BY CBS Sample Clauses

BY CBS. To the extent permitted by law, CBS will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other holder selling securities under such registration statement or any of such other holder's partners, directors or officers or any person who controls such holder within the meaning of the Securities Act or the 1934 Act, against any losses, claims, damages or liabilities to which the Company or any such director, officer, controlling person, underwriter or such holder, partner or director, officer or controlling person of such other holder may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by CBS expressly for use in connection with such registration; and CBS will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other holder, partner, officer, director or controlling person of such other holder in connection with investigating or defending any such loss, claim, damage, liability or action, as incurred; PROVIDED, HOWEVER, that the indemnity agreement contained in this subsection 3.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of CBS (which consent shall not be unreasonably withheld); and PROVIDED FURTHER, that the total amounts payable in indemnity by CBS under this Section 3.9(b) in respect of any Violation shall not exceed the net proceeds received by CBS in the registered offering out of which such Violation arises.
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BY CBS. CBS hereby represents and warrants to Entercom that:
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BY CBS. CBS hereby represents and warrants that:
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BY CBS. CBS shall indemnify, defend, and hold Entercom and its officers, directors, partners, employees, and Affiliates harmless from, against and with respect to any and all items of Loss incurred, suffered, sustained, or required to be paid by any of them and resulting from, related to or arising out of: (a) any breach of any of the covenants, representations, or warranties made by CBS in or pursuant to this Agreement, or in any agreement, document, or instrument executed and delivered pursuant hereto; (b) any failure by CBS to perform or observe, or to have performed or observed, in full, any covenant, agreement, or condition to be performed or observed by it pursuant to this Agreement or in any agreement, document, or instrument executed and delivered by or on behalf of it pursuant hereto; or (c) CBS's operation or ownership of the Station Assets after the Adjustment Time; or (d) any obligations under any Contracts or Leases assumed by CBS under Section 3.1 hereof.
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BY CBS. CBS shall provide to ASI a reasonable level of support by telephone and facsimile during its regular business hours by personnel familiar with the CBS Licensed Materials to answer questions, furnish information and render assistance to ASI in the use of the CBS Licensed Materials and to assist ASI to resolve problems in the CBS Licensed Materials.
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BY CBS. CBS covenants, to its Knowledge, that: (i) it shall own the CBS Enhancements, if any, delivered to Autotote and ASI hereunder, including all intellectual property rights therein under copyright, patent, trademark, trade secret, and other applicable law; and (ii) the CBS Enhancements (except to the extent such infringement or violation is due to modifications or enhancements made by Autotote or ASI subsequent to the delivery thereof or due to combination, operation or use of the CBS Enhancements with other software) shall not infringe or otherwise violate any patent, copyright or trade secret of any third party anywhere in the world.
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BY CBS. CBS shall, for ten (10) years from the date of Closing, jointly and severally indemnify and hold Autotote and ASI harmless from and against all claims, suits, demands, actions, judgments, penalties, damages, costs and expenses (including reasonable attorney's fees and costs), losses or liabilities of any kind arising from (i) a claim that the CBS Enhancements (but not the CBS Licensed Software or any other part of the CBS Licensed Materials) infringe a patent, copyright or other intellectual property right of any other person anywhere in the world (except to the extent such infringement or violation is due to modifications or enhancements by Autotote or ASI subsequent to the delivery thereof or due to combination, operation or use of the CBS Enhancements with other software) or (ii) a breach by CBS of the representations or warranties set forth in Paragraphs 5.02(b) or 5.03(b) of this Agreement; provided that Autotote and ASI shall (i) promptly notify CBS in writing of and keep CBS advised with respect to any such claim of infringement; (ii) provide to CBS all available information, assistance and authority to defend; and (iii) shall be given sole control of the defense (including the right to select counsel) and the sole right to compromise and settle such suit or proceeding, except that Autotote shall have the right to approve any settlement offer made by or to CBS that would impose substantial hardship on Autotote and ASI hereunder.
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BY CBS. CBS shall indemnify, defend, and hold Entercom and its officers, directors, partners, employees, and Affiliates harmless from, against, and with respect to any and all loss, damage, claim, obligation, assessment, cost, liability, and expense (including, without limitation, reasonable attorneys' fees and costs and expenses incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) of any kind or character (a "Loss") (including without limitation the loss of any of the Authorizations resulting from any failure by the Commission to renew such Authorizations as a result of events occurring 31 36 prior to the Closing Date) incurred, suffered, sustained, or required to be paid by any of them and resulting from, related to or arising out of: (a) any breach of any of the covenants, representations or warranties made by CBS in or pursuant to this Agreement, or in any agreement, document, or instrument executed and delivered pursuant hereto; (b) any failure by CBS to perform or observe, or to have performed or observed, in full, any covenant, agreement, or condition to be performed or observed by it pursuant to this Agreement or in any agreement, document, or instrument executed and delivered by or on behalf of it pursuant hereto; (c) any and all obligations of CBS, except for obligations assumed or required to be assumed by Entercom under the terms of this Agreement or in the Time Brokerage Agreement; (d) the operation or ownership of the Assets prior to the Adjustment Time by CBS and its Affiliates, except for obligations and liabilities assumed by Entercom under the Time Brokerage Agreement; or (e) Closing by Entercom and/or any of its Affiliates prior to the grants of the Assignment Applications becoming Final Orders, if the failure of the grants of the Assignment Applications to become Final Orders is attributable to any issue raised regarding CBS or any of its Affiliates.
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BY CBS. CBS shall indemnify, defend, and hold Entercom and its officers, directors, partners, employees, and Affiliates harmless from, against, and with respect to any and all loss, damage, claim, obligation, assessment, cost, liability, and expense (including, without limitation, reasonable attorneys' fees and costs and expenses incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) of any kind or character (a "Loss") (including without limitation the loss of any of the Authorizations resulting from any failure by the Commission to renew such Authorizations as a result of events occurring prior to the Closing Date) incurred, suffered, sustained, or required to be paid by any of them and resulting from, related to or arising out of: (a) any breach of any of the covenants, representations or warranties made by CBS in or pursuant to this Agreement, or in any agreement, document, or instrument executed and delivered pursuant hereto; (b) any failure by CBS to perform or observe, or to have performed or observed, in full, any covenant, agreement, or condition to be performed or observed by it
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Related to BY CBS

