By EURAND Sample Clauses

By EURAND. (a) Subject to Section 8.4(f), EURAND covenants, in good faith, to prosecute and maintain the Patent Rights included in the *** in the Territory and with respect to the rights in *** that arise under *** from others, EURAND covenants to maintain those *** in full force and effect. (b) EURAND represents that to the best of its knowledge as of the Effective Date there are no pending or threatened claims or legal actions asserting that the patents included in the EURAND Intellectual Property Rights are invalid or unenforceable in the Territory or infringe Third Party rights. (c) EURAND shall not, during the Term, ***, ***, ***, or *** or ***. For the avoidance of doubt, the foregoing provision shall not be construed to prevent EURAND from *** or *** or *** or ***, or ***. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) EURAND warrants that the CTM supplied to AVANIR will as appropriate: (i) meet the Specifications; (ii) be manufactured in accordance with the DMF (if applicable), (iii) be produced in a facility and in a manner compliant with cGMP and all other Applicable Laws, rules, regulations, guides and guidances of other jurisdictions as in effect from time to time where Product manufactured pursuant to this Agreement is destined for use or sale; and (iv) when shipped, shall not be adulterated or misbranded within the meaning of the Act. (e) EURAND warrants with respect to the Formulation (excluding the Drug Combination) that as of the Effective Date EURAND is not aware of any quality, toxicity, safety, or efficacy issues that would impair the approval of commercial sale of the Product. (f) EURAND represents and warrants that it will not use in any capacity, in connection with the services or activities to be performed under this Agreement, any person who has been debarred pursuant to Section 306 of the Act, or who is the subject of a conviction described in such section. EURAND agrees to inform AVANIR in writing promptly if it or any person who is performing services hereunder is debarred or is the subject of a conviction described in Section 306, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or is threatened, relating to the debarment or conviction of such Party or any person performing services hereunder. (g) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, EURAND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHE...
Sample 1
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By EURAND. Eurand shall defend, indemnify and hold Kyowa and its Affiliates and the respective officers, directors and employees of each harmless from and against any and all claims, demands, losses, damages, liabilities (including without limitation product liability), settlement amounts, costs or expenses whatsoever (including reasonable attorneys’ fees and costs and court costs) arising from or relating to any claim, action or proceeding made or brought against such person by a third party as a result of a breach of any Eurand representation or warranty, or Eurand’s negligence, willful misconduct or breach of this Agreement.
Sample 1

Related to By EURAND

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

  • XXXXEAS Employer is engaged in the telephone and telecommunication installation and service, and manufacture sale and installation of highway signs and traffic control products.

  • WHEXXXX xs xxxx of a plan of reorganization, RESTART PARTNERS V, L.P., a Delaware Limited Partnership ("Restart V"), may acquire an ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Xxxxx, Xx Xxxx X. Xxxxx, Xx., Esq., Solicitor Cc: J. Xxxxxxx Xxxxxxxx, Mayor Xxxxxxx Xxxxxx, Director of Public Works Xxxx Xxxxxx, ArtsQuest

  • Xxxxx Xxxx Purchase Order and Sales Contact Email 2 Purchase Order and Sales Contact Phone 2 3 Company Website 2 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 6 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

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