By Consultant. (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or,
By Consultant. Consultant may terminate this Agreement at any time upon thirty (30) days’ advance written notice to PTC.
By Consultant. Consultant represents and warrants to Client that it shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. Notwithstanding anything to the contrary, Consultant shall not be liable for a breach of the warranty set forth in this Section 10(b) unless Client gives written notice of the defective Services, reasonably described, to Consultant within 5 days of the time when Client discovers or ought to have discovered that the Services were defective. Subject to the foregoing sentence, Consultant shall, in its sole discretion, either: (a) repair or re-perform such Services, or (b) credit or refund the fee for such Services set forth on the Statement of Work. THE REMEDIES SET FORTH IN THE FOREGOING SENTENCE SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND CONSULTANT’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 10(b).
By Consultant. By written notice to CITY, CONSULTANT may suspend the Services provided under this Agreement and/or TASK ORDER(S) issued hereunder if CONSULTANT reasonably determines that working conditions at the site and/or location (outside CONSULTANT's control) are unsafe, or in violation of applicable laws. CONSULTANT's suspension of any Services provided under this Agreement and/or any TASK ORDER(S) issued hereunder shall be without prejudice to any other remedy of CONSULTANT at law or equity.
By Consultant. The Consultant shall defend, indemnify and hold harmless the Company from and against any and all claims, losses, liabilities, damages, royalties, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or from the Consultant’s gross negligence or willful misconduct (including any breach of its obligations hereunder) in connection with the performance of this Agreement.
By Consultant. By written notice to Client, Consultant may suspend the Work if Consultant reasonably determines that working conditions at the Site (outside Consultant's control) are unsafe, or in violation of applicable laws, or in the event Client has not made timely payment in accordance with Article VI, Compensation, or for other circumstances not caused by Consultant that are interfering with the normal progress of the Work. Consultant's suspension of Work hereunder shall be without prejudice to any other remedy of Consultant at law or equity.
By Consultant. Consultant agrees to indemnify and hold harmless Company and its directors, officers and employees (each a “Company Indemnitee”) from and against all losses, damages, liabilities, costs and expenses whatsoever, (including without limitation attorneys’ fees and costs), arising from any claim, action, demand or proceeding made or brought against a Company Indemnitee, arising from or in connection with (i) any grossly negligent or intentionally wrongful act of Consultant or Consultant’s assistants, employees or agents, (ii) any material breach by Consultant or Consultant’s assistants, employees or agents of any of the covenants contained in this Agreement, (iii) any material failure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations, or (iv) any violation or claimed violation of a third party’s rights resulting in whole or in part from Company’s use of the work product of Consultant under this Agreement and for which Consultant deliberately misrepresented to Company the status of third party rights.
By Consultant. Consultant represents and warrants that (a) entering into this Agreement and performing the Services and obligations contemplated under this Agreement would not violate any law, rule, regulation or judicial order applicable to Consultant, and would not violate or constitute a default under any agreement to which Consultant is a party, and (b) Consultant is not (i) under investigation by the U.S. Food and Drug Administration or any other governmental agency or authority that could result in any debarment, sanction or exclusion action (a “Debarment”), (ii) subject to a Debarment, or (iii) currently excluded or otherwise ineligible from participating in any governmental health care program. In the event that Consultant becomes the subject of an investigation that could result in a Debarment or becomes subject to a Debarment, Consultant shall immediately notify Prothena in writing. Upon the receipt of such notice by Prothena, or if Prothena otherwise becomes aware of such Debarment or threatened Debarment, Prothena shall have the right to terminate this Agreement immediately.
By Consultant. Notwithstanding Section 1(a) of this Agreement, Consultant may terminate the employment relationship prior to the expiration of the Term of this Agreement, as follows:
By Consultant. Consultant shall indemnify and hold Prothena and its Affiliates, and their respective directors, officers, employees and agents (each a “Prothena Indemnitee”), harmless from and against any and all liabilities, losses, damages or expenses of any kind, including costs and reasonable attorneys’ fees (collectively, “Losses”) arising out of or resulting from any third party suit, proceeding, action, claim or demand (collectively, “Claims”) to the extent resulting from (a) any grossly negligent or willful act or omission by Consultant; or (b) any breach of this Agreement by Consultant. Notwithstanding the foregoing, Consultant shall not be obligated to indemnify any Prothena Indemnitee to the extent that the applicable Claim is subject to Prothena’s indemnification obligations under Section 6.2 below.
