By Illuminate Sample Clauses

By Illuminate. Illuminate agrees to defend, indemnify and hold harmless District and its Board of Education, in their official capacity, administrators, employees, committees, agents, successors and assignees, from and against all damages, costs (including reasonable attorneys’ fees), judgments and other expenses arising out of or on account of any third party claim: (i) alleging that District’s use of the System infringes or misappropriates the proprietary or intellectual property rights of any third party, except to the extent that such infringement results from District’s misuse of or modifications to the System; (ii) that results from the gross negligence or intentional misconduct of Illuminate or its employees or agents; or
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By Illuminate. If a third-party claims that a Licensed Product (other than related to any Licensee Content) infringes that party's U.S. patent, copyright or other proprietary right, Illuminate will defend District against that claim at Illuminate's expense and pay all costs, damages, and attorney's fees, that a court finally awards or that are included in a settlement approved by Illuminate, provided that Licensee: i. promptly notifies Illuminate in writing of the claim; and ii. allows Illuminate to control, and cooperates with Illuminate in, the defense and any related settlement. If such a claim is made, Illuminate may continue to enable Licensee to use the Licensed Product or to modify it such that it becomes non-infringing. If Illuminate determines that these alternatives are not reasonably available, Illuminate may terminate the Licensed Product without any liability to Licensee upon notice to Licensee and with the return of any prepaid and unused fees. The infringement indemnity obligations do not apply to the extent the infringement claim arises from: (a) any technology not provided by Illuminate or otherwise identified by Illuminate in writing as interoperable; (b) use of the Licensed Products other than in accordance with this Agreement; (c) the Licensee’s content and/or data; or (d) modification or alteration to the Licensed Products by anyone other than Illuminate.
Sample 1

Related to By Illuminate

  • Generators Temporary installation of generators, and permanent installation of generators that are placed inside existing non-residential buildings or that occupy an area under 50 square feet behind the building they serve.

  • Heating The Hirer shall ensure that no unauthorised heating appliances shall be used on the premises when open to the public without the consent of the management committee. Portable Liquefied Propane Gas (LPG) heating appliances shall not be used.

  • Generator Subject to the provisions of this Section 29.36, Tenant shall be entitled to install, operate and maintain a generator and any other equipment related thereto, including, without limitation, a fuel system, wiring and shaft space (“Generator”) next to the Building at Tenant’s sole cost and expense (without paying any additional fee or rental to Landlord for the use thereof). Prior to the installation of the Generator, Tenant shall inspect the proposed location to determine a suitable location for the Generator, and Tenant shall submit written plans and specifications relative to the type, size and proposed location (including any proposed screening) of the Generator to Landlord for its review and written approval. Tenant shall be solely responsible for the cost of acquisition, installation, operation, and maintenance of the Generator; and Tenant shall install, maintain and operate the Generator in accordance with all federal, state, and local laws, statutes, ordinances, rules and regulations, including without limitation, obtaining and maintaining any and all permits, approvals and licenses required to install and operate the Generator by any governmental authority having jurisdiction. Landlord and Tenant agree that, upon the expiration of earlier termination of the Lease Term, Tenant shall not be required to remove the Generator, any associated cabling, wiring and screening or other improvements. Tenant shall not be entitled to grant or assign to any third party (other than a permitted assignee of Tenant’s rights under the Lease or a permitted subtenant relative to the Premises (or a portion thereof)) the right to use the Generator without Landlord’s prior written consent (which consent may be granted or withheld in Landlord’s discretion). Upon reasonable advance notice to Tenant (and provided Landlord reasonably coordinates with Tenant and provides an alternate source of backup generator capacity during said transition), Landlord shall be entitled to cause the Generator to be moved to another location near the Building, at Landlord’s cost and expense. Tenant shall pay all personal property taxes on the Generator. Tenant shall also pay any increases in the real property taxes of the Building due to the installation of the Generator within thirty (30) days of receipt of notice from Landlord which includes proof of such increase in taxes. Tenant’s indemnity obligations under Section 5.4.1.5 of the Lease, relating to the use of Hazardous Materials, shall apply to the use and operation of the Generator. Finally, Tenant’s insurance obligations under Section 10.3 of the Lease shall apply to the Generator.

  • Lighting A system of fixtures providing or controlling the light sources used on or near the airport or within the airport buildings. The field lighting includes all luminous signals, markers, floodlights, and illuminating devices used on or near the airport or to aid in the operation of aircraft landing at, taking off from, or taxiing on the airport surface.

