By AEC Sample Clauses

By AEC. 10.1.1 AEC warrants and represents for the benefit of Company as follows: (i) the services to be performed by AEC hereunder will be rendered in accordance with all requirements identified in this Agreement, (ii) AEC has all rights, licenses and authorizations required to enter into and perform this Agreement, and the performance of AEC's obligations pursuant to this Agreement will not violate any United States federal, state or municipal laws, rules, regulations or ordinances or the provisions of any agreement to which AEC is a party or by which AEC is bound; (iii) no Developed Technology or the exploitation or use thereof shall violate or infringe upon any common law or statutory rights of any party, including contractual rights, copyrights, and rights of privacy or publicity or shall defame any person or entity; and (iv) any invoices, reports and documentation to be delivered to Company hereunder will be complete and accurate to the best of AEC's knowledge.
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By AEC. AEC shall indemnify, hold harmless and defend Company and all of Company's members, employees, officers, directors and agents from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including reasonable attorneys' fees incurred, with or without suit, in arbitration or mediation, on appeal or in a bankruptcy or similar proceeding) (collectively, "Claims") threatened, asserted or filed by a third party against any of the aforesaid persons or entities to the extent that such third party Claims arise out of or relate to (i) the breach of any material warranty, representation or agreement made by AEC in this Agreement; or (ii) any grossly negligent or tortuous act, willful misconduct or willful omission by AEC; provided, however, that AEC shall not be liable for any errors, omissions or inaccuracies in the Databases, or the updates thereof unless caused by AEC's gross negligence or willful neglect. Furthermore, AEC shall not be liable for any delays or interruptions in the delivery, transmission or distribution of the Databases or the updates by reason of unavoidable equipment failure, communication circuit failure, power failure, Acts of God, government intervention, fire, flood, or other Acts beyond AEC's reasonable control. Claims arising from modifications by Company of the Databases or as a result of a failure by Company to implement any enhancements, improvements, or updates to the Databases as supplied by AEC, shall be deemed excluded from the indemnity under this paragraph 11.1.
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By AEC. AEC shall indemnify, hold harmless and defend COMPANY and all of COMPANY's employees, officers, directors and agents from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys' fees incurred, with or without suit, in arbitration or mediation, on appeal or in a bankruptcy or similar proceeding) (collectively, "Claims") threatened, asserted or filed by a third party against any of the aforesaid persons or entities to the extent that such third party Claims arise out of or relate to (i) the breach of any material warranty, representation or agreement made by AEC in this Agreement; or (ii) any grossly negligent or tortious act, willful misconduct or willful omission by AEC; provided, however, the foregoing indemnity obligation shall be binding if, and only to the extent that, the Claim at issue does not arise out of or relate to a matter in respect of which AEC is entitled to indemnification under Section 6.2 below.. and provided, further, that AEC shall not be liable for any errors, omissions or inaccuracies in the DATABASES, or the updates thereof unless caused by AEC's gross negligence or willful neglect. Furthermore, AEC shall not be liable for any delays or interruptions in the delivery, transmission or distribution of the DATABASES or the updates by reason of unavoidable equipment failure, communication circuit failure, power failure, Acts of God, government intervention, fire, flood, or other Acts beyond AEC's reasonable control. Any COMPANY modification of the DATABASES or any failure by COMPANY to implement any enhancements, improvements, or updates to the DATABASES as supplied by AEC shall void the indemnity under Section 6.1 of this Agreement
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By AEC. AEC shall indemnify, hold harmless and defend B&N and all of B&N's employees, officers, directors and agents from and against any and all subpoenas served, and/or claims threatened, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys' fees incurred, with or without suit, in arbitration or mediation, on appeal or in a bankruptcy or similar proceeding) (collectively, "Claims") threatened, asserted or filed by a third party against any of the aforesaid persons or entities to the extent that such third party Claims arise out of or relate to (i) the breach of any material warranty, representative or agreement made by AEC in this Agreement; or (ii) any grossly negligent or tortious act, willful misconduct or willful omission by AEC; provided, however, the foregoing indemnity obligation shall be binding if, and only to the extent that, the Claim at issue does not arise out of or relate to: (a) a matter in respect of which AEC is entitled to indemnification under Section 16(b) below, or (b) the Product Availability File.
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Related to By AEC

  • By Both Parties Each Party hereby represents, warrants and covenants to the other Party as of the Effective Date as follows:

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • By Either Party Either party may terminate this Agreement for convenience at any time effective after the first (1st) anniversary of the Installation Date by providing ninety (90) days' prior written notice to the other party at any time thereafter.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, the REGENXBIO Licensors, and their respective shareholders, members, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: [*]; provided, however, that Licensee shall not be liable for claims to the extent based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:

  • By Licensor Licensor represents and warrants that:

  • No Action Unless Specifically Authorized The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with (i) the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) the other Basic Documents to which the Issuer or the Owner Trustee is a party and (iii) any document or instruction delivered to the Owner Trustee pursuant to Section 6.03. In particular, the Owner Trustee shall not transfer, sell, pledge, assign or convey the 20[__]-[__] SUBI Certificate except as specifically required or permitted by the Basic Documents.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • No Stop Orders, Requests for Information and No Amendments (i) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending or are, to the knowledge of the Company, threatened by the Commission, (ii) no order suspending the qualification or registration of the Offered Securities under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before or threatened or contemplated by the authorities of any such jurisdiction, (iii) any request for additional information on the part of the staff of the Commission or any such authorities shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to the Representative and the Representative did not object thereto in good faith, and the Representative shall have received certificates, dated the Closing Date and the Option Closing Date and signed by the Chief Executive Officer or the Chairman of the Board of Directors and the Chief Financial Officer of the Company in their capacities as such, and not individually, (who may, as to proceedings threatened, certify to their knowledge), to the effect of clauses (i), (ii) and (iii).

  • No Notice of Infringement To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received notice from any third party that the operation of the business of the Company or any of its Subsidiaries or any act, product or service of the Company or any of its Subsidiaries, infringes or misappropriates the Intellectual Property of any third party or constitutes unfair competition or unfair trade practices under the laws of any jurisdiction.

  • Conduct of Research Program Each Party:

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