BY GI Sample Clauses

BY GI. GI and MetaMorphix agree that, for so long as the licenses granted to MetaMorphix, under Sections 6.2(a) and 6.5(a), with respect to the development and commercialization of Products based on GDF-8, remain in effect, GI will not sell or otherwise distribute any GDF-8 Derivative Product for use in the MetaMorphix Field (only to the extent that the intended goal of such GDF-8 Derivative Product is to modulate the effects of GDF8). The preceding sentence shall not apply to any products that GI obtains from a Third Party who has developed (or obtained from another Third Party who has developed) such products without infringing issued patents of another Party included within such other Party's Patent Rights under this Agreement, which products were fully developed by or on behalf of such Third Party without the use of any of the IHU Know-How, the MetaMorphix KnowHow or any Confidential Information of JHU or MetaMorphix. MetaMorphix's right to enforce this Section 6.8.2 shall not be assignable, except to its Affiliates.
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BY GI. In the event that, (i) pursuant to Section 14.2 hereof, JHU terminates the licenses it granted to GI hereunder, or (ii) GI otherwise withdraws from. or ceases to be a Party to this Agreement, MetaMorphix, at its option, within thirty (30) days after the effective date of such termination or MetaMorphix's receipt of written notice that GI has ceased to be a Party to this Agreement, as applicable, may assume GI' rights and obligations under this Agreement, including, without limitation, GI's rights under the license from JHU set forth in Section 6.3, above, and GI's obligation to pay royalties and fees to JHU, at the rates and in the amounts set forth in this Agreement, or at such other rates and amounts as JHU and MetaMorphix shall agree are appropriate under the circumstances. An assignment in accordance with Section 15.8 shall not constitute a withdrawal.
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BY GI. GI and MetaMorphix agree that, for so long as the licenses granted to MetaMorphix, under Section 2.2, with respect to the Product Development and commercialization of GDF-8 Licensed Products, remain in effect, GI will not sell or otherwise distribute any GDF-8 Product or GDF-8 Derivative Product for use in the MetaMorphix Field. The preceding sentence shall not apply to any products that GI obtains, other than through the grant of rights under the 1999 Agreement, from a Third Party who has developed (or obtained from another Third Party who has developed) such products without infringing issued patents included within the MetaMorphix GDF-8 Patent Rights under this Agreement, which products were fully developed by or on behalf of such Third Party without the use of any of the MetaMorphix Know-How or any Confidential Information of MetaMorphix. MetaMorphix’s right to enforce this Section 2.5.2 shall not be assignable, except to its Affiliates. This Section 2.5.2 is not intended as an amendment of Section 6.8.2 of the 1999 Agreement but, rather, confers rights and obligations in addition to those set forth in Section 6.8.2 of the 1999 Agreement.
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BY GI. GI shall defend, indemnify, and hold Spyglass, its subsidiaries and Affiliates, and each of their respective employees, officers, directors, attorneys, agents, and representatives, harmless from and against any and all claims, liabilities, expenses, losses, demands, damages, fines, penalties, and causes of action of every kind and character from any cause whatsoever, made, incurred, sustained, or initiated by any Person (including any GI employee, contractor, representative or any of their respective family members), arising out of, incident to, or in connection with the performance, non-performance, or purported performance by GI of this Agreement, or breach of its terms except to the extent attributable to the negligence or willful misconduct of Spyglass.
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Related to BY GI

  • By Purchaser Subject to the limitations set forth in this Article 6 and Section 7.15, from and after the Closing Purchaser agrees to indemnify and hold harmless Seller and Seller’s Affiliates together with their respective directors, officers, managers, employees and agents (each a “Seller Indemnified Party”) from and against any and all Losses that any Seller Indemnified Party incurs by reason of or in connection with any of the following circumstances: (i) Any breach by Purchaser of any representation or warranty made by it in Article 3 or any breach or violation of any covenant, agreement or obligation of Purchaser contained herein; and (ii) As set forth in Part VI of Appendix B.

  • 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:

  • By You You may cancel this policy at any time by giving us written notice or returning the policy to us and stating when thereafter the cancellation is to be effective.

  • 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 Owner Owner may suspend the Project upon seven (7) days written notice to Engineer.

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • No Unauthorized Use Provider shall not use Student Data or information in a Pupil Record for any purpose other than as explicitly specified in this DPA.

  • 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 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 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.

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