and to take all other action concerning the Work Product, and Vendor shall cooperate, at Customer’s sole expense, in the preparation and prosecution of all such applications and in any legal actions and proceedings concerning the Work Product.