By CRO Sample Clauses

By CRO. CRO may freely assign any or all of its rights and delegate any or all of its duties under this Agreement to Pfizer or to another CRO selected by Pfizer. If CRO assigns all rights and delegates all duties to Pfizer, CRO or Pfizer will notify Principal Investigator and Institution in writing. CRO (or Pfizer, following assignment and delegation by CRO) may also freely delegate and assign Study- related duties and rights to an external provider upon advance notice to Institution and Principal Investigator and may freely delegate or assign its Study-related duties or rights to any Pfizer affiliate. CRO may not otherwise assign its rights or delegate its duties under this Agreement without written permission from Institution and Principal Investigator. If CRO or Pfizer delegates or subcontracts any duties, CRO or Pfizer remains responsible to Institution and Principal Investigator for the 17.2 Ze strany CRO. CRO může bez omezení postoupit kterákoli nebo všechna svá práva a delegovat kterékoli nebo všechny své povinnosti podle této smlouvy na společnost Pfizer nebo jinou CRO vybranou společností Pfizer. Pokud CRO postoupí všechna práva a deleguje všechny povinnosti na společnost Pfizer, CRO nebo společnost Pfizer o tom písemně uvědomí hlavního zkoušejícího a zdravotnické zařízení. CRO (nebo společnost Pfizer po postoupení a delegování ze strany CRO) může také po předchozím oznámení zdravotnickému zařízení a hlavnímu zkoušejícímu bez omezení delegovat a postoupit povinnosti a práva související se studií externímu poskytovateli a může bez omezení delegovat nebo postoupit své povinnosti nebo práva související se studií kterémukoli subjektu přidruženému ke společnosti Pfizer. CRO nesmí jinak bez písemného souhlasu zdravotnického zařízení a hlavního zkoušejícího postoupit svá práva ani delegovat své performance of those duties povinnosti podle této smlouvy. Pokud CRO nebo společnost Pfizer delegují nebo subkontrahují kterékoli povinnosti, CRO nebo společnost Pfizer i nadále ponesou vůči zdravotnickému zařízení a hlavnímu zkoušejícímu odpovědnost za plnění těchto povinností.
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By CRO. CRO may freely assign any or all of its rights and delegate any or all of its duties under this Agreement to Pfizer. If CRO assigns all rights and delegates all duties to Pfizer, CRO or Pfizer will notify Principal Investigator and Institution in writing. CRO (or Pfizer, following assignment and delegation by CRO) may also freely delegate and assign Study-related duties and rights to an external provider upon advance notice to Principal Investigator and Institution, and may freely delegate or assign its Study-related duties or rights to any Pfizer affiliate. CRO may not otherwise assign its rights or delegate its duties under this Agreement without written permission from the affected party. If CRO or Pfizer delegates or subcontracts any duties, CRO or Pfizer remains responsible to Principal Investigator or Institution, as applicable, for the performance of those duties. If CRO assigns all of CRO's rights and duties under this Agreement, in accordance with the terms herein, to another service provider, that service provider will become responsible for performance of all duties. For the avoidance of doubt, the rights and duties discussed in this subsection are only those arising out of this Agreement.
By CRO. CRO represents and warrants that the following statements are true and correct as of the Effective Date and will continue to be true and correct for the duration of the term of this Agreement: (a) CRO has full right, power and authority to enter into this Agreement, and perform its obligations hereunder, without the consent, approval or authorization of any third party; (b) CRO will render the Services in accordance with recognized standards in the clinical research industry and in compliance with the terms of this Agreement, the terms of the applicable IPA(s) (including use of commercially reasonable efforts to comply with each Project schedule and Project budget contained therein) and upon any standard operating procedures agreed to by the Parties in writing; (c) CRO will comply with all laws, regulations and ordinances applicable to its performance under this Agreement, and has obtained (or before performing the Services will obtain) all governmental permits and licenses required for it to perform the Services and its other obligations under this Agreement; (d) CRO will