By Eyenovia Sample Clauses

By Eyenovia. (a) Eyenovia agrees, at Eyenovia’s cost and expense, to defend, indemnify, and hold harmless Bausch Health and its Affiliates and their respective directors, officers, employees, and agents (the “Bausch Health Indemnified Parties”) from and against any Losses relating to: (a) any breach by Eyenovia of any of its representations, warranties, or obligations pursuant to this Agreement; (b) the fraud, gross negligence or willful misconduct of Eyenovia; (c) the Development by Eyenovia, its Affiliates, or its sublicensees of the Licensed Products or the Device; and (d) the Commercialization by Eyenovia, its Affiliates, or its sublicensees of the Licensed Products or the Device outside the Licensed Territory.
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By Eyenovia. Eyenovia may terminate this Agreement for Cause. For purposes of this Section, “Cause” shall mean any material breach of any material provision of this Agreement by Senju that is not cured within ninety (90) days after receipt by Senju of written notice thereof from Licensor. EXECUTION VERSION
By Eyenovia. Eyenovia agrees to indemnify, hold harmless, and defend Senju and its directors, officers, employees, agents, and affiliates (the “Senju Indemnitee”), from and against any and all losses, damages, costs, fees, expenses (including attorneys’ fees), fines, penalties and other liabilities resulting from, arising out of, or related to, Eyenovia’s material breach of any of its obligations under this Agreement or Eyenovia’s use of Inventions assigned to it under Section 2.1.4; provided, however, that the Eyenovia shall not be liable for any negligence, intentional wrongdoing on the part of any Senju Indemnitee.

Related to By Eyenovia

  • 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:

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

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

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

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

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

  • SERVICE XXXX USE A. Controlled Affiliate recognizes the importance of a comprehensive national network of independent BCBSA licensees which are committed to strengthening the Licensed Marks and Name. The Controlled Affiliate further recognizes that its actions within its Service Area may affect the value of the Licensed Marks and Name nationwide.

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

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