Act Obligations Sample Clauses

Act Obligations. ACT hereby agrees to defend and indemnify BioTransplant against, and hold BioTransplant harmless from third party claims resulting in any loss, cost, liability or expense (including court costs and reasonable fees of attorneys and other professionals) arising out of or in connection with any breach of ACT's representations and warranties in Section 5.1.2 or ACT's use or sale of Device or a product containing Device or ACT's manufacture, shipment or handling of Device, excluding any loss, cost, liability or expense covered by Section 5.3.1 or resulting from a breach of this Agreement or negligence or willful misconduct by BioTransplant, provided that (i) ACT shall have sole control of such defense though BioTransplant, in its discretion, may participate in such defense through attorneys of its choice at its cost; (ii) BioTransplant does not settle any claim without ACT's prior written consent; and (iii) BioTransplant shall provide notice promptly to ACT of any actual or threatened claim of which BioTransplant becomes aware. In the event of any such claim, BioTransplant shall provide ACT, at ACT's expense, information and assistance as ACT may reasonably request for purposes of defense of such claim. 11 5.

Act Obligations. Insofar as it relates to or affects the Combining Genzyme Businesses, effectuate a "plant closing" or "mass layoff," as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988;

Act Obligations. 5.1 The Act agrees as follows: 5.1.1 The Act warrants that the Event Staff have the necessary skill(s) and experience to perform the Act’s service(s) i. To provide the Act service(s) promptly and with all due skills, care, and diligence including that the service(s) shall be performed with the highest standards by appropriately experienced and skilled Event Staff; 5.1.2 To devote such level of personnel resources, technical resources, equipment, and materials to the performance of the service(s) as are required, to meet any timeframes, deadlines and work levels; 5.1.3 To notify the Agent in no less than 7 days of event date as defined in Event Schedule if the Act is unable to provide any part of their service(s). 5.1.4 To warrant that Event Staff take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, to the indemnify and keep indemnified the Agent from all and any liabilities, obligation, costs, and expenses whatsoever arising from any loss, damage, or injury caused, to the Company or any third party by the wilful or negligent default of Event Staff in complying with this obligation; 5.2 Nothing in this Agreement shall render any Event Staff an employee of either the Agent or of any Venue (if applicable). The Act shall ensure that none of the Event Staff holds him or herself out as an employee of either the Agent or of any Venue (if applicable) 5.3 Responsibility for parking and security of vehicles or other motor transport belonging to or used by the Act or Event Staff, shall remain at all times with the Act and/or Event Staff. The Act or Event Staff is solely responsible for any loss, damage, or claims associated with Event Staff operating a motor vehicle, and shall indemnify and hold harmless the Agent from any loss, damage, or claim arising out of Event Staff operating a motor vehicle. 5.4 For the avoidance of doubt, it is declared that the Act shall bear the cost of any training that the Event Staff may require in order performing the Service(s). 5.5 The Act shall not (and shall procure that its Event Staff shall not) for the duration this Agreement, without going through the Agent, directly or indirectly solicit the Venue for the supply of any services and shall refrain from dealing with the Venue other than to perform the Services under this Agreement. 5.6 For the avoidance of doubt, it is declared that the Act shall bear the cost for PLI (Public Liberty Insurance) certificate...