be responsible for the supervision of the Study(ies) and oversight of the Study Sites in accordance with its standard operating policies. CRO represents and warrants that such policies are not inconsistent with the terms of this Agreement, the Protocol, generally acceptable standards of good clinical practice and all applicable local, state and federal laws and regulations governing the performance of clinical investigations; (e) CRO shall have sufficient staff to perform the Services and the personnel assigned to perform such Services shall have the requisite qualifications, expertise and experience, and CRO shall verify the identity of all such personnel; (f) CRO will not knowingly, in the course of performing the Services, infringe or misappropriate, and neither the work product resulting from such Services nor any element thereof will knowingly infringe or misappropriate, any intellectual property right of any other person; (g) CRO will make available to Sponsor, or to the responsible regulatory authority, relevant records, programs and data as may be reasonably requested by Sponsor for purposes related to the filing and/or prosecution of any regulatory applications, including new drug and/or patent applications; (h) CRO is not a party to any agreement which would prevent it from fulfilling its obligations under this Agreement or impose conflicting obligations on CRO, and CRO agrees ...
By CRO. CRO may freely assign any or all of its rights and delegate any or all of its duties under this Agreement to Pfizer. If CRO assigns all rights and delegates all duties to Pfizer, CRO or Pfizer will notify Institution in writing. XXX (or Pfizer, following assignment and delegation by XXX) may also freely delegate and assign Study-related duties and rights to an external provider upon advance notice to Institution, and may freely delegate or assign its Study-related duties or rights to any Pfizer affiliate. CRO may not otherwise assign its rights or delegate its duties under this Agreement without written permission from Institution. If CRO or Pfizer delegates or subcontracts any duties, CRO or Pfizer remains responsible to Institution for the performance of those duties. If CRO assigns all of CRO’s rights and duties under this Agreement, in accordance with the terms herein, to another service provider, that service provider will become
By CRO. CRO may freely assign any or all of its rights and delegate any or all of its duties under this Agreement to Pfizer. If CRO assigns all rights and delegates all duties to Pfizer, CRO or Pfizer will notify Principal Investigator and Institute in writing. CRO (or Pfizer, following assignment and delegation by CRO) may also freely delegate and assign Study-related duties and rights to an external provider upon advance notice to Principal Investigator and Institute, and may freely delegate or assign its Study-related duties or rights to any Pfizer affiliate. CRO may not otherwise assign its rights or delegate its duties under this Agreement without written permission from the affected party. If CRO or Pfizer delegates or subcontracts any duties, CRO or Pfizer remains responsible to Principal Investigator or Institute, as applicable, for the performance of those duties. smlouvy. Smluvní strany tímto sjednávají, že za pšedpokladu dodržení povinných požadavků je společnost Pfizer oprávnena pšíslušnou pojistku v průbehu studie zmenit či upravit.
By CRO. The Sponsor has the right to assign this Agreement in whole or in part to any of its Affiliates. In addition to the above, none of the Contracting Parties is entitled to transfer their rights and/or obligations in whole or in part to a third party without the prior written consent of the other Contracting Parties. This Agreement binds the Contracting Parties, as well as their legal successors and persons to whom the rights and obligations of the Contracting Parties will be transferred in accordance with this article. sčasti na ktorúkoľvek zo svojich Prepojených osôb. Okrem vyššie uvedeného nie je žiadna zo Zmluvných strán oprávnená postúpiť svoje práva a /alebo povinnosti úplne ani sčasti na tretiu stranu bez predchádzajúceho písomného súhlasu ostatných Zmluvných strán. Táto Zmluva zaväzuje Zmluvné strany, ako aj ich právnych nástupcov a osoby, na ktoré budú práva a záväzky Xxxxxxxxx xxxxx x xxxxxx x xxxxx xxxxxxx xxxxxxxxx.
