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By Epicor Sample Clauses

By Epicor. 7.1.1. Subject to the terms and conditions in the Agreement, Epicor will, at its own expense, defend Customer and its Affiliates, and their directors, officers and employees (each, an “Indemnified Party” and “Customer Indemnified Party”) against any claim, demand, suit, proceeding or action (each, a “Claim”), and will indemnify Customer Indemnified Parties for Losses finally awarded against them or amounts agreed to in a monetary settlement arising out of or in connection with such Claim to the extent the Claim is made or brought by or on behalf of an unaffiliated third party alleging that any Products furnished by Epicor hereunder infringe any copyright or patent, or misappropriate any trade secret, of such third party issued, honored or enforceable under U.S. laws or the laws of any other country where Epicor or its Affiliates have business operations (a “Customer Claim”). 7.1.2. Epicor has no obligation under the preceding Section or otherwise to the extent a Customer Claim is based on (i) use of the Products not in accordance with the Agreement or the applicable Documentation, (ii) use of the Products in combination with products or services not supplied by Epicor if infringement is caused by such combination, (iii) modification to the Products other than by or at Epicor’s direction or with Epicor’s written approval, (iv) Excluded Third-Party Applications, or (v) any other reason enumerated in a Product Supplement. 7.1.3. If a Customer Claim occurs, or if Epicor reasonably believes a Customer Claim may occur, Epicor may at its sole discretion and at no cost to Customer (i) modify the affected Product so that it no longer infringes or misappropriates, (ii) secure for Customer the right to continue using the affected Product in accordance with the Agreement, or (iii) if (i) and (ii) are not commercially and reasonably feasible, terminate the Agreement and/or Order with respect to the Product(s) that are or may be subject to the Customer Claim and in the case of (x) software Products furnished on a non-limited term (e.g., subscription) basis or hardware Products, refund the license or hardware fees paid therefor, and (y) Products other than those identified in clause (x) of this Section, refund any then prepaid fees therefor measured from the date of termination. 7.1.4. This Section 7.1 provides Epicor’s entire liability and Customer’s sole and exclusive remedy for infringement and misappropriation Claims.
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By Epicor. 9.1.1. Subject to the terms and conditions contained herein, Epicor will, at its own expense, defend Partner and its Affiliates and their directors, officers and employees (each, a “Partner Indemnified Party” and an “Indemnified Party”) against any claim, demand, suit, proceeding or action (a “Claim”), and shall indemnify and hold harmless the Partner Indemnified Parties from and against any damages, costs (including but not limited to reasonable attorney fees and costs) or amounts agreed to in a monetary settlement arising out of or in connection with such Claim to the extent the Claim is made or brought by or on behalf of a third party alleging that the Products or any Services furnished by Epicor or its Affiliates infringe any copyright or patent, or misappropriates any trade secret, of such third party (“Partner Claim”). Epicor has no obligation under this Section or otherwise to the extent a Partner Claim is based on (i) any use of the Products not in accordance with the Agreement or the applicable Documentation or Customer Agreement, (ii) any use of the Products or Services (furnished by Epicor or its Affiliates) in combination with other products not supplied by Epicor hereunder if the infringement is caused by such combination, (iii) modification of the Products other than by or at Epicor’s direction, or (iv) any marketing claims or other actions by Partner not in compliance with the terms of the Agreement. Epicor has no liability or obligation under this Section with respect to Partner Claims involving Third Party Applications. 9.1.2. If a Partner Claim occurs, or if Epicor reasonably believes a Partner Claim may occur, Epicor may at its sole discretion and at no cost to Partner (i) modify the Products subject to the Partner Claim so that they no longer infringe or misappropriate, (ii) secure for Partner the right to continue to resell the Products in accordance with this Agreement, or (iii) if (i) or (ii) are not commercially and reasonably feasible, terminate the Agreement 9.1.3. This Section9.1 provides Epicor’s sole liability and Partner’s sole remedy against any intellectual property infringement Claim.
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By Epicor. To the extent requested by the Employee, and as permitted by law, Scala or Epicor (as the case may be) will provide the Employee with oral and/or written job references which confirm objective facts such as the dates of employment, title, salary, etc. The responses to any enquiries regarding employment will be in accordance with the intention and spirit of the bullet points at Schedule 2.
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Related to By Epicor

  • By Executive Executive may terminate his employment at any time, for any reason, upon giving Notice of Termination.

  • 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 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 PARTIES The parties are entering into this Agreement for the allotment of an Apartment with the full knowledge of all laws, rules, regulations, notifications applicable to the Project.

  • By Buyer Neither the board of directors of Buyer nor any committee thereof shall: (i) except as expressly permitted by this Section 7.2, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Target, the approval or recommendation of such board of directors or such committee of the Nasdaq Stockholder Approval or the Buyer Stockholder Approval; (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; or (iii) cause Buyer to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that, prior to the adoption and approval of the Buyer Stockholder Approval by the holders of Buyer Common Stock, the board of directors of Buyer determines in good faith, after it has received a Superior Offer and after consultation with outside counsel, and that the failure to consider such Superior Proposal would violate its fiduciary duties to Buyer stockholders under applicable Law, then the Buyer may (subject to this and the following sentences) inform the Target that it no longer believes that the Merger is advisable and no longer recommends approval and (subject to this and the following sentences) approve or recommend a Superior Proposal and in connection therewith withdraw or modify its approval or recommendation of the Buyer Stockholder Approval (a “Subsequent Determination”), but only at a time that is after the fifth (5th) Business Day following Target’s receipt of written notice advising them that the board of directors of Buyer has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to make a Subsequent Determination. Target shall have five (5) Business Days from the date of receiving such notice to submit to Buyer any changes to the terms and conditions of this Agreement as would enable Buyer to proceed with its recommendation to its stockholders without a Subsequent Determination; provided, that any such adjustment shall be at the discretion of the Parties at the time.

  • By Seller Subject to the terms and conditions of this Article IX, Seller covenants and agrees to defend, indemnify and hold harmless Buyer, its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Buyer Indemnitees") from and against, and pay or reimburse Buyer Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) Any misrepresentation or breach of any warranty of Seller contained in this Agreement; provided that any claim for indemnification by Buyer under this clause (i) may be made no later than 18 months from and after the Closing Date, excepting only that any claim for misrepresentation or breach of warranty under Sections 3.6, 3.10(a), 3.18(a), 3.19 and 3.21 may be made no later than a date thirty days from and after the expiration of the period of the applicable statute of limitations; (ii) any failure of Seller to perform any covenant or agreement made or contained in this Agreement or fulfill any obligation in respect thereof; (iii) any Excluded Liabilities; (iv) any and all Benefit Liabilities in respect of Employees except, with respect to Transferred Employees, to the extent assumed by Buyer pursuant to Article VII; and (v) any product liability claim with respect to products manufactured by Seller and sold prior to the Closing. Seller shall not be required to indemnify Buyer Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described in clauses (i) and (v) above pursuant to this Section unless and until the aggregate amount of all claims against Seller exceeds $270,000 and then only to the extent such aggregate amount exceeds $270,000. Claims thereafter may be asserted regardless of amount. Seller's maximum liability to Buyer Indemnitees under clauses (i) and (v) of this Section shall not exceed $13,750,000.

  • 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).

  • Waiver of Breach; Specific Performance The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach. Each of the parties to this Agreement will be entitled to enforce this Agreement, specifically, to recover damages by reason of any breach of this Agreement, and to exercise all other rights existing in that party’s favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violations of the provisions of this Agreement.

Most Referenced Clauses

Most Referenced Definitions