By C&S Sample Clauses

By C&S. In the event any claim is brought by any third party against Xxx Xxxxxx, any of the XXXXX & STEERS UIT(s), or any of Xxx Xxxxxx'x affiliates that relates to, arises out of or is based upon the performance by C&S of their respective obligations hereunder, or the failure of C&S to comply with any law, rule or regulation, Xxx Xxxxxx, the XXXXX & STEERS UIT(s), or Xxx Xxxxxx'x affiliates, as the case may be, shall promptly notify C&S and C&S shall defend such claim at its expense and under its control. C&S shall indemnify and hold harmless Xxx Xxxxxx, the XXXXX & STEERS UIT(s), and Xxx Xxxxxx'x affiliates against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorneys' fees) arising from or related to such claim, whether or not such claim is successful. Xxx Xxxxxx, the XXXXX & STEERS UIT(s), or Xxx Xxxxxx'x affiliates, as the case may be, shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, C&S shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, neither Xxx Xxxxxx, the XXXXX & STEERS UIT(s), nor any of Xxx Xxxxxx'x affiliates shall be entitled to indemnification hereunder to the extent that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the negligence or willful misconduct of Xxx Xxxxxx, the XXXXX & STEERS UIT(s), or Xxx Xxxxxx'x affiliates.
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By C&S. During the Term of this Agreement, C&S shall carry and maintain the following policies of insurance issued by recognized, reputable insurers reasonably acceptable to Tops, in forms satisfactory to Tops acting reasonably, and naming Tops as an additional insured on all policies except the Workers’ Compensation policy of insurance:
By C&S. In the event any claim is brought by any third party against Van Kampen, any of the COHEN & STEERS UIT(s), or any of Van Kampen's axxxxxxxxx that relates xx, xrises out of or is based upox xxx xxxxxxmance by C&S of their respective obligations hereunder, or the failure of C&S to comply with any law, rule or regulation, Van Kampen, the COHEN & STEERS UIT(s), or Van Kampen's affiliates, as xxx xxxx xay be, xxxxl promptly notify C&S xxx X&X xxxll defend such claim at its expense and under its control. C&S shall indemnify and hold harmless Van Kampen, the COHEN & STEERS UIT(s), and Van Kampen's affiliates agaxxxx xxx xudgmenx, xxability, loss, cost or xxxxxx (xxxluding litigation costs and reasonable attorneys' fees) arising from or related to such claim, whether or not such claim is successful. Van Kampen, the COHEN & STEERS UIT(s), or Van Kampen's affiliates, as xxx xxxx xay be, xxxxl have the right, at xxxxx xxxxxxe, to participate in the defense of such claim through counsel of their own choosing; provided, however, C&S shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, neither Van Kampen, the COHEN & STEERS UIT(s), nor any of Van Kampen's affiliaxxx xxxxx be entxxxxx to indemnification hereunder xx xxx xxxxnt that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the negligence or willful misconduct of Van Kampen, the COHEN & STEERS UIT(s), or Van Kampen's affiliates.

Related to By C&S

  • By Company The Company may terminate the Executive’s employment under this Agreement by giving Notice of Termination to the Executive:

  • 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 represents and warrants that:

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, the REGENXBIO Licensors, and their respective shareholders, members, 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 to the extent 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:

  • By Consultant (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or,

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • The Credits 68 SECTION 2.01 Commitments .......................................................................................... 68 SECTION 2.02

  • By Either Party Either party may terminate this Agreement for convenience at any time effective after the first (1st) anniversary of the Installation Date by providing ninety (90) days' prior written notice to the other party at any time thereafter.

  • By Each Party Each party represents and warrants to the other party as follows:

  • By Both Parties Each Party hereby represents, warrants and covenants to the other Party as of the Effective Date as follows:

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