By eBay eBay hereby covenants and agrees that, for the duration of the eBay CNS Period, neither it nor any member of the eBay Group will bring suit or otherwise assert any claim against any PayPal Covenantee before any court, arbitrator, mediator, tribunal or administrative agency anywhere in the world alleging infringement of any eBay Patents based on any PayPal Covenantee making, using, importing, offering for sale or selling any PayPal Product, in each case at any time prior to the expiration or termination of the eBay CNS Period.

By eBay. If eBay or any eBay Group member assigns, sells, transfers or grants enforcement rights to any Person (such Person, the “eBay IP Transferee”) with respect to any Intellectual Property Rights for which eBay or any eBay Group Member has granted a license or covenant not to xxx under this Agreement (an “eBay IP Transfer”), eBay covenants that it, or the applicable eBay Group member, will cause the eBay IP Transferee to execute a written agreement in which the eBay IP Transferee agrees that (i) the eBay IP Transferee will take title or rights to such Intellectual Property Rights subject to this Agreement (and the licenses and covenants not to xxx granted by eBay and the eBay Group members hereunder) and (ii) PayPal and the PayPal Group members are express third-party beneficiaries of such agreement. Any purported eBay IP Transfer in violation of this Section 1.3a is null and void. For the avoidance of doubt, the foregoing obligation does not apply with respect to any Intellectual Property Rights that eBay or any eBay Group member may acquire after the Effective Time (by way of merger, acquisition, stock purchase, asset purchase or otherwise) other than those Intellectual Property Rights for which eBay expressly grants a covenant not to xxx under Section 2.1.

By eBay eBay hereby represents and warrants that, as of the Effective Date: (a) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) it has by proper action duly authorized the execution, delivery and performance of this Agreement, and this Agreement constitutes its legal, valid and binding agreement, enforceable according to its terms; (c) it has the power and authority to grant the rights granted herein to the extent that such rights are owned by its Subsidiaries; and (d) the execution, delivery and performance of this Agreement does not and will not conflict in any material respect with, or constitute a material default under, its organizational documents or the terms and conditions of any documents, agreements, or other writings to which it is a party.

By eBay. Neither eBay nor any of its Subsidiaries may assign or transfer its rights or this Agreement or delegate its obligations under this Agreement, by operation of law, contract or otherwise, including in connection with insolvency or bankruptcy, without the prior written consent of Skype (which consent is not to be unreasonably withheld or delayed) and any attempt to do so without such consent shall be null and void. Notwithstanding the foregoing, eBay may assign this Agreement to an acquirer without Skype’s consent in the event of a sale of all or substantially all of eBay’s shares or assets or a sale of the business that includes eBay’s activities prior to the Effective Date, provided however in the event of any such sale of assets or business, Skype receives the acquirer’s acknowledgement that it shall be bound by the terms of this Agreement. In the event of such an assignment, the licenses granted by Skype in Section 2.2 shall be limited to the business of eBay transferred to the acquirer and shall not extend to any other products or services of the acquirer. If eBay or any of its Subsidiaries undergoes an internal restructuring, sells assets or divests entities or portions thereof so that Skype Patent Rights then being used by eBay or any such Subsidiaries are to be used by entities that are no longer Subsidiaries of eBay (each, an “eBay Spin-off Entity”), upon eBay’s request (which request eBay may make at any time within twelve months of the applicable Restructure Date), Skype and the applicable eBay Spin-off Entity shall execute and deliver an agreement granting the eBay Spin-off Entity such rights that are granted eBay under this Agreement pursuant to terms and conditions that are consistent with the terms and conditions set forth in this Agreement. Each such agreement shall be effective as of the date each such restructuring, sale or divestiture is effective (each, a “Restructure Date”).

By eBay eBay will Indemnify, hold harmless and defend SP, its Affiliates, and their directors, officers, employees and agents from and against any and all actions, claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by a third party (including any Internet user) arising from or relating to (i) any breach by eBay of any obligations, duties, or covenants under the Agreement; (ii) any allegation that the contents of eBay’s Ads, where displayed in accordance with the Agreement, violate or infringe upon any U.S. patent, copyright, trademark right or other intellectual property right of a third party, except where such eBay Ad(s) has been modified without authorization, and such modification is the basis of the Claim. Notwithstanding the foregoing, eBay will have no obligation under this Section if the applicable Ad was (i) modified without eBay’s prior written authorization, or (ii) used other than in accordance with these Master Terms: THIS SECTION SETS FORTH EBAY’S ENTIRE LIABILITY AND SP’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

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By Executive Executive may terminate his employment at any time, for any reason, upon giving Notice of Termination.
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 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 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 Employee Employee may terminate his employment at any time, for any reason, upon giving Notice of Termination.
By Employer With or without Cause (as defined below), Employer may terminate the employment of Employee at any time during the term of employment upon giving Notice of Termination (as defined below).
By Executive for Good Reason The Executive, by written notice to the Company, may terminate Executive’s employment hereunder if a “Good Reason” exists. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances without the Executive’s prior written consent: (a) a substantial and material adverse change in the nature of Executive’s title, duties or responsibilities with the Company that represents a demotion from his title, duties or responsibilities as in effect immediately prior to such change (such change, a “Demotion”); provided, however, that in the event of a “Change in Control” (as defined below), no Demotion shall be deemed to have occurred as long as Executive shall remain as the Company’s head operational officer, notwithstanding title; (b) material breach of this Agreement by the Company; (c) a failure by the Company to make any payment to Executive when due, unless the payment is not material and is being contested by the Company, in good faith; or (d) a liquidation, bankruptcy or receivership of the Company. Notwithstanding the foregoing, no “Good Reason” shall be deemed to exist with respect to the Company’s acts described in clauses (a), (b) or (c) above, unless Executive shall have given written notice to the Company within a period not to exceed ten (10) calendar days of the initial existence of the occurrence, specifying the “Good Reason” with reasonable particularity and, within thirty (30) calendar days after such notice, the Company shall not have cured or eliminated the problem or thing giving rise to such “Good Reason”; provided, however, that no more than two cure periods shall be provided during any twelve-month period of a breach of clauses (a), (b) or (c) above. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(c). “Change in Control” shall mean the acquisition, by any person or entity other than the Company and/or any officers or directors of the Company as of the date of this Agreement, of securities of the Company (in one or more transactions) having 50% or more of the total voting power of all the Company’s securities than outstanding.
By Executive Without Good Reason The Executive may resign and terminate the Executive’s employment with the Company without Good Reason at any time “at will” upon written notice of termination to the Company.
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 Us We may cancel this policy by written notice delivered to or mailed to you at the address shown in the policy (and to your authorized agent or broker if required). Proof of delivery or mailing is sufficient proof of notice. This notice must be delivered or mailed the required number of days prior to the effective date of the cancellation. For a description of the number of days of required notice, refer to:

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