List of Assumptions Clause Samples

List of Assumptions. The domain profiles and account setup on domain will be accomplished using Client’s local property IT. Client’s personnel will be available to setup the custom profile necessary to make sure that: - Players can auto-login into the domain - Players do not have any activities that will interrupt playback such as screen savers or virus pop ups. These types of activities will need to be configured in the domain profiles for these systems. - VNC (Virtual Network Computing) will be utilized for remote viewing and maintenance of players. - CastNET Server and Workstation can be setup on the domain · The CastNET Server will be configured with IIS running on port 80 and FTP running on port 21. Web access will be required on all Client’s personnel desktops that wish to utilize and access the web based content management CastNET interface. FTP (File Transfer Protocol) access will be utilized between the server and the players to distribute content updates and status reports. · One fixed or reserved DHCP IP (Dynamic Host Configuration Protocol Internet Protocol) will be available for the CastNet Server and an appropriate DNS (Domain Name System) name may be selected to make local property access to the server easier. The players do not require fixed IP addresses. The PC naming conventions will need to be available prior to configuration at Alpha Video for the CastNet Server, workstation and all players. · The scope of work is based on information provided by Client to Watchit Media as set forth in Section 2 of this PSO. · Any changes to the Project will be handled by a PCR in accordance with Appendix F of this PSO. · It is Watchit Media’s responsibility to make sure that Watchit Media’s employees and subcontractors comply with network security and virus protection standards as stated in Section 20 of the Master Agreement and Appendix G of this PSO, and incorporated herein by reference. All machines and systems used by Watchit Media must have industry-standard and up-to-date virus protection. If Watchit Media’s machines or systems are found to cause problems on the Client’s network, interfere with network applications or violate network security, such machines will be immediately disconnected. Non-compliance by Watchit Media, its employees or subcontractors with Client’s network security or virus protection standards shall constitute a material breach of the Master Agreement and this PSO. A list of all Client’s prohibited software and hardware is attached as Appendix G ...
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List of Assumptions. This section defines the assumptions under which Consultant has based its fees for the services being performed under this Work Statement. This is to ensure there are no misunderstandings regarding the scope of the Project. Any deviation from these assumptions, similar to any deviation in scope of the Project, that effects the delivery date for the Deliverables or requires Consultant to incur additional expenses in order to deliver the Deliverables on the delivery date may be predicated upon an extension of the Project FINAL and a change in the fees and/or timeline by Consultant pursuant to Section 1.4 and Appendix B of the Master Agreement. The assumptions are as follows: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. FINAL 1) The following support activities will be jointly managed by VitaminShoppe and Sapient: o Project Management o Release Management o Quality Assurance 2) VitaminShoppe will be responsible for the following support Activities: o Business Operation o All site content including graphics 3) VitaminShoppe's designated agent will be responsible for the following support Activities: o Tier One Hosting (Management of Exodus / Digital Island) o Tier One Site Support o Technical Operation Support 4) Sapient will act in an advisory capacity for all VitaminShoppe responsible activities in order to facilitate a smooth operation of the site. 5) Sapient will be responsible for the following activities: o All application support and development o Preventative maintenance for the application (i.e. ATG, Oracle, and Verity code changes) (all preventative maintenance for the environment will be provided by the operations support vendor ) o Application break fix o Application Enhancements o Updates to documentation 6) Sapient will provide basic (Unit test by the developer and integration testing of the patched functionality by the PM) QA of all patches and enhancements to the site. All patches will be folded into full builds on a mutually agreed schedule. VitaminShoppe will conduct a full regression test of any full build in a reasonable period of time prior to the production installation of the build. 7) The application support team will be on 24x7 pager support to receive the second call. All first calls go to MimEcom or other third party vendor supporting the hardware and network. The third party providing Tier 1 support will then call Sapient as needed. 8) The application su...
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List of Assumptions. 1. Facilitation of workshops will be by the District, with the attendance of key stakeholders required 2. The shortlisted number of alternatives for the AWPFs are as follows: • Site 1 (Gilroy)- up to 2 options • Site 2 (South San ▇▇▇▇)- up to 2 options • Site 3 (SVAWPC Expansion)- up to 3 options • Site 4 (Palo Alto)- up to 3 options • Site 5 (Sunnyvale)- up to 3 options 3. For AWPFs at SVAWPC, Palo Alto, and Sunnyvale, an engineered wetland option, with or without ROC pretreatment by advanced oxidation (AOP) will be included. The definition of this option will be based on the results of the pilot testing in Task 4.1. 4. District will provide infrastructure for the AOP/Wetland demonstration testing, including power, sanitary facilities, ROC from the Advanced Water Purification Center, secure space, and discharge for the pilot engineered treatment wetland effluent. District will secure the site by fencing or other appropriate means. 5. Consultant will rent the AOP equipment ($50,000). The rental contract shall include technical support and maintenance. Consultant will install the Engineered Wetland ($100,000) and procure all materials needed. The provisional sum for the Engineered Wetland includes installation, materials, and associated equipment, installation plan, design drawings (up to 2 sheets), and tabulated specification sheets. Operation and water quality monitoring of the wetland is the responsibility of the Consultant. The set of water quality parameters to monitor, and the monitoring frequency, will be agreed upon in consultation with the District; parameters will primarily include CECs and other ancillary parameters such as organic contaminants, nutrients, metals, and toxicity. The testing may include the effect of system parameters (e.g., installation of bio-barriers to enhance nutrient removal) and seasonal variations. 6. The laboratories of the Berkeley and Stanford will be used for sample analysis (including representative CECs general water quality parameters, dissolved organic carbon (DOC), major anions, and trace organics). The cost of water quality analyses not currently supported by these laboratories will be the responsibility of the District. 7. The District will obtain all necessary permits or approvals for wetland installation, and will coordinate field activities with other agencies interested in the study.
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List of Assumptions 
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  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

  • Assumption of Assumed Liabilities (a) Except as expressly provided in Section 2.4(b), the Purchaser shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of either Seller whatsoever, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued. (b) Subject to the foregoing Section 2.4(a), effective as of the Closing Date, the Purchaser shall assume the following liabilities and obligations of the Sellers arising out of the use, ownership or operation of the Business, the Facilities or the other Assets (collectively, the “Assumed Liabilities”): (i) the obligations of the Sellers under (x) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (y) each JWWTP Agreement to the extent assigned to the Purchaser under the Assignment (JWWTP Agreements) and (z) each License included in the Assets required to be performed on or after the Closing Date; (ii) all accounts payable, accrued expenses and other current liabilities of the Sellers related to the Business and accrued or existing as of the Closing Date, but only to the extent included in the determination of Final Net Working Capital; (iii) all liabilities and obligations, known or unknown, relating to, resulting from, arising out of or in connection with, directly or indirectly, (A) events that occur, (B) services performed or products manufactured or sold, or (C) the ownership, operation or use of the Business and the Assets, in each case, from and after the Closing; (iv) liabilities and obligations relating to or arising from physical or bodily injuries to, or damage to the property of, third parties that occur from and after the Closing to the extent caused by the physical condition of the Assets (which are being transferred as-is, where-is); (v) liabilities arising in connection with any severance plan established by the Purchaser on or after the Closing Date; and (vi) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission after the Closing.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Buyer.

  • FORM OF ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.