  • By Company To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders.

  • By Client Client agrees to indemnify, defend and hold Agency, its officers, directors, employees, agents, attorneys, subsidiaries, affiliated companies, parent companies, representatives, and successors and assigns, harmless from and against all Losses to the extent such Losses arise out of or are primarily related to (i) the negligent or wrongful acts, errors, or omissions of Client or its employees, agents affiliates, assigns or any creditor or prior account holder, or the employees or agents of any of them, in connection with this Agreement, including but not limited to errors or omissions in connection with information furnished by Client to Agency concerning a Referred Account, or (ii) any collection effort by Client or any other collection agency as to a Referred Account.

  • By Consultant (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or, (ii) If the Company ceases business or, other than in an Initial Merger, sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or, (iii) If the Company subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of, including but not limited to the obligation to pay the Initial Fee, the Transaction fee, or the Consulting Fee; or, (iv) If the Company subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or, (v) If any of the disclosures made herein or subsequent hereto by the Company to Consultant are determined to be materially false or misleading. In the event Consultant elects to terminate without cause or this Agreement is terminated prior to the expiration of the Primary Term or any Extension Period by mutual written agreement, or by the Company for the reasons set forth in A(i) and (ii) above, the Company shall only be responsible to pay Consultant for unreimbursed expenses, Consulting Fee and Transaction Fee accrued up to and including the effective date of termination. If this Agreement is terminated by the Company for any other reason, or by Consultant for reasons set forth in B(i) through (v) above, Consultant shall be entitled to any outstanding unpaid portion of reimbursable expenses, Transaction Fee, if any, and for the remainder of the unexpired portion of the applicable term (Primary Term or Extension Period) of the Agreement.

  • By Each Party Each party represents, warrants, and covenants to the other party that: (a) such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and (d) such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement.

  • By Contractor Should the Contractor be liable for any payments to the State hereunder, interest, late payment charges and collection fee charges will be determined and assessed pursuant to Section 18 of the State Finance Law.

  • By Either Party Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.

  • By Seller Subject to the terms and conditions of this Article IX, Seller covenants and agrees to defend, indemnify and hold harmless Buyer, its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Buyer Indemnitees") from and against, and pay or reimburse Buyer Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) Any misrepresentation or breach of any warranty of Seller contained in this Agreement; provided that any claim for indemnification by Buyer under this clause (i) may be made no later than 18 months from and after the Closing Date, excepting only that any claim for misrepresentation or breach of warranty under Sections 3.6, 3.10(a), 3.18(a), 3.19 and 3.21 may be made no later than a date thirty days from and after the expiration of the period of the applicable statute of limitations; (ii) any failure of Seller to perform any covenant or agreement made or contained in this Agreement or fulfill any obligation in respect thereof; (iii) any Excluded Liabilities; (iv) any and all Benefit Liabilities in respect of Employees except, with respect to Transferred Employees, to the extent assumed by Buyer pursuant to Article VII; and (v) any product liability claim with respect to products manufactured by Seller and sold prior to the Closing. Seller shall not be required to indemnify Buyer Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described in clauses (i) and (v) above pursuant to this Section unless and until the aggregate amount of all claims against Seller exceeds $270,000 and then only to the extent such aggregate amount exceeds $270,000. Claims thereafter may be asserted regardless of amount. Seller's maximum liability to Buyer Indemnitees under clauses (i) and (v) of this Section shall not exceed $13,750,000.

  • By Licensor Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.

  • By You You may cancel this policy at any time by giving us written notice or returning the policy to us and stating when thereafter the cancellation is to be effective.

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third- party claim.

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