By CRO. CRO may freely assign any or all of its rights and delegate any or all of its duties under this Agreement to Pfizer. If CRO assigns all rights and delegates all duties to Pfizer, CRO or Pfizer will notify Principal Investigator and Provider in writing. XXX (or Pfizer, following assignment and delegation by XXX) may also freely delegate and assign Study-related duties and rights to an external provider upon advance notice to Principal Investigator and Provider, and may freely
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By CRO. CRO may freely assign any or all of its rights and delegate any or all of its duties under this Agreement to XXX or to another CRO selected by XXX. If CRO assigns all rights and delegates all duties to XXX, CRO or XXX will notify Institution and nebo postupy vyžadovanými v Protokolu, které by Subjekt studie neutržil, pokud by se Studie neúčastnil. Vzhledem k tomu, že Xxxxxx xx observační studií a týká se Subjektů studie, kterým byla léčba Přípravkem společnosti XXX předepsána v rámci standardní zdravotní péče, nebyla by žádná nežádoucí reakce na Produkt společnosti XXX Újmou způsobenou výzkumem. Poskytovatel a Hlavní zkoušející se zavazují poskytnout nebo zajistit rychlé provedení diagnózy a poskytnutí lékařské péče, pokud jakýkoli Subjekt studie utrpí jakoukoli újmu. Poskytovatel a Hlavní zkoušející xx xxxx zavazují CRO neprodleně informovat o jakékoli újmě, kterou utrpí Subjekt studie. Vzhledem k tomu, že se jedná o observační studii, Poskytovatel, Hlavní zkoušející, CRO ani společnost XXX neposkytují xx xxxxxxx xxxx Xxxxxxx xxxxx xxxxxxxxxx. 00. Postoupení práv a povinností 17.1 Ze strany Poskytovatele a Hlavního řešitele. Bez písemného souhlasu CRO nejsou Poskytovatel ani Hlavní zkoušející oprávněni postoupit svá práva či povinnosti z této Smlouvy nebo využít subdodavatele pro splnění povinností vyplývajících z této Smlouvy. Pokud CRO udělí souhlas s postoupením povinností nebo využitím subdodavatelů, odpovídají Poskytovatel a Hlavní zkoušející i nadále vůči CRO za plnění veškerých postoupených povinností, resp. povinností zadaných ke splnění subdodavatelům.
By CRO. 11.2.1 CRO will fully indemnify and hold harmless the Sponsor and its affiliates, agents, officers and employees from and against all claims and proceedings (to include any settlements or ex gratia payments made with the consent of CRO and all legal and expert costs and expenses) made or brought (whether successful or otherwise) by or on behalf of Trial Subjects taking part in Clinical Trials (or their dependants Estate or Personal Representatives) against the Sponsor, its staff or contractors for personal injury (including death) to Trials Subjects arising out of or relating to the Clinical Trials, the administration of the Investigational Product(s) or any clinical intervention or procedure provided for or required by the Protocol to which the Trial Subjects would not have been exposed but for their participation in the Clinical Trial, which result directly from the gross negligence or wilful default of CRO in the performance of this Agreement. 11.2.2 The above indemnity by CRO shall not apply to any such claim or proceedings:- (a) to the extent that such personal injury (including death) is caused by the negligent or willful acts or omissions or breach of statutory duty of the Sponsor and its staff and contractors or to the extent that such personal injury (including death) is caused by procedures conducted in accordance with the Protocol; (b) unless as soon as reasonably practicable following receipt of notice of such claim or proceeding, the Sponsor and its staff and contractors notify CRO in writing of it and upon CRO's request, and at CRO's sole cost, give CRO the option to have full care and control of the claim or proceedings using legal representation of its own choosing, such option to be exercised by giving written notice to the Sponsor within ten days from receipt of notice of such claim or proceeding from the Sponsor:

Related to By CRO

  • 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 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 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 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 Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, 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 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: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • 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.

  • 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.

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