SERVICENOW OBLIGATION Sample Clauses

SERVICENOW OBLIGATION. Subject to the exclusions set forth below, ServiceNow shall: (i) defend Customer, its officers, directors and employees against any third party suit, claim, action or demand (each a “Claim”) to the extent alleging: (A) that the Subscription Service used in accordance with this Agreement infringes any third party patent, copyright or trademark, or misappropriates any third party trade secret; or (B) that ServiceNow’s personnel when onsite at Customer’s premises caused death, bodily harm or damage to tangible personal property due to their negligence or willful misconduct; and (ii) pay any court-ordered award of damages or settlement amount to the extent arising from any such Claims. If any portion of the Subscription Service becomes the subject of a Claim under Section 7.1(i)(A), ServiceNow may: (a) contest the Claim; (b) obtain permission from the claimant for Customer’s continued use of the Subscription Service; (c) replace or modify the Subscription Service to avoid infringement, if such replacement or modification has substantially the same capabilities as the Subscription Service; or, if the foregoing (a), (b), and (c) are not available on commercially reasonable terms in ServiceNow’s judgment, then (d) terminate Customer’s use of the affected Subscription Service upon sixty (60) days’ written notice, whereupon Customer may submit to Reseller a claim for a refund of any prepaid subscription fees covering the remaining portion of the applicable Subscription Term for the affected Subscription Service after the date of termination. Notwithstanding the above, ServiceNow shall have no obligation or liability for any Claim under Section 7.1(i)(A) arising in whole or in part from: (1) any use of the Subscription Service which exceeds the authorized use permitted under this Agreement or not in accordance with the Documentation; (2) Customer Data or Customer Technology; (3) use of the Subscription Service by Customer in violation of applicable law; (4) use of the affected Subscription Service after termination in accordance with clause (d) of this Section 7.1; (5) modifications to the Subscription Service made to Customer’s specifications or otherwise made by any person other than ServiceNow or a person acting at ServiceNow’s direction if the Claim would have been avoided by use of the unmodified Subscription Service; or (6) use of the Subscription Service in combination with any hardware, software, application or service that was not provided by ServiceNow, if...
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SERVICENOW OBLIGATION. Subject to the limitations in this Section 7, ServiceNow will: (a) defend Customer, and its and their officers, directors, and employees against any Claim: (i) to the extent alleging that any ServiceNow Core Technology accessed or used in accordance with this Agreement infringes any third- party patent, copyright, or trademark, or misappropriates any third-party trade secret; or (ii) to the extent alleging that ServiceNow’s personnel when onsite at Customer’s premises caused death, bodily harm, or damage to tangible personal property due to their negligence or willful misconduct; and (b) pay any settlement amount or any court- ordered award of damages, under the forgoing subsections (a)(i) and (ii) to the extent arising from such Claim.
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SERVICENOW OBLIGATION. Subject to the limitations in this Section 7, ServiceNow will: (a) defend Customer, and its and their officers, directors, and employees against any Claim: (i) to the extent alleging that any ServiceNow Core Technology accessed or used in accordance with this Agreement infringes any third-party patent, copyright, or trademark, or misappropriates any third-party trade secret; or (ii) to the extent alleging that ServiceNow’s personnel when onsite at Customer’s premises caused death, bodily harm, or damage to tangible personal property due to their negligence or willful misconduct; and (b) pay any settlement amount or any court-ordered award of damages, under the forgoing subsections (a)(i) and (ii) to the extent arising from such Claim. 7.1.1. ServiceNow の義務 本契約 7 条の制限に従い、ServiceNow は、(a)顧客、ならびにその取締役、役員および従業員を、(i)本契約に従ってアクセスまたは使用されたServiceNow コアテクノロジーが、第三者の特許、著作権もしくは商標を侵害することまたは第三者の営業秘密を不正利用することに起因する請求、または、(ii)ServiceNow の人員が、過失または故意により、顧客の施設内で、死亡、傷害、または個人の有形の財産に重大な損害を引き起こしたこと、に起因する請求から保護し、および、(b) 当該請求によって生じる範囲において、上記(a)(i) および(ii)において、和解金または判決により決定された損害賠償を支払うものとします。
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SERVICENOW OBLIGATION. Subject to the limitations in this Section 7, ServiceNow will: (i) to the extent alleging that any ServiceNow Core Technology accessed or used in accordance with this Agreement infringes any third-party patent, copyright, or trademark, or misappropriates any third-party trade secret; or (ii) to the extent alleging that ServiceNow’s personnel when onsite at Customer’s premises caused death, bodily harm, or damage to tangible personal property due to their negligence or willful misconduct; and (b) pay any settlement amount or any court-ordered award of damages, under the forgoing subsections (a)(i) and (ii) to the extent arising from such Claim.
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SERVICENOW OBLIGATION. As used in this Section 9, “ServiceNow” and “Participant,” when used in the context of a party entitled to defense, shall include that party’s board of directors, officers, employees and subcontractors. “Claim” shall mean any suit, claim, action or demand made by a third party. ServiceNow shall defend Participant against any Claim solely to the extent alleging that Participant’s non-production use of a Partner Instance pursuant to and in accordance with the license grants of Section 4.1 (Partner Instances) directly infringes any valid patent, copyright or trademark of a third party, and pay any court-ordered award of damages, settlement amount and reasonable attorneys’ fees, solely to the extent such damages are based on such allegations. Program Terms, when applicable, may specify additional types of Claims which ServiceNow shall defend and settle, subject to and in accordance with this Section 9.
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SERVICENOW OBLIGATION. Subject to and in accordance with Section 9 (Third-Party Claims) of the Agreement, ServiceNow shall: (a) defend Participant and its officers, directors, and employees against any Claim: (i) to the extent alleging that any ServiceNow Core Technology accessed or used in accordance with these Program Terms infringes any third-party patent, copyright, or trademark, or misappropriates any third-party trade secret; or (i) to the extent alleging that ServiceNow’s personnel when onsite at Participant’s premises caused death, bodily harm, or damage to tangible personal property due to their negligence or willful misconduct; and (b) pay any settlement amount or any court-ordered award of damages to the extent arising from such Claim. ServiceNow’s obligations under this Section 6.1.1 are subject to conditions and limitations of Section 9 (Third-Party Claims) of the Agreement and Sections 6.1.2 (Mitigation) and 6.1.3 (Limitations) of these Program Terms. Section 7 (Limited Liability) and Section 8 (Excluded Damages) of these Program Terms shall not apply to liability or damages arising under this Section 6.1.1.‌
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Related to SERVICENOW OBLIGATION

  • Valid Obligation Notes issued on the registration of transfer or exchange of Notes will be the valid obligations of the Issuer, evidencing the same debt, and have the same benefits under this Indenture as the Notes surrendered for registration of transfer or exchange.

  • ▇▇▇▇▇ OBLIGATIONS A ▇▇▇▇▇▇▇'s acceptance of funds directly under the Grant or indirectly through a subaward acts as acceptance of the authority of the State, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. In accordance with the legislative audit committee, DFPS can request any documentation, at any time, to be sent to DFPS to a location DFPS chooses. Examples of documentation that DFPS may request include, but are not limited to: 1. Participant files in their entirety. This includes, but is not limited to: a. Progress notes. b. Action plans. c. Registration forms. d. Surveys. e. Sign-in sheets. f. Monthly tracking forms.

  • One Obligation The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

  • ENTERPRISE SERVICES’ OBLIGATION In the event that Enterprise Services receives a public records disclosure request pertaining to records that Contractor has submitted and marked either as (a) statutorily exempt from disclosure; or (b) sensitive, Enterprise Services, prior to disclosure, will do the following: Enterprise Services’ Public Records Officer will review any records marked by Contractor as statutorily exempt from disclosure. In those situations, where the designation comports with the stated statutory exemption from disclosure, Enterprise Services will redact or withhold the record(s) as appropriate. For records marked ‘sensitive’ or for records where Enterprise Services determines that no statutory exemption to disclosure applies or is unable to determine whether the stated statutory exemption to disclosure properly applies, Enterprise Services will notify Contractor, at the address provided in the Contract, of the public records disclosure request and identify the date that Enterprise Services intends to release the record(s) (including records marked ‘sensitive’ or exempt from disclosure) to the requester unless Contractor, at Contractor’s sole expense, timely obtains a court order enjoining Enterprise Services from such disclosure. In the event Contractor fails to timely file a motion for a court order enjoining such disclosure, Enterprise Services will release the requested record(s) on the date specified. Contractor’s failure properly to identify exempted or sensitive information or timely respond after notice of request for public disclosure has been given shall be deemed a waiver by Contractor of any claim that such records are exempt or protected from public disclosure.

  • Independent Obligation The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor or the Borrower and whether or not any other Guarantor or the Borrower is joined in any such action or actions.