By Alliance Sample Clauses

By Alliance. Alliance represents, warrants and covenants to Customer that it will provide the Services in accordance with professional standards of conduct generally applicable to conformity assessment organizations. Customer agrees that Alliance will not have any responsibility other than to exercise reasonable skill, care and diligence in the performance of the Services.
Sample 1Sample 2
AutoNDA by SimpleDocs
By Alliance. Notwithstanding Alliance's right to indemnification in the License Agreement, Alliance will indemnify and hold HMRI harmless against any and all liability, damages, losses, costs or expenses ("Liability") resulting from any Third Party claims made or suits brought against HMRI to the extent such Liability arises from Alliance's failure to comply with the Specifications, Alliance's gross negligence or willful misconduct in the manufacture, storage, handling or shipping of Material or Alliance's breach of any express warranty set forth in Article 6 hereof.
Sample 1Sample 2
By Alliance. Alliance shall give prompt notice to Liquid of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Alliance to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3(a) or 6.3(b) would not be satisfied.
Sample 1Sample 2
By Alliance. Alliance hereby covenants and agrees to protect, defend, indemnify and hold harmless Medical Facility, its legal representatives, employees, agents, officers, affiliates and assigns, and each of them, from and against any claim, loss, damage, cost, expense or liability, including but not limited to reasonable attorneys' fees, arising out of or related to the breach of this Agreement for failure to perform Services and/or dispose of waste pursuant to Section 1.9. Alliance shall only be liable to Medical Facility for incidental or consequential damages arising out of or related to any act or omission of Alliance and Alliance makes no warranty, express or implied, other than such warranties as expressly described in this Agreement. This indemnification shall survive indefinitely.
Sample 1
By Alliance. At such time as Promoter Member ceases being an Alliance member for any reason, Alliance shall, and shall cause all other Alliance members to, return to Promoter Member or destroy all Confidential Information of Promoter Member, and return hardware and software (including, without limitation, simulations, field trial units, programs and test equipment) of Promoter Member in its/their possession and all copies thereof and will, at the request of Promoter Member, certify in writing such return or destruction. In such event, Alliance shall have no further right to use any such Confidential Information of Promoter Member for any purpose after this Agreement is so terminated.
Sample 1

Related to By Alliance

  • Conduct of Research The Parties shall use Diligent Efforts to conduct their respective tasks, as assigned under the Research Plan, throughout the Mode of Action Program and shall conduct the Mode of Action Program in good scientific manner, and in compliance in all material respects with the requirements of applicable laws, rules and regulations and all applicable good laboratory practices to attempt to achieve their objectives efficiently and expeditiously.

  • No Rights in Third Parties This Agreement does not create any rights in, or inure to the benefit of, any third party except as expressly provided herein.

  • No Third Party Rights Created This contract is intended for the benefit of the City and the Contractor and not any other person.

  • No Third Parties Benefited This Agreement is made and entered into for the sole protection and legal benefit of the Company, the Banks, the Agent and the Agent-Related Persons, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents.

  • Persons Having Rights under this Agreement Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

  • Acquisition of Stock by Third Party Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities;

  • No License Granted Confidant acknowledges and agrees that all rights in and to Confidential Information are and shall remain the sole property of City, and Confidant agrees that it shall not contest or challenge any of City’s rights in or to any Confidential Information. Nothing in this Agreement obligates, or shall be deemed to obligate, City to provide, disclose, or deliver any Confidential Information.

  • No Third Parties Benefitted This Agreement is made and entered into for the sole protection and legal benefit of the Company, the Banks, the Agent and the Agent-Related Persons, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents.

  • Allocation of Registration Opportunities In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

  • License Granted Subject to the terms and conditions of this Agreement and in consideration of Licensee’s obligation to pay monetary fees as outlined in Schedule A, such fees which may be adjusted from time to time by mutual written consent of the parties, Licensor hereby grants, and Licensee hereby accepts, a worldwide, non-exclusive, non-transferable, irrevocable, perpetual right and licence, to use the Software and all related documentation for use in sports related mobile apps. Licensor also grants permission to Licensee to make and create customizations, updates or corrections to the Software. The parties agree that Licensor shall continue to own all right, title and interest in and to the Software and all intellectual property rights embodied therein or related thereto including, but not limited to, the source and object codes and any customizations, updates and corrections to the Software. Except as expressly provided herein, no intellectual property rights are granted to Licensee by implication, estoppel, or otherwise. Licensee will safeguard the Software and its related materials with that degree of normal due care commensurate with reasonable standards of industrial security for the protection of trade secrets and proprietary information so that no unauthorized use is made of them and no disclosure of any part of their contents is made to anyone other than Licensee’s employees, agents or consultants whose duties reasonably require such disclosure, or as necessary in the ordinary course of business. Licensee shall make all such persons fully aware of their responsibility to fulfill the obligations of Licensee under this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!