By FiveCom Sample Clauses

By FiveCom. A breach by FiveCom of any of its representations, covenants or obligations under this Agreement which is not cured as provided herein shall constitute a "Default" by FiveCom. FiveCom shall not be in Default under this Agreement, or in breach of any provision hereof unless and until XXXX Com shall have given FiveCom written notice of such breach and FiveCom shall have failed to cure the same within [**] after receipt of such notice; provided, however, that the foregoing notice and cure requirement shall not apply to FiveCom's obligation to make payments in a timely manner as provided under Sections 8.2(e) and 8.4 hereof or where Section 17.1 provides for an alternate notice and cure requirement. Where any such breach, other than a breach of Sections 8.2(e) and 8.4, cannot reasonably be cured within such [**] period, if FiveCom shall proceed promptly to cure the same and prosecute such curing with due diligence, the time for curing such breach shall be extended for such period of time as may be necessary to complete such curing. Upon the failure by FiveCom to timely cure any such breach after notice thereof from XXXX Com, XXXX Com shall have the right, in its sole discretion, to take such action, consistent with Section 17.1, as it may determine, to be necessary to cure the breach or to terminate this Agreement upon written notice to FiveCom. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
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By FiveCom. FiveCom shall indemnify, defend and save BecoCom, its Affiliates, officers, directors and employees ("BecoCom Indemnified Parties"), harmless from and against any and all actions, charges, claims, damages, expenses, fines, penalties and liabilities whatsoever actually incurred by the BecoCom Indemnified Parties arising from, or out of, or in connection with Third Party actions or claims with respect to any of the following:
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By FiveCom. FiveCom shall indemnify, defend and save harmless XXXX Com, its Affiliates, officers, directors and employees ("XXXX Com Indemnified Parties"), from and against any and all actions, charges, claims, damages, expenses, fines, penalties and liabilities whatsoever actually incurred by the XXXX Com Indemnified Parties arising from, or out of, or in connection with any of the following:
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By FiveCom. FiveCom represents and warrants to TCG that it has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by FiveCom have been duly and validly authorized by all necessary corporate action on the part of FiveCom.
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By FiveCom. FiveCom shall not be in default under this Agreement or in breach of any provision hereof unless and until TCG shall have given FiveCom written notice of such breach and FiveCom shall have failed to cure the same within
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By FiveCom. Except as provided in this Section 20.2, FiveCom shall not assign or otherwise transfer this Agreement, in whole or in part, to any other party without the prior written consent of TCG, which consent shall not be unreasonably withheld or delayed. It is expressly understood that TCG shall not consent to any such assignment if TCG has reasonably determined that the proposed assignee lacks appropriate financial viability and technical capabilities suitable for providing maintenance and repair of the TCG Fibers and is incapable of performing FiveCom's obligations under this Agreement to TCG's satisfaction. Notwithstanding the foregoing provisions of this Section 20.2, FiveCom shall have the right without TCG 's consent, to assign or otherwise transfer this Agreement to any parent, subsidiary or affiliate of FiveCom which shall control, be under the control of or be under common control with FiveCom, or any corporation which purchases all or substantially all of the assets of FiveCom. Any assignee or transferee shall continue to perform the FiveCom obligations to TCG under the terms of this Agreement.
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