  • Ventilation Where noxious or poisonous gases may accumulate, the City shall provide proper protection and ventilation. Proper lighting and ventilation shall be provided for all enclosed working spaces. All work in enclosed and confined spaces shall be performed in accordance with applicable Federal, State and local regulations. Spray painting shall be done only by qualified painters.

  • HVAC Heating, ventilating and air conditioning.

  • Drainage Systems (1) Clear culvert inlets, outlets, and sediment catching basins. (2) Maintain waterbars, drainage dips, and other water diversion measures. (3) During active use, patrol and maintain functional drainage. (4) Repair damaged culvert ends.

  • Smoke Detectors At Owner's expense, smoke detectors will be installed on the Property in working condition in accordance with the law prior to the tenant's occupancy. During the occupancy, it shall be the tenant's responsibility to maintain all smoke detectors. Owner will replace smoke detector equipment as needed.

  • Underground Utilities Any required ground digging or subsurface work shall be done in accordance with Chapter 556, Florida Statutes. It shall be the responsibility of CONTRACTOR to have all underground utilities located before any work begins (Sunshine State One Call 0-000-000-0000). The repairs of any damaged underground utilities as a result of the work being performed by CONTRACTOR shall be the responsibility of CONTRACTOR. The proper utility company shall be contacted immediately to expedite the repairs, if damage has occurred. CONTRACTOR will notify the COUNTY and provide a written explanation of the incident within two (2) days of the damage to any underground utilities.

  • Emergency Generator 1) During the Term as it applies to the 9449 Expansion Space, as extended from time to time, Tenant shall have the right to install a supplemental emergency generator (the “Generator”) to provide emergency additional electrical capacity to the 9449 Building. The Generator shall be placed at a location at the 9449 Building designated by Tenant and reasonably approved by Landlord. Notwithstanding the foregoing, Tenant’s right to install the Generator shall be subject to: (i) Landlord’s reasonable approval of the manner in which the Generator is installed, the manner in which any cables are run to and from the Generator to the Premises and the measures that will be taken to eliminate any vibrations or sound disturbances from the operation of the Generator; and (ii) the covenants, conditions and restrictions of record applicable to the Project, architectural review and any necessary approval by the local municipality and county governments or agencies having authority and jurisdiction over such matters. Landlord shall have the right to require Tenant to provide a reasonably acceptable enclosure (e.g. wood fencing and landscaping) to hide or disguise the existence of the Generator and to minimize any adverse effect that the installation of the Generator may have on the appearance of the 9449 Building and Project. Tenant shall be solely responsible for obtaining all necessary governmental and regulatory permits and approvals and for the cost of installing, operating, maintaining, repairing and removing the Generator. Tenant shall also be responsible for the cost of all utilities consumed and utility connections required in the operation of the Generator. 2) Tenant shall be responsible for assuring that the installation, maintenance, repair, operation and removal of the Generator does not damage the 9449 Building or Project and Tenant shall be responsible for any damages caused thereby. For avoidance of doubt, the installation, maintenance, operation, repair or removal of the Generator shall be subject to the indemnity provisions set forth in Section 10.3 of the Lease. 3) Tenant shall be responsible for the installation, operation, repair, cleanliness, maintenance and removal of the Generator and appurtenances, all of which shall remain the personal property of Tenant and shall be removed by Tenant at its own expense as of the 9449 Extended Expiration Date or any earlier expiration or termination of Tenant’s right to possession of the 9449 Expansion Space in accordance with the Lease and this Amendment. Tenant shall repair any damage caused by such removal, including the patching of any holes to match, as closely as possible, the color surrounding the area where the Generator and appurtenances were attached. Such maintenance and operation shall be performed in a manner to avoid any unreasonable interference with any other tenants or Landlord. Tenant agrees to maintain the Generator, including without limitation, any enclosure installed around the Generator, in good condition and repair. Tenant shall be responsible for performing any maintenance and improvements to any enclosure surrounding the Generator so as to keep such enclosure in good condition. 4) Tenant, subject to the reasonable rules and regulations enacted by Landlord, shall have unlimited access to the Generator and its surrounding area for the purpose of installing, operating, repairing, maintaining, using and removing the Generator. 5) Tenant shall only test the Generator before or after normal business hours. 6) Notwithstanding anything in this Amendment or the Lease to the contrary, Tenant may use the Generator for its intended purpose as and when needed (as reasonably determined by Tenant), without any restriction or hindrance from Landlord or any other tenant, subject only to applicable Laws and unreasonable disturbances to other tenants in the Project.

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