By Century Sample Clauses

By Century. Century agrees to defend CDI, its Affiliates and their respective directors, officers, employees, consultants and agents at Century’s cost and expense, and shall indemnify and hold harmless CDI and its Affiliates and their respective directors, officers, employees, consultants and agents from and against any liabilities, losses, costs, damages, fees or expenses arising out of any Third Party (excluding any Affiliate) claim, suit, action or demand relating to (a) any breach by Century of any of its representations, warranties or obligations pursuant to this Agreement, (b) personal injury, property damage or other damage resulting from the Exploitation of Licensed Products in the Field within the Territory by or on behalf of Century or its Affiliates or Sublicensees or (c) the willful misconduct or grossly negligent acts of Century, its Affiliates, subcontractors, licensee or Sublicensees (excluding CDI and its Affiliates as licensees or Sublicensees of Century hereunder); excluding, in each case (a), (b) and (c), any damages or other amounts for which CDI has an obligation to indemnify Century pursuant to Section 8.2, as to which damages or amounts each Party shall indemnify the other to the extent of their respective liability for such damages or amounts.

By Century. Century, its Affiliates and its Sublicensee(s) will, at all times during the Term of this Agreement and thereafter, indemnify, defend and hold harmless CDI, WXXX, the Mxxxxxxxx Institute for Research, the WiCell Research Institute, and the University of Wisconsin (the “University”), and their respective trustees, directors, officers, shareholders and employees (including without limitation any inventors of the Licensed Patent Rights) against all liabilities, demands, damages, settlements, suits, claims, proceedings, costs and expenses, including legal expenses and reasonable attorney’s fees, arising out of or relating to the death of or injury to any person or persons or any damage to property, due to the sale, marketing, use, or manufacture of Licensed Products or Developments. CDI at all times reserves the right to select and retain counsel of its own to defend CDI’s interests in any such proceeding.

By Century. In addition to any other documents or instruments to be delivered by Century to PHI, Century shall, on the Closing Date: (a) deliver the Purchase Price in immediately available funds; (b) deliver the certificates required by Sections 9.3 and 9.4; (c) deliver the legal opinion required by Section 9.5; and (d) provide any such other proof or indication of satisfaction of the conditions set forth in Section 9 as PHI may reasonably request.

By Century. If the Average NMS Closing Price is less than $46.50, then Century may terminate this Agreement; or

By Century. If (i) the Average NMS Closing Price is less than $54.25, and (ii) Bancshares' Average NMS Closing Price is more than ten (10) percent lower than the average of the NMS Closing Price of an index of selected, publicly traded, peer group, commercial banking institutions in Ohio, Pennsylvania and West Virginia, then Century may 62 63 terminate this Agreement in accordance with the procedures set forth in Exhibit E hereto.