By Host Sample Clauses

By Host. Host may shut down, or otherwise disconnect and/or de-energize, the System as Host deems necessary to maintain, repair, replace, remove or inspect the Site or the Building as part of Host's regular scheduled maintenance or if a malfunction or emergency situation arises involving the Building, the Site or the System, as described in Section 6.2(d) (each, a “Host Outage”) at the Site for each calendar year during the Term, during which period Host shall not be obligated to accept or pay for, and Seller shall not be obligated to deliver, Energy; provided, however, that Host shall, except in emergency situations, notify Seller in writing of each such Host Outage at least forty-eight (48) hours in advance of the commencement of such Host Outage. Host shall seek to minimize the occurrence and duration of any such curtailment, interruption or reduction as much as practicable, consistent with prudent safety and operating standards and requirements.
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By Host. Host agrees to indemnify, hold harmless and defend Client and its directors, officers, employees and agents from and against any debts, liabilities, settlements, costs, damages and losses, however designated (including reasonable costs and expenses and reasonable attorneys' fees) arising from or related to any claim brought by any unaffiliated third party: (i) arising from or related to Host's actual or threatened breach of this Agreement; (ii) regarding any gross negligence or willful misconduct of Host; or (iii) regarding any allegation that any materials used by Host in performing hereunder, including any third party software or other materials provided by Host hereunder in connection with the Hosting Services, infringe or misappropriate the intellectual property rights or similar rights of any third party. Host agrees that Client shall have the right to participate in the defense of any such claim through counsel of its own choosing.
Sample 1
By Host. Each certificate shall include no fewer than (30) thirty-day advance written notice to the Host prior to cancellation, termination, or material alteration of said policies or insurance. FPL shall be responsible for assuring that the insurance certificates required by this section remain in full force and effect for the duration of this Agreement, including any amendments, extensions, or renewals entered into by the Parties. Each policy certificate shall be endorsed with a provision that no fewer than thirty (30) calendar days’ written notice shall be provided to the Host before any policy or coverage is cancelled or restricted. Except with respect to Worker’s Compensation Insurance, Host is to be specifically included as an Additional Insured for the liability of the Host resulting from work performed by or services provided by or on behalf of FPL in performance of this Agreement. FPL’s insurance, including that applicable to the Host as an Additional Insured, shall apply on a primary basis and any other insurance maintained by the Host shall be in excess of and shall not contribute to FPL’s insurance. FPL’s insurance shall contain a severability of interest provision providing that, except with respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured (for applicable policies) in the same manner as if separate policies had been issued to each.
Sample 1
By Host. Host agrees to indemnify, hold harmless and defend Client and its directors, officers, employees and agents from and against any action, claim, demand or liability, including reasonable attorneys fees and costs, arising from or relating to: (i) Hosts actual or threatened breach of any provision of Sections 3 and/or 6(a) of this Agreement; (ii) any gross negligence or willful misconduct of Host; or
Sample 1
By Host. In addition to any other remedies available to Client at law, in equity or otherwise, Host agrees to indemnify, hold harmless and defend Client and its directors, officers, employees and agents from and against any debts, liabilities, settlements, costs, damages and losses, however designated (including reasonable costs and expenses and reasonable attorneys' fees) arising from or related to any claim brought by any unaffiliated third party arising from the infringement or misappropriation known to Host of the intellectual property rights of any third party by the use of any materials by Host in performing hereunder, including any third party software or other materials provided by Host hereunder in connection with the Customer Services or Hosting Services, but excluding materials provided by Client. Host agrees that Client shall have the right to participate in the defense of any such claim through counsel of its own choosing.
Sample 1

Related to By Host

  • XXX Hosting 10.1 XXX Hosting is not required for resale in the BellSouth region.

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third- party claim.

  • By Client Client agrees to indemnify, defend and hold Agency, its officers, directors, employees, agents, attorneys, subsidiaries, affiliated companies, parent companies, representatives, and successors and assigns, harmless from and against all Losses to the extent such Losses arise out of or are primarily related to (i) the negligent or wrongful acts, errors, or omissions of Client or its employees, agents affiliates, assigns or any creditor or prior account holder, or the employees or agents of any of them, in connection with this Agreement, including but not limited to errors or omissions in connection with information furnished by Client to Agency concerning a Referred Account, or (ii) any collection effort by Client or any other collection agency as to a Referred Account.

  • Procurement of Recovered Materials In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • Use of Software Any software that is available on the Services ("Software") is the copyrighted work of Red Hat and/or its licensors. Copying or reproducing the Software to any other server or location for further reproduction or redistribution is strictly prohibited, unless such reproduction or redistribution is permitted by a license agreement accompanying such Software. You may not create derivative works of the Software, or attempt to decompile or reverse-engineer the Software unless otherwise permitted by law. Use of the Software is subject to the license terms of any license agreement that may accompany or is provided with the Software. You may not download any Software until you have read and accepted the terms of the accompanying software license. WITHOUT LIMITING THE FOREGOING, THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE SEPARATE LICENSE AGREEMENT ACCOMPANYING THE SOFTWARE. EXCEPT AS WARRANTED IN SUCH LICENSE AGREEMENT, RED HAT, ITS PARENT, SUBSIDIARY, AND AFFILIATE COMPANIES, AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  • By Contractor Should the Contractor be liable for any payments to the State hereunder, interest, late payment charges and collection fee charges will be determined and assessed pursuant to Section 18 of the State Finance Law.

  • Malicious Use of Orphan Glue Records Registry Operator shall take action to remove orphan glue records (as defined at xxxx://xxx.xxxxx.xxx/en/committees/security/sac048.pdf) when provided with evidence in written form that such records are present in connection with malicious conduct.

  • System and Data Access Services a. System. Subject to the terms and conditions of this Addendum and solely for the purpose of providing access to Fund Data as set forth herein, State Street hereby agrees to provide the Fund, or certain third parties approved by State Street that serve as the Fund`s investment advisors, investment managers or fund accountants (the "Fund Accountants") or as the Fund`s independent auditors (the "Auditor"), with access to State Street`s Multicurrency HORIZONR Accounting System and the other information systems described in Attachment A (collectively, the "System") on a remote basis solely on the computer hardware, system software and telecommunication links described in Attachment B (the "Designated Configuration") or on any designated substitute or back-up equipment configuration consented to in writing by State Street, such consent not to be unreasonably withheld.

  • 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 […***…].

Most Referenced Clauses

Most Referenced Definitions