By Xxxxx. 7.2.1.1 Frontier will provide an appropriate EMI record to Xxxxx; and
By Xxxxx. (a) (i) the Facility conforms to Schedule B; (ii) the Facility has achieved “Substantial Completion” (or equivalent term(s) meaning completion in all material respects, except punch list items that do not adversely affect the ability of the Facility to operate as intended) under its engineering, procurement and construction contract (or, if the Facility does not have a single engineering, procurement and construction contract, under each of the subcontracts that together aggregate the scope of an engineering, procurement and construction contract) at a Nameplate Capacity equal to at least the COD Capacity Threshold and a Storage Nameplate Capacity equal to at least the Storage COD Capacity Threshold and, since such achievement, no event or circumstance has occurred and is continuing that causes any of the criteria for such achievement to cease to be satisfied; (iii) without limiting the foregoing, Inverter Block Units aggregating a Nameplate Capacity equal to at least the COD Capacity Threshold are installed on the Facility Site as part of the Facility, have achieved Commissioning and, since Commissioning thereof, no event or circumstance has occurred and is continuing that causes any of the criteria for Commissioning thereof to cease to be satisfied; and (iv) any other studies and testing of the Facility required pursuant to the Electric Interconnection Agreement, other Project Documents (including agreements with Lenders) or applicable Laws (including Governmental Approvals) for the commencement of commercial operation have been successfully performed and completed;
By Xxxxx. XXXXX agrees to defend ONYX, its Affiliates and their respective directors, officers, employees and agents (the “ONYX Indemnified Parties”) at XXXXX’x cost and expense, and will indemnify and hold ONYX and the other ONYX Indemnified Parties harmless from and against any Losses to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the negligence or willful misconduct of XXXXX, its Affiliates, or their respective Sublicensees in connection with its activities under this Agreement, (b) the material breach of this Agreement or the representations, warranties and covenants made hereunder by XXXXX, or (c) the Exploitation of any Product by or on behalf of XXXXX, its Affiliates, or their respective Sublicensees (including from product liability and intellectual property infringement claims); except, in each case, to the extent such Losses result from clause (a), (b) or (c) of Section 7.1.1 (By ONYX). In the event of any such claim against the ONYX Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) ONYX promptly notifying XXXXX in writing of the claim (provided, however, that any failure or delay to notify shall not excuse any obligation of XXXXX except to the extent XXXXX is actually prejudiced thereby), (y) ONYX granting XXXXX shall sole management and control, at XXXXX’x sole expense, the defense of the claim and its settlement (provided, however, that XXXXX shall not settle any such claim without the prior written consent of ONYX if such settlement does not include a complete release from liability or if such settlement would involve ONYX undertaking an obligation (including the payment of money by an ONYX Indemnified Party), would bind or impair an ONYX Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of ONYX or this Agreement is invalid, narrowed in scope or unenforceable), and (z) the ONYX Indemnified Parties reasonably cooperating with XXXXX (at XXXXX’x expense). The ONYX Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.
By Xxxxx. Xxxx’x shall defend, indemnify and hold harmless The Lion and all of its principals, directors, officers, employees, and subsidiaries from and against any and all Claims and Damages to the extent arising out of (i) the improper storage, handling or alteration of the Products after delivery to Xxxx’x or Xxxx’x designee, (ii) any defect arising out of or related to the design, formula, recipe, warnings or any other type of defect (except for defects arising out of or related to The Lion’s manufacturing, packaging, or handling of the Products before delivery to Xxxx’x or Xxxx’x designee), (iii) any recipe, formulation, process, brewing ingredient, packaging material (other than bottles) or other materials supplied by Xxxx’x, (iv) any allegation that The Lion’s use of the Trademarks or any recipe, formulation, process, brewing ingredient, packaging material, know-how, technology or other intellectual property provided by Xxxx’x infringes or misappropriates the intellectual property rights or trade secrets of any person; or (v) Xxxx’x negligence or willful misconduct.
