By ACS Sample Clauses

By ACS. ACS shall indemnify and hold the Trust, each affiliate of the Trust, the Fund, and the Trustees, officers and employees of the Trust and each harmless from and against any and all Losses arising out of or attributable to: (a) ACS’s or its agent’s refusal or failure to comply with the provisions of this Agreement or applicable law or with instructions properly given hereunder; (b) ACS’s or its agent’s performance of or failure to perform the Administrative and Shareholder Services; (c) the bad faith, negligence or willful misconduct of ACS or its agent; (d) ACS’s or its agent’s furnishing to any Wrap Program any materially inaccurate, misleading or untimely information regarding the Fund or the Shares through no fault of the Trust, its agent, or the Fund; or (e) the breach of any representation or warranty of ACS hereunder, in each case except to the extent such Losses arise out of or are attributable to another party’s breach of any provision of this Agreement or the bad faith, negligence or willful misconduct of another party in performing its obligations hereunder.
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By ACS. ACS may terminate the employment of Executive at any time during the Term of this Agreement, with or without Cause (as defined in Section 11.11.1 of this Agreement), upon the giving of written Notice to Executive of such termination in accordance with this Agreement. In the event of termination for Cause, the Company must specify the reasons for the termination in the written Notice provided to Executive.
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By ACS. ACS represents that: (1) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (2) it has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, (3) the execution, delivery and performance of this Agreement has been duly authorized by ACS, and (4) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement.
Sample 1
By ACS. ACS may reschedule delivery of shipments of Products covered by any purchase order as follows: (a) for Products due to be delivered less than ninety (90) days from the date Prima Pharm receives ACS's notice of rescheduling, any such rescheduling must be mutually agreed; (b) for Products due to be delivered between ninety (90) and one hundred twenty (120) days from the date Prima Pharm receives ACS's notice of rescheduling. ACS may reschedule delivery therefor one (1) time, subject to Paragraph 5.9.2; provided, however, that if after rescheduling delivery of such Products once, ACS again wishes to reschedule delivery, Prima Pharm must consent thereto; and (c) for Products due to be delivered more than one hundred twenty (120) days after the date Prima Pharm receives ACS's notice of rescheduling, subject to Paragraph 5.9.2, ACS shall be free to reschedule such delivery at any time, provided that Prima Pharm must consent to any delivery rescheduled to occur within ninety (90) days of such notice of rescheduling.
Sample 1
By ACS. Subject to Paragraph 7.6.3, ACS shall indemnify, defend, and hold Prima Pharm, its directors, officers, employees, and agents harmless from and against all liabilities, damages, (including personal injury and property damage) expenses, and costs (including reasonable attorney's and other professional fees) resulting from personal injury, property damage, or any other loss irrespective of the theory of liability, relating to or arising from the use or sale of Products by ACS, its Affiliates, sublicenses, or distributors, unless and to the extent such injury or damage is attributable to the acts or omissions of Prima Pharm, or results from a breach of the representations and warranties under this Article 7 by Prima Pharm.
Sample 1

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