By Xxxxx. Xxxxx will indemnify, defend and hold harmless Customer from all losses, costs and expenses (collectively “Damages”) required to be paid by Customer to an unaffiliated third party as a result of any claim, demand, suit or action (each a “Claim”) by such unaffiliated third party alleging that Customer’s use of the SaaS Services infringes the intellectual property rights of such third party (except that Xxxxx will have no indemnification obligation with respect to any infringement arising from the combination of the SaaS Service with other products or services not provided by Xxxxx; or resulting from Customer Data, Customer Confidential Information or Excluded Data). If the SaaS Services are, or in Robin’s determination are likely to be, subject to any such Claim regarding intellectual property rights, or if Customer’s or any Customer User’s use of the SaaS Services is enjoined or threatened to be enjoined, Xxxxx xxx, at its option (a) obtain the right for Customer or such Customer User(s) to continue to use the SaaS Services materially as contemplated by this Agreement, (b) modify or replace the SaaS Services so as to make them non-infringing, or (c) if neither (a) nor
By Xxxxx. Xxxxx may terminate this Agreement effective as of December 31st of any year during the Term of this Agreement for any reason, by giving the Boards of Directors of the Corporation and the Bank written notice thereof on or before December 1st of such year. If Xxxxx terminates this Agreement pursuant to this subparagraph, FNB shall be under no obligation to pay any Compensation or provide any Benefits to Xxxxx following the effective date of such termination, except that FNB shall remain liable to pay the Compensation and Benefits which have accrued but which remain unpaid or unfurnished as of the effective date of such termination.
By Xxxxx. 5.1.1 Except as otherwise specifically set forth in an SOW, Xxxxx will indemnify, defend, and hold harmless Client for any damages (and related attorney’s fees) awarded by a court in favour of any third party alleging that Deliverables infringe or misappropriate any third party intellectual property rights, including any patent, copyright, trademark, or trade secret, in the country(s) of provision of Deliverables under a SOW (“Infringement Claim”).
By Xxxxx. Xxxxx hereby represents and warrants as follows:
By Xxxxx. Within [***] of the Effective Date, Northern shall mandate its patent attorneys ([***], and [***]) to provide Xxxxx, at Xxxxx’x cost, with copies of the complete prosecution files for all patents and patent applications listed on Exhibit X. Xxxxx shall be solely responsible for the preparation, prosecution (including any interferences, oppositions, reissue proceedings and reexaminations) and maintenance of the Northern Patent Rights, and all filing, prosecution, and maintenance decisions with respect to the Northern Patent Rights shall be made by Xxxxx, provided Northern shall retain the right to give comments to Xxxxx on material aspects of those activities. Xxxxx shall be responsible for all its costs incurred for such preparation, prosecution and maintenance. Each Party shall provide to the other Party copies of any papers relating to the filing, prosecution or maintenance of Northern Patent Rights promptly upon receipt. Northern shall not take any action with respect to the prosecution or maintenance of any Northern Patent Rights without the prior written consent of Xxxxx, except as contemplated by Section 5.2(b). In addition to the foregoing, promptly following the Effective Date, Xxxxx and Northern shall use reasonable best efforts to work together to prepare and file, where permitted under applicable laws and regulations, continuation applications, divisional applications or such other applications or filings related to the Northern Patent Rights that claim solely Other Compounds and their uses (such applications or filings and any patents issuing therefrom are the “OC Patents”). Xxxxx shall pay the first [***] dollars ($[***]) in out-of-pocket expenses incurred in connection with the preparation and filing of such patent applications and filings and thereafter the Parties shall [***] such costs and expenses. The OC Patents shall not be included in the Northern Patent Rights for any other purposes under this Agreement. For avoidance of doubt, as between the Parties, Northern and its designees shall have sole authority to pursue the further prosecution, maintenance and enforcement of the OC Patents. Furthermore, in an identical fashion, following the Effective Date, Xxxxx and Northern shall use reasonable best efforts to work together, at Xxxxx’x sole expense, to prepare and file, where permitted under applicable laws and regulations, continuation applications, divisional applications or such other applications or filings related to the Northern Pate...
By Xxxxx. Xxxxx, solely as to itself, represents, warrants, and covenants to FNW/FGI the following:
